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RT — AGM Information 2026
Apr 24, 2026
52043_rns_2026-04-24_321a5480-0acc-4e8f-a888-6bbeae0ee3b6.pdf
AGM Information
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Stock Code: 2379
Realtek Semiconductor Corp.
2026 Annual Shareholders’ Meeting
Meeting Handbook
(Translation)
Date: May 27, 2026
Table of Contents
2026 Annual Shareholders' Meeting Procedure ... 1
Realtek Semiconductor Corp. 2026 Annual Shareholders' Meeting Agenda ... 2
1. Report Items ... 3
2. Ratification Items ... 12
3. Discussion Items ... 14
4. Extraordinary Motions ... 15
Attachment ... 16
Attachment 1: Independent Auditors' Report and 2025 Consolidated Financial Statements ... 16
Attachment 2: Independent Auditors' Report and 2025 Parent Company Only Financial Statements ... 27
Appendix ... 39
Appendix 1: Articles of Incorporation ... 39
Appendix 2: Rules of Procedures for Shareholders Meeting ... 45
Appendix 3: Shareholding of Directors ... 49
1
Realtek Semiconductor Corp.
2026 Annual Shareholders’ Meeting Procedure
- Meeting Commencement Announced
- Chairman’s Address
- Report Items
- Ratification Items
- Discussion Items
- Extraordinary Motions
- Adjournment
Realtek Semiconductor Corp. 2026 Annual Shareholders' Meeting Agenda
- Time: 9:00 a.m., May 27, 2026 (Wednesday)
- Place: No.1, Industry East 2nd Road, HsinChu Science Park Life Hub, Bach Conference Room
- Shareholders' meeting will be held by physical meeting
- Chairman: Chiu, Sun-Chien, Chairman
- Chairman’s Address
- Report Items
(1) Business report of 2025
(2) Audit Committee’s review report
(3) To report 2025 employees’ compensation and directors’ remuneration
(4) To report 2025 cash dividends distribution from retained earnings
(5) To report 2025 related party transactions - Ratification Items
(1) 2025 business report and financial statements
(2) Distribution of 2025 retained earnings - Discussion Item
(1) Proposal to release the non-compete restriction on directors - Extraordinary Motions
- Adjournment
Note: 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 and discussion item.
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Report Items
Report 1: Business report of 2025
Explanation: Please refer to the following for the business report.
Business Report
Dear Shareholders, Ladies and Gentlemen:
1. 2025 Operating Results
Despite fluctuations in tariffs and macroeconomic conditions impacting the end market during the first half of the year, robust demand for AI accelerators and high-performance computing (HPC) fueled a supply shortage and price increase in memory products, driving strong growth momentum in the semiconductor industry in 2025. According to the latest estimates from the World Semiconductor Trade Statistics (WSTS), global semiconductor industry revenue was projected to reach US$772 billion in 2025, representing a 22.5% increase over 2024. This growth was primarily driven by two segments: logic products, which are expected to grow by 37% year-over-year, and memory products, which are projected to increase by 28%. Against this backdrop, Realtek's core markets—including personal computers, networking, consumer electronics, and automotive—demonstrated operational resilience, supported by stable market demand, ongoing optimization of product portfolios, and the trend toward specification upgrades. Thanks to the dedication of all employees and close collaboration with customers and the supply chain, Realtek Group continued to achieve revenue growth and maintain stable profitability in 2025. The Group's consolidated annual revenue reached NT$122.71 billion, an increase of 8.21% from the previous year. Operating gross profit was NT$61.37 billion, representing a year-over-year increase of 7.4%. Net profit after tax amounted to NT$14.75 billion, down 3.5% compared to the prior year, and earnings per share were NT$28.77.
Innovation is the driving force behind Realtek's continued growth. We are committed to enhancing product performance and creating differentiated advantages to build robust market competitiveness. In terms of intellectual property achievements, we have strengthened our R&D capabilities. According to the Taiwan Intellectual Property Office's 2025 ranking of top domestic patent applicants, Realtek submitted 286 invention patent applications, placing us at rank 6 and highlighting our strong R&D output. Furthermore, Realtek has been included in Clarivate's "Top 100 Global Innovators" for the fifth consecutive year, with both domestic and international recognition affirming our solid patent portfolio and deep innovation capabilities. In addition, Realtek's products stood out in multiple industry evaluations in 2025, receiving numerous honors and accolades. At the 2025 Computex Taipei, our ultra-low-power multimodal AI system-on-chip (RTL8735C) won the Best Choice Golden Award. Our multifunction wireless high-speed transmission chip (RTL8922D) and enterprise edge AI switch chip (RTL9335) both received Best
Choice Category Awards. The smart wearable Bluetooth audio SoC (RTL8773DO) was honored with the 2025 EE Awards Asia Gold Selection Award for “Best RF/Wireless IC of the Year.” The ultra-low-power multimodal AI SoC (RTL8735C) also earned the Hsinchu Science Park Outstanding Company Innovative Product Award for 2025. Additionally, in terms of supply chain partnerships, Realtek received the Bosch Global Supplier Award in the category ‘Materials and Components’. This prestigious honor recognizes Realtek’s technological strength, product competitiveness, quality, and customer service. Our automotive-related products are positioned to further contribute to the company’s future growth momentum.
To realize our vision for sustainable corporate development, Realtek is committed to strengthening corporate governance. In 2025, we established the “Sustainable Development Committee” under the Board of Directors to oversee the implementation and effectiveness of key sustainability strategies. Cross-functional project teams are responsible for executing various sustainability initiatives and regularly report their progress to the Board, ensuring that project outcomes meet expectations. Additionally, we have linked sustainability performance metrics to management compensation structures to reinforce governance and accountability.
In terms of environmental sustainability, Realtek actively advances product design to develop chip solutions that are more efficient, smarter, and lower in power consumption. We integrate green operational practices, establish carbon reduction pathways aligned with leading international initiatives, and collaborate with supply chain partners to create a green value chain. Our goal is to become a pivotal driver in the development of the AI world while fulfilling our environmental responsibilities. We regard our employees as our most valuable asset. Realtek continuously improves diverse recruitment channels and talent development systems while striving to build a safe, supportive, and rewarding workplace with competitive compensation and benefits. To enhance employee cohesion and share business success, we officially launched an Employee Stock Purchase Plan (ESPP) in June 2025. Regarding employee satisfaction, we regularly conduct engagement surveys and implement targeted improvement plans based on the feedback received.
2. 2026 Business Plan
Realtek remains committed to technology and product innovation at its core. While maintaining its leadership in established markets, we are proactively expanding into new application areas with the goal of achieving simultaneous growth in both revenue and profitability. Looking ahead to 2026, Realtek is poised to capitalize on momentum from mainstream specification upgrades and the emergence of new opportunities driven by generative AI at the edge. We will continue to invest resources in networking communications, consumer electronics, personal computers and peripherals, automotive, and other emerging application fields. By developing highly competitive solutions, Realtek not only facilitates technological upgrades in mainstream markets but also further extends its presence in niche application segments.
In the wireless networking sector, Realtek’s Wi-Fi Certified 7™ solutions have demonstrated steady growth in both the PC and router markets. With ongoing specification upgrades, Wi-Fi 7 penetration is expected to increase significantly in 2026. Beyond traditional applications, rising
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demand for greater bandwidth and faster speeds is driving the adoption of Wi-Fi 7 technology in game consoles and broadband telecommunications equipment. Realtek is also proactively advancing next-generation Wi-Fi 8 solutions and plans to participate in the Wi-Fi Alliance's interoperability Plugfest in 2026.
Building on years of experience in the IoT market, Realtek's solutions have evolved from intelligent control to voice and real-time video applications. Future strategies will focus on integrating advanced human and spatial sensing technologies, including Wi-Fi Radar, Wi-Fi Sensing, and channel sounding, alongside cloud-based generative AI, enabling customers to seamlessly connect to the AI ecosystem. In addition, Realtek is developing an on-premise large language model (LLM) platform to empower smart home products, delivering intuitive and convenient solutions for end users. In the Bluetooth chip domain, supported by leading technology companies such as Apple, Google, and Amazon, demand is rising for smart home devices that integrate IEEE802.15.4 multimode capabilities and support Matter over Thread, aligning with global standards. Realtek assists brand clients in adopting these specifications to access global markets. As a key driver in Bluetooth audio solutions, Realtek offers low-latency gaming headset solutions for an enhanced user experience. Moving forward, the company will introduce new Bluetooth single-chip solutions supporting wireless bidirectional communication and near-field object localization, expanding into new application segments. Furthermore, leveraging its Bluetooth audio platform and proprietary low-power IoT chips, Realtek has successfully launched smart glasses and digital voice recorder solutions, extending Bluetooth technology from personal entertainment and smart home applications to intelligent cloud-based use cases.
In the Ethernet sector, Realtek is dedicated to maintaining its market leadership and expanding next-generation products. Driven by the increasing demand for high bandwidth stemming from AI, 5G, and IoT applications, we are actively investing in optical communication technologies to ensure long-term competitiveness in high-speed data transmission environments. This demonstrates our commitment to technological innovation and future infrastructure planning. In the short term, the adoption of 2.5GbE, 5GbE, and even 10GbE Ethernet chips in the motherboard market continues to rise due to ongoing specification upgrades. Realtek's 10GbE series products, launched in 2025, have successfully penetrated server-grade edge AI platforms, opening new application markets. The next phase will see the introduction of 25GbE Ethernet solutions to maintain our technological edge and expand market influence. As AI, big data, and cloud services rapidly evolve, the market's need for high bandwidth and low latency continues to grow, making 100G, 800G, and even 1.6T optical networks increasingly critical. To address this, Realtek has mapped out a comprehensive Optical PHY chip development plan, with 100G Optical PHY products launched in 2025 and PAM4 DSP chips under development to support cutting-edge 400G and 800G modules. Leveraging our strengths in high-speed SerDes and low-power design, we are strategically positioning ourselves in data center and telecommunications backbone networks, high-performance computing (HPC), and AI server markets. In the switch and PON space, governments and telecom operators worldwide are accelerating the deployment of 10GPON and Wi-Fi 7 router infrastructure, driving demand for Multi-G Ethernet switches. Realtek's comprehensive product portfolio has secured our position in the supply chains of major global telecom operators and leading networking brands. At the same time, we continue to accumulate key clients in the mid- to high-end managed switch market, with
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mass production expected in 2026 for applications covering urban infrastructure and enterprise campuses. Our high-end campus network aggregation-level 24/48*10GbE switch solutions, launched in 2025, have already been adopted by major telecom companies and brand customers and are projected to drive significant growth in 2026. As global fiber-optic network upgrades advance, Realtek's XG-PON products, combined with our Wi-Fi technology, are steadily increasing market share worldwide, and we are progressively rolling out 25 Gbps fiber access solutions.
In the personal computer sector, according to IDC data, PC shipments in 2025 are expected to grow approximately 4% year-over-year, driven by the upgrade cycle from Windows 10 to Windows 11 and the increasing penetration of AI PCs. Realtek's PC-related products have outperformed the market. In addition to ongoing improvements in power efficiency for its audio products, Realtek has integrated proprietary multi-model AI algorithms. By leveraging neural network technologies and combining expertise in imaging and wireless networking, Realtek has developed more comprehensive decision-making models. Together with ongoing advancements in automatic speech recognition and speech synthesis, these innovations will significantly enhance the PC user experience, positioning Realtek's solutions as indispensable AI assistants for consumers. Looking ahead to 2026, Realtek will further strengthen customer engagement, providing comprehensive support from microphone and speaker design recommendations to VoIP, voice wake-up, and recognition testing and calibration tools—all aimed at delivering optimal user experiences. Through diversified solutions, Realtek will boost generative AI (GAI) applications on PCs, ensuring leadership in both technology specification and market share. For imaging signal processing chips, Realtek has fully launched its third-generation Edge AI PC webcam SoC, featuring the latest imaging technologies. This solution not only enhances computational performance but also significantly reduces power consumption, delivering a differentiated and competitive human-machine interaction experience for AI PCs. The product has already attracted major brand clients, with clear development progress and mass production scheduled to begin in 2026, providing new revenue growth momentum and further strengthening Realtek's technological leadership and market share in the mid- to high-end PC segment. This will consolidate Realtek's global leadership in PC imaging and edge AI applications. As high-speed interface standards advance, Realtek is building upon its successful USB4 40Gbps hub experience by actively developing the next-generation USB4 v2 80Gbps hub controller chip. This proactive approach positions Realtek to capture opportunities in the ultra-high-speed transmission market, widening the technology gap with competitors and securing future product competitiveness. Additionally, in response to new business opportunities arising from AI PCs, Realtek's new product lines—such as fingerprint recognition and embedded controller (EC) chips—are progressively being adopted by major PC manufacturers, demonstrating the effectiveness of Realtek's diversified development strategy.
Realtek continues to advance in the multimedia application sector by integrating cutting-edge artificial intelligence (AI) technology into its TV system-on-chip (SoC) solutions. These SoCs combine industry-leading image enhancement and audio optimization to deliver an outstanding audiovisual experience. The latest intelligent display SoC integrates multi-core CPU and high-performance GPU architectures, supporting ultra-high-definition 4K/5K displays and 120Hz refresh rates. This enables smooth video processing, precise voice control, and high-bandwidth streaming
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capabilities. Additionally, the built-in AI image enhancement engine automatically adjusts brightness, contrast, and color based on scene detection, providing visual quality comparable to premium TVs. The product features a multi-system compatible platform supporting major operating environments, including Android and Linux, offering brand clients exceptional development flexibility. For intelligent display SoC applications, this solution integrates Wi-Fi and Bluetooth control modules, allowing seamless connectivity with keyboards, mice, smartphones, and cloud services. This redefines the user experience for "hostless workspaces," enabling effortless remote work, streaming entertainment, or mobile device mirroring—all through a single intelligent display. Leveraging robust computing power, outstanding energy efficiency, and highly integrated AI multimedia technologies, Realtek empowers clients to accelerate next-generation smart display product development and secure early market leadership.
In the automotive sector, Realtek continues to outperform the broader market by leveraging a comprehensive portfolio of automotive Ethernet physical layer (PHY) solutions and highly integrated switch products. The upcoming fourth-generation switch chip, set for mass production, leads the industry by supporting the highest functional safety standard, ASIL-D. In addition, the company is actively developing a series of high-speed asymmetric PHY bridge transceivers (Automotive SerDes Alliance Motion Link, ASA-ML), aiming to establish these products as industry standards and ensure broad applicability for in-vehicle camera data bridging to meet diverse customer requirements. Realtek is also focusing on key applications for advanced autonomous driving by developing automotive gateway solutions. For the smart cockpit market, Realtek has introduced a range of single-chip products targeting multiple market segments, utilizing a modular architecture and supporting open ecosystems to enable rapid deployment across various brands and vehicle models. On the wireless connectivity front, Realtek's automotive Wi-Fi 7 solutions are fully compliant with automotive standards and meet the high bandwidth demands of in-car audio-visual entertainment systems. These solutions deliver superior performance in integration and reliability compared to peer offerings. By combining additional products such as automotive AI-enabled voice digital signal processor SoCs, power amplifier chips, and display-related chipsets, the automotive domain will continue to be a major driver of Realtek's future growth.
3. Strategy for Future Development and Impact by Competitive, Regulatory, and Macro Conditions
Looking ahead, Realtek will strategically capitalize on key business opportunities arising from advancements in edge AI devices and various connectivity technology upgrades. We will continue to enhance our core technology and product portfolio while integrating AI-powered intelligent tools into product design, R&D processes, and daily operations to significantly boost innovation and organizational efficiency. In alignment with our commitment to environmental sustainability, we are dedicated to optimizing our product mix, increasing the share of high-value-added and clean technology products, and driving sustainable company development through robust R&D capabilities. To address external competitive pressures, Realtek will focus on expanding our technology leadership, building high barriers to entry, and leveraging flexible customer technical support capabilities and cost optimization strategies to maintain our market-leading position.
Concurrently, we actively implement green design principles and strengthen cybersecurity management to ensure our products meet the stringent standards of leading international clients. Regarding the overall business environment, we are mindful of geopolitical factors, demand fluctuations caused by inflation, and key material supply uncertainties stemming from the growth of high-performance computing (HPC). Realtek will continue to reinforce supply chain resilience by diversifying wafer foundry and packaging/testing operations to spread risk, while closely monitoring inventory levels and market trends across our operations and downstream customers. With agile operational strategies, we are well positioned to navigate macroeconomic uncertainties. Finally, we sincerely thank our shareholders for their ongoing support and trust. We remain committed to creating new growth opportunities and enhancing shareholder value.
We wish you all health and success in the future.
Chairman: Chiu, Sun-Chien
President: Yen, Kuang-Yu
Controller: Chang, Jr-Neng
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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 Board of Directors hereby submits the Company's 2025 business report, financial statements, and distribution of retained earnings. The financial statements have been audited by PricewaterhouseCoopers, who have concluded that they fairly present the Company's financial position, operating performance, and cash flows. Upon review by the Audit Committee, no objections were raised. Therefore, in accordance with the Securities and Exchange Act and the Company Act, we report as above.
To:
2026 Annual Shareholders’ Meeting
Realtek Semiconductor Corp.
Chairman of the Audit Committee: Hsieh, Yin-Ching
February 26, 2026
Report 3: To report 2025 employees' compensation and directors' remuneration
Explanation:
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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. No less than 0.5% of the annual profits shall be allocated as compensation for basic level employees from employees' compensation.
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The Board of Directors resolved the distribution of 2025 employees' compensation and directors' remuneration as follows:
Unit: NT dollars
| Item | Amount | Profit Ratio |
|---|---|---|
| Employees’ compensation (including basic level employees’ compensation) | 4,339,190,999 | 21.92% |
| Basic level employees’ compensation | 700,000,000 | 3.54% |
| Directors’ remuneration | 100,000,000 | 0.51% |
Note: Employees' compensation and directors' remuneration amount are consistent with the 2025 annual estimated expenses.
- The above employees' compensation and directors' remuneration are all paid in cash.
Report 4: To report 2025 cash dividends distribution from retained earnings
Explanation:
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The Board of Directors resolved that the 2025 cash dividends distribution from retained earnings is NT$ 12,887,816,025. 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$25 per share.
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Due to the changes of outstanding shares caused by the Company's subsequent events such as shares buyback, transfer or cancellation of treasury stocks, issuance and reclaim or cancellation of new restricted employee shares or others, the cash distribution per share might be affected. The Chairman is authorized by the Board of Directors to adjust the distribution.
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The cash distribution to each shareholder is rounded down to one dollar (under one dollar is rounded down). The rounded down amounts are recognized as the Company's other income.
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The Chairman is authorized by the Board of Directors to determine the cash dividend record date and payment date.
Report 5: To report 2025 related party transactions
Explanation:
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The actual transaction amount between the Company and its subsidiaries and the related party, GMI Technology Inc., in 2025 is NT$ 17,494,586 thousand, accounting for 14.25% of the Company's consolidated net operating revenue, and the collection term is 30-60 days after monthly billings.
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There is no significant difference in the transaction prices and collection terms for sales of goods available to non-related parties. In 2025, 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.
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Ratification Items
Proposal 1
Proposed by the Board of Directors
Subject: 2025 business report and financial statements. Approval is respectfully requested.
Explanation:
The 2025 financial statements have been audited by PricewaterhouseCoopers 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 3-8, page 16-26, Attachment 1, and page 27-38, Attachment 2, of this handbook.
Resolution:
Proposal 2
Proposed by the Board of Directors
Subject: Distribution of 2025 retained earnings. Approval is respectfully requested.
Explanation: The distribution of 2025 retained earnings was approved by the Board of Directors.
Realtek Semiconductor Corporation
Distribution of retained earnings
2025
Unit: NT dollars
| Item | Amount |
|---|---|
| 2025 Net Income after taxes | 14,753,249,396 |
| Plus: Other equity Carries Forward Retained Earnings | 5,787,813 |
| 2025 Earnings Available for Distribution | 14,759,037,209 |
| Plus: Previous Year’s Unappropriated Earnings | 18,973,628,176 |
| Cumulative Earnings Available for Distribution for 2025 | 33,732,665,385 |
| Items for Distribution: | |
| Dividends to Shareholders (distributed in cash) | (12,887,816,025) |
| Unappropriated Retained Earnings | 20,844,849,360 |
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 2025 profit, then the following sequence adopted in last-in first-out method are the previous year's part before 2025 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:
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Discussion Items
Proposal 1
Proposed by the Board of Directors
Subject: Proposal to release the non-compete restriction on directors
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.
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Since a director and an independent director are engaged in business activities that are the same as or similar to the business scope of the Company, which constitutes a competitive situation, the following items are proposed for approval at the shareholders' meeting in accordance with the law to release the non-compete restriction.
| Title | Name | Concurrent Position of another Company |
|---|---|---|
| Director | Yeh, Po-Len | Representative of juristic person director, TwHealth Nexus Inc. |
| Independent Director | Yang, Pan-Chyr | 1. Chairman, TwHealth Nexus Inc. |
| 2. Representative of juristic-person director, Taishin Venture Capital Co., Ltd. | ||
| 3. Independent Director, aetherAI Co., Ltd. | ||
| 4. Representative of juristic-person director, Everbright Biofund | ||
| 5. Director, Taiwan AI Labs | ||
| 6. Vice President, Institute for Biotechnology and Medicine Industry |
Resolution:
Note: 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 and discussion item.
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Extraordinary Motions
Adjournment
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Attachment
Attachment 1: Independent Auditors’ Report and 2025 Consolidated Financial Statements
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
PWCR25000250
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, 2025 and 2024, 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 material 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, 2025 and 2024, 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 2025 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 2025 consolidated financial statements are stated as follows:
Evaluation of inventories
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, 2025 and 2024.
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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:
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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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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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.
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Li, Tien-Yi
Cheng, Ya-Huei
For and on behalf PricewaterhouseCoopers, Taiwan
February 26, 2026
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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(Expressed in thousands of New Taiwan dollars)
REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 13,065,867 | 10 | $ 14,812,459 | 13 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 6,813,280 | 5 | 7,520,809 | 7 |
| 1136 | Financial assets at amortised cost - current | 6(4) | 41,496,448 | 32 | 32,766,211 | 29 |
| 1170 | Accounts receivable, net | 6(5) | 12,689,707 | 10 | 12,305,290 | 11 |
| 1180 | Accounts receivable, net - related parties | 6(5) and 7 | 2,321,477 | 2 | 2,641,074 | 2 |
| 1200 | Other receivables | 617,201 | - | 604,664 | - | |
| 130X | Inventories, net | 6(6) | 19,560,914 | 15 | 13,506,049 | 12 |
| 1410 | Prepayments | 792,185 | 1 | 501,451 | - | |
| 11XX | Total current assets | 97,357,079 | 75 | 84,658,007 | 74 | |
| Non-current assets | ||||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 6(3) | 3,303,641 | 3 | 3,340,653 | 3 |
| 1535 | Financial assets at amortised cost - non-current | 6(4) and 8 | 10,768,213 | 8 | 9,067,774 | 8 |
| 1550 | Investments accounted for under equity method | 6(7) | 103,472 | - | 120,646 | - |
| 1600 | Property, plant and equipment | 6(8) | 10,604,975 | 8 | 9,610,167 | 9 |
| 1755 | Right-of-use assets | 6(9) | 1,502,411 | 1 | 1,681,636 | 2 |
| 1760 | Investment property | 6(10) | 27,174 | - | 31,121 | - |
| 1780 | Intangible assets | 6(11) | 3,474,723 | 3 | 2,659,135 | 2 |
| 1840 | Deferred income tax assets | 6(28) | 505,874 | - | 437,137 | - |
| 1900 | Other non-current assets | 9 | 2,255,801 | 2 | 2,290,454 | 2 |
| 15XX | Total non-current assets | 32,546,284 | 25 | 29,238,723 | 26 | |
| 1XXX | Total assets | $ 129,903,363 | 100 | $ 113,896,730 | 100 |
(Continued)
(Expressed in thousands of New Taiwan dollars)
REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(12) | $ 10,090,000 | 8 | $ 4,500,000 | 4 |
| 2130 | Contract liabilities - current | 6(21) | 691,119 | 1 | 413,754 | - |
| 2150 | Notes payable | 5,000 | - | - | - | |
| 2170 | Accounts payable | 11,396,095 | 9 | 9,255,237 | 8 | |
| 2180 | Accounts payable - related parties | 7 | 337,064 | - | 328,371 | - |
| 2200 | Other payables | 6(13) | 36,512,622 | 28 | 31,243,185 | 28 |
| 2220 | Other payables - related parties | 7 | 61,021 | - | 80,507 | - |
| 2230 | Current income tax liabilities | 3,495,384 | 3 | 2,134,229 | 2 | |
| 2280 | Lease liabilities - current | 99,268 | - | 113,601 | - | |
| 2300 | Other current liabilities | 6(21) | 12,068,337 | 9 | 9,892,091 | 9 |
| 21XX | Total current liabilities | 74,755,910 | 58 | 57,960,975 | 51 | |
| Non-current liabilities | ||||||
| 2550 | Provisions - non-current | 6(16) | 1,334,672 | 1 | 1,266,560 | 1 |
| 2570 | Deferred income tax liabilities | 6(28) | 335,248 | - | 265,722 | - |
| 2580 | Lease liabilities - non-current | 1,191,144 | 1 | 1,361,638 | 1 | |
| 2600 | Other non-current liabilities | 74,303 | - | 84,347 | - | |
| 25XX | Total non-current liabilities | 2,935,367 | 2 | 2,978,267 | 2 | |
| 2XXX | Total liabilities | 77,691,277 | 60 | 60,939,242 | 53 | |
| Equity | ||||||
| Share capital | 6(17) | |||||
| 3110 | Common shares | 5,155,126 | 4 | 5,128,636 | 5 | |
| Capital surplus | 6(18) | |||||
| 3200 | Capital surplus | 1,623,486 | 1 | 287,282 | - | |
| Retained earnings | 6(19) | |||||
| 3310 | Legal reserve | 8,882,764 | 7 | 8,882,764 | 8 | |
| 3350 | Undistributed earnings | 33,732,665 | 26 | 32,051,651 | 28 | |
| Other equity interest | 6(20) | |||||
| 3400 | Other equity interest | 2,808,327 | 2 | 6,597,430 | 6 | |
| 31XX | Equity attributable to holders of the parent company | 52,202,368 | 40 | 52,947,763 | 47 | |
| 36XX | Non-controlling interest | 9,718 | - | 9,725 | - | |
| 3XXX | Total equity | 52,212,086 | 40 | 52,957,488 | 47 | |
| Significant contingent liabilities and unrecognized contract commitments | 9 | |||||
| 3X2X | Total liabilities and equity | $ 129,903,363 | 100 | $ 113,896,730 | 100 |
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
Year ended December 31
REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| Items | Notes | 2025 | 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Operating revenue | 6(21) and 7 | $ 122,706,372 | 100 | $ 113,393,698 | 100 |
| 5000 | Operating costs | 6(6) and 7 | ( 61,332,694 ) | ( 50 ) | ( 56,231,862 ) | ( 50 ) |
| 5950 | Gross profit | 61,373,678 | 50 | 57,161,836 | 50 | |
| Operating expenses | 6(26)(27) and 7 | |||||
| 6100 | Selling expenses | ( 5,983,952 ) | ( 5 ) | ( 4,793,105 ) | ( 4 ) | |
| 6200 | General and administrative expenses | ( 5,875,678 ) | ( 5 ) | ( 5,328,736 ) | ( 5 ) | |
| 6300 | Research and development expenses | ( 35,124,986 ) | ( 28 ) | ( 33,543,624 ) | ( 29 ) | |
| 6450 | Expected credit (losses) gains | 12(2) | ( 29,221 ) | - | 5,175 | - |
| 6000 | Total operating expenses | ( 47,013,837 ) | ( 38 ) | ( 43,660,290 ) | ( 38 ) | |
| 6900 | Operating income | 14,359,841 | 12 | 13,501,546 | 12 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(22) | 2,666,145 | 2 | 2,792,033 | 2 |
| 7010 | Other income | 6(23) | 190,435 | - | 305,375 | - |
| 7020 | Other gains and losses | 6(24) | 161,013 | - | 71,467 | - |
| 7050 | Finance costs | 6(25) | ( 118,423 ) | - | ( 288,398 ) | - |
| 7060 | Share of profit (loss) of associates and joint ventures accounted for under equity method | 1,517 | - | ( 40,813 ) | - | |
| 7000 | Total non-operating income and expenses | 2,900,687 | 2 | 2,839,664 | 2 | |
| 7900 | Profit before income tax, net | 17,260,528 | 14 | 16,341,210 | 14 | |
| 7950 | Income tax expense | 6(28) | ( 2,507,212 ) | ( 2 ) | ( 1,049,685 ) | ( 1 ) |
| 8200 | Net income for the year | $ 14,753,316 | 12 | $ 15,291,525 | 13 | |
| Other comprehensive income (losses), net | 6(20) | |||||
| Components of other comprehensive income (losses) that will not be reclassified to profit or loss | ||||||
| 8316 | Unrealised gains from investments in equity instruments measured at fair value through other comprehensive income | $ 74,730 | - | $ 229,072 | - | |
| Components of other comprehensive income (losses) that will be reclassified to profit or loss | ||||||
| 8361 | Financial statements translation differences of foreign operations | ( 2,515,370 ) | ( 2 ) | 3,146,510 | 3 | |
| 8300 | Other comprehensive (losses) income, net | ( $ 2,440,640 ) | ( 2 ) | $ 3,375,582 | 3 | |
| 8500 | Total comprehensive income for the year | $ 12,312,676 | 10 | $ 18,667,107 | 16 | |
| Net income attributable to: | ||||||
| 8610 | Equity holders of the parent company | $ 14,753,249 | 12 | $ 15,291,442 | 13 | |
| 8620 | Non-controlling interest | 67 | - | 83 | - | |
| Net income for the year | $ 14,753,316 | 12 | $ 15,291,525 | 13 | ||
| Comprehensive income attributable to: | ||||||
| 8710 | Equity holders of the parent company | $ 12,312,609 | 10 | $ 18,667,024 | 16 | |
| 8720 | Non-controlling interest | 67 | - | 83 | - | |
| Total comprehensive income for the year | $ 12,312,676 | 10 | $ 18,667,107 | 16 | ||
| Earnings per share (in dollars) | ||||||
| 9750 | Basic earnings per share | 6(29) | $ | 28.77 | $ | 29.82 |
| 9850 | Diluted earnings per share | 6(29) | $ | 28.06 | $ | 29.32 |
REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
Equity attributable to owners of the parent company
| Notes | Common shares | Capital surplus | Retained Earnings | Other equity interest | Total | Non-controlling interest | Total equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Undistributed earnings | Financial statements translation differences of foreign operations | Unrealised income (losses) from financial assets measured at fair value through other comprehensive income | Unearned employee compensation | ||||||||
| 2024 | ||||||||||||
| Balance at January 1, 2024 | $ 5,128,636 | $ 542,048 | $ 8,882,764 | $ 24,845,272 | $ 1,578,157 | $ 1,251,583 | $ - | $ 42,228,460 | $ 9,702 | $ 42,238,162 | ||
| Net income for the year | - | - | - | 15,291,442 | - | - | - | 15,291,442 | 83 | 15,291,525 | ||
| Other comprehensive income for the year | 6(20) | - | - | - | - | 3,146,510 | 229,072 | - | 3,375,582 | - | 3,375,582 | |
| Total comprehensive income for the year | - | - | - | 15,291,442 | 3,146,510 | 229,072 | - | 18,667,024 | 83 | 18,667,107 | ||
| Distribution of 2023 earnings | ||||||||||||
| Cash dividends | 6(19) | - | - | - | ( 7,692,955 ) | - | - | - | ( 7,692,955 ) | - | ( 7,692,955 ) | |
| Cash from capital surplus | 6(18)(19) | - | ( 256,432 ) | - | - | - | - | - | ( 256,432 ) | - | ( 256,432 ) | |
| Change in equity of associates accounted for under equity method | 6(18) | - | 1,315 | - | - | - | - | - | 1,315 | - | 1,315 | |
| Disposal of financial assets at fair value through other comprehensive income or losses | 6(20) | - | - | - | ( 392,108 ) | - | 392,108 | - | - | - | - | |
| Cash dividends returned | 6(18) | - | 351 | - | - | - | - | - | 351 | - | 351 | |
| Changes in non-controlling interest | - | - | - | - | - | - | - | - | ( 60 ) | ( 60 ) | ||
| Balance at December 31, 2024 | $ 5,128,636 | $ 287,282 | $ 8,882,764 | $ 32,051,651 | $ 4,724,667 | $ 1,872,763 | $ - | $ 52,947,763 | $ 9,725 | $ 52,957,488 | ||
| 2025 | ||||||||||||
| Balance at January 1, 2025 | $ 5,128,636 | $ 287,282 | $ 8,882,764 | $ 32,051,651 | $ 4,724,667 | $ 1,872,763 | $ - | $ 52,947,763 | $ 9,725 | $ 52,957,488 | ||
| Net income for the year | - | - | - | 14,753,249 | - | - | - | 14,753,249 | 67 | 14,753,316 | ||
| Other comprehensive (losses) income for the year | 6(20) | - | - | - | - | ( 2,515,370 ) | 74,730 | - | ( 2,440,640 ) | - | ( 2,440,640 ) | |
| Total comprehensive income (losses) for the year | - | - | - | 14,753,249 | ( 2,515,370 ) | 74,730 | - | 12,312,609 | 67 | 12,312,676 | ||
| Distribution of 2024 earnings | ||||||||||||
| Cash dividends | 6(19) | - | - | - | ( 13,078,023 ) | - | - | - | ( 13,078,023 ) | - | ( 13,078,023 ) | |
| Restricted stocks to employees | 6(17)(18) | 26,490 | 1,335,096 | - | - | - | - | ( 1,361,586 ) | - | - | - | |
| Compensation cost of share-based payments | 6(15)(20) | - | - | - | - | - | - | 18,911 | 18,911 | - | 18,911 | |
| Disposal of financial assets at fair value through other comprehensive income or losses | 6(20) | - | - | - | 5,788 | - | ( 5,788 ) | - | - | - | - | |
| Cash dividends returned | 6(18) | - | 400 | - | - | - | - | - | 400 | - | 400 | |
| Other changes in capital surplus | 6(18) | - | 708 | - | - | - | - | - | 708 | - | 708 | |
| Changes in non-controlling interest | - | - | - | - | - | - | - | - | ( 74 ) | ( 74 ) | ||
| Balance at December 31, 2025 | $ 5,155,126 | $ 1,623,486 | $ 8,882,764 | $ 33,732,665 | $ 2,209,297 | $ 1,941,705 | ($ 1,342,675 ) | $ 52,202,368 | $ 9,718 | $ 52,212,086 |
(Expressed in thousands of New Taiwan dollars)
REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 17,260,528 | $ 16,341,210 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation | 6(26) | 1,535,928 | 1,460,905 |
| Amortization | 6(11)(26) | 2,183,375 | 1,883,109 |
| Expected credit losses (gains) | 12(2) | 29,221 | ( 5,175 ) |
| Interest expense | 6(25) | 118,423 | 288,398 |
| Interest income | 6(22) | ( 2,666,145 ) | ( 2,792,033 ) |
| Dividend income | 6(23) | ( 21,117 ) | ( 18,575 ) |
| Compensation cost of share-based payments | 6(15) | 18,911 | - |
| Gains on financial assets at fair value through profit or loss | 6(2)(24) | ( 146,367 ) | ( 79,049 ) |
| Share of (profit) loss of associates and joint ventures | 6(7) | ( 1,517 ) | 40,813 |
| accounted for under equity method | 815 | 78 | |
| Losses on disposal of property, plant and equipment | 6(24) | - | 53,000 |
| Impairment losses on financial assets | 6(24) | ( 4,385 ) | ( 146 ) |
| Gains arising from lease modifications | 6(24) | 20,277 | - |
| Losses on disposal of investments | 6(24) | ||
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Financial assets at fair value through profit or loss - current | 553,186 | ( 1,998,912 ) | |
| Accounts receivable, net | ( 411,305 ) | ( 1,636,134 ) | |
| Accounts receivable, net - related parties | 317,264 | ( 548,068 ) | |
| Other receivables | ( 39,663 ) | 10,339 | |
| Inventories | ( 6,054,865 ) | ( 1,749,115 ) | |
| Prepayments | ( 290,734 ) | 65,310 | |
| Changes in operating liabilities | |||
| Contract liabilities - current | 277,365 | 77,106 | |
| Notes payable | 5,000 | - | |
| Accounts payable | 2,140,858 | 2,351,228 | |
| Accounts payable - related parties | 8,693 | ( 40,733 ) | |
| Other payables | 4,703,786 | 6,649,569 | |
| Other payables - related parties | ( 19,486 ) | 20,214 | |
| Other current liabilities | 2,176,246 | 1,982,664 | |
| Provisions - non-current | ( 125,752 ) | ( 209,601 ) | |
| Accrued pension obligations | ( 9,864 ) | ( 2,404 ) |
(Continued)
(Expressed in thousands of New Taiwan dollars)
REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Cash inflow generated from operations | $ 21,558,676 | $ 22,143,998 | |
| Interest received | 2,693,271 | 2,793,654 | |
| Dividends received | 21,117 | 18,575 | |
| Interest paid | ( 117,457 ) | ( 292,547 ) | |
| Income tax paid | ( 1,140,264 ) | ( 729,593 ) | |
| Net cash flows from operating activities | 23,015,343 | 23,934,087 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at fair value through profit or loss | - | ( 4,652,794 ) | |
| Proceeds from disposal of financial assets at fair value through profit or loss | 124,730 | 158,781 | |
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income or losses | 18,091 | 18,093 | |
| Proceeds from disposal of financial assets at fair value through other comprehensive income or losses | 7,615 | 120,509 | |
| Acquisition of financial assets at amortised cost | ( 66,476,831 ) | ( 39,991,204 ) | |
| Proceeds from disposal of financial assets at amortised cost | 54,560,155 | 38,762,429 | |
| Acquisition of investments accounted for using equity method | - | ( 28,350 ) | |
| Proceeds from capital reduction of investments accounted for using equity method | 18,692 | - | |
| Acquisition of property, plant and equipment | 6(30) | ( 2,089,496 ) | ( 2,346,904 ) |
| Acquisition of intangible assets | 6(30) | ( 2,575,197 ) | ( 1,647,943 ) |
| Decrease (increase) in refundable deposits | 94,933 | ( 99,791 ) | |
| Increase in other non-current assets | ( 62,977 ) | - | |
| Net cash flows used in investing activities | ( 16,380,285 ) | ( 9,707,174 ) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in short-term borrowings | 6(31) | 76,660,913 | 88,214,680 |
| Decrease in short-term borrowings | 6(31) | ( 71,070,913 ) | ( 87,964,680 ) |
| Decrease in long-term borrowings | 6(31) | - | ( 2,239,560 ) |
| Repayment of principal portion of lease liabilities | 6(31) | ( 128,744 ) | ( 126,960 ) |
| Decrease in guarantee deposits | 6(31) | ( 179 ) | ( 285 ) |
| Cash from capital surplus and cash dividends | ( 13,078,023 ) | ( 7,949,387 ) | |
| Cash dividends returned | 400 | 351 | |
| Other financing activities | 708 | - | |
| Net cash flows used in financing activities | ( 7,615,838 ) | ( 10,065,841 ) | |
| Effect of exchange rate | ( 765,812 ) | 383,096 | |
| Net (decrease) increase in cash and cash equivalents | ( 1,746,592 ) | 4,544,168 | |
| Cash and cash equivalents at beginning of year | 14,812,459 | 10,268,291 | |
| Cash and cash equivalents at end of year | $ 13,065,867 | $ 14,812,459 |
Attachment 2: Independent Auditors' Report and 2025 Parent Company Only Financial Statements
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
PWCR25000260
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, 2025 and 2024, 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 material 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, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our 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 2025 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 2025 parent company only financial statements are stated as follows:
28
Evaluation of inventories
Description
Refer to Note 4(12) 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(4) 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.
29
30
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.
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.
31
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 26, 2026
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
32
(Expressed in thousands of New Taiwan dollars)
REALTEK SEMICONDUCTOR CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 8,361,031 | 7 | $ 7,083,963 | 7 |
| 1110 | Financial assets at fair value through profit or loss - current | 526,220 | - | 677,158 | 1 | |
| 1136 | Financial assets at amortised cost - current | 6(2) | ||||
| 1170 | Accounts receivable, net | 6(3) | 5,658,794 | 5 | 1,639,050 | 2 |
| 1180 | Accounts receivable, net - related parties | 6(3) and 7 | 9,676,194 | 8 | 7,013,282 | 7 |
| 1200 | Other receivables | 1,684,545 | 1 | 1,453,622 | 1 | |
| 1210 | Other receivables - related parties | 7 | 109,137 | - | 80,594 | - |
| 130X | Inventories, net | 6(4) | 61,886 | - | 244,160 | - |
| 1410 | Prepayments | 15,264,019 | 13 | 9,218,023 | 9 | |
| 11XX | Total current assets | 584,405 | 1 | 332,823 | - | |
| Non-current assets | ||||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 67,771 | - | 73,865 | - | |
| 1535 | Financial assets at amortised cost - non-current | 6(2) and 8 | 168,161 | - | 140,453 | - |
| 1550 | Investments accounted for under equity method | 6(5) | 58,860,934 | 50 | 59,274,486 | 57 |
| 1600 | Property, plant and equipment | 6(6) | 10,178,316 | 9 | 9,245,962 | 9 |
| 1755 | Right-of-use assets | 6(7) | 1,341,981 | 1 | 1,546,507 | 2 |
| 1780 | Intangible assets | 6(8) | 3,296,541 | 3 | 2,618,949 | 3 |
| 1840 | Deferred income tax assets | 6(24) | 432,717 | - | 360,563 | - |
| 1900 | Other non-current assets | 9 | 2,229,563 | 2 | 2,267,910 | 2 |
| 15XX | Total non-current assets | 76,575,984 | 65 | 75,528,695 | 73 | |
| 1XXX | Total assets | $ 118,502,215 | 100 | $ 103,271,370 | 100 |
(Continued)
(Expressed in thousands of New Taiwan dollars)
REALTEK SEMICONDUCTOR CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(9) | $ 10,090,000 | 9 | $ 4,500,000 | 4 |
| 2130 | Contract liabilities - current | 6(17) | 559,684 | 1 | 183,330 | - |
| 2150 | Notes payable | 5,000 | - | - | - | |
| 2170 | Accounts payable | 8,894,260 | 8 | 5,627,798 | 6 | |
| 2180 | Accounts payable - related parties | 7 | 231,288 | - | 212,428 | - |
| 2200 | Other payables | 6(10) | 34,370,362 | 29 | 29,134,620 | 28 |
| 2220 | Other payables - related parties | 7 | 249,398 | - | 77,329 | - |
| 2230 | Current income tax liabilities | 1,619,174 | 1 | 1,622,093 | 2 | |
| 2280 | Lease liabilities - current | 31,585 | - | 42,060 | - | |
| 2300 | Other current liabilities | 6(17) | 8,730,213 | 7 | 7,278,485 | 7 |
| 21XX | Total current liabilities | 64,780,964 | 55 | 48,678,143 | 47 | |
| Non-current liabilities | ||||||
| 2570 | Deferred income tax liabilities | 6(24) | 335,248 | - | 265,722 | 1 |
| 2580 | Lease liabilities - non-current | 1,104,827 | 1 | 1,296,801 | 1 | |
| 2600 | Other non-current liabilities | 6(11) | 78,808 | - | 82,941 | - |
| 25XX | Total non-current liabilities | 1,518,883 | 1 | 1,645,464 | 2 | |
| 2XXX | Total liabilities | 66,299,847 | 56 | 50,323,607 | 49 | |
| Equity | ||||||
| Share capital | 6(13) | |||||
| 3110 | Common shares | 5,155,126 | 4 | 5,128,636 | 5 | |
| Capital surplus | 6(14) | |||||
| 3200 | Capital surplus | 1,623,486 | 1 | 287,282 | - | |
| Retained earnings | 6(15) | |||||
| 3310 | Legal reserve | 8,882,764 | 8 | 8,882,764 | 9 | |
| 3350 | Undistributed earnings | 33,732,665 | 28 | 32,051,651 | 31 | |
| Other equity interest | 6(16) | |||||
| 3400 | Other equity interest | 2,808,327 | 3 | 6,597,430 | 6 | |
| 3XXX | Total equity | 52,202,368 | 44 | 52,947,763 | 51 | |
| Significant contingent liabilities and unrecognized contract commitments | 9 | |||||
| 3X2X | Total liabilities and equity | $ 118,502,215 | 100 | $ 103,271,370 | 100 |
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
REALTEK SEMICONDUCTOR CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Operating revenue | 6(17) and 7 | $ 85,368,355 | 100 | $ 75,482,296 | 100 |
| 5000 | Operating costs | 6(4) and 7 | ( 44,222,359 ) | ( 52 ) | ( 39,649,469 ) | ( 53 ) |
| 5900 | Gross profit | 41,145,996 | 48 | 35,832,827 | 47 | |
| 5910 | Unrealized profit from sales | ( 30 ) | - | ( 173 ) | - | |
| 5920 | Realized profit from sales | 48 | - | 280 | - | |
| 5950 | Net operating margin | 41,146,014 | 48 | 35,832,934 | 47 | |
| Operating expenses | 6(22)(23) and 7 | |||||
| 6100 | Selling expenses | ( 4,416,086 ) | ( 5 ) | ( 3,708,204 ) | ( 5 ) | |
| 6200 | General and administrative expenses | ( 4,100,089 ) | ( 5 ) | ( 3,841,679 ) | ( 5 ) | |
| 6300 | Research and development expenses | ( 28,841,156 ) | ( 34 ) | ( 28,103,442 ) | ( 37 ) | |
| 6450 | Expected credit (losses) gains | 12(2) | ( 29,221 ) | - | 5,175 | - |
| 6000 | Total operating expenses | ( 37,386,552 ) | ( 44 ) | ( 35,648,150 ) | ( 47 ) | |
| 6900 | Operating income | 3,759,462 | 4 | 184,784 | - | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(18) and 7 | 400,812 | 1 | 338,243 | 1 |
| 7010 | Other income | 6(19) and 7 | 129,372 | - | 243,727 | - |
| 7020 | Other gains and losses | 6(20) | 6,776 | - | 87,902 | - |
| 7050 | Finance costs | 6(21) | ( 110,610 ) | - | ( 279,055 ) | - |
| 7070 | Share of profit of associates and joint ventures accounted for under equity method | 6(5) | ||||
| 11,171,092 | 13 | 15,397,428 | 20 | |||
| 7000 | Total non-operating income and expenses | 11,597,442 | 14 | 15,612,441 | 21 | |
| 7900 | Profit before income tax, net | 15,356,904 | 18 | 15,797,225 | 21 | |
| 7950 | Income tax expense | 6(24) | ( 603,655 ) | ( 1 ) | ( 505,783 ) | ( 1 ) |
| 8200 | Net income for the year | $ 14,753,249 | 17 | $ 15,291,442 | 20 | |
| Other comprehensive income (losses), net | 6(16) | |||||
| 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 | ($ 6,094 ) | - | ($ 107,036 ) | - | |
| 8330 | Share of other comprehensive income of associates and joint ventures accounted for under equity method | 80,824 | - | 336,108 | 1 | |
| 8310 | Total other comprehensive income that will not be reclassified to profit or loss | 74,730 | - | 229,072 | 1 | |
| Components of other comprehensive income (losses) that will be reclassified to profit or loss | ||||||
| 8380 | Share of other comprehensive (losses) income of associates and joint ventures accounted for under equity method | ( 2,515,370 ) | ( 3 ) | 3,146,510 | 4 | |
| 8300 | Other comprehensive (losses) income, net | ($ 2,440,640 ) | ( 3 ) | $ 3,375,582 | 5 | |
| 8500 | Total comprehensive income for the year | $ 12,312,609 | 14 | $ 18,667,024 | 25 | |
| Earnings per share (in dollars) | ||||||
| 9750 | Basic earnings per share | 6(25) | $ 28.77 | $ 29.82 | ||
| 9850 | Diluted earnings per share | 6(25) | $ 28.06 | $ 29.32 |
(Expressed in thousands of New Taiwan dollars)
REALTEK SEMICONDUCTOR CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| Notes | Common shares | Capital surplus | Retained earnings | Other equity interest | ||||
|---|---|---|---|---|---|---|---|---|
| Legal reserve | Undistributed earnings | Financial statements translation differences of foreign operations | Unrealised income (losses) from financial assets measured at fair value through other comprehensive income | Unearned compensation | ||||
| 2024 | ||||||||
| Balance at January 1, 2024 | $ 5,128,636 | $ 542,048 | $ 8,882,764 | $ 24,845,272 | $ 1,578,157 | $ 1,251,583 | $ - | |
| Net income for the year | - | - | - | 15,291,442 | - | - | 15,291,442 | |
| Other comprehensive income for the year | 6(16) | - | - | - | - | 3,146,510 | 229,072 | - |
| Total comprehensive income for the year | - | - | - | 15,291,442 | 3,146,510 | 229,072 | - | |
| Distribution of 2023 earnings | ||||||||
| Cash dividends | 6(15) | - | - | - | (7,692,955) | - | - | (7,692,955) |
| Cash from capital surplus | 6(14)(15) | - | (256,432) | - | - | - | - | (256,432) |
| Changes in equity of associates accounted for under equity method | 6(14) | - | 1,315 | - | - | - | - | 1,315 |
| Disposal of financial assets at fair value through other comprehensive income or losses | 6(16) | - | - | - | (392,108) | - | 392,108 | - |
| Cash dividends returned | 6(14) | - | 351 | - | - | - | - | 351 |
| Balance at December 31, 2024 | $ 5,128,636 | $ 287,282 | $ 8,882,764 | $ 32,051,651 | $ 4,724,667 | $ 1,872,763 | $ - | |
| 2025 | ||||||||
| Balance at January 1, 2025 | $ 5,128,636 | $ 287,282 | $ 8,882,764 | $ 32,051,651 | $ 4,724,667 | $ 1,872,763 | $ - | |
| Net income for the year | - | - | - | 14,753,249 | - | - | 14,753,249 | |
| Other comprehensive (losses) income for the year | 6(16) | - | - | - | - | (2,515,370) | 74,730 | - |
| Total comprehensive income (losses) for the year | - | - | - | 14,753,249 | (2,515,370) | 74,730 | - | |
| Distribution of 2024 earnings | ||||||||
| Cash dividends | 6(15) | - | - | - | (13,078,023) | - | - | (13,078,023) |
| Restricted stocks to employees | 6(13)(14) | 26,490 | 1,335,096 | - | - | - | (1,361,586) | - |
| Compensation cost of share-based payments | 6(12)(16) | - | - | - | - | - | 18,911 | 18,911 |
| Disposal of financial assets at fair value through other comprehensive income or losses | 6(16) | - | - | - | 5,788 | - | (5,788) | - |
| Cash dividends returned | 6(14) | - | 400 | - | - | - | - | 400 |
| Other changes in capital surplus | 6(14) | - | 708 | - | - | - | - | 708 |
| Balance at December 31, 2025 | $ 5,155,126 | $ 1,623,486 | $ 8,882,764 | $ 33,732,665 | $ 2,209,297 | $ 1,941,705 | $ (1,342,675) |
REALTEK SEMICONDUCTOR CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 15,356,904 | $ 15,797,225 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation | 6(22) | 1,364,143 | 1,282,590 |
| Amortization | 6(8)(22) | 2,165,388 | 1,863,142 |
| Expected credit losses (gains) | 12(2) | 29,221 | ( 5,175 ) |
| Interest expense | 6(21) | 110,610 | 279,055 |
| Interest income | 6(18) | ( 400,812 ) | ( 338,243 ) |
| Dividend income | 6(19) | ( 320 ) | ( 320 ) |
| Compensation cost of share-based payments | 6(12) | 18,911 | - |
| Losses on financial assets at fair value through profit or loss | 6(20) | 24,237 | 40,871 |
| Share of profit of associates and joint ventures accounted for under equity method | 6(5) | ( 11,171,092 ) | ( 15,397,428 ) |
| Impairment losses on financial assets | 6(20) | - | 53,000 |
| Gains arising from lease modifications | 6(20) | ( 4,385 ) | - |
| Losses on disposal of investments | 20,277 | - | |
| Unrealized profit from sales | ( 18 ) | ( 107 ) | |
| Unrealized loss from disposals of intangible assets | 35,999 | - | |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Accounts receivable, net | ( 2,689,800 ) | 609,474 | |
| Accounts receivable, net - related parties | ( 233,256 ) | ( 91,614 ) | |
| Other receivables | ( 16,003 ) | 3,077 | |
| Other receivables, - related parties | ( 431 ) | ( 3,014 ) | |
| Inventories | ( 6,045,996 ) | ( 1,398,144 ) | |
| Prepayments | ( 251,582 ) | 36,223 | |
| Changes in operating liabilities | |||
| Contract liabilities - current | 376,354 | 51,477 | |
| Notes payable | 5,000 | - | |
| Accounts payable | 3,266,462 | 669,791 | |
| Accounts payable - related parties | 18,860 | ( 99,422 ) | |
| Other payables | 4,507,503 | 7,356,370 | |
| Other payables - related parties | 172,069 | ( 201,935 ) | |
| Other current liabilities | 1,451,728 | 1,648,336 | |
| Accrued pension obligations | ( 3,954 ) | ( 3,602 ) |
(Continued)
38
REALTEK SEMICONDUCTOR CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| Cash inflow generated from operations | $ 8,106,017 | $ 12,151,627 | |
| Interest received | 388,272 | 255,792 | |
| Dividends received | 9,114,437 | 6,526,861 | |
| Interest paid | ( 109,644 ) | ( 283,204 ) | |
| Income taxes paid | ( 606,605 ) | ( 645,341 ) | |
| Net cash flows from operating activities | 16,892,477 | 18,005,735 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at fair value through profit or loss | - | ( 638,506 ) | |
| Proceeds from disposal of financial assets at fair value through profit or loss | 106,424 | - | |
| Acquisition of financial assets at amortised cost | ( 11,665,592 ) | ( 1,689,905 ) | |
| Proceeds from disposal of financial assets at amortised cost | 7,618,140 | - | |
| Increase in other receivables, - related parties | ( 9,167,328 ) | ( 5,661,498 ) | |
| Decrease in other receivables, - related parties | 9,350,033 | 8,644,877 | |
| Acquisition of property, plant and equipment | 6(26) | ( 1,945,068 ) | ( 2,269,618 ) |
| Acquisition of intangible assets | 6(26) | ( 2,424,598 ) | ( 1,638,738 ) |
| Decrease (increase) in refundable deposits | 98,347 | ( 97,743 ) | |
| Increase in other non-current assets | ( 60,000 ) | - | |
| Net cash flows used in investing activities | ( 8,089,642 ) | ( 3,351,131 ) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in short-term borrowings | 6(27) | 76,660,913 | 88,214,680 |
| Decrease in short-term borrowings | 6(27) | ( 71,070,913 ) | ( 87,964,680 ) |
| Decrease in long-term borrowings | 6(27) | - | ( 2,239,560 ) |
| Repayment of principal portion of lease liabilities | 6(27) | ( 38,673 ) | ( 38,622 ) |
| (Decrease) increase in guarantee deposits | 6(27) | ( 179 ) | 178 |
| Cash from capital surplus and cash dividends | ( 13,078,023 ) | ( 7,949,387 ) | |
| Cash dividends returned | 400 | 351 | |
| Other financing activities | 708 | - | |
| Net cash flows used in financing activities | ( 7,525,767 ) | ( 9,977,040 ) | |
| Net increase in cash and cash equivalents | 1,277,068 | 4,677,564 | |
| Cash and cash equivalents at beginning of year | 7,083,963 | 2,406,399 | |
| Cash and cash equivalents at end of year | $ 8,361,031 | $ 7,083,963 |
39
Appendix
Appendix 1: Articles of Incorporation
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:
- various integrated circuits
- hearing aids with tinnitus mask function
- bone conduction hearing aid
- 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.
The transferees of treasury stock transferred to employees, and the employees entitled to receive the issuance of new shares, employee stock options and new restricted employee shares may include the employees of the Company’s subsidiaries who meet certain specific requirements.
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 two-thirds 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
40
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 non-independent 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
41
42
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:
- 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
Article 18
following documents prepared and submitted to the shareholders meeting for approval.
- Business report
- Financial statements
- Proposal for distribution of earning or offset of losses
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. No less than 0.5% of the annual profits shall be allocated as compensation for basic level employees from employees’ compensation. However, in case of the accumulated losses, certain profits shall first be reserved to cover the accumulated losses, and then allocate directors’ remuneration, employees’ compensation and basic level employees’ compensation according to the proportion in the preceding paragraph.
The distribution of employees’ compensation (including basic level 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 (including basic level 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,
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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; 35th amended on May 28, 2025.
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Appendix 2: Rules of Procedures for Shareholders Meeting
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
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Article 4
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.
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.
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(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.
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Appendix 3: Shareholding of Directors
Shareholding of Directors
Record date: March 29, 2026
| Position | Name | Date Elected | Shares | Shareholding Ratio (%) |
|---|---|---|---|---|
| Chairman | United Glory Co., Ltd. | |||
| Representative: Chiu, Sun-Chien | 2024.05.30 | 3,331,954 | 0.65% | |
| Vice Chairman | United Glory Co., Ltd. | |||
| Representative: Huang, Yung-Fang | 2024.05.30 | |||
| Director | Taotech Co., Ltd. Representative: Yeh, Po-Len | 2024.05.30 | 3,166,000 | 0.61% |
| Director | Yen, Kuang-Yu | 2024.05.30 | 23,948 | 0.00% |
| Director | Ni, Shu-Ching | 2024.05.30 | 6,308,389 | 1.22% |
| Director | Dejia Investment Co., Ltd. | |||
| Representative: Yeh, Ming-Han | 2024.05.30 | 3,668,035 | 0.71% | |
| Independent Director | Yang, Pan-Chyr | 2024.05.30 | 0 | 0% |
| Independent Director | Ko, Fu-Hwa | 2024.05.30 | 0 | 0% |
| Independent Director | Hsieh, Yin-Ching | 2024.05.30 | 0 | 0% |
| Total | 16,498,326 | 3.20% |
Total shares issued as of March 29, 2026: 515,512,641 common shares
Note : The Company’s Directors are required by the law to hold in the aggregate not less than 16,496,404 shares. As of March 29, 2026, the shareholdings of all Directors (not including Independent Directors) were 16,498,326 shares.