C S2 0 1 1 0 2 1 3 7

SEC Registration Number

C I R T E K H O L D I N G S P H I L I P P I N E S

C O R P O R A T I O N A N D S U B S I D I A R I E S

(Company’s Full Name)

1 1 6 E A S T M A I N A V E N U E , P H A S E V ,

S E Z , L A G U N A T E C H N O P A R K , B I Ñ A N ,

L A G U N A

(Business Address: No. Street City/Town/Province)

Mr. Brian Gregory Liu 7729-6205
(Contact Person) (Company Telephone Number)
SEC Form -IS
1 2 3 1 0 5 3 0
Month Day (Form Type) Month Day
(Calendar (Regular
Year) Meeting)

(Secondary License Type, If Applicable)

SEC FOURTH AND SEVENTH
Dept. Requiring this Doc. Amended Articles Number/Section
Total Amount of Borrowings
28
Total No. of Stockholders Domestic Foreign

To be accomplished by SEC Personnel concerned

File Number LCU

Document ID Cashier

STAMPS
Remarks: Please use BLACK ink for scanning purposes.
 CIRTEK
Holdings Philippines Corporation

NOTICE OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF

CIRTEK HOLDINGS PHILIPPINES CORPORATION

TO ALL STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Stockholders’ Meeting of CIRTEK HOLDINGS PHILIPPINES
CORPORATION (the “Corporation”) will be held at 116 EAST MAIN AVENUE, PHASE V-SEZ, LAGUNA
TECHNOPARK, BIÑAN, LAGUNA, 4024 on Friday, 30 May 2025, at 10:30 a.m. The meeting will be
conducted virtually and registration can be accessed through the following link:
https://us06web.zoom.us/meeting/register/qHsyh1o2SJqthCS4F-KHIQ.

The Agenda of the Annual Stockholders’ Meeting is as follows:

1. Call to Order

2. Certification of Service of Notice and Existence of Quorum

3. Approval of the Minutes of the Annual Stockholders’ Meeting held on 31 May 2024

4. President’s Report

5. Presentation and Approval of the Audited Financial Statements as of and for the Year Ended 31
December 2024

6. Ratification of All Acts of the Board of Directors and Management

7. Election of Nine (9) Directors (including Three (3) Independent Directors)

8. Appointment of External Auditors

9. Conversion of a Portion of Authorized and Unissued Preferred B Shares to Preferred A Shares

10. Amendment of Articles of Incorporation to Reflect Conversion of a Portion of Authorized and Unissued
Preferred B Shares to Preferred A Shares

11. Reclassification of Shareholder Advances to Deposit for Future Stock Subscription

12. Other Business

13. Adjournment

The Board of Directors has fixed 30 April 2025 as the record date for determining the stockholders entitled
to notice of, and to vote at the Annual Stockholders’ Meeting. Only holders of shares of stock as of the
record date will be entitled to vote at the Annual Stockholders’ Meeting. The stock and transfer books of
the Company will be closed twenty (20) days prior to the meeting.
Pursuant to the Board Resolution approving the holding of the 2025 Annual Stockholders’ Meeting via
remote communication, issued in accordance with Securities and Exchange Commission (“SEC”)
Memorandum Circular No. 6, Series of 2020, the Annual Stockholders’ Meeting will be held via remote
communication.

IF YOU DO NOT EXPECT TO ATTEND THE ANNUAL STOCKHOLDERS’ MEETING, YOU MAY EXECUTE AND
SEND A PROXY FORM TO THE OFFICE OF THE CORPORATION AT 116 EAST MAIN AVENUE, PHASE V-
SEZ, LAGUNA TECHNOPARK, BIÑAN, LAGUNA, 4024, or by e-mail to
[email protected]. THE DEADLINE FOR THE SUBMISSION OF PROXIES IS ON 20 May
2025, 10:00 A.M.

PROXY VALIDATION WILL BE ON 20 MAY 2025, 10:00 A.M. AT 116 EAST MAIN AVENUE, PHASE
V-SEZ, LAGUNA TECHNOPARK, BIÑAN, LAGUNA, 4024.

Stockholders intending to participate should notify the Corporation by email to

[email protected] on or before 20 May 2025, 10:00 A.M

Stockholders may vote electronically in absentia, subject to validation procedures.

The procedures for participating in the meeting through proxy, remote communication, and for casting
their votes in absentia are set forth in the Information Statement.

DYAN DANIKA G. LIM-ONG

Corporate Secretary
 APPENDIX A
PROCEDURE FOR VOTING AND PARTICIPATION
VIA REMOTE COMMUNICATION
in compliance with Section 49 of the Revised Corporation Code
and MC No. 3, series of 2020

Cirtek Holdings Philippines Corporation (the “Corporation”) shall be conducting its Annual Stockholders’
Meeting (“ASM”) on Friday, 30 May 2025, at 10:30 a.m., via remote communication. In this regard,
stockholders of record as of 30 April 2025 shall be entitled to attend, participate, and vote in the ASM, in
accordance with the procedure outlined below:

I. VOTING VIA REMOTE COMMUNICATION OR IN ABSENTIA

1. The Stockholders who would like to vote via remote communication or in absentia shall register at
https://us06web.zoom.us/meeting/register/qHsyh1o2SJqthCS4F-KHIQ from 9 May 2025 to 20 May
2025, 10:00 A.M., where they will be asked to provide the following information:

a. For individual Stockholders

a. Full name;
b. Address;
c. Birthdate;
d. Email address;
e. Phone/Mobile number;
f. Current photograph, with face fully visible;
g. Scanned copy of a valid Government-issued ID;
h. For Stockholders with joint accounts, a scanned copy of an authorization
letter signed by the other Stockholders, indicating who among them is
authorized to cast the vote for the account; and
i. For Uncertificated Stockholders, certification from their brokers attesting
to the number of shares they are holding.

b. For corporate Stockholders

i. Corporate name;
ii. Address;
iii. Email address;
iv. Phone/Mobile number;
v. Scanned copy of the notarized Secretary’s Certificate or Board Resolution
authorizing the representative of the corporation to cast the vote;
vi. Current photograph of the representative authorized to cast the vote for
the corporation, with face fully visible;
vii. Scanned copy of a valid Government-issued ID of the authorized
representative; and
viii. For Uncertificated Stockholders, certification from their brokers attesting
to the number of shares they are holding.

The submissions of Stockholders shall immediately be validated by the Stock and

Transfer Agent of the Corporation in coordination with the Corporate Secretary.

2. Upon validation, the Stockholder will receive an e-mail for the link to join the meeting.

3. The Stockholder may then download the Voting Form from this link:
https://www.cirtekholdings.com/annual-stockholders-meeting to be submitted to the
Office of the Corporate Secretary, Atty. Dyan Danika G. Lim-Ong, at:
[email protected] to be able to cast his/her vote in all the matters included in
the agenda of the Corporation’s ASM.

-4-
 Registered Stockholders shall only be allowed to vote until 26 May 2025, 10:00
A.M. Only the votes submitted before the said date and time shall be tallied. The
votes shall be considered cast for all the shares of the Stockholder.

4. The Stockholders who register and vote via remote communication or in absentia are
deemed to have given their permission to the collection, use, transfer, disclosure, sharing,
storage, and other forms of processing (collectively “Processing”), by the Corporation or
any relevant third party, of the personal data they have provided. The Processing of the
Stockholders’ personal data shall be used for the purpose of voting via remote
communication or in absentia during the ASM, including for any reason necessary or
incidental thereto.

II. VOTING BY PROXY

The Stockholders of the Corporation may also vote by completing the Proxy Form downloadable from this
link: https://www.cirtekholdings.com/annual-stockholders-meeting. The completed and signed proxy form
shall be submitted by the Stockholder to the Corporate Secretary, through electronic mail and/or personal
service, from 9 May 2025 to 20 May 2025, 10:00 A.M. The Corporate Secretary will then be the one
to send the Proxy Forms to the Corporation’s Stock and Transfer Agent for validation. Please refer to the
details provided below:

Through Electronic Mail:

[email protected]

Through Personal Service:

116 EAST MAIN AVENUE, PHASE V-SEZ, LAGUNA TECHNOPARK BIÑAN, LAGUNA, 4024

Fax : (63) 49-541-2317

Contact Person: Justin Liu – Corporate Information Officer

For the purpose of validation, the Stockholder must include the following in transmitting the completed and
signed proxy form:

a. Full name of contact person;

b. Phone/Mobile number of contact person;
c. Scanned copy of valid government-issued ID of the Stockholder and his/her appointed proxy
(if not the Chairman of the Corporation); and
d. For Corporate Stockholders, in addition to the above, scanned copy of Secretary’s Certificate
or Board Resolution authorizing the representative to act as the proxy.

III. TABULATION OF VOTES

Thereafter, the Stock and Transfer Agent of the Corporation shall tabulate the votes cast via remote
communication, in absentia and by proxy. The results shall be confirmed by the Corporation’s independent
auditors, R.S. Bernaldo & Associates.

The total votes made via remote communication, in absentia and by proxy, as well as the number of shares
represented by the same, shall be announced during the ASM.

-5-
IV. PARTICIPATION IN THE 2025 ASM THROUGH REMOTE COMMUNICATIONS

1. The Stockholders shall attend the meeting on 30 May 2025, at 10:30 A.M., through the link
to be provided. The ASM shall be broadcasted live via Zoom, which may be accessed either
through a web browser or through the Zoom mobile application.

2. The Stockholders who have not voted via remote communication, in absentia or submitted their
proxies may still attend the ASM through the zoom meeting link indicated above, provided that
they are duly validated as stockholders of record. However, to be included in the determination
of the quorum, they must notify the Corporate Secretary of the Corporation of their intention
to attend the ASM by registering at this link: https://us06web.zoom.us/meeting/register/tZ0uc-
yrrTMiE9UX-_rEFKZQtgzImAAxOLoW from 9 May 2025 to 20 May 2025, 10:00 A.M.
Stockholders (or their proxies) whose registration are validated will receive an email containing
their usernames and passwords, along with the instructions on how to participate in the Zoom
virtual meeting.

3. Uncertificated stockholders (those who hold shares through PCD Nominee accounts), should
submit a certification from their brokers attesting to the number of shares they are holding
together with a scanned copy of a valid identification card by email to the Office of the
Corporate Secretary, Atty. Dyan Danika G. Lim-Ong, at the following e-mail address:
[email protected].

4. The Proxy Form, Information Statement, Audited Financial Statements and Quarterly Financial
Statements can be downloaded via the Company website:
https://www.cirtekholdings.com/annual-stockholders-meeting-2025.

5. In view of the foregoing, the quorum for the ASM shall be determined based on the following:
1. The Stockholders who were validated and voted in absentia;
2. The Stockholders who submitted their proxy forms and were validated; and
3. The Stockholders who notified the Corporate Secretary of their intention to attend
the ASM and were validated.

-6-
 SECURITIES AND EXCHANGE COMMISSION
SEC FORM 20-IS

INFORMATION STATEMENT PURSUANT TO SECTION 20

OF THE SECURITIES REGULATION CODE

1. Check the appropriate box:

[] Preliminary Information Statement

[] Definitive Information Statement

2. Name of Registrant as specified in its charter: Cirtek Holdings Philippines Corporation

3. Province, country or other jurisdiction of incorporation or organization: Philippines

4. SEC Identification Number CS201102137

5. BIR Tax Identification Code 007-979-726

66. Address of principal office 116 East Main Avenue, Phase V-SEZ Postal Code:4024
Laguna Technopark, Biñan Laguna.

7. Registrant’s telephone number, including area code +632 7729 6205 +63 49 541 2317

8. Date, time and place of the meeting of security holders: 30 May 2025, 10:30 A.M. The meeting
will be conducted virtually and registration can be accessed through the following link:

https://us06web.zoom.us/meeting/register/qHsyh1o2SJqthCS4F-KHIQ

The meeting can be accessed through the following link:

https://us06web.zoom.us/j/84527886988?pwd=yLLa5v0cgytDJSzjbBD12uX8nZcUF6.1 .

9. Approximate date on which the Information Statement, including proxy form and other solicitation
materials, is first to be sent or given to security holders: 9 May 2025

10. In case of Proxy Solicitations:

Name of Person Filing the Statement/Solicitor: N/A
Address and Telephone No.: N/A

11. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA
(information on number of shares and amount of debt is applicable only to corporate registrants):

Title of Each Class Number of Shares of Common Stock

Outstanding or Amount of Debt Outstanding
Common Shares 668,505,825
Preferred B-2 A Shares 67,000,000
Preferred B-2 B Shares 20,000,000
Preferred B-2 C Shares 16,936,400
Preferred B-2 D Shares 28,625,500

12. Are any or all of registrant's securities listed in a Stock Exchange?

Yes  No _______

-7-
 If yes, disclose the name of such Stock Exchange and the class of securities listed therein:

The Philippine Stock Exchange, Inc. (“PSE”) – Common Shares, Preferred B-2 A,
Preferred B-2 B, Preferred B-2 C, and Preferred B-2 D Shares

PART I.

INFORMATION REQUIRED IN INFORMATION STATEMENT

A. GENERAL INFORMATION

Item 1. Date, time and place of meeting of security holders.

a. DATE OF : 30 May 2025

MEETING
TIME OF : 10:30 A.M.
MEETING
PLACE OF : The meeting will be conducted virtually through
MEETING videoconferencing by registration using the following link:

https://us06web.zoom.us/meeting/register/qHsyh1o2SJqthCS4F-KHIQ

The meeting can be accessed through the following link:

https://us06web.zoom.us/j/84527886988?pwd=yLLa5v0cgytDJSzjbBD12
uX8nZcUF6.1

PRINCIPAL : 116 East Main Avenue, Phase V-SEZ Laguna Technopark, Biñan Laguna,
OFFICE 4024

The Information Statement may be accessed by the Corporation’s

stockholders beginning 9 May 2025 at the Corporations website,
https://www.cirtekholdings.com/annual-stockholders-meeting-2025

b. Approximat : 9 May 2025

e date on
which the
Information
statement is
first to be
sent or
given to
security
holders

Item 2. Dissenters' Right of Appraisal

Any stockholder of the Corporation who exercises his right of appraisal must vote against the
proposed corporate action in order to avail himself of the appraisal right. As provided in Title X of
the Revised Corporation Code, a stockholder may exercise his right of appraisal in the following
instances:

a. In case an amendment to the Articles of Incorporation has the effect of:

a. Changing or restricting the rights of any stockholder or class of shares;

-8-
 b. Authorizing preferences in any aspect’s superior to those of outstanding shares of
any class;

c. Extending or shortening the corporate existence;

b. The sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially
all of the corporate property or assets;

c. A merger or consolidation;

d. In case of investment of corporate funds for any purpose other than the primary purpose of
the corporation.

In the exercise of the appraisal right, Title X of the Revised Corporation Code provides the
procedure on how it may be exercised:

1. A dissenting stockholder files a written demand for payment of the fair value of the shares
within thirty (30) days after the date on which the vote was taken. Failure to file a written
demand within the thirty (30) day period shall constitute a waiver of the right. Within ten (10)
days from demand, the dissenting stockholder shall submit the stock certificates to the
corporation for notation that such shares are dissenting shares. From the time of demand for
payment until either abandonment of the corporate action or purchase of the shares of the
corporation, all rights accruing to the shares shall be suspended, except the stockholder’s right
to receive payment for the fair value of his shares.

2. If the corporate action is implemented, the corporation shall pay the stockholder the fair value
of his shares upon surrender of the certificate/s of stock. Fair value is determined by the value
of the shares on the day prior to the date on which the vote was taken, excluding
appreciation/depreciation in anticipation of such corporate action.

3. If the fair value is not determined within sixty (60) days from the date of action, it will be
determined and appraised by three (3) disinterested persons (one chosen by the corporation,
one chosen by the stockholder, and another chosen by both). The findings of the said
appraisers will be final, and their award will be paid by the corporation within thirty (30) days
after such award is made. Upon such payment, the stockholder shall forthwith transfer his
shares to the corporation. No payment shall be made to the dissenting stockholder unless the
corporation has unrestricted retained earnings in its books to cover such payment.

4. If the stockholder is not paid within thirty (30) days from such award, his voting and dividend
rights shall be immediately restored.

Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon

(a) Not Applicable. No action to be taken with respect to any substantial interest, direct or
indirect, by security holdings or otherwise, of each person who has been a director, officer,
or associate of said director or officer of the registrant at any time since the beginning of
the last fiscal year or his or her associate.

(b) As of the date hereof, none of the directors of the Corporation has informed the
Corporation of his intention to oppose any of the corporate actions to be acted upon at the
stockholders’ meeting of the Corporation.

-9-
B. CONTROL AND COMPENSATION INFORMATION

Item 4. Voting Securities and Principal Holders Thereof

(a) Number of shares outstanding 668,505,825 Common Shares

(as of 31 March 2025) 700,000,000 Preferred A Shares
70,000,000 Preferred B-1 Shares
67,000,000 Preferred B-2A Shares
20,000,000 Preferred B-2B Shares
16,936,400 Preferred B-2C Shares
28,625,500 Preferred B-2D Shares

Number of votes to which each class is entitled One (1) vote per one (1) Common Share.

One (1) vote per one (1) Preferred A Share.

The Preferred B-1, B-2A, B-2B, B-2C, and B-2D

Shares are non-voting shares.

Both the Common Shares and Preferred A shares are entitled to one (1) vote per one (1) share.
However, while the Common Shares are registered with the Securities and Exchange
Commission (“SEC”) and listed with The Philippine Stock Exchange (“PSE”), the Preferred A
Shares are not registered with the SEC and not listed with the PSE.

(b) Cut-off date / record date 30 April 2025

The Corporation’s capital stock consists of Common Shares and Preferred A, B-1, B-2A, B-2B,
B-2C, and B-2D Shares. The stockholders of Common and Preferred A shares have the same
voting rights. Each Common and Preferred A share is entitled to one vote. The stockholders of
Preferred B-1, B-2A, B-2B, B-2C, and B-2D Shares are not entitled to vote except in those cases
provided by law.

(c) Cumulative Voting for Directors

At the election of directors, each stockholder entitled to vote may vote the shares registered in
his name, either in person, by proxy or in absentia, for as many persons as there are directors,
or he may cumulate said shares and give one candidate as many votes as the number of
directors to be elected multiplied by the number of his shares shall equal, or he may distribute
them on the same principle among as many candidates as he shall see fit, provided that the
total number of votes cast by him shall not exceed the number of shares owned by him
multiplied by the whole number of directors to be elected.

- 10 -
 (d) Security Ownership of Certain Record and Beneficial Owners

i. Security Ownership of Record and Beneficial Owners of more than five percent (5%)
of the Corporation’s voting securities as of 31 March 2025:

Title of Class Name, Name of Citizenship Number of % of Class

Address of Beneficial Shares Held
Record Owner and
Owner, and Relationship
Relationship with Record
with Issuer Owner

PCD Nominee PCD Nominee

Corporation Corporation
(Filipino) (Filipino)
G/F Makati G/F Makati
Common Stock Exchange Stock Exchange Filipino 537,219,824 80.36%
6767 Ayala 6767 Ayala
Avenue, Makati Avenue, Makati
City City

Camerton, Inc.
1 Camerton, Inc.
116 East Main
116 East Main
Ave., Phase V
Common Ave., Phase V Filipino 110,260,791 16.49%
SEZ Laguna
SEZ Laguna
Technopark
Technopark
Binan Laguna
Binan Laguna
Total 647,480,615 96.85%

Camerton, Inc.2 Camerton, Inc.

116 East Main 116 East Main
Ave., Phase V Ave., Phase V
Preferred A Filipino 700,000,000 100%
SEZ Laguna SEZ Laguna
Technopark Technopark
Binan Laguna Binan Laguna
Total 700,000,000 100%

Under PCD account,3 the following participants hold shares representing more than five percent
(5%) of the Corporation’s outstanding shares as of 31 March 2025:

Participant Number of Shares Percentage

Abacus Securities Corporation 129,468,799 19%

COL Financial Group, Inc. 119,110,786 18%

First Metro Securities Brokerage 40,314,353 6%

Corp.
Except as stated above, the Corporation has no knowledge of any person or any group who, directly
or indirectly, is the beneficial owner of more than five percent (5%) of the Corporation’s outstanding
shares or who has a voting power, voting trust, or any similar agreement with respect to shares
comprising more than five percent (5%) of the Corporation’s outstanding common stock.

1
Camerton, Inc. has appointed Jerry Liu who shall vote the shares on its behalf in all meetings including the forthcoming
Annual Stockholders’ Meeting on 30 May 2025.
2
Camerton, Inc. has appointed Jerry Liu who shall vote the shares on its behalf in all meetings including the forthcoming
Annual Stockholders’ Meeting on 30 May 2025.

- 11 -
 ii. The number of common shares beneficially owned by directors and executive officers
as of 31 March 2025 are as follows:

Title of Class Name of Beneficial No. of Shares Citizenship Percent (%)

Owner Held
Common Jerry Liu 110,260,7923 Chinese 16.49%
Common Antonio S. Callueng 1 Filipino 0
Common Brian Gregory Liu 1 Filipino 0
Common Justin Liu 1 Filipino 0
Common Hector Villanueva 1 Filipino 0
Common Ernest Fritz Server 1 Filipino 0
Common Michael Stephen Liu 1 Filipino 0
Common Corazon Guidote 1 Filipino 0
Common Bernardino Ramos 1 Filipino 0

iii. Voting Trust Holder of 5% or More

The Corporation is not aware of any person holding more than five percent (5%) of the common
shares of the Corporation under a voting trust or similar agreement as there has been no voting
trust agreement filed with the Corporation and the SEC.

iv. Change in Control of the Corporation

No change in control of the Corporation has occurred since the beginning of the last fiscal year.

Item 5. Directors and Executive Officers

The following are the Directors and Officers as of 31 March 2025:

Name of Director/Officer Position

Jerry Liu Director and Chairman
Antonio S. Callueng Director,
President, and Chief Executive Officer
Brian Gregory Liu Director,
Executive Vice President, Treasurer, and Chief
Financial Officer
Justin Liu Director,
Executive Vice President, and Corporate Information
Officer
Michael Stephen Liu Director,
Executive Vice President, and Chief Technology Officer
Ernest Fritz Server Director
Hector Villanueva Independent Director
Corazon Guidote Independent Director
Bernardino Ramos Independent Director
Dyan Danika Lim-Ong Corporate Secretary
Emelita Cruzada Chief Compliance Officer and Assistant Corporate
Secretary

All the Directors and Officers named herein served in their respective positions since 31 May 2024.

3
110,260,791 Shares are indirectly held through Camerton, Inc.

- 12 -
The Directors of the Corporation were elected at the 2024 Annual Meeting of the stockholders of
the Corporation to hold office until the next succeeding annual meeting of the stockholders and
until the respective successors have been elected and qualified.

The Officers were elected by the Board of Directors at the organizational meeting of the Board last
31 May 2024. During the said meeting, the Board also elected the Chairman and Members of the
Audit and Risk Management Committee, Sustainability and Compliance Committee, Compensation
and Nomination Committee, and Related Party Transaction Committee.

Nominees

Compensation and Nomination Committee

The Chairman of the Compensation and Nomination Committee of the Corporation is Ernest Fritz
Server, and the members are Jerry Liu and Hector Villanueva.

Nominees

The nominees for election as members of the Board of Directors and as Officers of the Corporation
as of the date of sending the Preliminary Information Statement are listed below:

Regular Directors

Antonio S. Callueng
Jerry Liu
Michael Stephen Liu
Brian Gregory Liu
Justin Liu
Ernest Fritz Server

Independent Directors

Bernardino Ramos
Corazon Guidote
Hector Villanueva

Corporate Secretary

Linus Madamba

Chief Compliance Officer / Assistant Corporate Secretary

Emelita Cruzada

- 13 -
 The Company’s Directors and Officers for the year 2024-2025.

Age Citizenship Position

Jerry Liu 76 Chinese Chairman and Director

Antonio S. Callueng 67 Filipino President, Chief Executive Officer,
and Director
Brian Gregory T. Liu 38 Filipino Executive Vice President, Chief
Financial Officer, Treasurer, and
Director
Justin T. Liu 43 Filipino Executive Vice President, Corporate
Information Officer, and Director
Michael Stephen T. Liu 40 Filipino Executive Vice President, Chief
Technology Officer, and Director
Ernest Fritz Server 81 Filipino Director
Hector Villanueva 89 Filipino Independent Director
Bernardino Ramos 80 Filipino Independent Director
Corazon Guidote 64 Filipino Independent Director
Dyan Danika Lim-Ong 40 Filipino Corporate Secretary
Emelita Cruzada 68 Filipino Chief Compliance Officer and
Assistant Corporate Secretary

The following is a brief profile of the Corporation’s Directors and Officers for the year 2024-2025.

Regular and Independent Directors.

Jerry Liu, 76 years old, was elected as the Corporation’s Chairman on 25 May 2012. He is still
currently the Chairman of the Corporation. He is also concurrently Chairman of Cirtek Electronics
Corporation (“CEC”), Director of Cirtek Land, and Cayon Holdings, Inc. Mr. Liu holds a Bachelor of
Science degree in Physics from Chung Yuan University of Taiwan and an MBA from the University
of the East.

Antonio S. Callueng, 67 years old, was elected as the Corporation’s President and CEO on 31
May 2024. He is currently the Vice President of Sales and Customer Satisfaction at Cirtek Electronics
Corporation. He served as a Director and a Member of the Audit and Risk Management Committee
at TECH in 2019. Mr. Callueng brings forty-four (44) years of experience in the manufacturing
sector, specifically in outsourced assembly and test subcontracting and has been well exposed in
customer management and business development in the semiconductor industry. He has also
worked as an expatriate in a semiconductor company in Indonesia for 8 years before joining Cirtek
Electronics Corporation in 2004. Mr. Callueng earned his Bachelor of Science degree in Electronics
and Communication Engineering from Feati University in Manila.

Brian Gregory T. Liu, 38 years old, was elected as the Executive Vice President and Chief Financial
Officer on 2 August 2019. He was formerly the Chief Operating Officer of the Corporation. He was
first elected as Director on 11 May 2015. He is concurrently a Managing Director & CFO of CEC,
stockholder in Cirtek Land Corporation (“CLC”), and Turbog Trading. Mr. Liu trained as an
Operations Trainee in Domino’s Pizza from 2001 to 2002, then as an Analyst in Evergreen
Stockbrokerage & Securities Inc. from 2003 to 2005. He obtained his degree in Management in
Financial Institutions from the De La Salle University in 2009.

Justin T. Liu, 43 years old, was elected as Vice President and Corporate Information Officer on 1
February 2019. He is also a President and Director of Figaro Coffee Systems, Inc. Mr. Liu graduated
from the De La Salle University with a Bachelor of Science in Business Management and earned his
Master’s in Finance from the University of San Francisco in 2006.

- 14 -
Michael Stephen T. Liu, 40 years old, is currently the EVP & CTO of the Corporation and General
Manager of Cirtek Advanced Technology and Solutions (“CATSI”), a Cirtek company catering to the
telecom and wireless broadband space. He was first elected as Director on 11 May 2015. Mr. Liu
obtained his degree in Electronics and Communications Engineering from De La Salle University in
2007 and is a licensed Electrical Engineer.

Ernest Fritz Server, 81 years old, was elected as an Independent Director of the Corporation on
17 February 2011 and was elected as a regular Director in the Annual Stockholders’ Meeting held
last 30 July 2020. Mr. Server serves as the President of Multimedia Telephony Inc., Vice Chairman
of RFM Corporation, Chairman of Arrakis Holdings, Inc., President of Seacage Industries, Inc.,
President of West Properties, Inc., President of Superior Las Pinas, Inc., a director of ABS CBN
Convergence, Inc. and a director of BJS Development Corp. Previously, Mr. Server served as Vice
Chairman of the Commercial Bank of Manila, Consumer Bank and Cosmos Bottling Corporation,
President of Philippine Home Cable Holdings, Inc. and Philam Fund, and a director of Philippine
Township, Inc. Mr. Server graduated from the Ateneo de Manila University in 1963 with degree in
Bachelor of Arts degree in Economics and holds an MBA Major in Banking and Finance from the
University of Pennsylvania, Wharton Graduate School.

Hector Villanueva, 89 years old, was elected as Independent Director on 26 May 2017. He has
held senior positions in both private and public sectors. He was Chairman of the Board of First
Metro Philippine Equity Exchange Traded Fund, Inc., Chairman, Postmaster General & Chief
Executive Officer of Philippine Postal Corporation, Member of the Advisory Board, First Metro
Investment Corporation, and Publisher and Editor-in-Chief, Sun Star Manila. Mr. Villanueva was also
Cabinet Secretary from 1995-1998. Mr. Villanueva obtained a Bachelor of Science degree in
Economics from the London School of Economics and Political Science, and post-graduate studies
from Royal Institute of Bankers, United Kingdom.

Bernardino Ramos, 80 years old, was elected as Independent Director on 2 August 2019. He is
a Certified Public Accountant and has a Bachelor of Science degree in Business Administration Major
in Accounting from the Far Eastern University and a Manager’s Secondment/ On-the-Job Training
at Ernst & Young (Formerly Ernst & Whinney) – Chicago, USA. He served as Partner in SGV& Co.
(Affiliated with Arthur Andersen & Co. from 1985 to 2001, & Ernst & Young from 2002 to 2005),
including almost 7 years as Partner/Advisor of Drs Utomo & Co., SGV Group. He was previously a
Technical advisor of PSALM (Power Sector Assets and Liabilities Management Corporation), and
also been a Member, Board of Directors and Board Committees of PSI Technologies Inc., Sony Life
Philippines, Inc. and Philippine Primark Properties, Inc. At present he is an independent financial
consultant, primarily on company/ business acquisitions and advisory on accounting/ financial
matters, and also a Chairman of the Board of Directors of GB Distributors, Inc. and Member, Board
of Directors and Board Committees of private companies including PSI Holdings, Inc., State
Investment Trust, Inc. (“SITI”), State Properties, Inc. and PILAC, Inc., to name a few.

Corazon P. Guidote, 64 years old, a Certified Public Accountant, was elected as Independent
Director on 31 May 2019. Ms. Guidote is a Bachelor of Science graduate, major in Accountancy at
the University of Santo Tomas (“UST”) in 1982. The UST College of Commerce eventually
recognized her as one of its most outstanding alumnae in 2004. She holds a Master’s Degree in
Applied Business Economics from the University of Asia and the Pacific where she likewise received
an Achievement Award in 1997 from the ABEP Alumni Association. She is now a member of the
teaching faculty at the Institute of Corporate Directors currently specializing in the field of
Sustainability Reporting otherwise referred to as ESG or (Environmental, Social and Governance).
She successfully concluded her 15-year career in Investor Relations on October 2017. It was during
this period that her pioneering spirit ushered her into two of her most challenging tasks of setting
up the Investor Relations offices; first, at the Bangko Sentral ng Pilipinas (“BSP”), and second at
SM Investments Corporation.

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The nominees for the Corporation’s Directors and Officers for the year 2025-2026 are:

1. Antonio S. Callueng
2. Jerry Liu
3. Michael Stephen Liu
4. Brian Gregory Liu
5. Justin Liu
6. Ernest Fritz Server

Independent Directors

The nominees for Independent Directors of the Corporation for the year 2025-2026 are:

7. Hector Villanueva;
8. Bernardino Ramos; and
9. Corazon Guidote.

They have been nominated by Jerry Liu, one of the current directors of the Corporation. The
nominated independent directors are not related to Mr. Liu who nominated them, and they have
signified their acceptance of the nominations. In accordance with SEC Memorandum Circular No.
5, Series of 2017, the Certifications of Independent Directors executed by the aforementioned
candidates for independent directors of the Corporation are attached hereto. Hector Villanueva has
been an Independent Director of the Corporation since 26 May 2017 while Corazon Guidote has
been an Independent Director since 31 May 2019. Bernardino Ramos has been an Independent
Director since 2 August 2019. In accordance with the SEC Memorandum Circular No. 4, Series of
2017, Hector Villanueva may serve as Independent Director of the Corporation until 2026, while
Bernardino Ramos and Corazon Guidote may serve as an Independent Directors until 2028.

Key Officers

Dyan Danika G. Lim-Ong, 40 years old, was elected as the Company’s Corporate Secretary
during the organizational meeting of the Company on 28 May 2021. Atty. Lim-Ong is a Partner at
Tolosa Javier Lim & Chua Law Firm. She completed her Juris Doctor degree at the University of the
Philippines College of Law in 2010 and her Master of Laws degree at the University of Pennsylvania
School of Law, graduating with distinction in 2017. Atty. Dyan Danika G. Lim-Ong was formerly a
part of the Institutional and Transaction Advisory Group of China Banking Corporation, one of the
largest commercial banks in the Philippines. While at China Bank, Atty. Lim-Ong was promoted to
Assistant Vice President and worked on trust, treasury, bancassurance and capital raising
transactions worth more than US$1 billion in aggregate, including the largest bond and LTNCD
issuance in the bank’s history. In 2019, Atty. Lim-Ong left China Bank to become a named partner
of Tolosa Javier Lim & Chua Law Firm, where she currently heads the firm’s Corporate, Special
Projects and Banking/Finance practice areas. Atty. Lim-Ong has advised clients on joint venture
agreements, mergers and acquisitions, and other commercial transactions across several key
industries such as water, energy, mining, infrastructure and banking and finance. She manages the
firm’s corporate housekeeping clients and also assists in commercial litigation, energy, data privacy
and competition law matters. Atty. Lim-Ong is concurrently a professor at the University of the
Philippines College of Law where she teaches Legal Profession/Legal Ethics.

Justin Liu was appointed as the Company’s Corporate Information Officer on 1 February 2019.

Emelita Cruzada was appointed as the Company’s Chief Compliance Officer on 29 April 2021.

Change in Directors and/or Officers

(Resignation/Removal or Appointment/Election):

None.

- 16 -
Significant Employees

The business of the Corporation is not highly dependent on the services of personnel outside of
senior management.

Family Relationships

The Corporation’s Chairman, Jerry Liu, is the father of Brian Liu, the Corporation’s Executive Vice-
President, Chief Financial Officer, and Director; Michael Stephen Liu, the Corporation’s Executive
Vice President, Chief Technology Officer, and Director; and Justin Liu, the Corporation’s Executive
Vice President, Corporate Information Officer, and Director.

Involvement in Certain Legal Proceedings

The Corporation is not aware of the occurrence, during the past five (5) years up to the date hereof
of any of the following events that are material to an evaluation of the ability or integrity of any
director or executive officer:

1. Any bankruptcy petition filed by or against any director, or any business of a director, nominee
for election as director, or executive officer who was a director, general partner or executive
officer of said business either at the time of the bankruptcy or within two (2) years prior to that
time;

2. Any director, nominee for election as director, or executive officer being convicted by final
judgment in a criminal proceeding, domestic or foreign, or being subject to a pending criminal
proceeding, domestic or foreign, excluding traffic violations and other minor offenses;

3. Any director, nominee for election as director, or executive officer being subject to any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business, securities,
commodities or banking activities; and

4. Any director, nominee for election as director, or executive officer being found by a domestic
or foreign court of competent jurisdiction (in a civil action), the SEC or comparable foreign
body, or a domestic or foreign exchange or other organized trading market or self- regulatory
organization, to have violated a securities or commodities law or regulation, and the judgment
has not been reversed, suspended, or vacated.

Certain Relationships and Related Transactions

The Liu family, primarily through Camerton, Inc., is the largest shareholder in the Corporation, and
as of 31 March 2025 owns 110,260,791 shares, or approximately 16.49% of the Corporation’s
issued and outstanding common shares.

Related party relationship exists when the party has the ability to control, directly or indirectly
through one or more intermediaries, or exercise significant influence over the other party in making
financial and operating decisions. Such relationships also exist between and/or among entities
which are under common control with the reporting entity and its key management personnel,
directors or stockholders. In considering each possible related party relationship, attention is
directed to the substance of the relationships.

In the normal course of business, the Cirtek Group has entered into transactions with affiliates. The
significant transactions consist of the following:

a. Advances for operating requirements of Cirtek Holdings, Inc. (“CHI”), former parent of CEC
and Cirtek Electronics International Corporation (“CEIC”);

- 17 -
 b. Rental of land and lease deposit with CLC, an affiliate, where the manufacturing building 1 and
administrative building is situated;
c. Payments and /or reimbursements of expenses made or in behalf of the affiliates;
d. Rental of land with Cayon Holdings, Inc., an affiliate, where the building 2 of the Cirtek Group
is situated;
e. Collections made by Camerton in behalf of the Cirtek Group; and
f. Advances to officers and stockholders.

Item 6. Compensation of Directors and Executive Officers

a. Total Annual Compensation

The aggregate compensation during the last fiscal year and to be paid in the ensuing fiscal
year to the Corporation’s President and four (4) most highly compensated officers and to its
officers and directors as Cirtek Group is as follows:

Name & Position Year Estimated Estimated Estimated Other

Salary Bonus Annual
Compensation
Jerry Liu (Chairman and 2025 ₱20million - ₱5million
Director)

Antonio S. Callueng (President, 2025 ₱4million - ₱3million

Chief Executive Officer, and
Director)

Brian Gregory T. Liu (Executive 2025 ₱5million - ₱3million

Vice President, Chief Financial
Officer, Treasurer, and
Director)

Michael Stephen T. Liu 2025 ₱5million - ₱3million

(Executive Vice President,
Chief Technology Officer, and
Director)

Aggregate compensation paid 2025 ₱50million - ₱10million

to all officers and directors as
Cirtek Group unnamed

Name & Position Year Estimated Estimated Estimated Other

Salary Bonus Annual
Compensation
Jerry Liu (Chairman and 2024 ₱20million - ₱5million
Director)

- 18 -
Jorge Aguilar (Vice Chairman, 2024 ₱10million - ₱3million
President, Chief Executive
Officer, and Director)

Brian Gregory T. Liu (Executive 2024 ₱5million - ₱3million

Vice President, Chief Financial
Officer, Treasurer, and
Director)

Michael Stephen T. Liu 2024 ₱5million - ₱3million

(Executive Vice President,
Chief Technology Officer, and
Director)

Aggregate compensation paid 2024 ₱50million - ₱10million

to all officers and directors as
Cirtek Group unnamed

Name & Position Year Salary Estimated Other Annual

Bonus Compensation
Jerry Liu (Chairman and 2023 ₱20million - ₱5million
Director)

Jorge Aguilar (Vice Chairman, 2023 ₱10million - ₱3million

President, Chief Executive
Officer, and Director)

Brian Gregory T. Liu (Executive 2023 ₱5million - ₱3million

Vice President, Chief Financial
Officer, Treasurer, and Director)

Michael Stephen T. Liu 2023 ₱5million - ₱3million

(Executive Vice President, Chief
Technology Officer, and
Director)

Aggregate compensation paid to 2023 ₱50million - ₱10million

all officers and directors as
Cirtek Group unnamed

b. Compensation of Directors

Under the By-Laws of the Corporation, by resolution of the Board, each director, shall receive a
reasonable per diem allowance for his attendance at each meeting of the Board. As compensation,
the Board shall receive and allocate an amount of not more than ten percent (10%) of the net
income before income tax of the corporation during the preceding year. Such compensation shall
be determined and apportioned among directors in such manner as the Board may deem proper,
subject to the approval of stockholders representing at least majority of the outstanding capital
stock at a regular or special meeting of the stockholders.

Below are the details of the renumeration paid to the Directors in 2024:

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 Remuneration for Board Remuneration for Committee Total
Meetings Attended in 2024 Meetings Attended in 2024
₱576,000.00 ₱24,000.00 ₱600,000.00

2024 Annual Total Compensation of each Director pursuant to Section 29 and 49 of the Revised
Corporation Code:

Director Annual Total Compensation

Jerry Liu ₱25,000,000.00
Antonio S. Callueng ₱13,000,000.00
Brian Gregory T. Liu ₱8,000,000.00
Justin T. Liu ₱8,000,000.00
Michael Stephen T. Liu ₱8,000,000.00
Ernest Fritz Server ₱240,000.00
Hector Villanueva ₱240,000.00
Bernardino Ramos ₱240,000.00
Corazon Guidote ₱240,000.00

2023 Annual Total Compensation of each Director pursuant to Section 29 and 49 of the Revised
Corporation Code:

Director Annual Total Compensation

Jerry Liu ₱25,000,000.00
Jorge Aguilar ₱13,000,000.00
Brian Gregory T. Liu ₱8,000,000.00
Justin T. Liu ₱8,000,000.00
Michael Stephen T. Liu ₱8,000,000.00
Ernest Fritz Server ₱240,000.00
Hector Villanueva ₱240,000.00
Bernardino Ramos ₱240,000.00
Corazon Guidote ₱240,000.00

c. Standard Arrangements and Other Arrangements

There are no other arrangements for compensation either by way of payments for committee
participation or special assignments other than reasonable per diem. There are also no outstanding
warrants or options held by the Corporation’s Chief Executive Officer, other officers and/or
directors.

d. Employment Contracts, Termination of Employment, Change-in-Control

Arrangements

The Cirtek Group has executed employment contract with some of its key officers. Such contracts
provide the customary provision on job description, benefits, confidentiality, non-compete, and
non-solicitation clauses. There are no special retirement plans for executives. There is also no
existing arrangement for compensation to be received by any executive officer from the Corporation
in the event of change in control of the Corporation.

Item 7. Independent Public Accountants

a. The Audit and Risk Management Committee

The Audit and Risk Management Committee is composed of three (3) members, all are independent
directors, as follows:

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 1. Bernardino Ramos (Chairman)
2. Hector Villanueva (Member)
3. Corazon Guidote (Member)

b. The Public Accountant

The Corporation’s external auditor is the accounting firm R.S. Bernaldo & Associates (“RSBA”) with
Ms. Rose Angeli S. Bernaldo., as Partner–In-Charge. RSBA has been the Corporation’s external
auditor since 2020. The appointment of the external auditor to the Board of Directors was upon
the recommendation of the Audit and Risk Management Committee and was approved by the
stockholders during the 2024 Annual Stockholders’ Meeting. RSBA is also nominated to audit the
Corporation for the fiscal year 2025.

Representatives of RSBA will be present in the annual stockholders’ meeting. RSBA shall have the
opportunity to make a statement if they desire to do so and to be available to respond to
appropriate questions.

c. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The Corporation has engaged the services of RSBA during the three (3) most recent fiscal years.
There were no disagreements with RSBA on any matter of accounting or financial disclosure.

d. External Audit Fees and Services

The Audit Committee approves the policies and procedures for the above services by observing the
independence of parties and by carrying out transaction at arms-length basis.

- 21 -
Item 8. Compensation Plans

There are no actions to be taken with respect to any plan pursuant to which cash or non-cash
compensation may be paid or distributed.

There are no outstanding warrants and options held by any of the Corporation’s directors and
executive officers.

C. ISSUANCE AND EXCHANGE OF SECURITIES

Item 9. Authorization or Issuance of Securities Other than for Exchange

There is no action to be taken with respect authorization or issuance of securities other than for
Exchange.

Item 10. Modification or Exchange of Securities

There is no action to be taken with respect to the modification of any class of securities of the
registrant, or the issuance or authorization for issuance of one class of securities of the registrant
in exchange for outstanding securities of another class.

Item 11. Financial and Other Information

There is no action to be taken with respect to any matter specified in Items 9 or 10 above.

Item 12. Mergers, Consolidations, Acquisitions and Similar Matters

There are no actions or transactions with respect to any mergers, consolidations, acquisitions or
similar matters that will be taken up by the registrant.

Item 13. Acquisition or Disposition of Property

There is no action to be taken up with respect to the acquisition or disposition of any property.

Item 14. Restatement of Accounts

There is no action to be taken up with respect to the restatement of any asset, capital, or surplus
account of the registrant.

D. OTHER MATTERS

Item 15. Action with Respect to Reports

The following items shall be presented to the stockholders for their approval during the Annual
Stockholders’ Meeting:

1. Minutes of the Annual Stockholders’ Meeting held on 31 May 2024;

2. Audited Financial Statements as of and for the year ended 31 December 2024;
3. Ratification of the Acts of the Board and Management; and
4. Appointment of External Auditor.

The Minutes of the 2024 Annual Stockholders’ Meetings is uploaded on the Corporation’s website
and may be viewed through the following link: https://www.cirtekholdings.com/minutes.

The Minutes contain the following information:

1. A description of the voting and vote tabulation procedures used in the previous meeting;

- 22 -
 2. A description of the opportunity given to stockholders or members to ask questions and a record
of the questions asked and answers given;
3. The matters discussed and resolutions reached; and
4. A record of the voting results for each agenda item.

Item 16. Matters Not Required to be Submitted

There is no action to be taken with respect to any matter which is not required to be submitted to
a vote of security holders.

Item 17. Amendment of Charter, By-Laws or Other Documents

There is a need to amend the Articles of Incorporation to reflect the conversion of a portion of the
authorized and unissued Preferred B Shares to Preferred A Shares.

Item 18. Other Proposed Action

After conversion of a portion of the unissued Preferred B Shares to Preferred A Shares, the
reclassification of Shareholder Advances to Deposit for Future Stock Subscription.

Item 19. Voting Procedures

Vote entitlement of the Common and Preferred Shares of the Corporation

Both Common and Preferred A shares are entitled to one (1) vote per one (1) share while Preferred
B-1, B-2A, B-2B, B-2C and B-2D Shares are not entitled to vote except in cases provided for by law.

Voting procedure for items in the Agenda limited to stockholders with voting rights

The vote required for the election of Directors and Independent Directors

At all elections of Directors and Independent Directors, there must be present, either in person or
by representative authorized to act by written proxy, or by voting in absentia, the owners of at
least a majority of the outstanding capital stock. The election must be by ballot if requested by any
voting stockholder or member. Every stockholder entitled to vote shall have the right to vote in
person or by proxy, or in absentia the number of shares of stock standing, at the time fixed in the
by-laws, in his own name on the stock books of the Corporation, and said stockholder may vote
such number of shares for as many persons as there are directors to be elected or he may cumulate
said shares and give one candidate as many votes as the number of directors to be elected
multiplied by the number of his shares shall equal, or he may distribute them on the same principle
among as many candidates as he shall see fit: Provided, That the total number of votes cast by
him shall not exceed the number of shares owned by him as shown in the books of the Corporation
multiplied by the whole number of directors to be elected.

The method by which votes will be counted

Each shareholder may vote in person, by proxy, by remote communication, or by voting in absentia
by the number of shares of stock standing in his name of the books of the Corporation. Each share
represents one vote. Voting shall be done through remote communication, in accordance with SEC
Memorandum Circular No. 06, Series of 2020. The manner and procedure by which shareholders
may vote is described in “Appendix A”. The Corporate Secretary, Atty. Dyan Danika G. Lim-Ong,
shall assist the Corporation’s Stock and Transfer Agent in counting the votes to be cast.

No director has informed the Corporation of any intention to oppose the matters to be taken up in
the Annual Stockholders’ Meeting.

- 23 -
Voting procedure for other matters in the Agenda (for all stockholders regardless
voting of rights)

The vote required for the Conversion of a Portion of Authorized and Unissued Preferred B Shares
to Preferred A Shares

For the conversion of the portion of the authorized and unissued Preferred B Shares to Preferred A
Shares (“Conversion”), there must be present, either in person or by representative authorized to
act by written proxy, or by voting in absentia, the owners of at least a majority of the outstanding
capital stock. The voting procedure must be by ballot if requested by any voting stockholder or
member. Every stockholder shall have the right to vote in person or by proxy, or in absentia the
number of shares of stock standing, at the time fixed in the by-laws, in his own name on the stock
books of the Corporation and said stockholder may vote such number of shares for the approval of
the conversion.

Since the approval of the Conversion would necessarily entail the amendment of the Corporation’s
Articles of Incorporation to reflect the change in the number of Preferred A Shares, the vote
required for the approval of the Conversion would be the vote or written assent of stockholders
representing at least two-thirds (2/3) of the outstanding capital stock, and the stockholders with
non-voting shares are also entitled to vote in accordance with Sections 6(a) and 15 of the Revised
Corporation Code.

The method by which votes will be counted

Each shareholder may vote in person, by proxy, by remote communication, or by voting in absentia
by the number of shares of stock standing in his name of the books of the Corporation. Each share
represents one vote. Voting shall be done through remote communication, in accordance with SEC
Memorandum Circular No. 06, Series of 2020. The manner and procedure by which shareholders
may vote is described in “Appendix A”. The Corporate Secretary, Atty. Dyan Danika G. Lim-Ong,
shall assist the Corporation’s Stock and Transfer Agent in counting the votes to be cast.

No director has informed the Corporation of any intention to oppose the matters to be taken up in
the Annual Stockholders’ Meeting.

The vote required for the Amendment of the Corporation’s Article of Incorporation to reflect the
Conversion of a Portion of Authorized and Unissued Preferred B Shares to Preferred A Shares

There must be present, either in person or by representative authorized to act by written proxy, or
by voting in absentia, the owners of at least a majority of the outstanding capital stock. The voting
procedure must be by ballot if requested by any voting stockholder or member. Every stockholder
shall have the right to vote in person or by proxy, or in absentia the number of shares of stock
standing, at the time fixed in the by-laws, in his own name on the stock books of the Corporation
and said stockholder may vote such number of shares for the approval of the conversion.

For the Amendment of the Corporation’s Articles of Incorporation to reflect the change in the
number of Preferred A Shares, the vote required for the approval of the Conversion would be the
vote or written assent of stockholders representing at least two-thirds (2/3) of the outstanding
capital stock, and the stockholders with non-voting shares are also entitled to vote in accordance
with Sections 6(a) and 15 of the Revised Corporation Code.

The method by which votes will be counted

Each shareholder may vote in person, by proxy, by remote communication, or by voting in absentia
by the number of shares of stock standing in his name of the books of the Corporation. Each share
represents one vote. Voting shall be done through remote communication, in accordance with SEC
Memorandum Circular No. 06, Series of 2020. The manner and procedure by which shareholders

- 24 -
may vote is described in “Appendix A”. The Corporate Secretary, Atty. Dyan Danika G. Lim-Ong,
shall assist the Corporation’s Stock and Transfer Agent in counting the votes to be cast.

No director has informed the Corporation of any intention to oppose the matters to be taken up in
the Annual Stockholders’ Meeting.

The vote required for the Reclassification of Shareholder Advances to Deposit for Future Stock
Subscription

For the Reclassification of the Shareholder Advances to Deposit for Future Stock Subscription
(“Reclassification”, there must be present, either in person or by representative authorized to act
by written proxy, or by voting in absentia, the owners of at least a majority of the outstanding
capital stock. The election must be by ballot if requested by any voting stockholder or member.
Every stockholder shall have the right to vote in person or by proxy, or in absentia the number of
shares of stock standing, at the time fixed in the by-laws, in his own name on the stock books of
the Corporation and said stockholder may vote such number of shares for the approval of the
conversion.

For the Reclassification, the vote required for the approval of the Conversion would be the vote or
written assent of stockholders representing at least a majority of the outstanding capital stock.

The method by which votes will be counted

Each shareholder may vote in person, by proxy, by remote communication, or by voting in absentia
by the number of shares of stock standing in his name of the books of the Corporation. Each share
represents one vote. Voting shall be done through remote communication, in accordance with SEC
Memorandum Circular No. 06, Series of 2020. The manner and procedure by which shareholders
may vote is described in “Appendix A”. The Corporate Secretary, Atty. Dyan Danika G. Lim-Ong,
shall assist the Corporation’s Stock and Transfer Agent in counting the votes to be cast.

No director has informed the Corporation of any intention to oppose the matters to be taken up in
the Annual Stockholders’ Meeting.

[Signature Page Follows]

- 25 -
CIRTEK HOLDINGS PHILIPPINES CORPORATION
MANAGEMENT REPORT 2025
TABLE OF CONTENTS

Page No.
PART 1 – BUSINESS AND GENERAL INFORMATION
Item 1 Business 28
Item 2 Properties 47
Item 3 Legal Proceedings 47
Item 4 Submission of Matters to a Vote of Security Holders 48

PART II – OPERATIONAL AND FINANCIAL INFORMATION

Item 5 Market for Registrant’s Common Equity and Related Stockholder Matters 49
Item 6 Management’s Discussion and Analysis of Operation 93
Item 7 Financial Statements 117
Item 8 Changes in and Disagreement with Accountants and Financial Disclosure 117
Item 9 Independent Public Accountant and Audit-Related Fees 117

PART III – CONTROL AND COMPENSATION INFORMATION

Item 10 Directors and Executive Officers of the Registrant 118
Item 11 Executive Compensation 121
Item 12 Security Ownership of Certain Beneficial Owners and Management 123
Item 13 Certain Relationships and Related Transactions 124

PART IV – CORPORATE GOVERNANCE

Item 14 Corporate Governance 128
Item 15 Exhibits and Schedules 128

- 27 -
PART I BUSINESS AND GENERAL INFORMATION

ITEM 1 BUSINESS

Cirtek Holdings Philippines Corporation (“CHPC” or the “Company”) is a fully integrated global technology
company focused on wireless communication. It began as an Outsourced Semiconductor Assembly and
Testing (“OSAT”) company in 1984 with only three customers. Now it has evolved into a technology
manufacturing company by entering into the high value radio frequency and broadband industry. It has
significantly grown its customer base to over 70 major and regular customers across Europe, United States,
and Asia.

On 10 February 2011, CHPC was incorporated and registered with the Securities and Exchange Commission
(“SEC”) and was listed in The Philippine Stock Exchange, Inc. (“PSE”) on 18 November 2011. CHPC’s
principal office is located at 116 East Main Avenue, Phase V-SEZ, Laguna Technopark, Binan, Laguna.

CHPC, through its subsidiaries, is an independent full-service solution provider for subcontract
manufacturing of semiconductor devices. The Company provides turnkey solutions that include package
design and development, wafer probing, wafer back grinding, assembly and packaging, final testing of
semiconductor devices, and delivery and shipment to its customers' end users.

Through its subsidiaries, the Company is primarily engaged in three (3) major activities:
1) the design, development and delivery of the wireless industry’s most advanced high-efficiency, high-
performance antenna solutions
2) the manufacture of value-added, highly integrated technology products
3) the manufacture and sales of semiconductor packages as an independent subcontractor for outsourced
semiconductor assembly, test and packaging services

CHPC has two main subsidiaries, namely, Cirtek Electronics Corporation (“CEC”) and Cirtek Electronics
International Corporation (“CEIC”). On 30 July 2014, CEIC acquired REMEC Broadband Wireless Holdings’
manufacturing division, REMEC Broadband Wireless, Inc. (“RBWI”). RBWI was renamed to Cirtek Advanced
Technologies and Solutions, Inc. (“CATSI”) on 21 November 2014. In 2017, CEIC acquired Quintel Cayman
Ltd. (“Quintel”) through a reverse triangle merger with its subsidiaries, with Quintel as the surviving
corporation.

Cirtek Electronics Corporation (CEC): an independent subcontractor for semiconductor

assembly, test and packaging services

Cirtek Electronics International Corporation (CEIC): sells integrated circuits in the US and
subcontracts the production of the same to CEC

Cirtek Advanced Technologies and Solutions, Inc. (CATSI): manufactures value-added, highly
integrated radio frequency, microwave and millimeterwave technology products

Quintel Cayman Ltd. (Quintel): provider of advanced high-efficiency, high-performance antenna

solutions for wireless cellular networks

With CHPC’s acquisition of RBWI (now known as CATSI), the Group was able to boost its manufacturing
capacity and capability, expand customer base and increase presence in high-growth end markets including
telecommunication, automotive, medical, satellite communication, aerospace, and defense.

The Cirtek Group has earned a strong reputation with its customers for its high-quality products, production
flexibility, competitive costing, and capability to work with customers to develop application and customer
specific packages. The Cirtek Group has been accredited and certified by several international quality
institutions, namely TÜD SÜD Management Service GmbH, TÜV Product Service Asia Ltd., Taiwan Branch,
Defense Supply Center & British Approval Board Telecom, for the latest quality system standards, which
include ISO9001, ISO14001, and QS9000/TS16949, TUV Product Safety Certification, and FCC certification.

- 28 -
Business Acquisitions

On 17 February 2011, the Company’s Board of Directors and Stockholders approved the acquisition from
Cirtek Holdings, Inc. (“CHI”) of 155,511,952 common shares (representing 99.99% of the outstanding
capital stock) of CEC and 50,000 shares (representing 100% of the outstanding capital) of CEIC. On 1
March 2011, the two (2) deeds of sale were executed by the Company and CHI in order to implement the
transfers.

Corporate Name Date of Incorporation

Cirtek Electronics Corporation 31 May 1984
Cirtek Electronics International Corporation 4 April 1995

On 30 July 2014, CEIC entered into a sale and purchase agreement with REMEC Broadband Wireless
Holdings (“REMEC”), for the purchase of 100% shares of REMEC’s manufacturing division, REMEC
Broadband Wireless International, Inc. (“RBWI”), a Philippine-based manufacturer of value added, highly
integrated technology products. Based on the terms of the sale, REMEC and its remaining subsidiaries will
continue to design and market its top-of-class telecommunications products globally under its “REMEC”
brand, and REMEC will enter into a manufacturing agreement with RBWI to manufacture REMEC’s products
under a long-term contract manufacturing relationship. CEIC acquired RBWI for a consideration of US$7.5
million. CHPC funded the acquisition through a combination of available cash on hand and proceeds from
a corporate notes’ issuance.

The closing date of the transaction was effective 30 July 2014.

RBWI is primarily engaged in the manufacture, fabrication and design of microwave components and
subsystems primarily for export. RBWI was renamed to Cirtek Advanced Technology Solutions, Inc. on 21
November 2014 at the British Virgin Islands and on 18 February 2015 at the SEC.

Acquisition of Quintel

On 28 July 2017, the Parent Company’s Board of Directors (BOD) approved the acquisition of Quintel and
its subsidiaries for US$77.0 million, subject to adjustments as stipulated in the Agreement. Quintel is a
leading innovator of spectrum and space-efficient base station antennas for wireless networks.

The transaction was structured as a reverse triangle merger whereby Cirtek Corporation Limited (“CCL”)
was merged with and into Quintel, with the latter as the surviving corporation. Pursuant to the Agreement,
all outstanding shares, warrants, and stock options in Quintel were converted to a right to receive the
consideration from CHPC and Cirtek Corporation. As a result of the merger, each of CCL’s one hundred
(100) issued and outstanding shares were converted into and exchanged for one (1) validly issued, fully
paid and non-assessable share of the surviving company. On the other hand, each of Quintel’s issued and
outstanding shares before the merger were cancelled and extinguished and converted automatically into
the right to receive a portion of the purchase price. Quintel, being the surviving company, retained the 100
shares originally issued by CCL as its ending capital stock.

The Group believes that Quintel’s cutting edge research and development and product capabilities
significantly add to and complement the Group’s growing portfolio in wireless communication and is aligned
with its business focus on high-growth market segments. Furthermore, being the strategic manufacturing
partner of Quintel products places the Group in a unique situation to achieve significant synergies through
value engineering, research and development collaboration as well as cost reduction, resulting in high-
quality, reliable and cost-competitive products.

On 4 August 2017, the Assistant Registrar of Companies for the Cayman Islands issued a Certificate of
Merger stating that the companies have merged effective on said date.

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From 2020 to 2024, the Cirtek Group’s consolidated revenues recordedfrom US$68.91 million to US$58.7
million while consolidated net income from US$8.1 million to US$5.1 million. For full-year 2024, the Cirtek
Group reported consolidated revenues and consolidated net income of US$58.7 million and US$5.1 million.
Revenues decreased by 49% while net income decreased by 24%.

CORPORATE STRUCTURE

The corporate structure of the Corporation and its subsidiaries is as follows:

Cirtek Electronics Corporation

CEC was incorporated with the SEC on 31 May 1984, primarily to engage as an independent subcontractor
for semiconductor assembly, test and packaging services.

Prior to the Company’s acquisition of CEC in 2011, CEC was majority-owned by Charmview, a holding
company incorporated in the British Virgin Islands on 1 November 1994 and is owned by the Liu family,
wherein the US$50,000 authorized capital stock is divided equally among Jerry Liu, Nelia Liu, Michael Liu,
Justin Liu, and Brian Gregory Liu.

In 24 March 2008, Charmview and CHI entered into a Share Swap Agreement whereby Charmview
transferred all of its interest in CEC, constituting 155,511,959 common shares, to CHI in exchange for
50,000 common shares of stock of CHI. As a result of the share swap, CEC became a subsidiary of CHI.

On 1 March 2011, CHI and the Company executed the Deed of Absolute Sale of Shares wherein CHI
transferred all of its 155,511,959 shares in CEC in favor of the Company for and in consideration of
P130,000,000, making CEC a wholly-owned subsidiary of the Company.

CEC owns the manufacturing plants in Technopark as well as machinery such as bonder, auto test handler,
optical inspection system, wafer back grinder, mold set, and other machinery necessary for the
manufacture, assembly and testing of semiconductors.

- 30 -
CEC was previously registered with the Board of Investments (“BOI”) under Presidential Decree No. 1789
(“PD 1789”), as amended by Batas Pambansa Blg. 391, as a preferred pioneer enterprise for the
manufacture and export of integrated circuits. As a registered enterprise, CEC was entitled to certain tax
and nontax incentives provided for in PD 1789.

On 24 March 1998, the Philippine Economic Zone Authority (“PEZA”) approved CEC’s registration as an
ecozone export enterprise at the Laguna Technopark for the manufacture of standard integrated circuits,
discrete, hybrid and potential new packages. Beginning 30 October 2002, the manufacture and export of
integrated circuits, discrete and hybrid transferred to PEZA from BOI. Since its income tax holiday incentive
expired in 2003, CEC is subject to tax at the preferential rate of 5% of its gross income in accordance with
Republic Act No. 7916, the law creating the PEZA. In order to maximize the incentives granted under
Republic Act No. 7916, CEC applied for the registration of its new products and was granted income tax
holiday therefor from 2003 to 2005.

On 27 April 2011, PEZA approved CEC’s application for the registration of a new project involving the
manufacture of devices which will be used as components for smart phones, automotive sensor
applications, battery chargers, and industrial applications.

Cirtek Electronics International Corporation

CEIC was incorporated under the International Business Companies Act of the British Virgin Islands on 4
April 1995. CEIC was incorporated with a primary purpose of selling integrated circuits principally in the
United States of America and subcontracts the production of the same to CEC.

Beginning 8 June 1995, CEIC after securing the sales from its customers abroad, would subcontract the
assembly, test and/or packaging of the devices to CEC pursuant to a Master Subcontractor Agreement.
Under said agreement, CEIC issued purchase orders to CEC stating therein the type of product it will require,
the quantity, delivery date and destination together with such other instructions the former may have. In
consideration for its services, CEC was paid a service fee depending on the services contracted for a
particular purchase order.

Prior to the Company’s acquisition of CEIC in 2011, CEIC was majority-owned by Charmview. In 24 March
2008, Charmview and CHI entered into a Share Swap Agreement whereby Charmview transferred all of its
interest in CEIC, constituting 50,000 common shares, to CHI in exchange for 50,000 common shares of
stock of CHI. As a result of the share swap, CEIC became a subsidiary of CHI.

On 1 March 2011, CHI and the Company executed the Deed of Absolute Sale of Shares wherein CHI
transferred all of its 50,000,000 shares in CEIC in favor of the Company for and in consideration of
P130,000,000, making CEIC a wholly-owned subsidiary of the Company.

After the reorganization, the Company became the parent company of both CEC and CEIC while CHI remains
a holding company of the Liu family, which no longer forms part of the post-reorganization structure of the
Company.

The Acquisition of the Quintel business

On 31 July 2017, CHPC and Trillium International I, GP, as shareholder representative of Quintel Cayman,
Ltd. (“Quintel Cayman”) announced the signing of a definitive agreement under which CHPC, through its
subsidiaries, acquired 100% of Quintel, a leading provider of advanced high-efficiency, high-performance
antenna solutions. The acquisition immediately gave CHPC a significant presence in the large and rapidly
growing base station antenna market, estimated to be more than US$14 billion by 2020.

Established in 2007, Quintel designs, develops and delivers advanced high-efficiency, high-performance
antenna solutions that help mobile operators to increase efficiency, enhance quality-of-service, slash costs
and accelerate returns. Quintel’s current customers are AT&T and Verizon, and large telecommunication
corporations operating in North America and Puerto Rico. Quintel’s world headquarters is located in
Rochester, New York while the research and development office and sales offices are located in San Jose,

- 31 -
California and Buckinghamshire, United Kingdom, respectively. The Rochester, New York and San Jose,
California operate under Quintel USA while the Buckinghamshire, United Kingdom operate under Quintel
Technology, LTD.

Key Strategies

The Company’s key strategies are designed to allow the Cirtek Group to achieve its mid-term and long-term
goals through an efficient mix of organic growth through expanding product lines/more sales teams and
mergers and acquisitions. In line with this, shown below are the Company’s key strategies for its strategic
business units (“SBU”):

For Quintel
1. Expand to new geographic markets as the global market for multi-port, multi-frequency
base station antennas is expanding rapidly
2. Expand Cirtek / Quintel’s product portfolio through new product introduction, licensing
and white label branding
3. Improvement in gross margin through lower BOM cost, more efficient outbound
logistics, better yield and better quality

For CEC
1. Focus on further expanding the semiconductor business
2. Strengthen presence in high-growth market segments such as wireless communication,
consumer electronics, automotive sectors
3. Expand sales network in key markets such as Europe, US and Asia

For CATSI
1. Consistent growth from RFM/Microwave/Milimeterwave Business by at least 20% year
on year
2. Expand customer base for RF/Microwave/Milimeterwave Business
3. Acquisition of Remec Broadband Wireless International, Inc.

CEC PRODUCTS

CEC offers a broad range of products that go into various applications. The end application covers practically
everything from consumer products to high reliability industrial and military products.

The following are CEC’s product lines:

1. Protection products – These products are designed to protect electronic devices from damaging voltage
or current spikes. These are in multi-chip Small-outline Integrated Circuit (“SOIC”) packages, with up
to 32 diodes in a single unit.

- 32 -
2. Light sensors – These optical devices sense the intensity of light and trigger the automatic switching
on and off of headlights and the automatic adjustment of air conditioning settings in cars. The package
is a transparent custom-body Quad Flat Pack Leadless Package (“QFN”).

3. Real time clock – These are precision time keeping devices which contain features like calendars, time
of day, trickle charger and memory functions. These devices come with tuning fork cylindrical crystals
and are packaged in 16/20L SOIC 300mil body version.

4. Voltage control oscillators (“VCO”) – This is an electronic oscillator that is designed to be controlled in
oscillation frequency by a DC voltage input. Signals may also be fed into the VCO to cause frequency
modulation or phase modulation.

5. Electronic Relays – These are opto relays that are used in controlling high voltage and high-power
equipment. The control is achieved through the physical isolation of high voltage output and the low
voltage input side of the device protecting the circuit components and the users. These are packaged
in Plastic Dual-in-line Package (“PDIP”) with an LED and a driver IC coupled together, without electrical
connection between them.

- 33 -
6. Power management devices – These devices are used in a wide range of power management
applications from telecommunications, industrial equipment, portable devices, computers, and
networks. These are packaged in SOIC with the die pad exposed.

CEC MANUFACTURING PROCESS FLOW

The Company, through its subsidiary CEC, assembles and tests semiconductor devices at its manufacturing
complex located on a 12,740 square meter property in Biñan, Laguna. CEC currently leases the property
from Cirtek Land, Inc. and Cayon Holdings, Inc., both of which are majority owned by one of the Company’s
directors, Nelia T. Liu. CEC’s manufacturing facility is composed of two buildings, with a total floor area of
152,000 square feet.

Process Flow

The figure below illustrates the typical manufacturing process for the back-end production of semiconductor
products:

- 34 -
 PACKAGE
DESIGN
AND Leadrames and Assembly Process Bill of Material
Package Outline Flow Definition
DEVELOPMENT Selection
Drawing Design

WAFER Wafer Wafer Probe Wafer Saw

SAWING Backgrind

Mold Wirebond Die Attach

ASSEMBLY
AND
Laser Mark Electroplate Deflash / Trim /
TESTING Form / Singulate

Test Final Visual

Inspection

WAREHOUSING Shipping
AND SHIPPING

The back-end semiconductor operation starts with package design and development. The design phase
pertains to a.) the determination of the type of package to be used that conforms to industry standards,
b.) the substrates that will match the intended package, and c.) the material set that will be used to meet
customer specifications. This is followed by tooling selection and ordering.

The development process follows a systematic approach which takes into account the standards required
by the end user product. Advanced quality planning is made part of the process to ensure that the critical
quality characteristics are fully understood, characterized, and tested. Customers are involved as they have
to approve the design and any changes that will happen later in the development stage.

The development is only deemed complete once critical processes are proven capable and qualification
units and lots are produced and tested for reliability internally and or by the customers.

- 35 -
The fundamental package assembly process starts after the Company receives the wafer silicon from
customers. Pre-assembly, the wafers are back grinded to the desired thickness, probed for electrical
performance and then sawn to dice the wafers to its individual chip size following customer requirements.
The individually sawn dies are then mounted on a copper substrate typically using epoxy adhesives. Other
packages made by the Company, however, may require other mounting adhesives for enhanced functional
performance. Examples of these include, E0201 DFN (used in smart phones) which requires a gold eutectic
process or the PQFN (used in charges) which requires solder paste.

The interconnection between die to leads is normally done using gold fine wire. Power packages however
use copper clips for higher electrical conductivity. The parts are then encapsulated by an epoxy molding
compound, which are usually opaque.

The parts are then electroplated for protection of the metal leads, trimmed and formed into its final shape
or sawn into its final dimensions in the case of 0201DFN, ODFN and PQFN.

These assembled units are electrically tested for functional screening. The good parts are then packed per
customer specifications and shipped to its intended destination.

Customers may opt to contract for the entire process flow or for portions thereof, as well require changes,
subject to mutual consent to suit the customers’ product needs.

CEC Customers

Beginning in 1984 with three (3) customers, the Cirtek Group has significantly grown its customer base to
over 72 regular customers as of 31 December 2024 Cirtek, through CEC, aims to broaden its existing
customer base, as well as its geographic coverage to mitigate the volatility in the semiconductor industry.
The figure below lists the CEC’s major customers:

The Company is not dependent upon a single customer or a few customers or industry, such that the loss
of any of which would have a material adverse effect on the Company. The Company has no single customer
contributing more than twenty percent (20%) of the Company’s total revenues in the last three (3) years
of operations. The top customer accounts for only twelve percent (12%) of total revenue while the top ten
(10) customers collectively account for less than seventy percent (70%) of the Company’s total revenue.
Neither is the Company reliant on any specific industry since its products have varied applications across
different industries.

Most of the Cirtek Group’s customers have been clients of the Company for more than ten (10) years. For
most of these clients, no formal supply or manufacturing contract is executed, and the orders are governed
by purchase orders which provide the specification of the products to be sold, delivery schedule and terms
of payment, among others. Customers are required to submit order forecasts ranging from three (3) to six
(6) months, which the Company uses to project its supply requirements. Payment terms can vary (i.e., be
on a cash-on-delivery basis or credit terms of between thirty (30) to forty-five (45) days) depending on the
credit standing of the particular customer.

- 36 -
CEC Competition

The assembly and testing segment of the semiconductor industry is highly competitive. The Company’s
competitors in the semiconductor space include Integrated Device Manufacturers (“IDM”) with their own
in-house assembly and testing capabilities, and similar independent semiconductor assembly and test
subcontractors, located in the Philippines and in the Asia-Pacific region. Among the Company’s competitors
are Amkor Technology in Korea and in the Philippines; Advanced Semiconductor Engineering, Inc. or ASE,
a Taiwanese company and one of the largest OSAT companies in the world, with branches in Korea and
China; Orient Semiconductor Electronics, Ltd. and Silicon ware Precision Industries Co. Ltd. in Taiwan;
Unisem and Carsem Semiconductor in Malaysia; Hana Microelectronics in Thailand; STATS Chip Pac Ltd. in
Singapore, and other Chinese subcontractors such as Diodes, Inc. and Chiang Jiang Electronic Technology
or JCET.

Aside from Cirtek Group, there are two (2) active companies in the semiconductor industry that are listed
in the PSE. These are Integrated Micro-Electronics, Inc. (“IMI”) and SFA Semicon Philippines Corporation
(“SSP”).

CATSI PRODUCTS

CATSI offers a broad range of microwave products that go into various applications. The end application
covers microwave/wireless solutions for carrier and private data networks catering mobile backhaul, service
provider, education, enterprise, government/municipalities and healthcare.

The following are CATSI’s microwave products:

1. CTT Outdoor Unit (“ODU”) – The CTTH ODU is available in 6L, 6U, 7GHz, 8GHz,
11GHz, 13GHz, 15GHz, 18GHz, 23GHz, 26GHz, 28GHz, 32GHz and 38GHz. The CTT
ODU supports QPSK to 256QAM modulation and 7MHz to 56MHz channel
bandwidth.

2. Indoor Radio Frequency Unit (“IRFU”) –The IRFU is available in L6, U6, 7GHz,
8GHz, and 11GHz frequency bands. The channel spacing supported for North
American ANSI rates is between 3.75 MHz and 60 MHz. The channel spacing
supported for ETSI rates is between 7 MHz and 56 MHz.

- 37 -
 3. Outdoor Internet Protocol Radio (“OIPR”) – The OIPR is available in 6L, 6U, 7GHz,
8GHz, 11GHz, 13GHz, 15GHz, 18GHz, 23GHz, 26GHz, 28GHz, 32GHz and 38GHz.
The supported modulation is QPSK to 256QAM. The channel spacings supported
for North American ANSI rates is between 10MHz and 50 MHz. The channel
spacings supported for ETSI rates are 7MHz, 14MHz, 28-30MHz, 40MHz and
56MHz.

4. FLEX4G-Ultra High Availability (“UHA”) – Flex4G-UHA-UHA operates in the 71-

76/81-86 GHz frequency range in compliance with ECC/REC 05/07
Recommendations and is subject to use based on each EU member country’s
individual regulations for operation in this band. The FLEX4G-UHA uses Binary
Phase Shift Keying (“BPSK”) modulation and supports a maximum data rate of
1,000 Mbps in a 1,250 MHz channel.

CATSI MANUFACTURING PROCESS FLOW

The Company assembles and tests microwave products at its manufacturing complex located on a 12,740
square meters property in Biñan, Laguna. CATSI currently leases the property from Cirtek Land, Inc. and
Cayon Holdings, Inc., both of which are majority owned by Nelia T. Liu. The manufacturing facility is
composed of two (2) buildings, with a total floor area of 152,000 square feet.

- 38 -
Process Flow

The figure below illustrates the typical manufacturing process for the production of microwave products:

Business and Customer Bill of Material

RFQ Approval NPI Selection
Product
Development

Solder Paste Surface Mount Automatic Optical

Reflow Soldering Inspection (AOI)
Application Technology

PCBA
QA Inspection Manual Soldering

Visual
Die Attach Die Mount Curing Inspection

MIC
QA
Inspection
Gapweld Wirebond

Top Level / Visual Calibration

Sub and
Module System Assembly Inspection
Parametric
Test

ASSY AND
TEST Leak Cover Assembly
Bit Error
Rate
Testing (RBER)

Prebox Final QA
Testing Inspection Packing

Warehouse Outgoing
and Shipping Inspection

Shipping

The manufacturing process starts with business and product development. The business development
pertains to a) RFQ (Request for Quote) from customer and b) customer approval. Once the customer
approves the quote, product development proceeds. The product development pertains to a) NPI (New
Product Introduction) and b) bill of materials selection. During NPI, the factory will qualify the product and
the process (to manufacture the product). The NPI process is considered completed once critical processes
are proven capable and qualification units are produced and tested for reliability internally and or by the

- 39 -
customers. If NPI is successful, the bill of materials is finalized. This includes the product BOM, fixtures and
packaging. Mass production follows.

The fundamental assembly process starts with PCBA (Printed Circuit Board Assembly). Solder paste is
applied to the PCB, followed by placement of components during SMT pick and place. The populated board
is then loaded to the reflow oven for solder paste curing. After the oven reflow, the board undergoes AOI
(Automatic Optical Inspection). All boards with reject (assembly rejects, i.e. missing components, wrong
part mounted, tombstone, insufficient solder, mis-oriented, tilted, etc.) during AOI are reworked. All boards
without rejects proceed to 2nd operation or manual soldering (if required).

Some modules/sub-assembly boards from PCBA undergo MIC process (Microwave Integrated Circuit).
During this process, a component (MMIC) is attached or mounted to the board with epoxy, either manually
or automated. The board is then cured to the required temperature depending on the type of epoxy used.
Wire bond/gap weld is performed depending on the required assembly drawing. Inspection follows to
ensure conformance to the assembly drawing.

The modules/sub-assembly boards will then undergo test and tune (if required). All passing modules are
then integrated to form the ODU (final product) during Top level assembly. System level testing follows
(Calibration and Parametric test, Bit Error Rate (BER) Test, etc.). The ODUs should conform to the
specifications set by the customer.

Finished products are then packed per customer specifications and shipped to the intended destination.

The figure below illustrates the typical manufacturing process for the production of multiport antennas:

- 40 -
Multiport Antennas Proces flow chart

Reflow PCB Assembly Sub-assembly Array/ Marriage / Radome Assembly

This process involves the installation of In this process we will assemble various In this process is the integaration of the sub-
cable clip and dispensing of solder paste to mechanical parts to form the sub-assembly of assembly to create antenna, sub-assembly will
the PCB manually and will be cured by the FF: Phase Shifter, Iret, Connector Plate, be married to the array and will be inserted to a
reflow oven Top bracket and dipoles radome and will form the finish product of
antenna

Corporate Feed PCBA Phase Shifter

Connector Plate
SPLITTER PCBA Top Level Assembly
Top Bracket

HYBRID PCBA IRET / DIPOLES

PIM TEST VSWR TEST Quick Scan test

PIM is the generation of interfering signals In this testing process is the measurement of In this testing process is the measurement of the
caused by nonlinearities in the mechanical the RF return loss RF isolation of the antenna
components of a wireless system. Two
signals mix together (amplitude modulation)
to produce sum and difference signals and
products within the same band, causing
interference.

PIM VSWR QUICK SCAN

- 41 -
CATSI Customers

Most of the Cirtek Group’s customers have been clients of the company for more than ten (10) years. For
most of these clients, no formal supply or manufacturing contract is executed, and the orders are governed
by purchase orders which provide the specification of the products to be sold, delivery schedule and terms
of payment, among others. Customers are required to submit order forecasts ranging from three (3) to six
(6) months, which the Company uses to project its supply requirements. Payment terms can vary (i.e., be
on a cash-on-delivery basis or credit terms of between thirty (30) to forty-five (45) days) depending on the
credit standing of the particular customer.

CATSI Competition

The Company’s competitors in the RF/Satcom EMS space include large OEMs with international presence
such as Benchmark Electronics, Plexus, Flextronics, and MTI Electronics. Among the Company’s local
competitors for certain product lines are Ionics, IMI, and ATEC.

The Company believes is competitive strength lies in its ability to provide complete turnkey solutions for
complex, box build electronic and microwave products. The Company also believes it has unique
RF/microwave expertise to deliver vertically integrated products from components to modules and system
levels.

Quintel Corporation

Founded in 2007, Quintel designs, develops and delivers advanced high efficiency, high performance
antenna solutions that allow mobile operators to increase efficiency, enhance quality-of-service and reduce
costs. The company’s core technology, Q Tilt, which provides variable linear phase slope across the antenna
array and as such, increases site output without expanding the site footprint. The company’s corporate
offices are located in Rochester and New York and San Jose California and its sales office is located in
Buckinghamshire in the United Kingdom. Quintel’s team of seasoned professionals understand tower tops
better than anyone else in the industry and have pioneered some of the most advanced solutions in the
marketplace today. Quintel delivers tremendous value to the industry’s leading operators and OEMs, as well
as a robust ecosystem of technology and channel partners, across the globe.

Quintel is radically transforming wireless infrastructure with feature-rich antenna technologies that make
networks more efficient and more profitable. An innovator in low-impact and high-output solutions, Quintel
simplifies rollout complexity with practical antenna solutions that quickly boost capacity and coverage within
diverse heterogeneous networks. Quintel’s innovative MultiServ and SONwav product lines enable mobile
operators to quickly and easily grow their networks and not their budgets.

The following are Quintel’s antenna products lines:

1. MultiServ – Single Antenna – Multiple Frequency Bands

Under the MultiServ brand, Quintel sells Multi-Band/ Multi-Port Antennas which are designed to maximize
site utilization without compromising site design and network optimization freedoms. This product offers
independent tilt for different bands for different arrays while supporting up to 4x4 MIMO at high-bands.
The technology of Multiserv also minimizes Passive Intermodulation interference and supports different
access technologies (4G, LTE, 3G, 2G).

- 42 -
 Space Efficient Tower Solutions
PIM Efficient Solutions

Key Highlights of MultiServ product line:

• Smallest form factor (12” wide x 4’ / 6’ / 8’ lengths)
• Advanced aerodynamic design reduces wind loading
• Field proven best-in-class azimuthal roll-off (C/I) RF performance
• Independent tilt-per-band eliminates band combiners
• Most reliable / all internal “Direct Connect” Remote Electrical Tilt (RET) design
• Highest quality in the industry – used at both tier-1 U.S. carriers nationally
• AISG over RF capability
• Broad portfolio with Hexports and Octoports in 65º and 45º and 10 / 12 port antennas
• World’s only 12 port antenna 12” wide x 72” or 96” length with 6’ high-band arrays

2. SONWav – Directional Antenna – Passive Real-Time Beamforming

Through its SONWav brand, Quintel provides Passive Real-Time Elevation Beamforming Antennas which
increases throughput and spectral efficiency at low spectrum bands in a single slimline antenna. This
product also offers route to double MIMO freedoms.

Spectrally Efficient Tower Solutions

Key Highlights of MultiServ product line:

• SONWav technique designed for Low-Band Serice 700, 800, 850MHz
• Allows Downlink to be Tilt optimized with Power Limited Uplink Services (VolTE)
• Mitigates Uplink Interference when using IRC in Baseband
• Maximizes Uplink MCS, SINR, CQI and Throughput
• SonWav also has 4x1695-2400MHz Ports (as 2x independent Tilts)
• Optimized Azimuth Patters as per MultiServe Family
• Optimized Rodome & Windload as MultiServe Family

Quintel Manufacturing Process Flow

Cirtek assembles and tests antenna products at its manufacturing complex located in Laguna Technopark
in Biñan, Laguna. The manufacturing facility is composed of three (3) buildings, with a total floor area of
22,300 square feet.

The figure below illustrates the typical manufacturing process flow for the production of antenna products:

Quintel Product Development (Research and Development)

- 43 -
The figure below illustrates the New Product Development process within Quintel:

Quintel Customers

Quintel’s current customers are AT&T and Verizon, large telecommunication corporations operating in North
America. In order to reduce the concentration risk of a few major customers, Quintel has been actively
seeking business opportunities with new potential customers wherein the initial focus will be on large
customers in North America and Europe. The company eventually wants to penetrate the Asian market and
provide its products to telecommunication companies in countries such as Singapore and the Philippines.

Quintel Competition

Quintel’s competitors in the Antenna space are made of up of a number of well-known companies, most of
which sell multiple products directly or indirectly to carriers. These competitors are either diversified telecom
infrastructure and service companies, telecom system and component vendors or pure-play antenna
makers. Below is a diagram of the competitive landscape of the industry:

CUSTOMERS

Beginning in 1984 with three (3) customers, the Cirtek Group has significantly grown its customer base to
over 72 major and regular customers as of present date. The Cirtek Group’s Company’s customers are
located in various countries, with the bulk of revenues contributed by customers located in Europe and the
United States of America. The figure below illustrates the geographic distribution of customers by revenue
contribution, over the past three (3) years.

CEC

- 44 -
 % Contribution to Revenue Per Region
2022-2024
2022 2023 2024
Asia 24% 31% 30%
Europe 46% 28% 28%
USA 30% 41% 42%

CATSI

% Contribution to Revenue Per Region

2022-2024
2022 2023 2024
Asia 65% 65% 65%
Europe 1% 8% 8%
USA 34% 28% 27%

The Company is not dependent upon a single customer or a few customers or industry, the loss of any of
which would have a material adverse effect on the Company. The Company has no single customer
contributing more than twenty percent (20%) of the Company’s total revenues in the last three (3) years
of operation. Neither is the Company reliant on any specific industry since its products have varied
applications in different industries.

Quintel

% Contribution to Revenue Per Region

2023-2024
2023 2024
Asia - -
Europe - -
USA 100% 100%

MARKETING

The Company appoints non-exclusive sales agents around the globe to promote its products and services.
These agents help promote and maintain strong relationships by working closely with customers to address
and resolve quality issues and communicate timely responses to specific requirements and delivery issues.
The Company through its subsidiaries currently maintains a sales director in the USA and sales agents in
the USA, Europe, and Asia.

Cirtek also performs marketing research for technology development by working closely with its customers
through collaboration, conducting surveys, and gathering market trends to keep the Company abreast of
new packaging techniques and product introductions.

SUPPLIERS

Direct materials used by the Company in the manufacturing process are leadframes, molding compound,
wires (gold and copper) and epoxy adhesives. Silicon wafers are provided by Cirtek’s customers.

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These direct materials are sourced abroad, mainly from Hongkong, Singapore, Malaysia, and Korea.
Shipment is mostly by air, except for the molding compound, which is by sea because of its weight. In order
to mitigate the risk of shortage of these direct materials, the Company has at least two suppliers for each
material.

EMPLOYEES

As of December 31, 2024, the Cirtek Group has 1,374 regular employees.

Position Total
Managers and Executives 34
Engineers 52
Administration 53
Other support Cirtek Groups 402
Rank and File 584
Subcon (Agency) 249
Total 1,374

The Cirtek Group is not unionized. However, to foster better employee-management relations, the Cirtek
Group has a labor management council (“LMC”) composed of committees with representatives from both
labor and management. These committees include the committee on employee welfare and benefit,
employees cooperative committee, employee discipline committee and sports and recreation committee,
among others.

LMCs are established to enable the workers to participate in policy and decision-making processes in
establishment, in so far as said processes will directly affect their rights, benefits and welfare, except those
which are covered by collective bargaining agreement or are traditional areas of bargaining. The scope of
the council/committee’s functions consists of information sharing, discussion, consultation, formulation, or
establishment of programs or projects affecting the employees in general or the management.

INTELLECTUAL PROPERTY

The Company does not believe that its operations are dependent on any patent, trademark, copyright,
license, franchise, concession or royalty agreement.

RESEARCH AND DEVELOPMENT

Research and development work are performed by a team of over twenty (20) experienced engineers with
skills developed internally and learned from previous work experiences. Skills are brought in through hiring
when necessary while training is a continuing concern to hone the skills of the technical staff.

The Company, in the case of CEC and CATSI, has successfully cooperated with customers on many projects,
co-developing with them new technology that are customer specific that will ensure continuing engagement
by the customers. This approach ties up customer with the Company over a long period of time generating
revenues from a captive market. Quintel’s R&D activities cover components, network / system and products.

The Company’s technology for CEC and CATSI roadmap covers material development and process
improvement to improve on cost and to help maintain the margins. The latest materials are identified to
meet ever increasing demand for higher quality and lower cost. These are product-application specific that
are jointly co-developed with the customers bringing benefits to both parties.

The same technology roadmap resulted in bringing down the material and labor cost. For 2024, there was
a reduction of 0.5% in cost of sales from new material developed.

Quintel’s technology roadmap covers base-station antennas, MIMO, mid-cell and small cell technologies for
5G deployments.

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GOVERNMENT APPROVAL AND PERMITS

All government approvals and permits issued by the appropriate government agencies or bodies which are
material and necessary to conduct the business and operations of the Company, were obtained by the
Company and are in full force and effect. As a holding company, the Company is only required to obtain a
mayor’s permit, which was issued to the Company on 22 January 2025 by the City of Biñan, Laguna. Such
mayor’s permit is required to be renewed within the first thirty (30) days from the beginning of January of
the following year.

REGULATORY FRAMEWORK

As a PEZA-registered entity, CEC and CATSI are required to submit periodic financial and other reports.
CEC is also required to submit quarterly, semi-annual and annual reports to the Department of Environment
and Natural Resources (DENR) as part of its Environmental Compliance Certificate requirements. The failure
to comply with these reports and with any other requirements or regulations of these government agencies
could expose CEC and CATSI to penalties and the revocation of the registrations.

CEC and CATSI ensure compliance with these requirements by assigning dedicated personnel to monitor,
prepare the necessary filings and liaise with the relevant government agencies.

ITEM 2 PROPERTIES

The Company, through its subsidiary, owns the manufacturing plants in the Laguna Technopark as well as
machinery such as bonder, auto test handler, optical inspection system, wafer back grinder, mold set, and
other machinery necessary for the manufacture, assembly and testing of semiconductors. All of these
properties are free and clear of liens, encumbrances and other charges, and are not the subject of any
mortgage or other security arrangement.

ITEM 3 LEGAL PROCEEDINGS

On 23 October 2019, Otilio Vicente F. Arellano II and Rafael Estrada (the “Complainants”) demanded to
inspect the Company’s records, including a documented blow-by-blow account of corporate decisions,
transactions, accounting judgments and estimates. However, Complainants did not provide any legitimate
reason for their request to inspect a great volume of corporate documents, contrary to the prevailing rule
on the exercise of the right to inspect.

Thus, on 4 November 2019, the Company filed a Petition for Declaratory Relief seeking a declaration of the
Company’s duties in relation to Complainants’ right to inspect under Section 73 of Republic Act No. 11232
or the Revised Corporation Code (“RCC”). Specifically, the Company seeks a judicial declaration and/or
confirmation of its right to decline the demand to inspect corporate records on account of bad faith and ill
motive. The Petition, docketed as Civil Case No. B-10603, was filed with the Regional Trial Court of the City
of Biñan, Branch 153 (RTC Branch 153).

On 17 February 2020, despite the pendency of the Petition for Declaratory Relief, complainants filed a Joint
Complaint-Affidavit for alleged violation of Section 73 in relation to Section 16C of the RCC before the Office
of the City Prosecutor (“OCP”) against the following directors and officers of the Company: Jerry Liu, Jorge
Aguilar, Michael Stephen Liu, Brian Gregory Liu, Justin Liu, Ernest Fritz Server, Hector Villanueva, Corazon
Guidote, Emelita Cruzada and Rosario Menguito (the “Respondents”). Respondents received a copy of the
Joint Complaint-Affidavit on 17 August 2020.

After submission of all the required pleadings, on 19 January 2021, the OCP issued a Resolution finding
probable cause for the offense charged. Respondents received a thereof on 17 March 2021.

On April 5, 2021, a Petition for Review entitled “Otilio Vicente Arellano II and Rafael Estrada v. Jerry Liu, et
al.,” docketed as NPS Docket No. IV-25-INV. No. 20B-00068, was timely filed with the Department of Justice
(“DOJ”) assailing the 19 January 2021 Resolution of the OCP. The Petition is still pending with the DOJ.

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Sometime in April 2021, the accused learned that an Information for violation of Section 73 in relation to
Section 161 of the Revised Corporation Code, entitled People v. Jerry Liu, et al., docketed as Criminal Case
No. 2560-B-2021 was filed with the Regional Trial Court of the City of Biñan, Branch 152 (RTC Branch 153).

Thus, on 12 April 2021, the Accused filed an Amended Omnibus Motion with the RTC Branch 152, seeking
to (a) Dismiss and/or Quash the Information, (b) Withhold the Issuance of a Warrant of Arrest or Recall
Warrant of Arrest, if already issued; or in the alternative, (c) Suspend the Proceedings Due to Prejudicial
Question

Meanwhile, in an Order dated 9 July 2021, the RTC Branch 153-A dismissed the Petition for Declaratory
Relief. On 30 July 2021, the Company filed a Notice of Appeal of the said Order.

In an Order dated 5 July 2021, the RTC Branch 153 suspended the criminal proceedings by reason of
prejudicial question, and subsequently upheld such suspension in an Order dated 30 July 2021 in view of
the appeal of the civil case for declaratory relief.

On 12 October 2022, the Company filed its Memorandum in Lieu of Appellant’s Brief for the Petition for
Declaratory Relief (docketed as Civil Case No. B-10603) before the Court of Appeals.

On appeal, the Court of Appeals rendered its Decision dated 28 November 2022 reversing and setting aside
the Orders dated 02 December 2020 and 09 July 2021 of the RTC Branch 154 and 153, respectively in the
Civil Case No. B-10603. Therein, the Court of Appeals found that the Company cannot be compelled to
grant access to inspect its corporate books and records without a lawful and legitimate purpose for such
inspection.

On 27 December 2022, Otilio Vicente Arellano II and Rafael Estrada filed their Motion for Reconsideration
assailing the Decision dated 28 November 2022 to which petitioner filed their Comment/Opposition dated
23 January 2023. On 13 July 2023, the Court of Appeals rendered its Resolution denying respondents’
Motion for Reconsideration and affirming the Decision dated 28 November 2022.

On 02 August 2023, petitioners filed a Motion for Additional Time to File Petition for Review seeking an
additional thirty (30) days from 03 August 2023, or until 02 September 2023, within which to file their
petition for review on certiorari to the Decision rendered by the Court of Appeals in the case entitled “Otilio
Vicente F. Arellano II and Rafael Estrada vs. Cirtek Holdings Philippines Corporation” docketed as CA-G.R.
SP No. 173046 (Case No. B-10603). However, as of date, no Petition for Review has been received by the
Company.

As of date, the criminal proceedings remain suspended, and the case has no material impact to the business
or operations of the Company.

Other than the foregoing, there are no pending legal cases against the Company, its Subsidiaries, and their
respective management that will have immediate material adverse effect on the financial position and
operating results of the Company.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The following items shall be presented to the stockholders for their approval during the annual stockholders’
meeting:

1. Minutes of the Annual Stockholders’ Meeting held on 31 May 2024;

2. Audited Financial Statements as of and for the year ended 31 December 2024;
3. Ratification of the Acts of the Board and Management;
4. Appointment of External Auditor;
5. Amendment of Articles of Incorporation to Convert of a Portion of Authorized and Unissued
Preferred B Shares to Preferred A Shares; and
6. Reclassification of Shareholder Advances to Deposit for Future Stock Subscription.

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 PART II – OPERATIONAL AND FINANCIAL INFORMATION

ITEM 5 MARKET FOR ISSUER’S COMMON EQUITY AND RELATED STOCKHOLDER

MATTERS

The registrant’s common equity is principally traded in The Philippine Stock Exchange (“PSE”). The high
and low sales prices for every quarter ended are indicated in the table below:

2023 2024
HIGH LOW HIGH LOW
Q1 3.38 2.79 1.97 1.58
Q2 3.14 2.58 1.79 1.52
Q3 2.72 1.83 1.68 1.41
Q4 2.00 1.52 1.60 1.25

The price of the Company’s Common shares as of 05 May 2025 trading date was PhP 0.85 per share.

The price of the Company’s Preferred B2-A shares as of 02 May 2025 trading date was $0.05 per share.

The price of the Company’s Preferred B2-B shares as of 04 March 2025 trading date was $ 0.60 per share.

The price of the Company’s Preferred B2-C shares as of 05 May 2025 trading date was PhP 19.74 per share.

The price of the Company’s Preferred B2-D shares as of 05 May2025 trading date was PhP 10.60 per share.

The number of Shareholders of record as of 31 March 2025 is 28.

Recent sales of unregistered or exempt securities including recent issuance of securities constituting an
exempt transaction

The Company has issued 20,000,000 Preferred B2-B Shares to Camerton, Inc. on 18 December 2020. The
Preferred B2-B Shares were listed on PSE on 2 February 2021.

Top 20 Stockholders of Record as of 31 March 2025 (registered with the SEC)

Number of Common Percentage of

Stockholder Name Shares Held Shareholding
PCD Nominee Filipino 537,219,824 80.36
Camerton, Inc. 110,260,791 16.49
PCD Nominee Non-Filipino 20,850,380 3.12
Jose Ivan T. Justiniano or Ma. Jema
Justiniano 79,761 0.01
Beant Singh Grewal 37,000 0.01
Anna Loraine Mendoza 17,500 0
Myra Villanueva 14,000 0
Raymond Alvin Mendoza 13,100 0
Fernando Magno Enriquez 12,000 0
Eduardo Lizares 1,000 0
Julius Victor Emmanuel Sanvictores 145 0
Stephen Soliven 122 0
Owen Nathaniel S. Au ITF LI Marcus Au 106 0
Jesus San Luis Valencia 62 0
Dondi Ron R. Limgenco 11 0

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 Shareholders’ Association of The
Philippines, Inc. 10 0
Joselito T. Bautista 3 0
Antonio S. Callueng 1 0
Rafael Estrada 1 0
Corazon Guidote 1 0
Brian Gregory Liu 1 0
Jerry Liu 1 0
Justin T. Liu 1 0
Michael Stephen Liu 1 0
Hector Villanueva 1 0
Bernardino Ramos 1 0
Ernest Fritz Server 1 0
Total 668,505,825 100

Top 20 Stockholders of Record of Preferred A Shares as of 31 March 2025 (not registered with the SEC)

Number of Preferred Percentage of

Stockholder Name Shares Held Shareholding
Camerton, Inc. 700,000,000 100
Total 700,000,000 100

Top 20 Stockholders of Record of Preferred B-1 Shares as of 31 March 2025 (not registered with the SEC)

Number of Preferred Percentage of

Stockholder Name Shares Held Shareholding
Camerton, Inc. 70,000,000 100
Total 70,000,000 100

Top 20 Stockholders of Record of Preferred TCB2A Shares as of 31 March 2025 (registered with the SEC)

Number of Preferred Percentage of

Stockholder Name Shares Held Shareholding
PCD Nominee Corporation (Filipino) 66,492,220 99.24
PCD Nominee Corporation (Non-Filipino) 407,780 0.61
Knights of Columbus Fraternal Association
of the Phils., 100,000 0.15
Total 67,000,000 100

Top 20 Stockholders of Record of Preferred TCB2B Shares as of 31 March 2025 (registered with the SEC)

Number of Preferred Percentage of

Stockholder Name Shares Held Shareholding
PCD Nominee Corporation (Filipino) 20,000,000 100
Total 20,000,000 100

Top 20 Stockholders of Record of Preferred TCB2C Shares as of 31 March 2025 (registered with the SEC)

Number of Preferred Percentage of

Stockholder Name Shares Held Shareholding
PCD Nominee Corporation (Filipino) 16,879,690 99.665
PCD Nominee Corporation (Non-Filipino) 56,710 0.335
Total 16,936,400 100

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Top 20 Stockholders of Record of Preferred TCB2D Shares as of 31 March 2025 (registered with the SEC)

Number of Preferred Percentage of

Stockholder Name Shares Held Shareholding
PCD Nominee Corporation (Filipino) 27,658,400 96.622
PCD Nominee Corporation (Non-Filipino) 567,100 1.981
Knights of Colombus Fraternal Association
of the Philippines Inc 400,000 1.397
Total 28,625,500 100

Dividends Declaration

The Board of Directors of TECH, in its regular meeting held on 20 January 2025, approved the following:

Declaration of cash dividends of the following shares:

a. Preferred A Shares (Unlisted)

Declaration of cash dividend of US$0.000012196 per share for each of the Seven Hundred Million
(700,000,000) issued and outstanding Preferred A Shares amounting to an aggregate sum of Eight
Thousand Five Hundred Thirty-Seven and 1/100 US Dollars (US$8,537.01), for payment and distribution on
8 March 2025 to shareholders of record as of 21 February 2025.

b. Preferred B-1 Shares (Unlisted)

Declaration of cash dividend of PhP0.06125 per share for each of the Seventy Million (70,000,000) issued
and outstanding Preferred B-1 Shares amounting to an aggregate sum of Four Million Two Hundred Eighty-
Seven Thousand Five Hundred Pesos (Php4,287,500.00) for payment and distribution on 8 March 2025 to
shareholders of record as of 21 February 2025.

c. Preferred B-2 Subseries A Shares (“Preferred B-2A Shares”)

Declaration of cash dividend of US$0.0228125 per share for each of the Sixty-Seven Million (67,000,000)
outstanding and issued Preferred B-2A Shares amounting to an aggregate sum of One Million Five Hundred
Twenty-Eight Thousand Four Hundred Thirty-Seven US Dollars and Fifty Centavos (US$1,528,437.50), for
each Dividend Period.

The schedule of the payment and distribution of the cash dividends of Preferred B-2A Shares shall be made
to the entitled shareholders on the following dates:
i 8 March 2025 to shareholders of record as of 21 February 2025;
ii 9 June 2024 to shareholders of record as of 23 May 2025;
iii 8 September 2025 shareholders of record as of 22 August 2025; and
iv 9 December 2025 shareholders of record as of 24 November 2025.

d. Preferred B-2 Subseries B Shares (“Preferred B-2B Shares”)

Declaration of cash dividend of US$0.025 per share for each of the Twenty Million (20,000,000) outstanding
and issued Preferred B-2B Shares amounting to an aggregate sum of Five Hundred Thousand US Dollars
(US$500,000.00), for each Dividend Period.

The schedule of the payment and distribution of the cash dividends of Preferred B-2B Shares shall be made
to the entitled shareholders on the following dates:
i 18 March 2025 to shareholders of record as of 3 March 2025;
ii 18 June 2025 to shareholders of record as of 3 June 2025;
iii 18 September 2025 shareholders of record as of 3 September 2025; and
iv 18 December 2025 shareholders of record as of 3 December 2025.

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e. Preferred B-2 Subseries C Shares and Preferred B-2 Subseries D Shares (“Preferred B-2C and Preferred
B-2D Shares”)

Declaration of cash dividend of PhP1.7678125 per share for each of the Sixteen Million Nine Hundred Thirty-
Six Thousand Four Hundred (16,936,400) outstanding and issued Preferred B-2 Subseries C Shares
amounting to an aggregate sum of Twenty-Nine Million Nine Hundred Forty Thousand Three Hundred
Seventy-Nine Pesos and Sixty-Three Centavos (PhP 29,940,379.63) for each Dividend Period; Further, the
declaration of cash dividend of PhP0.968825 per share for each of the Twenty Eight Million Six Hundred
Twenty-Five Thousand and Five Hundred Pesos (28,625,500) outstanding and issued Preferred B-2
Subseries D Shares amounting to an aggregate sum of Twenty-Seven Million Seven Hundred Thirty-Three
Thousand One Hundred Pesos and Four Centavos (PhP27,733,100.04) for each Dividend Period.

The schedule of the payment and distribution of the cash dividends for each of Preferred B-2C and Preferred
B-2D Shares shall be made to the entitled shareholders on the following dates:
i 14 March 2025 to shareholders of record as of 27 February 2025;
ii 14 June 2025 to shareholders of record as of 30 May 2025;
iii 15 September 2025 shareholders of record as of 29 August 2025; and
iv 15 December 2025 shareholders of record as of 28 November 2025.

In relation to the previous resolutions of the Board of Directors of TECH last 20 January 2025 approving
the declaration of cash dividends for all the preferred shares of the Corporation, as indicated above, to be
distributed on their respective distribution dates in accordance with its respective Prospectuses, in a special
meeting held on 7 March 2025, the Board of Directors of TECH, upon recommendation of management,
approved the suspension of payment of the declared abovementioned cash dividends until further notice
for all TECH’s Preferred Shares as part of the Company’s strategy to manage liquidity and to preserve its
resources to ensure long-term sustainability of its business.

Nonetheless, the Corporation maintains its commitment to fulfilling its obligations to pay its shareholders
in accordance with the terms set out in the Prospectuses of the shares. This includes payment of all
dividends due on all Preferred Shares of the Corporation, and payment of all arrears of dividends
outstanding by reason of the suspension, on future dates to be set by the Corporation.

There are presently no restrictions that limit the payment of dividend on common shares of the Company.

Owners of record of more than five percent (5%) of the Company’s voting securities as of 31 March 2025:

Title of Name, Address Name of Citizenship Number of % of Class

Class of Record Beneficial Shares Held
Owner, and Owner and
Relationship Relationship
with Issuer with Record
Owner
Common PCD Nominee PCD Nominee
Corporation Corporation
(Filipino) (Filipino)
G/F Makati Stock G/F Makati Stock
Filipino 537,219,824 80.36%
Exchange 6767 Exchange 6767
Ayala Avenue, Ayala Avenue,
Makati City Makati City

Common Camerton, Inc. 4 Camerton, Inc.

116 East Main 116 East Main Filipino 110,260,791 16.49%
Ave., Phase V Ave., Phase V

4
Camerton, Inc. has appointed Jerry Liu who shall vote the shares on its behalf in all meetings including the forthcoming
Annual Stockholders’ Meeting on 31 May 2024.

- 52 -
 SEZ Laguna SEZ Laguna
Technopark Technopark
Biñan, Laguna Biñan, Laguna
Common Total 647,480,615 96.85%
Camerton, Inc.5 Camerton, Inc.
116 East Main 116 East Main
Preferred Ave., Phase V Ave., Phase V
Filipino 700,000,000 100%
A SEZ Laguna SEZ Laguna
Technopark Technopark
Biñan, Laguna Biñan, Laguna
Total 700,000,000 100%

Under PCD account, the following participants hold shares representing more than five percent (5%) of the
Company’s outstanding shares as of 31 March 2025.

Participant Number of Shares Percentage

Abacus Securities Corporation 129,468,799 19%

COL Financial Group, Inc. 119,110,786 18%

First Metro Securities Brokerage 40,314,353 6%

Corp.

ITEM 6 MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

Through its subsidiaries, the Company is primarily engaged in three (3) major activities:

1) the design, development and delivery of the wireless industry’s most advanced high-efficiency,
high-performance antenna solutions;
2) the manufacture of value-added, highly integrated technology products; and
3) the manufacture and sales of semiconductor packages as an independent subcontractor for
outsourced semiconductor assembly, test and packaging services.

Quintel Solutions is a leading provider of advanced high-efficiency, high-performance antenna solutions for
wireless cellular networks. Quintel is a pioneer of multi-port, multi-frequency wireless tower antennas.
These antennas support more frequencies and deliver greater bandwidth, thereby improving customer
experience and creating cost-efficiencies and quicker roll-out for mobile operators.

CEIC sells integrated circuits principally in the US and assigns the production of the same to CEC. CEIC
acquired Remec Broadband Wireless Inc. (“RBWI”) in 30 July 2014, which was renamed as Cirtek Advanced
Technologies and Solutions, Inc, (“CATSI”), a proven Philippine-based manufacturer of value added, highly
integrated technology products. CATSI offers complete “box build” turnkey manufacturing solutions to RF,
microwave, and millimeterwave products used in the wireless industry such as telecommunication, satellite,
aerospace and defense, and automotive wireless devices.

CEC provides turnkey solutions that include package design and development, wafer probing, wafer back
grinding, assembly and packaging, final testing of semiconductor devices, and delivery and shipment to its
customers’ end users. CEC has over 64 regular customers spread out in Europe, the US and Asia.

5
Camerton, Inc. has appointed Jerry Liu who shall vote the shares on its behalf in all meetings including the forthcoming
Annual Stockholders’ Meeting on 31 May 2024.

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Beginning in 1984 with only three (3) customers, the Cirtek Group has significantly grown its customer base
to over seventy-two (72) major and regular customers across Europe, U.S. and Asia, with the bulk of
revenues contributed by customers located in Europe and the U.S.

The Cirtek Group has earned a strong reputation with its customers for its high-quality products, production
flexibility, competitive costing, and capability to work with customers to develop application and customer
specific packages. The Cirtek Group has been accredited and certified by several international quality
institutions, namely TÜD SÜD Management Service GmbH, TÜV Product Service Asia Ltd., Taiwan Branch,
Defense Supply Center & British Approval Board Telecom, for the latest quality system standards, which
include ISO9001, ISO14001, and QS9000/TS16949, TUV Product Safety Certification, and FCC certification.

Factors Affecting the Company’s Results of Operations and Financial Conditions

The Cirtek Group’s business is highly dependent on an industry that is characterized by rapid
technological changes, such that it must be able to adapt to new technologies and be flexible
to customer needs in order to remain competitive.

The pace of innovation in the electronics and communications industries is high. In order to remain
competitive, the Cirtek Group must adapt to new technologies required by their customers. They must have
the engineering capability for product development to meet their clients’ needs.

The demand for the Company’s solutions is derived from the demand of end customers particularly for end-
use applications in the computing, communications, consumer automotive, and industrial electronics
industries. These industries have historically been characterized by rapid technological change, evolving
industry standards, and changing customer needs. There can be no assurance that the Company will be
successful in responding to these industry demands. New services or technologies may also render the
Company’s existing services or technologies less competitive. If the Company does not promptly make
measures to respond to technological developments and industry standard changes, the eventual
integration of new technology or industry standards or the eventual upgrading of its facilities and production
capabilities may require substantial time, effort, and capital investment.

Thus, the Cirtek Group is focused on continuous R&D, new product development, technical innovation and
re-engineering. This is done to ensure a strong and consistent pipeline of new products, enhance process
capability and to reduce production cost. They have successfully collaborated with their customers in a
number of projects, co-developing new technologies that are customer specific, thereby ensuring long-term
partnership with customers.

The Cirtek Group develops its own technology, and product roadmaps. The Cirtek Group ensures that it has
the skills necessary to meet its customers’ needs through training and hiring.

Risks relating to the Company and its business

1. The growth of the Company is dependent on the successful execution of its expansion plans;
2. Dependence on an industry that is characterized by rapid technological changes, such that it must be
able to adapt to new technologies and be flexible to customer needs in order to remain competitive;
3. Risks relating to the contractual right of the customers of the Cirtek Group to place orders in quantities
less than the agreed minimum and their requirement for the latter to maintain certain key certifications
and meet technical audit standards;
4. Risks relating to working capital being tied up in inventories and inventory obsolescence;
5. Risks relating to delayed or non-payment of customers for products sold or services rendered;
6. Risks relating to the maintenance of governmental approvals;
7. Risks relating to the industry’s dependence on the continued growth of outsourcing by OEMs;
8. Risks relating to the Company’s exposure to the cyclical nature of the semiconductor industry;
9. Risks relating the competitive nature of the assembly and testing segment of the semiconductor
industry;
10. Risks relating to the volatility in the price of raw materials and the availability of supply used by the
Company in its production process;

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11. Risks relating to intellectual properties;
12. Risks relating to foreign exchange;
13. Risks relating to industrial or labor disputes;
14. Risks relating to the separation of key employees with the Company;
15. Risk that the Company might fail to comply with its loan covenants which might reduce its ability to
service its debt obligations; and
16. Risks relating to the implementation of the second package of the Comprehensive Tax Reform Program
may have a negative effect on the Company.

Risks Relating to Countries Where the Company Operates

1. Business, political, operational, financial, and economic risks arising from the Company’s operations in
the Philippines and other jurisdictions;
2. Risks arising from environmental laws that are applicable to the Company’s projects;
3. Risks due to political instability in these various jurisdictions;
4. Risks arising from territorial disputes involving the Philippines and its neighboring countries;
5. Macroeconomic risks in each country of operations;
6. Risks relating to the Company’s international expansion and its operation in multiple jurisdictions; and
7. Risks due to natural or man-made catastrophes including severe weather conditions and epidemics,
including the COVID-19 pandemic.

Risks on the acquisition of Quintel Cayman, Ltd. and its subsidiaries

The Company is exposed to several risks due to their recent acquisition of Quintel Cayman, Ltd. and its
subsidiaries, Quintel Technology, Ltd. and Quintel USA.

The Company may have potential difficulties in integrating the new business to their existing business
model, as their new product offerings may require different marketing and operational strategies. There is
also the risk pertaining to the existing customer base of Quintel, as Cirtek may lack knowledge of Quintel’s
customers’ behavior.

There is commercial risk if the Company is unable to turnaround the business of Quintel and make it
profitable. Cirtek may not be able maintain Quintel’s existing product licenses, while Quintel’s R&D may be
unable to produce new projects in its pipeline or create new tech or innovations to satisfy their customers.
As a result, the Company would not be able to meet their projected level of sales or return of investment
for their new business.

To manage these risks, Cirtek, in its acquisition of Quintel, carried out extensive due diligence covering
operations, accounting and tax, legal, and Intellectual Property. The Company also commissioned third
party studies to validate Quintel’s technologies, current products, future product offerings, and Quintel’s
industry position in the base station antenna market in North America.

Cirtek is also investing in the key areas of sales and marketing and R&D. Cirtek identified and signed up
the key senior management, R&D, and sales and marketing personnel in Quintel, offering incentive and
retentions programs. Quintel will also be hiring additional sales representatives to focus on the North
American market and to build presence in new markets such as South America and Asia. Quintel will also
increase its R&D personnel to support and fast-track the introduction of new products to the market.

Quintel also introduced Cirtek to its key customers, AT&T and Verizon, who positively received the news of
Cirtek assuming ownership of Quintel.

The Company believes the acquisition of Quintel will create significant synergies. Cirtek, being the sole
contract manufacturer of Quintel, understands the Quintel antennas. The Company foresees significant
benefits through collaborative value engineering, R&D, and cost reduction. Cirtek has begun implementing
cost-reduction program to improve gross margins. This would include lower material costs, lower labor
hours, and lower inbound and outbound logistics costs.

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Some of the Cirtek Group’s customers have the contractual right to place orders in quantities
less than the agreed minimum. The customers also require that the latter maintain certain key
certifications and meet technical audit standards in order to be an accredited assembly and
testing subcontractor.

The Company is required to maintain certain certifications, which include among others, ISO9001,
ISO14001, QS9000/TS16949, Defense Supply Center of Columbus, and British Approval Board Telecom,
TUV Product Safety Certification, and FCC certification. In addition, the Company must pass annual audits
conducted by its customers in order to maintain its status as an accredited assembly and testing
subcontractor. The failure by the Company to maintain any of its key accreditations could have a material
adverse effect on the Cirtek Group’s financial condition, or results of operation.

The Company has managed to consistently obtain all customary international accreditations certifying to its
world-class standards of process and manufacturing from quality institutions such as TUV, Defense Supply
Center of Columbus, and British Approval Board Telecom. This allows it to meet various industry
requirements and standards. The Company continually monitors industry requirements and standards
issued by applicable international accreditation bodies and implements the changes or adjustments
necessary to remain compliant with the levels of standard imposed on competitive industry members.

The Company may be exposed to risk of inventory obsolescence and working capital tied up in
inventories.

The Company may be exposed to a risk of inventory obsolescence because of rapidly changing technology
and customer requirements. Inventory obsolescence may require it to make adjustments to write down
inventory to the lower of cost or net realizable value, and its operating results could be adversely affected.
The Company is cognizant of these risks and accordingly exercises due diligence in materials planning. The
Company also provisions in its inventory systems and planning a reasonable amount for obsolescence. It
works with key suppliers to establish supplier-managed inventory arrangements that will mutually reduce
the risk. In addition, the Company often negotiates buy back arrangements with customers where, in the
event the customers’ purchase orders are delayed, cancelled, or entered in the end-of-life phase, the
customers assume the risk and compensates the Company for the excess inventory.

The Cirtek Group may be exposed to liquidity risk from delayed payments of customers, as
well as credit risks on its receivables from clients.

The Cirtek Group may encounter difficulty with cash inflows due to delayed payments of customers, which
in turn may affect their working capital cycle.

The Company is also exposed to credit risk if its customers are unable to fully settle amounts due for
services and products delivered, as well as other claims owed to the Company.

That said, the Company believes it has been highly efficient in its collection of accounts receivables. It
likewise believes it has a solid financial position which should mitigate liquidity risk that may result from
delayed payment of customers.

Meanwhile, credit risk is managed in accordance with the Company’s credit risk policy, which requires the
evaluation of the creditworthiness of each customer. Cirtek requires new customers to undergo an initial
evaluation period of six months, to pay cash upon delivery of products or services. Existing customers are
given a credit term of between 30 to 45 days, which the Company strictly implements.

The Company carries out the necessary due diligence customary for the business prior to booking orders
from new customers, and it also strictly enforces its collection policies to all customers. The Company has
not made any significant write-off of receivables in its operating history.

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CEC and CATSI are required to maintain governmental approvals

As PEZA-registered entities, the Subsidiaries are required to submit certain periodic reports to PEZA such
as annual reports, quarterly reports, and audited financial statements. They are also required to submit
quarterly, semi-annual, and annual reports to the Department of Energy and Natural Resources as part of
its Environmental Compliance Certificate requirements. CEC’s and CATSI’s failure to comply with these
reports and with any other requirements or regulations of these government agencies could expose them
to penalties and the revocation of the registrations.

CEC and CATSI ensure compliance with these requirements by assigning dedicated personnel to monitor,
prepare the necessary filings, and liaise with the relevant government agencies.

The Company’s industry is dependent on the continuous growth of outsourcing by OEMs

The Company belongs to an industry that is dependent on the strong and continuous growth of outsourcing
in the computing, communications, consumer automotive, and industrial electronics industries where
customers choose to outsource production of certain components and parts, as well as functions in the
production process. A customer’s decision to outsource is affected by its ability and capacity for internal
manufacturing and the competitive advantages of outsourcing.

The Company’s industry depends on the continuing trend of increased outsourcing by its customers. Future
growth in its revenue depends on new outsourcing opportunities in which it assumes additional
manufacturing and supply chain management responsibilities from its customers. To the extent that these
opportunities do not materialize, either because the customers decide to perform these functions internally
or because they use other providers of these services, the Company’s future growth could be limited.

The Company believes that its global footprint, with sales reaching Asia, Europe, the U.S., Africa, and South
America, its global supply chain systems and capabilities, and its design services will continue to provide
strategic advantages for customers to outsource parts of their product development and manufacturing
processes to the Company.

The RF, Microwave and Millimeterwave segment of the wireless communication industry is
competitive and characterized by rapid technological changes

The Company operates in a highly competitive industry. As a result of the rapid technological changes,
regulation and changing customer needs, there can be no assurance that the Company will be successful
in responding to these industry demands.

The Company offers full turnkey solutions at very competitive price points. The Company also has unique
and strong manufacturing capabilities to build components, modules, up to system level.
The Company is exposed to the cyclical nature of the semiconductor industry

The semiconductor industry’s growth is largely driven by end markets in communications, data processing,
consumer electronics, the automotive industry, and the industrial sector for which semiconductors are
critical components. The industry has historically been cyclical and affected by economic downturns. The
Company currently derives thirty-five percent (35%) of its sales and operating profits from the assembly
and testing services it provides other semiconductor companies worldwide. During periods of weak demand
or excess capacity, the Cirtek Group’s customers may opt not to continue with, or cancel, existing orders.
These events would have a material adverse effect on the Company’s business, financial condition and
results of operations.

To mitigate this risk, the Cirtek Group continually monitors its direct costs such as raw materials, spare
parts, and direct and indirect labor and customers provide order forecasts that enable them to properly
plan direct material purchases. They have also implemented an internal reporting system, which allows
senior management to monitor profitability for each of the products on a weekly basis. The Cirtek Group
believes that these measures allow it to respond quickly and make the necessary adjustments, which has
proven crucial in maintaining its competitiveness.

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In addition, the products have diverse end-user applications in different industries, which allow it to cope
with upswings and downswings in demand. Customers are also geographically dispersed among Europe,
U.S. and Asia. Thus, because of this diversity, the Cirtek Group is not dependent on a single market. In
2024, 42% of Cirtek’s revenue came from the U.S., 28% from Europe, and 30% from Asia.

Significant competition in the assembly and testing segment of the semiconductor industry
could adversely affect the Company’s business.

The assembly and testing segment of the semiconductor industry is highly competitive. Cirtek competes
with both local and foreign firms to provide these back-end processes to semiconductor manufacturers.
The Company’s competitors include Integrated Device Manufacturers (“IDM”) with their own in-house
assembly and testing capabilities, and similar independent semiconductor assembly and test subcontractors.
In order to remain competitive, the Company has to price its services and products reasonably, as well as
maintain the quality in its manufacturing processes and deliver its products on a timely basis.

The Company has in place, strict procedures to ensure the quality of its products. Through the Quality
Assurance division of its subsidiary CEC, the Company ascertains its processes and products are compliant
with its client’s requirements and it conducts regular audits of manufacturing procedures. The Company
believes it has a dedicated and experienced management team that understands the industry’s
requirements and technology trends that allows the Company to be highly competitive.

At least sixty-five percent (65%) of the Company’s product portfolio pertains to customer specific
applications, which cannot be easily replicated by competitors. Moreover, accreditation of a qualified
supplier normally takes a minimum of nine months. Hence, once its requirements are met, it is not easy for
a customer to transfer to a competitor.

As a PEZA-registered entity, CEC enjoys certain incentives like preferential five percent (5%) gross income
tax, duty free importation of materials, and reduced power rate I non-registered entities which enables it
to price its products competitively. It likewise continually monitors its direct costs such as raw materials,
spare parts, and direct and indirect labor.

The volatility in the price of raw materials and the availability of supply used by the Company
in its production process could affect its profitability

A significant increase in the price of or a significant reduction in the supply of raw materials could adversely
affect the cost of sales and other expenses. For certain products, raw materials such as gold and copper
can account for up to forty percent (40%) of cost of goods sold.

While these risks are uncontrollable, the’ Company's practice has been to bill its customers for any price
adjustments whenever the cost of direct materials such as gold increases. Customers also are required to
submit order forecasts ranging from three to six months, which the Company uses to project its supply
requirements.

Moreover, in order to ascertain access to raw materials at all times, the Company as a policy, maintains at
least three to four suppliers for each of the raw materials it uses for production. The Company also has
clients who provide certain raw materials to them for exclusive use in these client’s products, which serve
to reduce the production costs.

The Company may be exposed to risks related to intellectual property

The Cirtek Group has an intellectual property (“IP”) portfolio mainly lodged with Quintel. On the other hand,
as the Cirtek Group is also subcontracted for the manufacturing of technology products and semiconductor
packages, it also constantly deals with its customers’ IPs. In most cases, the design for the technology
products manufactured by the Cirtek Group originates from its customers. These design materials from the
Cirtek Group’s customers may be patented or may have their patents pending.

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As such, in the Cirtek Group’s dealing with its own and its customers’ IPs such as patents or copyrights,
there is a risk that the Cirtek Group or its customers’ IPs may be leaked or be the subject of infringement
by the Cirtek Group’s employees or third parties with access to the IPs. The Cirtek Group’s failure to protect
its own or its customers’ IPs may expose it to legal liability, reputational risk, loss of business to competition
or damage the Cirtek Group’s customer relationships and affect its ability to obtain future business.

To mitigate the risk, the Cirtek Group adheres to a strict risk management process, which encompasses IP
risk assessment and mitigation. The Cirtek Group’s manufacturing process is also stringent, in that, each
step in the manufacturing process is closely overseen to prevent any leakage of IP material. As an example,
Cirtek-employed engineers are stationed in the China Contract Manufacturer factory to do surveillance of
Antenna manufacturing and other related activities to protect from any leakage the designs and
specifications of Quintel’s antennas. Moreover, those assigned to the manufacturing process only cover a
specific portion of the entire process, to ensure that only a limited number of key employees are aware of
the complete process or design.

To further manage the risk, the Cirtek Group is raising awareness of the importance of IP across the
organization.

As of the date of this Preliminary Information Statement, there has been no intellectual property claim or
disputes involving the Cirtek Group or between the Cirtek Group and its customers.

The Company is exposed to foreign exchange risk

The Company uses the US$ as its functional currency and is therefore exposed to foreign exchange
movements, primarily in the Philippine Peso currency. Its expenses denominated in Philippine Peso are local
expenses such as labor, utilities, and local content and comprise around 40% of the Company’s total
expense.

The Company follows a policy to manage its currency risk by closely monitoring its cash flow position and
by providing forecast on all other exposures in non-US$ currencies. To further manage foreign exchange
risk, the Company from time to time enters into currency swaps and forward contracts.

The Company is exposed to the risk of industrial or labor disputes

The Company has maintained a harmonious relationship between management and staff. Cirtek provides
employee benefits and complies with labor standards. The Company is not unionized; however, to foster
better employee-management relations, there is a labor management council composed of committees with
representatives from both labor and management. Labor management councils are established to enable
the workers to participate in policy and decision-making processes, in so far as said processes will directly
affect their rights, benefits and welfare, except those which are covered by collective bargaining agreement
or are traditional areas of bargaining. The scope of the council/committee’s functions consists of information
sharing, discussion, consultation, formulation, or establishment of programs or projects affecting the
employees in general or the management.

More than half of the Cirtek Group's workforce consists of contractual employees. These are the direct
employees of the Group's subcontractors who perform specific services or certain aspects of the
manufacturing process. Such arrangements involve a "trilateral relationship" among: (i) the Cirtek Group,
as the principal who decides to outsource the job, work or service to a contractor; (ii) the contractor who
has the capacity to independently undertake the performance of the service; and (iii) the contractual
workers engaged by the contractor to accomplish the job, work, or service for the Group.

Under the Labor Code of the Philippines, the Cirtek Group, as principal in the contracting relationship, may
be held liable as an indirect employer to the contractual employees, in the same manner and extent that it
is liable to its own employees. Such liability is to the extent of the work performed under the contract and
arises when the contractor fails to pay the wages of its employees or violates any provision of the Labor
Code. The principal can then seek reimbursement from the contractor/agency.

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The Cirtek Group nevertheless continues to be exposed to the risk of industrial or labor disputes. The
occurrence of such events could have a material adverse effect on the Company’s business, financial
condition, or results of operation. Regardless of the outcome, these disputes may lead to legal or other
proceedings and may result in substantial costs, delays in the subsidiaries' development schedule, and the
diversion of resources and management’s attention.

In order to mitigate the risks, the Cirtek Group ensures its full compliance with the requirements of a
legitimate contracting arrangement. As regards its regular employees, the Cirtek Group has likewise ensured
its adherence to the rules and requirements provided for under the law and pertinent regulations. To date,
there are no pending labor-related claims filed by any contractual employee against any member of the
Cirtek Group.

Risk on the separation of key employees

The Cirtek Group relies on the continued employment of, and its ability to attract, qualified engineers, key
managers, and technical personnel to ensure its continued success. The competition for such skilled
workforce is strong, as seen in aggressive head hunting of employees.

The Cirtek Group gives attractive compensation packages that combine standard remuneration and
performance incentives. The Cirtek Group provides continuous training and development to managers and
direct employees. These training sessions include technical and managerial courses.

Key employees are also bound by employment contracts which have standard confidentiality, non-compete
and non-solicitation clauses.

Risk that the Company might fail to comply with its loan covenants which might reduce its
ability to service its debt obligations

A significant portion of the Company’s long term loan facilities impose certain covenants which it has to
comply with, failure to do so, and if the particular covenant would not be waived, will constitute a default
event and allow the lender to accelerate the repayment term such that the outstanding debt could become
immediately due and payable.

Such an event would increase the debt obligations in the current period and might reduce the Company’s
ability to service them.

To mitigate this risk, the Company strictly monitors its compliance with its loan covenants and ensure that
the concerned ratios are within the set limits. Moreover, the Senior Management of the Group is reviewing
the credit risk strategy and significant credit risk policies of the bank.

As of the date of this Preliminary Information Statement, the Company is in compliance with all of the debt
covenants imposed to it by creditors.

Basis of Presentation, Statement of Compliance, Basis of Consolidation and Summary of

Significant Accounting Policies

Basis of Preparation
The consolidated financial statements of the Cirtek Group (“Group”) are prepared on a historical cost basis
except for financial asset at FVPL, which are carried at fair value, and noncurrent assets held for sale, which
are stated at the lower of carrying amount and fair value less costs to sell. The consolidated financial
statements are presented in United States (US) dollars ($), which is the Parent Company’s functional and
presentation currency. All amounts are rounded off to the nearest US dollar except when otherwise
indicated.

Statement of Compliance
The consolidated financial statements of the Cirtek Group have been prepared in accordance with Philippine
Financial Reporting Standards (PFRS) as issued by the Financial Reporting Standards Council (FRSC). PFRS

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includes statements named PFRS, Philippine Accounting Standards (PAS) and Philippine Interpretations
based on International Financial Reporting Interpretations Committee (IFRIC) Interpretations issued by the
Philippine Interpretations Committee.

Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Parent Company and its
subsidiaries as of 30 September 2024 and 31 December 2023 (see Notes 1 and 5):

Percentage of Ownership
2024 2023
Country of Functional Direct Indirect Direct Indirect
Incorporation Currency
CEC Philippines USD 100% 100%
CEIC BVI USD 100% 100%
CATS BVI USD 100% 100%
CATS – Philippine Branch Philippines USD 100% 100%
RBW Realty and Property,
Inc. (RBWRP) Philippines USD 100% 100%

Cirtek Corporation
Quintel Cayman Islands USD 100% 100%

United States of
Quintel USA America USD 100% 100%

Subsidiaries are entities over which the Parent Company has control. Specifically, the Group controls an
investee if, and only if, the Group has:

• Power over the investee (i.e., existing rights that give it the current ability to direct the relevant
activities of the investee);
• Exposure, or rights, to variable returns from its involvement with the investee; and
• The ability to use its power over the investee to affect its returns.

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an investee, including:

• The contractual arrangement with the other vote holders of the investee;
• Rights arising from other contractual arrangements;
• The Group’s voting rights and potential voting rights.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the
Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
Assets, liabilities, income, and expenses of a subsidiary acquired or disposed of during the year are included
in the consolidated financial statements from the date the Group gains control until the date the Group
ceases to control the subsidiary.

Consolidated financial statements are prepared using uniform accounting policies for like transactions and
other events in similar circumstances. Adjustments, where necessary, are made to ensure consistency with
the policies adopted by the Group.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders
of the Parent Company and to the non-controlling interests, even if this results in the non-controlling
interests having a deficit balance. When necessary, adjustments are made to the stand-alone financial
statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies.
All intra-group assets and liabilities, equity, income, expenses, and cash flows relating to transactions
between members of the Group are eliminated in full on consolidation.

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A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it:

• Derecognizes the assets (including goodwill) and liabilities of the subsidiary;

• Derecognizes the carrying amount of any non-controlling interests;
• Derecognizes the cumulative translation differences recorded in equity;
• Recognizes the fair value of the consideration received;
• Recognizes the fair value of any investment retained;
• Recognizes any surplus or deficit in profit or loss; and
• Reclassifies the Parent Company’s share of components previously recognized in OCI to profit or
loss or retained earnings, as appropriate, as would be required if the Group had directly disposed
of the related assets or liabilities.

Business Combinations and Goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration transferred measured at acquisition date fair value and the
amount of any non-controlling interests in the acquiree. For each business combination, the Group elects
whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share
of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in
administrative expenses.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and
pertinent conditions as of the acquisition date. This includes the separation of embedded derivatives in host
contracts by the acquiree.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which
the combination occurs, the Group as an acquirer shall report in its consolidated financial statements
provisional amounts for the items for which the accounting is incomplete.

During the measurement period, the Group as an acquirer shall retrospectively adjust the provisional
amounts recognized at the acquisition date to reflect new information obtained about facts and
circumstances that existed as of the acquisition date and, if known, would have affected the measurement
of the amounts recognized as of that date. During the measurement period, the Group as an acquirer shall
also recognize additional assets or liabilities if new information is obtained about facts and circumstances
that existed as of the acquisition date and, if known, would have resulted in the recognition of those assets
and liabilities as of that date. The measurement period ends as soon as the Group as an acquirer receives
the information it was seeking about facts and circumstances that existed as of the acquisition date or
learns that more information is not obtainable. However, the measurement period shall not exceed one
year from the acquisition date.

If the business combination is achieved in stages, any previously held equity interest is remeasured at its
acquisition date fair value and any resulting gain or loss is recognized in profit or loss.

Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the
acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and
within the scope of PFRS 9 (previously PAS 39) is measured at fair value with changes in fair value
recognized either in profit or loss. If the contingent consideration is not within the scope of PFRS 9, it is
measured in accordance with the appropriate PFRS. Contingent consideration that is classified as equity is
not remeasured and subsequent settlement is accounted for within equity.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred
and the amount recognized for non-controlling interests, and any previous interest held, over the net
identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess
of the aggregate consideration transferred, the Group reassesses whether it has correctly identified all of
the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the

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amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair
value of net assets acquired over the aggregate consideration transferred, then the gain is recognized in
profit or loss.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date,
allocated to each of the Group’s cash-generating units (CGUs) that are expected to benefit from the
combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Where goodwill has been allocated to a CGU and part of the operation within that unit is disposed of, the
goodwill associated with the disposed operation is included in the carrying amount of the operation when
determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on
the relative values of the disposed operation and the portion of the CGU retained.

Common control business combinations

Where there are group reorganizations and business combinations in which all the combining entities within
the Group are ultimately controlled by the same ultimate parent (i.e., controlling shareholders) before and
after the business combination and the control is not transitory (business combinations under common
control), the Group accounts for such group reorganizations and business combinations similar to a pooling-
of-interests method. The assets and liabilities of the acquired entities and that of the Parent Company are
reflected at their carrying values at the stand-alone financial statements of the investee companies. The
difference in the amount recognized and the fair value of the consideration given is accounted for as an
equity transaction, i.e., as either a contribution or distribution of equity. Further, when a subsidiary is
disposed in a common control transaction without loss of control, the difference in the amount recognized
and the fair value of consideration received is also accounted for as an equity transaction.

The Group records the difference as equity reserve and is presented as a separate component of equity in
the consolidated balance sheet. Comparatives shall be restated to include balances and transactions as if
the entities have been acquired at the beginning of the earliest period presented in the consolidated financial
statements, regardless of the actual date of the combination.

Changes in Accounting Policies and Disclosures

The accounting policies adopted are consistent with those of the previous financial year, except that the
Group has adopted the following pronouncements starting 1 January 2019. Unless otherwise indicated, the
adoption of these pronouncements did not have any significant impact on the Group’s financial position or
performance.

1. Amendments to PFRS 9, Prepayment Features with Negative Compensation

Under PFRS 9, a debt instrument can be measured at amortized cost or at fair value through other
comprehensive income, provided that the contractual cash flows are ‘solely payments of principal
and interest on the principal amount outstanding’ (the SPPI criterion) and the instrument is held
within the appropriate business model for that classification. The amendments to PFRS 9 clarify
that a financial asset passes the SPPI criterion regardless of the event or circumstance that causes
the early termination of the contract and irrespective of which party pays or receives reasonable
compensation for the early termination of the contract. The amendments should be applied
retrospectively and are effective from 1 January 2019, with earlier application permitted. These
amendments are not applicable to the Group.

2. PFRS 16, Leases

PFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of
leases and requires lessees to account for all leases under a single on-balance sheet model similar
to the accounting for finance leases under PAS 17, Leases. The standard includes two recognition
exemptions for–lessees - leases of ’low-value’ assets (e.g., personal computers) and short-term

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leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease,
a lessee will recognize a liability to make lease payments (i.e., the lease liability) and an asset
representing the right to use the underlying asset during the lease term (i.e., the right-of-use
asset). Lessees will be required to separately recognize the interest expense on the lease liability
and the depreciation expense on the right-of-use asset.

The Group considers whether a contract is, or contains a lease. A lease is defined as a contract,
or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of
time in exchange for a consideration. To apply this definition, the Company assesses whether the
contract meets three key evaluations, which are whether:

• The contract contains an identified asset, which is either explicitly identified in the
contract or implicitly specified by being identified at the time the asset is made available
to the Company.
• The Company has the right to obtain substantially all of the economic benefits from
use of the identified asset throughout the period of use, considering its rights within
the defined scope of the contract.
• The Company has the right to direct the use of the identified asset throughout the
period of use. The Company assesses whether it has the right to direct how and for
what purpose the asset is used throughout the period of use.

Right-of-Use (ROU) Asset

At the commencement date, the Company measures the ROU asset at cost, which
comprises of:

• initial measurement of the lease liability;

• any lease payments made at or before the commencement date, less any incentives
received;
• any initial direct costs incurred by the Company;
• an estimate of costs to be incurred by the lessee in dismantling and removing the
underlying asset, restoring the site on which it is located or restoring the underlying
asset to the condition required by the terms and conditions of the lease, unless those
costs are incurred to produce inventories. The Company incurs the obligation for those
costs either at the commencement date or as a consequence of having used the
underlying asset during a particular period.

The Company depreciates the ROU asset on a straight-line basis from the lease commencement
date to the earlier of the end of the useful life of the ROU asset or the end of the lease term. The
Company also assesses the ROU asset for impairment when such indicators exist.

The Company has elected to account for short-term leases and low-value assets using the practical
expedients. Instead of recognizing a ROU asset and lease liability, the payments in relation to these
are recognized as an expense in profit or loss on a straight-line basis over the lease term.

ROU asset is presented as a separate line item on the statement of financial position.

Lease Liability

At the commencement date, the Company measures the lease liability at the present value of the
lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that
rate is readily available or if not, the Company uses the incremental borrowing rate.

At the commencement date, the lease payments included in the measurement of the lease liability
comprise the following payments for the right to use the underlying asset during the lease term
that are not paid at the commencement date:

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 • fixed payments (including in-substance fixed payments), less any incentives receivable;
• variable lease payments that depend on an index or a rate, initially measured using
the index or rate as at the commencement date;
• amounts expected to be payable by the lessee under the residual value guarantees;
• the exercise price of a purchase option if the lessee is reasonably certain to exercise
that option; and
• payments of penalties for terminating the lease, if the lease term reflects the lessee
exercising an option to terminate the lease.

After the commencement date, the Company measures the lease liability by:

• increasing the carrying amount to reflect interest on the lease liability;

• reducing the carrying amount to reflect the lease payments made; and
• remeasuring the carrying amount to reflect any reassessment or lease modifications or
to reflect in-substance fixed lease payments.

The Company recognizes the amount of remeasurement of the lease liability as an adjustment to
the right-of-use asset. However, if the carrying amount of the right-of-use asset is reduced to zero
and there is further reduction in the measurement of the lease liability, the Company recognizes
any remaining amount of the remeasurement in profit or loss.

Lease liabilities is presented as a separate line item on the statement of financial position.

3. Amendments to PAS 19, Employee Benefits, Plan Amendment, Curtailment or Settlement

The amendments to PAS 19 address the accounting when a plan amendment, curtailment or
settlement occurs during a reporting period. The amendments specify that when a plan
amendment, curtailment or settlement occurs during the annual reporting period, an entity is
required to:

a. Determine current service cost for the remainder of the period after the plan
amendment, curtailment or settlement, using the actuarial assumptions used to
remeasure the net defined benefit liability (asset) reflecting the benefits offered under
the plan and the plan assets after that event;
b. Determine net interest for the remainder of the period after the plan amendment,
curtailment or settlement using: the net defined benefit liability (asset) reflecting the
benefits offered under the plan and the plan assets after that event; and the discount
rate used to remeasure that net defined benefit liability (asset).

The amendments also clarify that an entity first determines any past service cost, or a gain or loss
on settlement, without considering the effect of the asset ceiling. This amount is recognized in a
consolidated statement of income. An entity then determines the effect of the asset ceiling after
the plan amendment, curtailment or settlement. Any change in that effect, excluding amounts
included in the net interest, is recognized in OCI.

The amendments apply to plan amendments, curtailments, or settlements occurring on or after the
beginning of the first annual reporting period that begins on or after 1 January 2019, with early
application permitted. These amendments will apply only to any future plan amendments,
curtailments, or settlements of the Group.

4. Amendments to PAS 28, Long-term Interests in Associates and Joint Ventures

The amendments clarify that an entity applies PFRS 9 to long-term interests in an associate or joint
venture to which the equity method is not applied but that, in substance, form part of the net
investment in the associate or joint venture (long-term interests). This clarification is relevant
because it implies that the expected credit loss model in PFRS 9 applies to such long-term interests.

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 The amendments also clarified that, in applying PFRS 9, an entity does not take account of any
losses of the associate or joint venture, or any impairment losses on the net investment, recognized
as adjustments to the net investment in the associate or joint venture that arise from applying PAS
28, Investments in Associates and Joint Ventures .

These amendments are not expected to have any significant impact on the consolidated financial
statements.

5. Philippine Interpretation IFRIC-23, Uncertainty over Income Tax Treatments

The interpretation addresses the accounting for income taxes when tax treatments involve
uncertainty that affects the application of PAS 12, Income Taxes, and does not apply to taxes or
levies outside the scope of PAS 12, nor does it specifically include requirements relating to interest
and penalties associated with uncertain tax treatments.

The interpretation specifically addresses the following:

a. Whether an entity considers uncertain tax treatments separately;

b. The assumptions an entity makes about the examination of tax treatments by taxation
authorities;
c. How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused
tax credits and tax rates;
d. How an entity considers changes in facts and circumstances.

An entity must determine whether to consider each uncertain tax treatment separately or together
with one or more other uncertain tax treatments. The approach that better predicts the resolution
of the uncertainty should be followed.

This interpretation is not expected to be relevant to the Group because there has been no
uncertainty involved in the tax treatments made by management in connection with the calculation
of current and deferred income taxes as of 31 December 2024 and 2023.

- Annual Improvements to PFRSs 2015-2017 Cycle

1. Amendments to PFRS 3, Business Combinations, and PFRS 11, Joint Arrangements, Previously Held
Interest in a Joint Operation

The amendments clarify that, when an entity obtains control of a business that is a joint
operation, it applies the requirements for a business combination achieved in stages, including
remeasuring previously held interests in the assets and liabilities of the joint operation at fair
value. In doing so, the acquirer remeasures its entire previously held interest in the joint
operation.

A party that participates in, but does not have joint control of, a joint operation might obtain
joint control of the joint operation in which the activity of the joint operation constitutes a
business as defined in PFRS 3. The amendments clarify that the previously held interests in
that joint operation are not remeasured.

An entity applies those amendments to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or after
1 January 2019 and to transactions in which it obtains joint control on or after the beginning
of the first annual reporting period beginning on or after 1 January 2019, with early application
permitted. These amendments are currently not applicable to the Group but may apply to
future transactions.

2. Amendments to PAS 12, Income Tax Consequences of Payments on Financial Instruments Classified
as Equity

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 The amendments clarify that the income tax consequences of dividends are linked more directly
to past transactions or events that generated distributable profits than to distributions to
owners. Therefore, an entity recognizes the income tax consequences of dividends in
consolidated statement of income, other comprehensive income or equity according to where
the entity originally recognized those past transactions or events.

An entity applies those amendments for annual reporting periods beginning on or after 1
January 2019, with early application permitted. These amendments are not relevant to the
Group because dividends declared by the Group do not give rise to tax obligations under the
current tax laws.

3. Amendments to PAS 23, Borrowing Costs, Borrowing Costs Eligible for Capitalization

The amendments clarify that an entity treats as part of general borrowings any borrowing
originally made to develop a qualifying asset when substantially all of the activities necessary
to prepare that asset for its intended use or sale are complete.

An entity applies those amendments to borrowing costs incurred on or after the beginning of
the annual reporting period in which the entity first applies those amendments. An entity applies
those amendments for annual reporting periods beginning on or after 1 January 2019, with
early application permitted.

Since the Group’s current practice is in line with these amendments, the Group does not expect
any effect on its consolidated financial statements upon adoption.

Effective beginning on or after 1 January 2020

1. Amendments to PFRS 3, Definition of a Business

The amendments to PFRS 3 clarify the minimum requirements to be a business, remove

the assessment of a market participant’s ability to replace missing elements, and narrow
the definition of outputs. The amendments also add guidance to assess whether an
acquired process is substantive and add illustrative examples. An optional fair value
concentration test is introduced which permits a simplified assessment of whether an
acquired set of activities and assets is not a business.

An entity applies those amendments prospectively for annual reporting periods

beginning on or after 1 January 2020, with earlier application permitted. These
amendments will apply on future business combinations of the Group.

2. Amendments to PAS 1, Presentation of Financial Statements, and PAS 8, Accounting Policies,

Changes in Accounting Estimates and Errors, Definition of Material

The amendments refine the definition of material in PAS 1 and align the definitions
used across PFRSs and other pronouncements. They are intended to improve the
understanding of the existing requirements rather than to significantly impact an entity’s
materiality judgements.

An entity applies those amendments prospectively for annual reporting periods

beginning on or after 1 January 2020, with earlier application permitted.

Effective beginning on or after 1 January 2021

• PFRS 17, Insurance Contracts

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 PFRS 17 is a comprehensive new accounting standard for insurance contracts covering recognition
and measurement, presentation and disclosure. Once effective, PFRS 17 will replace PFRS 4,
Insurance Contracts. This new standard on insurance contracts applies to all types of insurance
contracts (i.e., life, non-life, direct insurance and re-insurance), regardless of the type of entities
that issue them, as well as to certain guarantees and financial instruments with discretionary
participation features. A few scope exceptions will apply.

The overall objective of PFRS 17 is to provide an accounting model for insurance contracts that is
more useful and consistent for insurers. In contrast to the requirements in PFRS 4, which are largely
based on grandfathering previous local accounting policies, PFRS 17 provides a comprehensive
model for insurance contracts, covering all relevant accounting aspects. The core of PFRS 17 is the
general model, supplemented by:

a. A specific adaptation for contracts with direct participation features (the variable fee
approach);
b. A simplified approach (the premium allocation approach) mainly for short-duration
contracts

PFRS 17 is effective for reporting periods beginning on or after 1 January 2021, with comparative
figures required. Early application is permitted.

Deferred effectivity

• Amendments to PFRS 10, Consolidated Financial Statements, and PAS 28, Sale or Contribution of
Assets between an Investor and its Associate or Joint Venture

The amendments address the conflict between PFRS 10 and PAS 28 in dealing with the loss of
control of a subsidiary that is sold or contributed to an associate or joint venture. The amendments
clarify that a full gain or loss is recognized when a transfer to an associate or joint venture involves
a business as defined in PFRS 3. Any gain or loss resulting from the sale or contribution of assets
that does not constitute a business, however, is recognized only to the extent of unrelated investors’
interests in the associate or joint venture.

On 13 January 2016, the Financial Reporting Standards Council deferred the original effective date
of 1 January 2016 of the said amendments until the International Accounting Standards Board
(IASB) completes its broader review of the research project on equity accounting that may result
in the simplification of accounting for such transactions and of other aspects of accounting for
associates and joint ventures.

The Group continues to assess the impact of the above new and amended accounting standards
and interpretations effective subsequent to 2018 on the Group’s consolidated financial statements
in the period of initial application. Additional disclosures required by these amendments have been
included in the consolidated financial statements when these amendments are adopted.

Summary of Significant Accounting Policies

Adoption of New and Revised Accounting Standards

The Philippine Financial Reporting Standards Council (FRSC) approved the issuance of new and revised
Philippine Financial Reporting Standards (PFRS). The term “PFRS” in general includes all applicable
PFRS, Philippine Accounting Standards (PAS), and Interpretations issued by the Philippine
Interpretations Committee (PIC), Standing Interpretations Committee (SIC) and International Financial
Reporting Interpretations Committee (IFRIC) which have been approved by the FRSC and adopted by
SEC.

These new and revised PFRS prescribe new accounting recognition, measurement and disclosure
requirements applicable to the Cirtek Group. When applicable, the adoption of the new standards was

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made in accordance with their transitional provisions, otherwise the adoption is accounted for as change
in accounting policy under PAS 8, Accounting Policies, Changes in Accounting Estimates and Errors.

New and Revised PFRSs with Material Effect on Amounts Reported in the Current Year

The following new and revised PFRSs have been adopted in these financial statements. The application
of these new and revised PFRSs has not had any material impact on the amounts reported for the
current and prior years but may affect the accounting for future transactions or arrangements.

• Amendments to PFRS 3, Definition of a Business

The amendments clarify that to be considered a business, an acquired set of activities and
assets must include, at a minimum, an input and a substantive process that together
significantly contribute to the ability to create outputs. It narrows the definitions of a business
and of outputs by focusing on goods and services provided to customers and by removing
reference to an ability to reduce costs. It adds guidance and illustrative examples to help
entities assess whether a substantive process has been acquired. It removes the assessment
of whether market participants are capable of replacing any missing inputs or processes and
continuing to produce outputs. It adds an optional concentration test that permits a simplified
assessment of whether an acquired set of activities and assets is not a business.

The amendments are effective beginning on or after 1 January 2020.

• Amendments to PAS 1 and PAS 8, Definition of Material

The definition of material has been amended as follows: information is material if omitting,
misstating or obscuring it could reasonably be expected to influence decisions that the primary
users of general- purpose financial statements make on the basis of those financial statements,
which provide financial information about a specific reporting entity.

The amendments are effective for annual periods beginning on or after 1 January 2020.

New and Revised PFRSs Applied with No Material Effect on the Financial Statements

• The Group will adopt the following standards and interpretations enumerated below when they
become effective. Except as otherwise indicated, the Group does not expect the adoption of these
new and amended PFRS, to have significant impact on the financial statements.

• Amendments to PFRS 16, COVID-19-related Rent Concessions

The following are the amendments to PFRS 16:

• provide lessees with an exemption from assessing whether a COVID-19 related rent
concession is a lease modification;
• require lessees that apply the exemption to account for COVID-19 related rent concessions
as if they were not lease modifications;
• require lessees that apply the exemption to disclose that fact; and
• require lessees to apply the exemption retrospectively in accordance with PAS 8, but not
require them to restate prior period figures.

The amendments are effective for annual reporting periods beginning on or after 1 June 2020,
with earlier application permitted.

• PFRS 17, Insurance Contracts

PFRS 17 sets out the requirements that an entity should apply in reporting information about
insurance contracts it issues and reinsurance contracts it holds. It requires an entity that issues

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 insurance contracts to report them on the balance sheet as the total of the fulfilment cash flows
and the contractual service margin.

It requires an entity to provide information that distinguishes two ways insurers earn profits
from insurance contracts: the insurance service result and the financial result. It requires an
entity to report as insurance revenue the amount charged for insurance coverage when it is
earned, rather than when the entity receives premium. It requires insurance revenue to exclude
the deposits that represent the investment of the policyholder, rather than an amount charged
for services. Similarly, it requires the entity to present deposit repayments as settlements of
liabilities rather than as insurance expense.

PFRS 17 may be effective for annual periods beginning on or after January 1, 2025. Early
application is permitted for entities that apply PFRS 9 Financial Instruments and PFRS 15
Revenue from Contracts with Customers on or before the date of initial application of PFRS 17.

An entity shall apply PFRS 17 retrospectively unless impracticable, except that an entity is not
required to present the quantitative information required by paragraph 28(f) of PAS 8
Accounting Policies, Changes in Accounting Estimates and Errors and an entity shall not apply
the option in paragraph B115 for periods before the date of initial application of PFRS 17. If,
and only if, it is impracticable, an entity shall apply either the modified retrospective approach
or the fair value approach.

• Amendments to PFRS 3, Reference to the Conceptual Framework

The following are the amendments in reference to the conceptual framework:

• update PFRS 3 so that it refers to the 2018 Conceptual Framework instead of 1989
Framework;
• add to PFRS 3 a requirement that, for transactions and other events within the scope of
PAS 37 or IFRIC 21, an acquirer applies PAS 37 or IFRIC 21 instead of the Conceptual
Framework to identify the liabilities it has assumed in a business combination; and
• add to PFRS 3 an explicit statement that an acquirer does not recognize contingent assets
acquired in a business combination.

The amendments are effective for annual periods beginning 1 January 2022.

• Amendments to PAS 16, Property, Plant and Equipment - Proceeds before Intended Use

The amendments prohibit a company from deducting from the cost of property, plant and
equipment amounts received from selling items produced while the company is preparing the
asset for its intended use. Instead, a company will recognize such sales proceeds and related
cost in profit or loss.

The amendments are effective for annual periods beginning January 1, 2022.. An entity applies
the amendments retrospectively only to items of property, plant and equipment that are
brought to the location and condition necessary for them to be capable of operating in the
manner intended by management on or after the beginning of the earliest period presented
in the financial statements in which the entity first applies the amendments.

• Amendments to PAS 37, Onerous Contracts - Cost of Fulfilling a Contract

The amendments specify that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate
directly to the contract’. Costs that relate directly to a contract can either be incremental costs
of fulfilling that contract (examples would be direct labor, materials) or an allocation of other
costs that relate directly to fulfilling contracts (an example would be the allocation of the
depreciation charge for an item of property, plant and equipment used in fulfilling the
contract).

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 The amendments are effective for annual periods beginning January 1, 2022. Entities apply
the amendments to contracts for which the entity has not yet fulfilled all its obligations at the
beginning of the annual reporting period in which the entity first applies the amendments.
Comparatives are not restated.

• Annual Improvements to PFRS Standards 2018-2020 Cycle

Amendments to PFRS 1, Subsidiary as a first-time adopter - The amendment permits a

subsidiary that applies paragraph D16(a) of PFRS 1 to measure cumulative translation
differences using the amounts reported by its parent, based on the parent’s date of transition
to PFRSs.

Amendments to PFRS 9, Fees in the ‘10 per cent’ test for derecognition of financial liabilities -
The amendment clarifies which fees an entity includes when it applies the ‘10 per cent’ test in
paragraph B3.3.6 of IFRS 9 in assessing whether to derecognize a financial liability. An entity
includes only fees paid or received between the entity (the borrower) and the lender, including
fees paid or received by either the entity or the lender on the other’s behalf.

Amendments to PFRS 16, Lease Incentives - The amendment to Illustrative Example 13

accompanying IFRS 16 removes from the example the illustration of the reimbursement of
leasehold improvements by the lessor in order to resolve any potential confusion regarding
the treatment of lease incentives that might arise because of how lease incentives are
illustrated in that example.

Amendments to PAS 41, Taxation in fair value measurements - The amendment removes the
requirement in paragraph 22 of PAS 41 for entities to exclude taxation cash flows when
measuring the fair value of a biological asset using a present value technique. This will ensure
consistency with the requirements in PFRS 13.

The amendments are effective for annual reporting periods beginning 1 January 2022.

• Amendments to PAS 1, Classification of Liabilities as Current or Non-current

The amendments to PAS 1 are the following:

• clarify that the classification of liabilities as current or non-current should be based on rights
that are in existence at the end of the reporting period and align the wording in all affected
paragraphs to refer to the "right" to defer settlement by at least twelve months and make
explicit that only rights in place "at the end of the reporting period" should affect the
classification of a liability;
• clarify that classification is unaffected by expectations about whether an entity will exercise
its right to defer settlement of a liability; and
• make clear that settlement refers to the transfer to the counterparty of cash, equity
instruments, other assets or services.

The amendments defer the effective date of the January 2020 Classification of Liabilities as
Current or Non-Current (Amendments to PAS 1) to annual reporting periods beginning on or
after 1 January 2023 and have already been adopted.

• Amendments to PFRS 17, Insurance Contracts

The amendments cover the following areas:

• Insurance acquisition cash flows for renewals outside the contract boundary;
• Reinsurance contracts held—onerous underlying insurance contracts;
• Reinsurance contracts held—underlying insurance contracts with direct participation
features; and
• Recognition of the contractual service margin in profit or loss in the general model.

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 The amendments may be affective to annual reporting periods beginning on or after January
1, 2025.

Deferred
• Amendments to PFRS 10 and PAS 28, Sale or Contribution of Assets between an Investor and
its Associate or Joint Venture

The amendments clarify the treatment of the sale or contribution of assets between an
investor and its associate and joint venture. This requires an investor in its financial statements
to recognize in full the gains and losses arising from the sale or contribution of assets that
constitute a business while recognize partial gains and losses if the assets do not constitute a
business (i.e. up to the extent only of unrelated investor share).

On 13 January 2016, the FRSC decided to postpone the original effective date of 1 January
2016 of the said amendments until the IASB has completed its broader review of the research
project on equity accounting that may result in the simplification of accounting for such
transactions and of other aspects of accounting for associates and joint ventures.

Current versus Noncurrent Classification

The Group presents assets and liabilities in the consolidated balance sheet based on current/ noncurrent
classification. An asset is current when it is:

• expected to be realized or intended to be sold or consumed in normal operating cycle;

• held primarily for the purpose of trading;
• expected to be realized within 12 months after the reporting period; or
• cash or cash equivalent unless restricted from being exchanged or used to settle a liability for
at least twelve (12) months after the reporting period.

All other assets are classified as noncurrent.

A liability is current when:

1. it is expected to be settled in normal operating cycle;
2. it is held primarily for the purpose of trading;
3. it is due to be settled within twelve (12) months after the reporting period; or
4. there is no unconditional right to defer the settlement of the liability for at least twelve (12)
months after the reporting period.

Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.

When measuring fair value, the Group takes into consideration the characteristics of the asset or liability
if market participants would take those characteristics into account when pricing the asset or liability
at the measurement date.

A fair value measurement assumes that the transaction to sell the asset or liability is exchanged in an
orderly transaction between market participants to sell the asset or transfer the liability at the
measurement date under current market conditions. In addition, it assumes that the transaction takes
place either: (a) in the principal market; or (b) in the absence of a principal market, in the most
advantageous market.

The Group considers the fair value of an asset or a liability using the assumptions that market
participants would use when pricing the asset or liability, assuming that market participants act in their
economic best interest.

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 The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient
date are available to measure fair value, maximizing the use of relevant observable inputs and
minimizing the use of unobservable inputs.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities and the lowest priority to unobservable inputs.

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that
the entity can access at the measurement date.
• Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly or indirectly.
• Level 3 inputs are unobservable inputs for the asset or liability.

Cash and Cash Equivalents

Cash includes cash on hand and in banks. Cash in banks earn interest at the respective bank deposit
rates. Cash equivalents are short-term, highly liquid investments that are readily convertible to known
amounts of cash with original maturities of three months or less from dates of acquisition and that are
subject to an insignificant risk of change in value.

Financial Assets

Initial Recognition and Measurement

The Group recognizes a financial asset in its consolidated statements of financial position when, and
only when, the Group becomes a party to the contractual provisions of the instrument.

The Group measures a financial asset at its fair value plus, in the case of financial asset not at fair value
through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the
financial asset.

At initial recognition, the Group measures receivables that do not have a significant financing
component at their transaction price.

Classification

o Financial Asset at Amortized Cost

A financial asset shall be measured at amortized cost if both of the following conditions are met:

• the financial asset is held within a business model whose objective is to hold financial assets in
order to collect contractual cash flows; and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.

The Group’s financial assets measured at amortized costs include cash and cash equivalents, trade
and other receivables, due from related parties, rental deposit, loans to employees, security
deposits presented under other current assets, other financial asset at amortized cost, and loans
to employees and miscellaneous deposits presented under other non-current assets.

a) Cash and Cash Equivalents

Cash includes cash on hand and in banks. Cash in banks are deposits held at call with banks that
are subject to insignificant risk of change in value. This shall be measured at the undiscounted
amount of the cash or other consideration expected to be paid or received.

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 Cash equivalents are short-term, highly liquid investments that are readily convertible to known
amounts of cash with original maturities of three (3) months or less from dates of acquisition and
that are subject to an insignificant risk of change in value.

b) Receivables

Receivables are measured at amortized cost using the effective interest method, less any
impairment. Finance income is recognized by applying the effective interest rate, except for short-
term receivables when the recognition of interest would be immaterial.

o Financial Asset at Fair Value through Other Comprehensive Income

A financial asset shall be measured at fair value through other comprehensive income if both of
the following conditions are met:

• the financial asset is held within a business model whose objective is achieved by both
collecting contractual cash flows and selling financial assets; and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.

The Group’s financial assets measured at financial asset at fair value through other comprehensive
income pertains to an investment in unquoted equity shares.

Reclassification

When, and only when, the Group changes its business model for managing financial assets, it shall
reclassify all affected financial assets in accordance with Note 4.03.02. If the Group reclassifies
financial assets, it shall apply the reclassification prospectively from the reclassification date. The
Group shall not restate any previously recognized gains, losses (including impairment gains or
losses) or interest.

Effective Interest Method

Interest revenue is calculated by using the effective interest method. This is calculated by applying
the effective interest rate to the gross carrying amount of a financial asset except for: purchased
or originated credit-impaired financial assets and financial assets that are not purchased or
originated credit-impaired but subsequently have become credit-impaired.

Impairment

The Group shall measure expected losses of a financial instrument in a way that reflects:
• An unbiased and probability-weighted amount that is determined by evaluating a range of
possible outcomes;
• The time value of money; and
• Reasonable and supportable assumption that is available without undue cost or effort at the
reporting date about past events, current conditions and forecast of future economic
conditions.

The Group adopted general approach in accounting for impairment.

o General Approach

The Group applied the general approach to cash and cash equivalents, other receivables,
amounts owed by related parties, rental deposit, security deposits, other financial assets at
amortized cost, and miscellaneous deposit. At each reporting date, the Group measures the
loss allowance for a financial asset at an amount equal to the lifetime expected credit losses

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 if the credit risk on that financial asset has increased significantly since initial recognition.
However, if the credit risk has not increased significantly, the Group measures the loss
allowance equal to twelve (12)-month expected credit losses.

The Group compares the risk of default occurring as at the reporting date with the risk of
default occurring as at the date of initial recognition and consider the macro-economic factors
such as GDP, interest, and inflation rates, the performance of the counterparties’ industry,
and the available financial information of each counterparty to determine whether there is a
significant increase in credit risk or not since initial recognition.

The Group determines that there has been a significant increase in credit risk when there is a
significant decline in the factors.

The Group assumes that the credit risk on a financial instrument has not increased significantly
since initial recognition because the financial instrument is determined to have low credit risk
at the reporting date.

If the Group has measured the loss allowance at an amount equal to lifetime expected credit
losses in the previous reporting period, but determines at the current reporting date, that the
credit quality improves (i.e. there is no longer a significant increase in credit risk since initial
recognition), then the Group shall measure the loss allowance at an amount equal to twelve-
month expected credit losses at the current reporting date.

The Group recognizes in profit or loss, as an impairment gain or loss, the amount of expected
credit losses (or reversal) that is required to adjust the loss allowance at the reporting date.

The Group performs the assessment of significant increases in credit risk on an individual
basis.

The Group determines that a financial asset is credit-impaired when one or more events that
have a detrimental impact on the estimated future cash flows of that financial asset have
occurred. Evidence that a financial asset is credit-impaired includes observable data about the
following events:

• Significant financial difficulty of the counterparty;

• A breach of contract, such as a default or past due event;
• The lender(s) of the counterparty, for economic or contractual reasons relating to the
counterparty’s financial difficulty, having granted to the borrower a concession(s) that the
lender(s) would not otherwise consider; and
• It is becoming probable that the counterparty will enter bankruptcy or other financial
reorganization.

o Simplified Approach

The Company always measures the loss allowance at an amount equal to lifetime expected
credit losses for trade receivables. The Company determines that a financial asset is credit-
impaired when one or more events that have a detrimental impact on the estimated future
cash flows of that financial asset have occurred. Evidence that a financial asset is credit-
impaired includes observable data about the following events:

• Significant financial difficulty of the counterparty;

• A breach of contract, such as a default or past due event;
• The lender(s) of the counterparty, for economic or contractual reasons relating to the
counterparty’s financial difficulty, having granted to the counterparty a concession(s) that
the lender(s) would not otherwise consider; and
• It is becoming probable that the counterparty will enter bankruptcy or other financial
reorganization.

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Derecognition

The Group derecognizes a financial asset when, and only when the contractual rights to the cash
flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for
derecognition. The difference between the carrying amount and the consideration received is
recognized in profit or loss.

Write-off

The Group directly reduces the gross carrying amount of a financial asset when the Group has no
reasonable expectations of recovering a financial asset in its entirety or a portion thereof. A write-
off constitutes a derecognition event.

Financial Instruments - Effective 1 January 2018

Financial assets
Initial recognition and measurements

Financial assets are classified as financial assets measured at amortized cost, fair value through profit
or loss (“FVTPL”) and fair value through other comprehensive income (“FVTOCI”).

The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s business model for managing them. With the exception of
trade receivables that do not contain a significant financing component or for which the Group has
applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in
the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables
that do not contain a significant financing component or for which the Group has applied the practical
expedient are measured at the transaction price determined under PFRS 15 (refer to the Revenue
Recognition policy).

In order for a financial asset to be classified and measured at amortized cost or FVTOCI, it needs to
give rise to cash flows that are SPPI on the principal amount outstanding. This assessment is referred
to as the SPPI test and is performed at an instrument level.

The Group’s business model for managing financial assets refers to how it manages its financial assets
in order to generate cash flows. The business model determines whether cash flows will result from
collecting contractual cash flows, selling the financial assets, or both.

Purchases or sales of financial assets that require delivery of assets within a time frame established by
regulation or convention in the marketplace (regular way trades) are recognized on the trade date, i.e.,
the date that the Group commits to purchase or sell the asset.

Subsequent measurement

The subsequent measurement of financial assets depends on their classification as described below:

1. Financial assets at amortized cost - This category is the most relevant to the Group. The Group
measures financial assets at amortized cost if both of the following conditions are met:

- The financial asset is held within a business model with the objective to hold financial
assets in order to collect contractual cash flows; and
- The contractual terms of the financial asset give rise on specified dates to cash flows
that are SPPI on the principal amount outstanding.

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 Financial assets at amortized cost are subsequently measured using effective interest method and
are subject to impairment. Gains and losses are recognized in profit or loss, when the asset is
derecognized, modified or impaired.

As of 31 December 2024, this category includes the Group’s cash and cash equivalents, trade and
other receivables, amounts owed by related parties, investment in Philippine government securities,
rental and security deposits, loans to employees and miscellaneous deposits.

2. Financial assets designated at FVTOCI (equity instruments) - Upon initial recognition, the Group can
elect to classify irrevocably its equity investments as equity instruments designated at fair value through
OCI when they meet the definition of equity under PAS 32, Financial Instruments: Presentation and are
not held for trading. The classification is determined on an instrument-by-instrument basis.

Gains and losses on these financial assets are never recycled to the profit or loss. Dividends are
recognized as other income in the profit or loss when the right of payment has been established,
except when the Group benefits from such proceeds as a recovery of part of the cost of the financial
asset, in which case, such gains are recorded in OCI. Equity instruments designated at FVTOCI are
not subject to impairment assessment.

The Group elected to classify irrevocably its non-listed equity investments under this category.

As of 31 December 2024, this category includes the Group’s investment in unquoted shares.

3. Financial assets designated at FVTOCI (debt instruments) - The Group measures debt instruments at
FVTOCI if both of the following conditions are met:

- The financial asset is held within a business model with the objective of both holding to
collect contractual cash flows and selling; and
- The contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding.

For debt instruments at FVTOCI, interest income, foreign exchange revaluation and impairment
losses or reversals are recognized in the consolidated statement of income and computed in the
same manner as for financial assets measured at amortized cost. The remaining fair value changes
are recognized in OCI. Upon derecognition, the cumulative fair value change recognized in OCI is
recycled to profit or loss.

As of 31 December 2024, the Group has no debt instruments classified as financial assets
designated at FVTOCI.

4. Financial assets at FVTPL - Financial assets at FVTPL include financial assets held for trading, financial
assets designated upon initial recognition at FVTPL, or financial assets mandatorily required to be
measured at fair value. Financial assets are classified as held for trading if they are acquired for the
purpose of selling or repurchasing in the near term. Derivatives, including separated embedded
derivatives, are accounted for as financial assets at FVTPL unless they are designated as effective
hedging instruments. Financial assets with cash flows that are not SPPI are classified and measured at
FVTPL, irrespective of the business model. Notwithstanding the criteria for debt instruments to be
classified at amortized cost or at FVTOCI, as described above, debt instruments may be designated at
FVTPL on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.

Financial assets at FVTPL are carried in the consolidated statement of financial position at fair value
with net changes in fair value presented as “Unrealized mark-to-market gain” (positive net changes
in fair value) or “Unrealized mark-to-market loss” (negative net changes in fair value) in profit or
loss.

As of 31 December 2024, this category includes the Group’s investment in Unit Investment Trust
Fund (UITF).

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Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial
assets) is derecognized when:

a. the right to receive cash flows from the asset has expired; or
b. the Group has transferred its right to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a
“pass-through” arrangement; and
c. either the Group (a) has transferred substantially all the risks and rewards of the asset, or (b)
the Group has neither transferred nor retained substantially all the risks and rewards of the
asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a
pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of
ownership. When it has neither transferred nor retained substantially all the risks and rewards of the
asset nor transferred control of the asset, the asset is recognized to the extent of the Group’s continuing
involvement. In that case, the Group also recognizes an associated liability. The transferred asset and
the associated liability are measured on a basis that reflects the rights and obligations that the Group
has retained.

Continuing involvement that takes the form of a guarantee over the transferred assets is measured at
the lower of the original carrying amount of the asset and the maximum amount of consideration that
the Group could be required to repay.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at FVTPL, loans and
borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as
appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables, short-term loans, amounts owed to
related parties and long-term debts.

Subsequent measurement

The measurement of financial liabilities depends on their classification as described below.

Financial liabilities – FVTPL - Financial liabilities at FVTPL include financial liabilities held for trading
and financial liabilities designated upon initial recognition at FVTPL.

Financial liabilities are classified as held for trading if they are incurred for the purpose of
repurchasing in the near term. This category also includes derivative financial instruments into by
the Group that are not designated as hedging instruments in hedge relationships as defined by
PFRS 9. Separated embedded derivatives are also classified as held for trading unless they are
designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognized in profit or loss.

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 Financial liabilities designated upon initial recognition at FVTPL are designated at the initial date of
recognition, and only if the criteria in PFRS 9 are satisfied. The Group has not designated any
financial liability at FVTPL.

Loans and borrowings - This is the category most relevant to the Group. After initial recognition,
interest-bearing loans and borrowings are subsequently measured at amortized cost using effective
interest method. Gains and losses are recognized in profit or loss when the liabilities are
derecognized as well through the amortization process.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in
the near term. This category also includes derivative financial instruments into by the Group that are not
designated as hedging instruments in hedge relationships as defined by PFRS 9. Separated embedded
derivatives are also classified as held for trading unless they are designated as effective hedging
instruments.

This is the category most relevant to the Group. After initial recognition, interest-bearing loans and
borrowings are subsequently measured at amortized cost using effective interest method. Gains and losses
are recognized in profit or loss when the liabilities are derecognized as well through the amortization
process.

This category generally applies to interest-bearing loans and borrowings.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or
has expired. When an existing financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are substantially modified, such an
exchange or modification is treated as the derecognition of the original liability and the recognition of
a new liability. The difference in the respective carrying amounts is recognized in profit or loss.

Impairment of Financial– Assets - Effective 1 January 2018

Beginning 1 January 2018, upon adoption of PFRS 9, the Group recognizes an allowance for expected
credit losses (“ECLs”) for all financial assets except debt instruments held at FVTPL. ECLs are based on
the difference between the contractual cash flows due in accordance with the contract and all the cash
flows that the Group expects to receive, discounted at an approximation of the original EIR. The
expected cash flows will include cash flows from the sale of collateral held or other credit enhancements
that are integral to the contractual terms.

ECLs are recognized in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default
events that are possible within the next twelve months (a 12-month ECL). For those credit exposures
for which there has been a significant increase in credit risk since initial recognition, a loss allowance is
required for credit losses expected over the remaining life of the exposure, irrespective of the timing of
the default (a lifetime ECL).

For receivables that do not contain significant financing component, the Group applies a simplified
approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead
recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group has established
a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking
factors specific to the debtors and the economic environment.

For debt instruments at FVTOCI, the Group applies the low credit risk simplification. At every reporting
date, the Group evaluates whether the debt instrument is considered to have low credit risk using all
reasonable and supportable information that is available without undue cost or effort. In making that
evaluation, the Group reassesses the internal credit rating of the debt instrument.

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For financial assets at amortized costs being individually assessed for ECLs, the Group applied lifetime
ECL calculation. This involves determination of probability of default and loss-given default based on
available data, adjusted for forward-looking factors specific to the debtors and the economic
environment.

The Group considers a financial asset to be in default when a counterparty fails to pay its contractual
obligations, or there is a breach of other contractual terms, such as covenants. In certain cases, the
Group may also consider a financial asset to be in default when internal or external information indicates
that the Group is unlikely to receive the outstanding contractual amounts in full before taking into
account any credit enhancements held by the Group. A financial asset is written off when there is no
reasonable expectation of recovering the contractual cash flows.

Financial Instruments - Effective Prior to 1 January 2018

Financial assets

Initial recognition

Financial assets within the scope of PAS 39 are classified as either financial assets at FVTPL, loans and
receivables, HTM investments, AFS financial assets, or as derivatives designated as hedging instruments
in an effective hedge, as appropriate. The Group determines the classification of its financial assets at
initial recognition and, where allowed and appropriate, re-evaluates such classifications at every
reporting date.

Financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at
FVTPL, directly attributable transaction costs.

Purchases or sales of financial assets that require delivery of assets within a time frame established by
regulation or convention in the marketplace (regular way purchases) are recognized on the trade date,
i.e., the date that the Group commits to purchase or sell the asset.

The Group’s financial assets include cash and cash equivalents, trade and other receivables, financial
assets at FVTPL, HTM investments, AFS financial asset, amounts owed by related parties, loans to
employees (reported as part of ‘Other current assets’ and ‘Other noncurrent assets’ in the consolidated
balance sheet) and deposits (reported as part of ‘Other current assets’ and ‘Other noncurrent assets’
in the consolidated balance sheet).

Subsequent measurement

The subsequent measurement of financial assets depends on their classification as follows:

Financial assets at FVTPL

Financial assets at FVTPL include financial assets held for trading and financial assets designated upon
initial recognition as at FVTPL. Financial assets are classified as held for trading if they are acquired for
the purpose of selling or purchasing in the near term. Derivatives, including separated embedded
derivatives, are also classified as held for trading unless they are designated as effective hedging
instruments as defined by PAS 39. Financial assets at FVTPL are carried in the consolidated balance
sheet at fair value with gains or losses recognized in profit or loss.

Derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair
value when their risks and economic characteristics are not closely related to those of the host contracts
and the host contracts are not held for trading or designated at FVTPL. These embedded derivatives
are measured at fair value with gains or losses arising from changes in fair value recognized in profit
or loss. Reassessment only occurs if there is a change in the terms of the contract that significantly
modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of
FVTPL.

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Financial assets designated as FVTPL are designated by management on initial recognition when any
of the following criteria are met:

- The designation eliminates or significantly reduces the inconsistent treatment that would
otherwise arise from measuring the assets or liabilities or recognizing gains or losses on them
on a different basis;
- The assets and liabilities are part of a group of financial assets, financial liabilities or both which
are managed and their performance evaluated on a fair value basis, in accordance with a
documented risk management or investment strategy; or
- The financial instrument contains an embedded derivative, unless the embedded derivative
does not significantly modify the cash flows or it is clear, with little or no analysis, that it would
not be separately recorded.

As of 31 December 2024, the Group designated its investment in UITF as financial asset at FVTPL.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market. Such financial assets are carried at amortized cost using the effective
interest method, less impairment. This method uses an EIR that exactly discounts estimated cash
receipts through the expected life of the financial assets to the net carrying amount of the financial
asset. Amortized cost is calculated by taking into account any discount or premium on acquisition and
fees or costs that are an integral part of the EIR. Gains and losses are recognized in profit or loss when
the loans and receivables are derecognized or impaired, as well as through the amortization process.
Assets in this category are included in current assets except for maturities greater than twelve (12)
months after the end of the reporting period, which are classified as noncurrent assets.

As of 31 December 2024, the Group has designated as loans and receivables its cash in banks and cash
equivalents, trade and other receivables, amounts owed by related parties, loans to employees
(reported as part of ‘Other current assets’ and ‘Other noncurrent assets’ in the consolidated balance
sheet) and deposits (reported as part of ‘Other current assets’ and ‘Other noncurrent assets’ in the
consolidated balance sheet).

HTM investments

Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified
as HTM when the Group has the positive intention and ability to hold it to maturity. After initial
measurement, HTM investments are measured at amortized cost using the effective method, less
impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition
and fees or costs that are integral part of the EIR. Gains and losses are recognized in profit or loss
when the investments are derecognized or impaired, as well as through the amortization process.

As of 31 December 2024, the Group has HTM investments in Philippine government securities.

AFS financial assets

AFS financial assets are non-derivative financial assets that are designated as AFS or are not classified
in any of the three preceding categories. They are purchased and held indefinitely, and may be sold in
response to liquidity requirements or change in market conditions.

After initial measurement, AFS financial assets are measured at fair value with unrealized gains or losses
recognized directly in OCI until the investment is derecognized, at which time the cumulative gain or
loss recorded in equity is recognized in profit or loss, or determined to be impaired, at which time the
cumulative loss recorded in equity is recognized in profit or loss.

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As of 31 December 2024, the Group’s AFS financial asset pertains to investment in unquoted equity
shares.

Financial liabilities
Initial recognition

Financial liabilities within the scope of PAS 39 are classified as financial liabilities at FVTPL, other
financial liabilities, or as derivatives designated as hedging instruments in an effective hedge, as
appropriate. The Group determines the classification of its financial liabilities at initial recognition and,
where allowed and appropriate, re-evaluates such designation at every financial reporting date.

Financial liabilities are recognized initially at fair value and, in the case of financial liabilities not at
FVTPL, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables, short-term loans, long-term debt and
amounts owed to related parties.

Subsequent measurement

The measurement of financial liabilities depends on their classification as follows:

Financial liabilities at FVTPL

Financial liabilities at FVTPL include financial liabilities held for trading and financial liabilities designated
upon initial recognition at FVTPL.

Financial liabilities are classified as held for trading if they are acquired for the purpose of selling in the
near term. This category includes derivative financial instruments entered into by the Group that do
not meet the hedge accounting criteria as defined by PAS 39.

Gains and losses on liabilities held for trading are recognized in profit or loss.

The Group does not have a financial liability at FVTPL as of 31 December 2024.

Other financial liabilities

Other financial liabilities are initially recognized at fair value of the consideration received, less directly
attributable transaction costs. After initial recognition, other financial liabilities are measured at
amortized cost using the effective interest method. Gains and losses are recognized in profit or loss
when the liabilities are derecognized, as well as through the amortization process.

As of 31 December 2024, the Group’s other financial liabilities includes trade and other payables, short-
term loans, amounts owed to related parties and long-term debt.

Impairment of Financial– Assets - Effective Prior to 1 January 2018

The Group assesses at each balance sheet date, whether there is any objective evidence that a financial
asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed
to be impaired if, and only if, there is objective evidence of impairment as a result of one or more
events that has occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss
event (or events) has an impact on the estimated future cash flows of the financial asset or the group
of financial assets that can be reliably estimated. Objective evidence of impairment may include
indications that the debtors or a group of debtors is experiencing significant financial difficulty, default
or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other
financial reorganization and where observable data indicate that there is a measurable decrease in the
estimated future cash flows, such as changes in arrears or economic conditions that correlate with
defaults. If such evidence exists, any impairment loss is recognized in profit or loss.

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Financial assets carried at amortized cost

The Group first assesses whether objective evidence of impairment exists individually for financial assets
that are individually significant, or collectively for financial assets that are not individually significant. If
it is determined that no objective evidence of impairment exists for an individually assessed financial
asset, whether significant or not, the asset is included in a group of financial assets with similar credit
risk characteristics and that group of financial assets is collectively assessed for impairment. Assets that
are individually assessed for impairment and for which an impairment loss is, or continues to be,
recognized are not included in a collective assessment of impairment.

If there is objective evidence that an impairment loss on loans and receivables carried at amortized
cost has been incurred, the amount of the loss is measured as the difference between the asset’s
carrying amount and the present value of estimated future cash flows (excluding future credit losses
that have not been incurred) discounted at the financial asset’s original EIR ( i.e., the EIR computed at
initial recognition). The carrying amount of the asset shall be reduced either directly or through the use
of an allowance account. The amount of the loss shall be recognized in profit or loss. If, in a subsequent
period, the amount of the impairment loss decreases and the decrease can be related objectively to an
event occurring after the impairment was recognized, the previously recognized impairment loss is
reversed. Any subsequent reversal of an impairment loss is recognized in profit or loss, to the extent
that the carrying value of the asset does not exceed its amortized cost at the reversal date.

Financial assets carried at cost

If there is objective evidence that an impairment loss on an unquoted equity instrument that is not
carried at fair value because its fair value cannot be reliably measured, or on a derivative asset that is
linked to and must be settled by delivery of such an unquoted equity instrument has been incurred, the
amount of the loss is measured as the difference between the asset’s carrying amount and the present
value of estimated future cash flows discounted at the current market rate of return for a similar
financial asset.

Offsetting of Financial Instruments

Financial assets and financial liabilities are offset and the net amount reported in the consolidated
balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there
is intention to settle on a net basis, or to realize the asset and settle the liability simultaneously. The
Group assesses that it has a currently enforceable right of offset if the right is not contingent on a
future event, and is legally enforceable in the normal course of business, event of default, and event
of insolvency or bankruptcy of the Group and all of the counterparties.

Inventories

Inventories includes raw materials, spare parts and other materials which are stated at the lower of
cost or net realizable value. Costs, including an appropriate portion of fixed and variable overhead
expenses, are determined using first-in, first-out (“FIFO”) method. For finished goods and work-in-
process, costs are determined on a standard cost basis. Standard costs take into account normal levels
of materials and supplies, labor, efficiency and capacity utilization. Net realizable value represents the
estimated selling price for inventories less all estimated costs of completion and costs necessary to
make the sale.

When the net realizable value of the inventories is lower than the cost, the Group provides for an
allowance for the decline in the value of the inventory and recognizes the write-down as an expense in
the statements of comprehensive income. The amount of reversal of any write-down of inventories,
arising from an increase in net realizable value, is recognized as a reduction in the amount of inventories
recognized as an expense in the period in which the reversal occurs.

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 When inventories are used in operation or sold, the carrying amount of those inventories is recognized
as an expense in the period in which the related revenue is recognized.

Property, Plant and Equipment

Property, plant and equipment are initially measured at cost. The cost of an asset consists of its
purchase price and costs directly attributable to bringing the asset to its working condition for its
intended use. Subsequent to initial recognition, property, plant and equipment are carried at cost less
accumulated depreciation and accumulated impairment losses.

Subsequent expenditures relating to an item of property, plant and equipment that have already been
recognized are added to the carrying amount of the asset when it is probable that future economic
benefits, in excess of the originally assessed standard of performance of the existing asset, will flow to
the Group. All other subsequent expenditures are recognized as expenses in the period in which those
are incurred.

Major spare parts and stand-by equipment qualify as property, plant and equipment when the Group
expects to use them during more than one period. Similarly, if the spare parts and servicing equipment
can be used only in connection with an item of property, plant and equipment, they are accounted for
as property, plant and equipment.

Land is not depreciated. Depreciation is computed on the straight-line method based on the estimated
useful lives of the assets as follows:

Number of
Category Years
Machinery and equipment 7-15
Buildings and improvements 5-25
Facility and production tools 5-8
Furniture, fixtures and equipment 2-5
Transportation equipment 5-7

Construction in progress is a property under construction and development which is initially measured
at cost. Cost includes construction costs, professional fees, taxes and licenses and other expenses
which are directly related with the construction of the project. Subsequently, upon completion, this
will form part of property, plant and equipment and will be measured at cost less accumulated
depreciation and accumulated impairment losses.

The residual value, useful lives and depreciation method of the Group’s property, plant and equipment
is reviewed, and adjusted prospectively if appropriate, if there is an indication of a change since the
last reporting date.

Depreciation ceases at the earlier of the date that the item is classified as held for sale (or included in
a disposal group) in accordance with PFRS 5, Noncurrent Assets Held for Sale and Discontinued
Operations, and the date the asset is derecognized.

The property, plant and equipment’s residual values, useful lives and depreciation methods are
reviewed, and adjusted if appropriate, at each balance sheet date.

An item of property, plant and equipment is derecognized on disposal, or when no future economic
benefits are expected from use or disposal. Gains or losses arising from derecognition of a property,
plant and equipment are measured as the difference between the net disposal proceeds and the
carrying amount of the asset and are recognized in profit or loss.

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Noncurrent Assets Held for Sale

Non-current assets and disposal groups are classified as assets held for sale if their carrying amounts
will be recovered principally through a sale transaction rather than through continuing use. This
condition is regarded as met only when the sale is highly probable and the asset or disposal group is
available for immediate sale in its present condition. Management must be committed to the sale, which
should be expected to qualify for recognition as a completed sale within one year from the date of
classification.

Non-current assets and disposal groups classified as assets held for sale are measured at the lower of
their previous carrying amount and fair value less costs to sell except for the following assets which
shall continue to be measured in accordance with the corresponding standards:

• Non-current assets that are accounted for in accordance with the fair value model in PAS 40,
Investment Property;
• Deferred tax assets;
• Assets arising from employee benefits;
• Financial assets within the scope of PFRS 9, Financial Instruments;
• Non-current assets that are measured at fair value less costs to sell in accordance with PAS 41,
Agriculture; and
• Contractual rights under insurance contract as defined in PFRS 4, Insurance Contracts.

Investment Properties

Investment properties, which are properties held to earn rentals is measured initially at its cost,
including transaction costs. Subsequent to initial recognition, investment property is measured at fair
value. Gains or losses arising from changes in the fair value of investment property are included in
profit or loss for the period in which they arise.

Land is not depreciated. Depreciation of building and improvements is computed using straight-line
method based on the estimated useful life of twenty-five (25) years.

Transfers to, or from, investment property shall be made when, and only when, there is a change in
use.

The estimated residual value, useful life and depreciation method are reviewed at the end of each
annual reporting period, with the effort of any changes in estimate being accounted for on a prospective
basis.

Investment property is derecognized by the Group upon its disposal or when the investment property
is permanently withdrawn from use and no future economic benefits are expected from its disposal.
Any gain or loss arising on derecognition of the property (calculated as the difference between the net
disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in
which the property is derecognized.

Borrowing Costs

Borrowing costs are recognized in profit or loss in the period in which they are incurred.

Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial
recognition, intangible assets are carried at cost less any accumulated amortization and any
accumulated impairment losses. Internally generated intangible assets, excluding capitalized
development costs, are not capitalized and expenditure is recognized in profit or loss in the year in
which the expenditure is incurred.

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The useful lives of intangible assets are assessed to be either finite or indefinite.

Intangible asset with finite life is amortized over its economic useful life and assessed for impairment
whenever there is an indication that the intangible asset may be impaired. The amortization period and
the amortization method for an intangible asset with a finite useful life are reviewed at each balance
sheet date. Changes in the expected useful life or the expected pattern of consumption of future
economic benefits embodied in the asset is accounted for by changing the amortization period or
method, as appropriate, and treated as changes in accounting estimates. The amortization expense on
intangible assets with finite lives is recognized in profit or loss.

Intangible assets with indefinite useful lives are tested for impairment annually either individually or at
the cash-generating unit (“CGU”) level. Such intangibles are not amortized. The useful life of an
intangible asset with an indefinite useful life is reviewed annually to determine whether the assessment
can be supported. If not, the change in the useful life assessment from indefinite to finite is made on
a prospective basis.

The Group recognizes an intangible asset acquired in a business combination if it is identifiable and
distinguishable from goodwill. The Group considers an intangible asset as identifiable if:

1. it is separable, i.e., there is evidence of exchange transactions for the asset or an asset of a similar
type, even if those transactions are infrequent and regardless of whether the Group is involved in
those transactions; or
2. it arises from contractual or other legal rights, regardless of whether those rights are transferable
or separable from the entity or from other rights and obligations (“contractual-legal” criterion).

The Group’s intangible assets recognized from business combination pertain to customer relationship,
trademark and technology. Trademark and customer relationships are estimated to have an indefinite
useful life, and will be subject to yearly impairment testing. The Group estimates that technology will
have an economic life of ten (10) years.

Research and Development Costs

Research costs are expensed as incurred. Development expenditures on an individual project are
recognized as an intangible asset when the Group can demonstrate:

1. the technical feasibility of completing the intangible asset so that the asset will be available for
use or sale;
2. its intention to complete and its ability to use or sell the asset;
3. how the asset will generate future economic benefits;
4. the availability of resources to complete the asset; and
5. the ability to measure reliably the expenditure during development.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost
less any accumulated amortization and accumulated impairment losses. Amortization of the asset
begins when development is complete and the asset is available for use. It is amortized over the period
of expected future benefit, which is estimated to be five (5) to ten (10) years. Amortization is recorded
in cost of sales. During the period of development, the asset is tested for impairment annually.

Impairment of Nonfinancial Assets

The Group assesses at each reporting date whether there is an indication that a nonfinancial asset may
be impaired. The Group has designated as nonfinancial assets its prepaid expenses, advances to
suppliers, property, plant and equipment, intangible assets, project development costs and other assets.
If any such indication exists, or when annual impairment testing for a nonfinancial asset is required,
the Group makes an estimate of the nonfinancial asset’s recoverable amount. A nonfinancial asset’s
estimated recoverable amount is the higher of a nonfinancial asset’s or CGU’s fair value less costs to
sell and its value in use (VIU) and is determined for an individual asset, unless the nonfinancial asset

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does not generate cash inflows that are largely independent of those from other nonfinancial assets or
groups of nonfinancial assets. Where the carrying amount of a nonfinancial asset exceeds its estimated
recoverable amount, the nonfinancial asset is considered impaired and is written down to its estimated
recoverable amount. In assessing VIU, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the nonfinancial asset. In determining fair value less costs to sell, an appropriate
valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices
for publicly traded subsidiaries or other available fair value indicators.

For nonfinancial assets excluding goodwill, an assessment is made at each reporting date as to whether
there is any indication that previously recognized impairment losses may no longer exist or may have
decreased. If such indication exists, the Group makes an estimate of recoverable amount. A previously
recognized impairment loss is reversed only if there has been a change in the estimates used to
determine the nonfinancial asset’s recoverable amount since the last impairment loss was recognized.
If that is the case the carrying amount of the nonfinancial asset is increased to its recoverable amount.
That increased amount cannot exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognized for the non-financial asset in prior years. Such
reversal is recognized in profit or loss.

Capital Stock

Capital stock, which consists of common stock and preferred stock, is measured at par value for all
shares issued. Proceeds and/or fair value of consideration received in excess of par value, if any, are
recognized as additional paid-in capital (APIC).

Subscription Receivable

The unpaid portion of the subscribed shares is deducted from capital stock and is measured at
subscription price for all shares subscribed.

Deposit for future stock subscription

Deposit for future stock subscription represents the amount received that will be applied as payment
in exchange for a fixed number of the Parent Company’s own shares of stock. When the Parent
Company does not have sufficient unissued authorized capital stock but the Board of Directors (“BOD”)
and stockholders have approved for a proposed increase in authorized capital stock that has been
presented for filing or has been filed with the Philippine SEC as of the balance sheet date, the deposit
for future stock subscription is presented in the equity section of the consolidated balance
sheet. Otherwise, this is presented in the liability section of the consolidated balance sheet.

Retained Earnings

The amount included in retained earnings includes profit or loss attributable to the Group’s equity
holders and reduced by dividends on capital stock. Retained earnings may also include effect of changes
in accounting policies as may be required by the standards’ transitional provisions.

The Group may pay dividends in cash or by the issuance of shares of stock. Cash and property dividends
are subject to the approval of the BOD, while stock dividends are subject to approval by the BOD and
at least two-thirds of the outstanding capital stock of the shareholders at a shareholders’ meeting duly
called for such purpose, and by the Philippine SEC. Cash and property dividends on preferred and
common stocks are recognized as liability and deducted from equity when declared. Stock dividends
are treated as transfers from retained earnings to paid-in capital.

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Equity Reserve

Equity reserve represents the effect of the application of the pooling-of-interests method and the
difference of carrying amount and consideration of reissued Parent Company shares held by a
subsidiary.

Parent Company Shares Held by a Subsidiary

These shares represent the Parent Company’s common shares acquired by its subsidiary. No gain or
loss is recognized in profit or loss on the purchase, sale, issue or cancellation of these equity
instruments. Any difference between the carrying amount and the consideration, if reissued, is charged
or credited to Equity Reserve.

Other Comprehensive Income

Other comprehensive income comprises items of income and expenses that are not recognized in profit
or loss for the year in accordance with PFRS. Other comprehensive income of the Group includes net
changes in fair values of financial assets at FVTOCI and AFS financial assets, and remeasurements on
retirement benefit obligation.

Revenue Recognition - Effective 1 January 2018

Revenue from contracts with customers is recognized when control of the goods is transferred to the
customer at an amount that reflects the consideration to which the Company expects to be entitled in
exchange for those goods. The Company has concluded that it is principal in all of its revenue
arrangements since it is the primary obligor in all revenue arrangements, has pricing latitude and is
also exposed to inventory and credit risks.

Sale of goods

Revenue from sale of goods is recognized at the point in time when the goods have been transferred
to the customer (i.e., upon delivery). The Group’s normal credit term is thirty (30) to one hundred twenty
(120) days upon delivery.

Revenue is measured based on the transaction price the Group expects to be entitled to. The Group’s
contracts with customers generally provide customers with discounts. If the consideration in a contract
includes a variable amount, the Company estimates the amount of consideration to which it will be
entitled in exchange for transferring the goods to the customer. The variable consideration is estimated
at contract inception and constrained until it is highly probable that a significant revenue reversal in
the amount of cumulative revenue recognized will not occur when the associated uncertainty with the
variable consideration is subsequently resolved. Variable considerations include discounts and right of
return. Discounts and returns are not significant to the Group.

Contract balances

• Contract assets. A contract asset is the right to consideration in exchange for goods or services
transferred to the customer. If the Group performs by transferring goods or services to a customer
before the customer pays the consideration or before payment is due, a contract asset is recognized for
the earned consideration that is conditional.

• Trade receivables. A receivable represents the Group’s right to an amount of consideration that is
unconditional (i.e., only the passage of time is required before payment of the consideration is due).
Refer to accounting policies of financial assets under Financial Assets and Financial Liabilities -
Financial assets at amortized cost (debt instruments).

• Contract liability. A contract liability is the obligation to transfer goods or services to a customer for
which the Group has received consideration (or an amount of consideration is due) from the customer.

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If the customer pays consideration before the Group transfers goods or services to the customer, a
contract liability is recognized when the payment is made or the payment is due (whichever is earlier).
Contract liabilities are recognized as revenue when the Group performs under the contract.

Interest Income

Interest income is recognized as it accrues using the effective interest method.

Costs and Expenses Recognition

Costs and expenses are recognized in profit or loss when a decrease in future economic benefits related
to a decrease in an asset or an increase in a liability has arisen that can be measured reliably.

Cost of sales

Cost of sales is recognized when the related sale has met the criteria for recognition.

Operating expenses

Operating expenses are recognized in the period in which they are incurred.

Leases

The determination of whether an arrangement is, or contains, a lease is based on the substance of
the arrangement at the inception date and requires an assessment of whether the fulfillment of the
arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right
to use the asset. A reassessment is made after the inception of the lease only if one of the following
applies:

a. There is a change in contractual terms, other than a renewal or extension of the arrangement;
b. A renewal option is exercised and extension granted, unless the term of the renewal or extension
was initially included in the lease term;
c. There is a change in the determination of whether fulfillment is dependent on a specified asset; or
d. There is a substantial change to the asset.

When a reassessment is made, lease accounting shall commence or cease from the date when the
change in circumstances give rise to the reassessment for scenarios (a), (c) or (d) and at the date of
renewal or extension period for scenario (b).

The Group as a lessee

Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are
classified as operating leases. Operating lease payments are recognized as expense in profit or loss
on a straight-line basis over the lease term.

Retirement Benefits Costs

Defined benefit plans

CEC and CATSI are covered by a noncontributory defined benefit retirement plan. The net defined
benefit liability or asset is the aggregate of the present value of the defined benefit obligation at the
end of the reporting period reduced by the fair value of plan assets, adjusted for any effect of limiting
a net defined benefit asset to the asset ceiling. The asset ceiling is the present value of any economic
benefits available in the form of refunds from the plan or reductions in future contributions to the
plan. The cost of providing benefits under the defined benefit plans is actuarially determined using
the projected unit credit method.

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Actuarial valuations are made with sufficient regularity so that the amounts recognized in the financial
statements do not differ materially from the amounts that would be determined at the reporting date.

Defined benefit costs comprise the following:

• Service cost
• Net interest on the net defined benefit liability or asset
• Remeasurements of net defined benefit liability or asset

Service costs which include current service costs, past service costs and gains or losses on non-routine
settlements are recognized as expense in profit or loss. Past service costs are recognized when plan
amendment or curtailment occurs.

Net interest on the net defined benefit liability or asset is the change during the period in the net
defined benefit liability or asset that arises from the passage of time which is determined by applying
the discount rate based on high quality corporate bonds to the net defined benefit liability or asset.
Net interest on the net defined benefit liability or asset is recognized as expense or income in profit
or loss.

Remeasurements comprising actuarial gains and losses, return on plan assets and any change in the
effect of the asset ceiling (excluding net interest on defined benefit liability) are recognized
immediately in other comprehensive income in the period in which they arise. Remeasurements are
not reclassified to profit or loss in subsequent periods. These are retained in other comprehensive
income until full settlement of the obligation.

Plan assets are assets that are held by a long-term employee benefit fund. Plan assets are not available
to the creditors of the Group, nor can they be paid directly to the Group. The fair value of plan assets
is based on market price information.

When no market price is available, the fair value of plan assets is estimated by discounting expected
future cash flows using a discount rate that reflects both the risk associated with the plan assets and
the maturity or expected disposal date of those assets (or, if they have no maturity, the expected
period until the settlement of the related obligations). If the fair value of the plan assets is higher than
the present value of the defined benefit obligation, the measurement of the resulting defined benefit
asset is limited to the present value of economic benefits available in the form of refunds from the
plan or reductions in future contributions to the plan.

The Group’s right to be reimbursed of some or all the expenditure required to settle a defined benefit
obligation is recognized as a separate asset at fair value and when, and only when, reimbursement is
virtually certain.

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed
contributions into a separate entity and will have no legal or constructive obligation to pay further
amounts. Obligations for contributions to defined contribution pension plans are recognized as an
employee benefit expense in profit or loss in the periods during which services are rendered by
employees.

The Group has a defined contribution plan covering substantially all employees of Quintel USA and
Quintel Technology, Inc.

Foreign Currency-denominated Transactions

The consolidated financial statements are presented in US dollars, which is the Parent Company’s
functional and presentation currency. Transactions in foreign currencies are initially recorded at the
functional currency spot rate ruling at the date of the transaction. Outstanding monetary assets and
liabilities denominated in foreign currencies are retranslated at the functional currency rate of

- 90 -
exchange ruling at the balance sheet date.

All differences are taken to profit or loss. Non-monetary items that are measured in terms of historical
cost in a foreign currency are translated using the exchange rates as of the dates of the initial
transactions.

Income Taxes

Current income tax

Current income tax liabilities for the current and prior periods are measured at the amount expected
to be paid to the taxation authority. The tax rates and tax laws used to compute the amount are those
that are enacted or substantively enacted by the financial reporting date. Current income tax for the
current and prior periods, shall, to the extent unpaid, be recognized as a liability in the consolidated
balance sheet. If the amount already paid in respect of the current and prior periods exceeds the
amount due for those periods, the excess shall be recognized as an asset and be presented as part of
“Other current assets” in the consolidated balance sheet.

Deferred income tax

Deferred income tax is provided using the balance sheet liability method on temporary differences at
the financial reporting date between the tax bases of assets and liabilities and their carrying amounts
for financial reporting purposes.

Deferred income tax liabilities are recognized for all taxable temporary differences, except:

• where the deferred income tax liability arises from the initial recognition of goodwill or of an asset
or liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; and in respect of taxable temporary
differences associated with investments in subsidiaries and interests in joint ventures, where the
timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognized for all deductible temporary differences, carryforward of
unused tax credits from excess minimum corporate income tax (MCIT) over regular corporate income
tax (RCIT) and unused net operating loss carryover (NOLCO) to the extent that it is probable that
taxable profit will be available against which the deductible temporary difference, and the carryforward
of unused tax credits from excess MCIT over RCIT and unused NOLCO can be utilized, except:

• where the deferred income tax asset relating to the deductible temporary difference arises from the
initial recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

• in respect of deductible temporary differences associated with investments in subsidiaries and

interests in joint ventures, deferred income tax assets are recognized only to the extent that it is
probable that the temporary differences will reverse in the foreseeable future and taxable profit will
be available against which the temporary differences can be utilized.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to
allow all or part of the deferred tax asset to be utilized. Unrecognized deferred income tax assets are
reassessed at each balance sheet date and are recognized to the extent that it has become probable
that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to
the period when the asset is realized or the liability is settled, based on tax laws that have been
enacted or substantively enacted at the reporting date.

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Deferred income tax relating to items recognized directly in equity is recognized directly in equity and
not in profit or loss. Deferred tax items are recognized in correlation to the underlying transaction
either in other comprehensive income or directly in equity.

Deferred income tax assets and deferred income tax liabilities are offset if, and only if, a legally
enforceable right exists to offset current tax assets against current tax liabilities and the deferred tax
assets and liabilities relate to income taxes levied by the same taxation authority on either the same
taxable entity or different taxable entities which intend to either settle current tax liabilities and assets
on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period
in which significant amounts of deferred income tax assets or liabilities are expected to be settled or
recovered. Subsidiaries file income tax returns on an individual basis. Thus, the deferred income tax
assets and deferred income tax liabilities are offset on a per entity basis.

Earnings Per Share (“EPS”)

Basic EPS is calculated by dividing the net income for the year attributable to common shareholders
by the weighted average number of common shares outstanding during the year, with retroactive
adjustments for any stock dividends and stock split.

For the purpose of calculating diluted earnings per share, the net income and the weighted average
number of shares outstanding are adjusted for the effects of all dilutive potential common shares.

Operating Segments

The Group operating businesses are organized and managed separately according to the nature of
products as well as the geographical locations of businesses. The segments are segregated as follows:
(a) manufacture and sale of semiconductor packages based in the Philippines through CEC;
(b) manufacture and sale of radio frequency, microwave, and millimeter wave products based in the
Philippines through CATSI - Philippine Branch; and
(c) sale of advanced high-efficiency, high-performance antenna solutions for wireless cellular
networks based in the U.S. through Quintel. Information with respect to these subsidiaries is
disclosed in Note 4. The Group operates and derives its revenue from its domestic operation and
from its operation in the U.S. through Quintel.

Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result
of a past event and it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Where the Group expects some or all of a provision to be reimbursed, for example, under an insurance
contract, the reimbursement is recognized as a separate asset but only when the reimbursement is
virtually certain. The expense relating to any provision is presented in profit or loss, net of any
reimbursement. If the effect of the time value of money is material, provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects current market assessments
of the time value of money and, where appropriate, the risks specific to the liability. Where discounting
is used, the increase in the provision due to the passage of time is recognized as an interest expense.

Contingencies

Contingent liabilities are not recognized but are disclosed in the notes to consolidated financial
statements unless the possibility of an outflow of resources embodying economic benefit is remote.
Contingent assets are not recognized but are disclosed in the notes to consolidated financial
statements when an inflow of economic benefit is probable.

Events After the Balance Sheet Date

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 Post year-end events that provide additional information about the Group’s position at the balance
sheet date (adjusting events) are reflected in the consolidated financial statements. Post year-end
events that are not adjusting events are disclosed in the notes to consolidated financial statements
when material.

Results of Operations

The Company’s Consolidated Net Sales, Gross Profit, Net Income, EBITDA and EPS are provided in the
following table:

For the Three Months Ended March

31
2025 2024
In US$ Thousands except EPS (Unaudited) (Unaudited)

NET SALES $13,127 $15,237

COST OF SALES 9,837 10,838

GROSS PROFIT 3,290 4,399

NET INCOME 901 1,507

Basic/Diluted EPS 0.001 (0.002)

`
EBITDA 3,040 3,863

For the three-month period ending March 31, 2025 compared to the three-month period
ending March 31, 2024

Revenue

The Company achieved a consolidated revenue of US$13.1 million for the three months ending March 31,
2025, a decrease of 14% from US$15.2 million for the same period in 2024. The decrease accounted for
was mainly due to the decrease in revenue from semiconductor and RF/MW/mmW business.

Revenue contribution from Quintel for the three-month period ending March 31, 2025 amounted to US$
5.1 million, a 28% increase compared to US$4.0 million in the same period in 2024.

Revenues from the RF/MW/mmW and antenna manufacturing business before consolidation for the three
months ending March 31, 2025 amounted to US$2.2 million, a 47% decrease compared to the US$4.2
million for same period in 2024.

Revenues from the semiconductor business amounted to US$5.8 million in 2025 compared to US$7.1 million
for the same period in 2024, an 18% decrease.

Cost of Sales and Gross Margin

The Company’s cost of sales (COS) is composed of: raw materials, spare parts, supplies; direct salaries,
wages and employees’ benefits; depreciation and amortization; utility expenses directly attributable to
production, freight and duties; and others. The Company’s cost of sales decreased by 9% to US$9.8 million
for the three months ending March 31, 2025 from US$10.8 million for the same period in 2024.

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The decrease was mainly due to:

- Raw materials, spare parts, supplies and other inventories used decreased by 5% to US$5.7
million for the three months ending March 31, 2025, from US$6.0 million for the same period
in 2024.
- Depreciation and amortization decreased by 10% to US$1.3 million for the three months ending
March 31, 2025, from US$1.4 million for the same period in 2024.
- Inward freight and duties and others decreased by 40% to US$566 thousand for the three
months ending March 31, 2025, from US$939 thousand for the same period in 2024.
- Utilities decreased by 26% to US$610 thousand for the three months ending March 31, 2025,
from US$824 thousand for the same period in 2024.

The Company’s gross margin was 25% for the three months ending March 31, 2025 compared to the 29%
gross margin recorded for the same period in 2024.

Operating Expenses

The Company’s operating expenses for the three months ending March 31, 2025 amounted to
US$2.1 million, 8% lower compared to the US$2.2 million recorded during the same period in 2024.
The decrease was due to:

- Commissions decreased by 45% to US$90 thousand for the three-months ending

March 31, 2025, from US$163 thousand for the same period in 2024.
- Office supplies decreased by 9% to US$39 thousand for the three months ending
March 31,2025, from US$43 thousand for the same period in 2024.
- Transportation and travel decreased by 16% to US$63 thousand for the three months
ending March 31, 2025 from US$75 thousand for the same period in 2024.
- Entertainment, amusement and recreation decreased by 28% to US$12 thousand for
the three months ending March 31, 2025 from US$17 thousand for the same period
in 2024.
- Depreciation and amortization decreased by 18% to US$11 thousand for the three
months ending March 31, 2025 from US$13.5 thousand for the same period in 2024.
- Insurance decreased by 22% to US$31 thousand for the three months ending March
31, 2025 from US$39 thousand for the same period in 2024.

Income Before Income Tax

For the three months ending March 31, 2025, the Company recorded a net income before income tax of
US$931 thousand, a decrease of 40% compared with US$ 1.5 million recorded for the same period in 2024.

Provision for / Benefit from Income Tax

Provision for income tax for the three months ending March 31, 2025 amounted to US$30 thousand
compared with a provision for income tax of US$38 thousand for the same period in 2024.
Net Income After Tax

The Company’s net income after tax for the three months ending March 31, 2025 amounted to US$ 901
thousand, a decrease of 40% compared with US$1.5 million for the same period in 2024.

Total Comprehensive Income

The Company's total comprehensive income for the three months ending March 31, 2025 amounted to
US$ 901 thousand, compared to US$ 1.5 million for the same period in 2024, a 40% decrease.

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Financial Condition

For the three-month period ending March 31, 2025 compared to the period ending December
31, 2024

Assets

The Company’s cash and cash equivalent for the three months ending March 31, 2025 amounted to
US$11.05 million, compared with US$12.8 million for the period ending December 31, 2024, a decrease of
US$1.7 million or 14%.

Trade and other receivables for the three months ending March 31, 2025 amounted to US$34.4 million,
compared with US$36.6 million for the period ending December 31, 2024, a 6% decrease.

Inventory levels for the three months ending March 31, 2025 amounted to US$67.3 million, 1% higher than
the US$66.9 million for the period ending December 31, 2024.

Amounts owed by related parties for the three months ending March 31, 2025 amounted to US$189
thousand same as the US$186 thousand for the period ending December 31, 2024.

Non-current assets, comprised of Available-for-sale (AFS) financial asset, HTM investments, property, plant
and equipment (PPE), intangible assets, deferred income taxes and other noncurrent assets for the three
months ending March 31, 2025 amounted to US$142 million compared with US$143 million for the period
ending December 31, 2024, a decrease of 1%.

Liabilities

The Company’s current liabilities is comprised of trade and other payables, short-term loans, long-term
debt – current portion, amounts owed to related parties, and income tax payable. For the three months
ending March 31, 2025, current liabilities were at US$42.5 million, compared with US$46.9 million the period
ending December 31, 2024, a decrease of 9%.

For the three months ending March 31, 2025, the Company’s non-current liabilities, comprised of long-term
debt – net of current portion, retirement benefit obligation, and deferred income tax liability amounted to
US$8.8 million compared with US$8.7 million for the period ending December 31, 2024, a 0.44% increase.

Equity

The Company’s shareholders’ equity for the three months ending March 31, 2025 amounted to US$209.5
million compared with US$208.6 million for the period ending December 31, 2024.

Liquidity and Capital Resources

For the three months ending March 31, 2025, the Company’s principal sources of liquidity were cash from
sales of its products, and bank credit facilities. The Company expects to meet its working capital, capital
expenditure, dividend payment and investment requirements for the next 12 months primarily from the
proceeds of the short-term credit facilities and cash flows from operations. It may also from time to time
seek other sources of funding, which may include debt or equity financings, including dollar and peso-
denominated loans from Philippine banks, depending on its financing needs and market conditions.

For the next 12 months, the Company plans to increase its production further by increasing volume
deliveries to existing customers, entering into new production agreements, and expanding its customer
base through new product introduction and aggressive sales and marketing activities.

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The following table sets out the Company’s cash flows for the three months ending March 31, 2025 and
the same period in 2024.

For the three months

In US$ Thousands ending March 31
2025 2024
Net cash flows provided by/ (used for) operating activities 280 1,217
Net cash flows provided by/ (used for) investing activities (359) (327)
Net cash flows provided by/ (used for) financing activities (1,786) (5,792)
Net increase (decrease) in cash equivalents (1,745) (5,705)

Net Cash Flows from Operating Activities

Net cash outflow from used for operating activities was US$280 thousand for the three months ending
March 31, 2025, compared with US$1.2 million for the same period in 2024.

For the three months ending March 31, 2025, net income before tax was US$931 thousand. After
adjustments for depreciation, interest income/expense, operating net unrealized foreign exchange gains,
income before working capital was US$3.2 million. Changes in working capital, interest received and income
taxes resulted in a net cash flow from operating activities of US$280 thousand.

Investing Activities

Net cash outflow from investing activities amounted to US ($359) million for the three months ending March
31, 2025. Investing activities mainly involved increase in PPE and increase in non-current assets.

Financing Activities

Net cash flow used in from financing activities for the three months ending March 31, 2025 amounted to
US ($1.8) million. Major financing activities involved proceeds from availment of commercial paper,
payment of cash dividends, payment of interest, payment of short-term and long-term loans, and net
movement in amounts owed by and owed to related parties. For the same period in 2024 net cash flow
financing activities amounted to US$ ($5.8) million.

Material Changes to the Company’s Unaudited Income Statement as of March 31, 2025
compared to the Reviewed Income Statement as of March 31, 2024 (increase/decrease of 5%
or more)

• 14% decrease in net sales

Sales decrease for the business segments: CEC and CATSI

• 25% decrease in Gross Profit

The decreased in GP is due to lower sales brought about by the decrease of revenue from
Semiconductor business of 18% and decrease in revenues from CATSI of 47%

• 40% decrease in Income Before income Tax

Lower sales and lower operating profit margins

• 40% decrease in Net Income After Tax

Lower sales and lower operating profit margins

Material Changes to the Company’s Unaudited Balance Sheet as of March 31, 2025 compared
to the Audited Balance Sheet as of December 31, 2024 (increase/decrease of 5% or more)

• 14% decrease in Cash and Cash Equivalent

Increase in working capital requirements

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• 6% decrease in Trade and Other Receivables – Net
More collection from customer

• 10% increase in Short-term Loans

Additional availment of short-term credit

KEY PERFORMANCE INDICATORS

The Company’s top five (5) key performance indicators are listed below:

Amounts in thousand US$, Full year Full year 2025

except ratios, and were 2023 2024 Three
indicated months
EBITDA 20,869 15,732 3,040
EBITDA Margin 29% 25% 23%
Sales Growth/(Decline) (14%) (19%) (14%)
Current Ratio (x) 3.06x 2.58x 2.79x
Earnings per share (US$) (0.004) (0.009) 0.001

Note:
*Earnings per Share was calculated using CHPC’s average outstanding common shares for the years 2025
and 204
**Earning per share was calculated less dividends for preferred shares which has a fixed amount per quarter

▪ EBITDA and EBITDA Margin

Earnings before interest, tax, depreciation and amortization (EBITDA) provides an indication of the rate
of earnings growth achieved.

The EBITDA margin shows earnings before interest, tax, depreciation and amortization as a percentage
of revenue. It is a measure of how efficiently revenue is converted into EBITDA.

EBITDA and EBITDA Margin are not measures of performance under PFRS, and investors should not
consider EBITDA and EBITDA Margin in isolation or as alternatives to net income as an indicator of our
Company’s operating performance or to cash flow from operating, investing and financing activities as
a measure of liquidity, or any other measures of performance under PFRS. Because there are various
EBITDA and EBITDA Margin calculation methods, the Company’s presentation of these measures may
not be comparable to similarly titled measures used by other companies.

- 97 -
 The following table sets out the Company’s EBITDA after consolidation entries.

For Three Months

For the years ended December 31 Ended March 31

In US$ 000 2023 2024 2025

Net income 8,598 5,119 901
Add back:
Interest expense/income-net 3,783 2,785 391
Provision for / Benefit from
income tax 603 554 30
Depreciation and
Amortization 7,884 7,274 1,717
EBITDA 20,869 15,732 3,040

The table sets forth a reconciliation of the Company’s consolidated EBITDA to consolidated net income.

For Three Months

For the years ended December 31 Ended March 31

In US$ 000 2023 2024 2025

EBITDA 20,869 15,732 3,040
Deduct:
Interest expense/income-net (3,783) 2,785 (391)
Provision for / Benefit from
income tax (603) 554 (30)
Depreciation and
amortization (7,884) 7,274 (1,717)
Net Income 8,598 5,119 901

▪ Sales growth

Sales growth is a key indicator of the Company’s ability to grow the business

▪ Current ratio

Current ratio measures a company’s short-term liquidity, i.e. its ability to pay its debts that are due
within the next 12 months. It is expressed as the ratio between current assets and current liabilities.

• Earnings per share

Earnings per share show the Company’s attributable profit earned per common share. At constant
outstanding number of shares, as the Company's earnings increase, the earnings per share
correspondingly increase.

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FINANCIAL RISK DISCLOSURE

The Company is not aware of any known trends, demands, commitments, events or uncertainties that will
have a material impact on the Company’s liquidity.

The Company is not aware of any event that will trigger direct or contingent financial obligation that is
material to the Company, including default or acceleration of any obligation.

The Company does not have any off-balance sheet transactions, arrangements, obligations (including
contingent obligations), and other relationships with unconsolidated entities or other persons created during
the reporting period.

The Company is not aware of any trends, events or uncertainties that have had or that are reasonably
expected to have a material favorable or unfavorable impact on net sales/revenues/income from continuing
operations.

The Company does not have any significant elements of income or loss that did not arise from its continuing
operations.

The Company does not have any seasonal aspects that had a material effect on the financial conditions or
results of operations.

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CIRTEK HOLDINGS PHILIPPINES CORPORATION
FINANCIAL SOUNDNESS INDICATORS
MARCH 31, 2025 AND DECEMBER 31, 2024

MARCH 31, December 31,

Ratios Formula 2025 2024
(i) Current Ratio Current Assets/Current Liabilities 2.79 2.58
(ii) Debt/Equity Ratio Bank Debts / Total Equity
1
0.15 0.21
(iii) Net Debt/Equity Bank Debts -Cash &
1

Ratio Equivalents/Total Equity 0.15 0.14

(iii) Asset to Equity
Ratio Total Assets/Total Equity 1.24 1.27
(iv) Interest Cover
Ratio EBITDA2/Interest Expense 7.77 3.04
(v) Profitability
Ratios
GP Margin Gross Profit/Revenues 0.25 0.32
Net Profit Margin Net Income/Revenues 0.07 0.09
EBITDA Margin EBITDA/Revenues 0.23 0.14
Return on Assets Net Income/Total Assets 3
0.00 0.02
Return on Equity Net Income/Total Equity 3
0.00 0.02

1 Sum of short-term loans and long-term debts

2 EBITDA is calculated as income before income tax plus depreciation and amortization and financial
income (expense).

3 Based on balances as at March 31, 2025 and December 31, 2024

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Results of Operations

The Company’s Consolidated Net Sales, Gross Profit, Net Income, EBITDA and EPS are provided in the
following table:

For the Years Ended

In US$ Thousands except EPS 2024 2023

NET SALES $58,729 $72,844

COST OF SALES (40,126) (51,758)

GROSS PROFIT 18,603 21,086

NET INCOME 5,141 7,689

Basic/Diluted EPS ($0.009) ($0.004)

EBITDA $15,732 $20,869

For the period ending 31 December 2024 compared to the period ending 31 December 2023

Revenue

The Company recorded consolidated revenue of US$58.7 million for the period ending December 31, 2024,
a decrease 19% from US$72.8 million for the same period in 2023. The decrease accounted for was mainly
due to 24% decrease in revenue of semiconductor business; and 49% decrease in revenue of from the
RF/MW/mmW business.

Revenue contribution from Quintel for the period ending 31 December 2024 amounted to US$27.5 million
compared to US$17.3 million for the same period in 2023.

Revenues from the RF/MW/mmW and antenna manufacturing business before consolidation for the period
ending 31 December 2024 amounted to US$9.9 million, a 49% decrease compared to the US$19.6 million
for same period in 2023.

Revenues from the semiconductor business amounted to US$27.5 million for the period ending 31
December 2024 compared to US$36 million for the same period in 2023 a 24% decrease.

Cost of Sales and Gross Margin

The Company’s cost of sales (COS) is composed of: raw materials, spare parts, supplies; salaries, wages
and employees’ benefits; depreciation and amortization; utility expenses directly attributable to production,
freight and duties; and others. The Company’s cost of sales decreased by 22% to US$40.1 million for the
period ending 31 December 2024 from US$51.8 million for the same period in 2023. The decrease was
mainly due to:

- Raw materials, spare parts, supplies and other inventories used decreased by 35% to US$20.5
million for the period ending 31 December 2024 from US$31.6 million for the same period in
2023.

- Salaries, wages and employees’ benefits decreased by 2% to US$7.2 million for the period
ending 31 December 2023 from US$7.4 million for the same period in 2023.

- 101 -
 - Depreciation and amortization decreased by 9% to US$7.2 million for the period ending 31
December 2023 from US$7.9 million for the same period in 2023.

- Utilities decreased by 7% to US$3.6 million for the period ending 31 December 2024, from
US$3.9 million for the same period in 2023.

The Company’s gross margin was 32% for the period ending 31 December 2024, compared to 29% gross
margin recorded for the same period in 2023.

Operating Expenses

The Company’s operating expenses for the period ending 31 December 2024 amounted to US$9.5 million,
5% higher compared to the US$9.0million recorded during the same period in 2023. The increase is due
to:
- Commissions increased by 31% to US$1.3 for the period ending 31 December 31, 2024, from
US$999 thousand for the same period in 2023.
- Utilities increased by 8% to US$435 thousand for the period ending 31 December 31, 2023,
from US$401 thousand for the same period in 2023.
- Transportation and travel increased by 39% to US$304 thousand for the period ending 31
December 2024, from US$219 thousand for the same period in 2023.
- Insurance increased by 2% to US$118 thousand for the period ending 31 December 2024 from
US$115 thousand for the same period in 2023.

Income Before Income Tax

For the period ending 31 December 2024, the Company recorded a net income before income tax of US$5.7
million, a decrease of 38% compared with US$9.2 million recorded for the same period in 2023.

Provision for / Benefit from Income Tax

Benefit from income tax for the period ending 31 December 2024 amounted to US$0.55 million compared
with a provision for income tax of US$0.60 million for the same period in 2023.

Net Income After Tax

The Company’s net income from continuing operations for the period ending 31 December 2024 amounted
to US$5.12 million, a decrease of 40% compared with US$8.6 million for the same period in 2023. The
decrease was brought about by the decrease of revenue.

Total Comprehensive Income

The Company's total comprehensive income for the period ending 31 December 2024 amounted to US$5.1
million, compared to US$7.7 million for the same period in 2023, a decrease of 33% mainly due to the
decrease of Revenue.

- 102 -
Financial Condition

For the period ending December 31, 2024 compared to the period ending December 31, 2023

Assets

The Company’s cash and cash equivalent for the period ending 31 December 2024 amounted to US$12.8
million, compared with US$36.7 million for the period ending 31 December 2023, a decrease of US$24
million or 65%.

Trade and other receivables for the period ending 31 December 2024 amounted to US$36.6 million,
compared with US$33.4million for the period ending 31 December 2023, a 10% increase.

Inventory levels for the period ending 31 December 2024 amounted to US$66.9 million, 12% higher
compared with US$59.4 million for the period ending 31 December 2023.

Due from related parties for the period ending 31 December 2024 amounted to US$0.19 million compared
to US$0.19 million for the period ending 31 December 2023.

Non-current assets, comprised of Other financial asset at amortized cost, investment property, property,
plant and equipment (PPE), intangible assets, right-of-use-asset, deferred income taxes and other
noncurrent assets for the period ending 31 December 2024 amounted to US$143 million compared with
US$150 million for the period ending 31 December 2023.

Liabilities

The Company’s current liabilities is comprised of trade and other payables, short-term loans, long-term
debt – current portion, amounts owed to related parties, Dividend payable, Lease liability-current portion,
deposit for future stock subscription and income tax payable. For the period ending 31 December 2024,
current liabilities were at US$46.9 million, compared with US$44.0 million the period ending 31 December
2023, a increase of 7%.

For the period ending 31 December 2024, the Company’s non-current liabilities, comprised of long-term
debt – net of current portion, lease liability, retirement benefit obligation, and deferred income tax liability
amounted to US$8.7 million compared with US$26.3 million for the period ending 31 December 2023, a
67% decreased.

Equity

The Company’s shareholders’ equity for the period months ending 31 December 2024 amounted to
US$208.6 million compared with US$214.5 million for the period ending 31 December 2023

Liquidity and Capital Resources

For the period ending 31 December 2024, the Company’s principal sources of liquidity were cash from sales
of its products, bank credit facilities, proceeds from its corporate note’s issuances, and proceeds from its
follow-on offering. The Company expects to meet its working capital, capital expenditure, dividend payment
and investment requirements for the next 12 months primarily from the proceeds of the Company’s follow-
on offering, proceeds of the Company’s corporate notes issuances, short-term credit facilities and cash
flows from operations. It may also from time to time seek other sources of funding, which may include
debt or equity financings, including dollar and peso-denominated loans from Philippine banks, depending
on its financing needs and market conditions.

For the next twelve (12) months, the Company plans to increase its production further by increasing volume
deliveries to existing customers, entering into new production agreements, and expanding its customer
base through new product introduction and aggressive sales and marketing activities.

- 103 -
The following table sets out the Company’s cash flows for the period months ending December 31, 2024
and the same period in 2023.

In US$ Thousands For the years ended

2024 2023
Net cash flows provided by/ (used for) operating activities 2,731 26,828
Net cash flows provided by/ (used for) investing activities (1,256) (2,120)
Net cash flows provided by/ (used for) financing activities (25,031) (33,106)
Net increase (decrease) in cash equivalents (23,908) (7,595)

Net Cash Flows from Operating Activities

Net cashflow used for operating activities was US$2,731 million for the period ending 31 December 2024,
compared with net cash inflow of US$26.8 million for the same period in 2023.

Investing Activities

Net cash outflow used for investing activities amounted to (US$1.2) million for the period ending 31
December 2024 compared to US$(2.1) million in the same period in 2023. Investing activities mainly
involved decrease in PPE.

Financing Activities

Net cash flow from financing activities for the period ending 31 December 2024 amounted to (US$25)
million. Major financing activities involved proceeds from availment of short-term loans, less acquisition of
parent company shares by subsidiary, payment of cash dividends, payment of interest, payment of short-
term and long-term loans, and net movement in amounts owed by and owed to related parties. For the
same period in 2023 net cash flow from financing activities amounted to US$(33.1) million.

Material Changes to the Company’s Audited Income Statement as of December 31, 2024
compared to the Audited Income Statement as of December 31, 2023 (increase/decrease of
5% or more)

• 19% decrease in net sales

- Decrease in revenue contribution of CEC, and CATSI

• 22% decrease in cost of sales

- Decrease in raw materials, spare parts, supplies and other inventories used, salaries, wages
and employees’ benefits, Depreciation and amortization, and Utilities

• 5% increase in operating expenses

- Increase in Commissions, Utilities, Transportation and travel, Insurance

• 38% decrease in Income Before income Tax

- Decrease in revenue

- 104 -
Material Changes to the Company’s Audited Balance Sheet as of December 30, 2024 compared
to the Audited Balance Sheet as of December 31, 2023 (increase/decrease of 5% or more)

• 65% decrease in Cash and Cash Equivalent

- Decrease in net cash flow from financing activities
• 10% increase in Trade and Other Receivables – Net
- More collection for certain major customers

• 131% increase in Long-term debt

- Additional availment of Long-term loans

KEY PERFORMANCE INDICATORS

The Company’s top five (5) key performance indicators are listed below:

Amounts in thousand 2022 2023 2024

US$, except ratios, and Full Year Full Year Full Year
were indicated
EBITDA 24,291 20,869 15,732
EBITDA Margin 29% 29% 27%
Sales Growth/Decline 21% (14%) (19%)
Current Ratio (x) 2.5x 3.06x 2.58x
Earnings per share (US$) 0.004 (0.004) (0.009)

Note:
*Earnings per Share was calculated using CHPC’s average outstanding common shares for the years 2024 and 2023
**Earning per share was calculated less dividends for preferred shares which has a fixed amount per quarter

▪ EBITDA and EBITDA Margin

Earnings before interest, tax, depreciation and amortization (EBITDA) provides an indication of the rate
of earnings growth achieved.

The EBITDA margin shows earnings before interest, tax, depreciation and amortization as a percentage
of revenue. It is a measure of how efficiently revenue is converted into EBITDA.

EBITDA and EBITDAR Margin are not measures of performance under PFRS, and investors should not
consider EBITDA and EBITDA Margin in isolation or as alternatives to net income as an indicator of our
Company’s operating performance or to cash flow from operating, investing and financing activities as
a measure of liquidity, or any other measures of performance under PFRS. Because there are various
EBITDA and EBITDA Margin calculation methods, the Company’s presentation of these measures may
not be comparable to similarly titled measures used by other companies.

The following table sets out the Company’s EBITDA after consolidation entries.

For the years ended

December 31

In US$ 000 2022 2023 2024

Net income 11,343 8,598 5,119
Add back:
Interest expense/income-net 4,718 3,783 2,785
Provision for / Benefit from
income tax 661 603 554
Depreciation and 7,569 7,884 7,274

- 105 -
 Amortization
EBITDA 24,291 20,869 15,732

The table sets forth a reconciliation of the Company’s consolidated EBITDA to consolidated net income.

For the years ended

December 31

In US$ 000 2022 2023 2024

EBITDA 24,291 20,869 15,732
Deduct:
Interest expense/income-net (4,718) (3,783) (2,785)
Provision for / Benefit from
income tax (661) (603) (554)
Depreciation and
amortization (7,569) (7,884) (7,274)
Net Income 11,343 8,598 5,119

▪ Sales growth

Sales growth is a key indicator of the Company’s ability to grow the business

▪ Current ratio

Current ratio measures a company’s short-term liquidity, i.e. its ability to pay its debts that are due
within the next 12 months. It is expressed as the ratio between current assets and current liabilities.

• Earnings per share

Earnings per share show the Company’s attributable profit earned per common share. At constant
outstanding number of shares, as the Company's earnings increase, the earnings per share
correspondingly increase.

FINANCIAL RISK DISCLOSURE

The Company is not aware of any known trends, demands, commitments, events or uncertainties that will
have a material impact on the Company’s liquidity.

The Company is not aware of any event that will trigger direct or contingent financial obligation that is
material to the Company, including default or acceleration of any obligation.

The Company does not have any off-balance sheet transactions, arrangements, obligations (including
contingent obligations), and other relationships with unconsolidated entities or other persons created during
the reporting period.

The Company has allocated up to US$5 Million for capital expenditure for full year 2024, from the proceeds
of the Company’s cash flows from operations. It may also from time to time seek other sources of funding,
which may include debt or equity financings, including dollar and peso-denominated loans from Philippine
banks, depending on its financing needs and market conditions.

The Company is not aware of any trends, events or uncertainties that have had or that are reasonably
expected to have a material favorable or unfavorable impact on net sales/revenues/income from continuing
operations.

- 106 -
The Company does not have any significant elements of income or loss that did not arise from its continuing
operations.

The Company does not have any seasonal aspects that had a material effect on the financial conditions or
results of operations.

- 107 -
CIRTEK HOLDINGS PHILIPPINES CORPORATION AND SUBSIDIARIES
SCHEDULE III - FINANCIAL SOUNDNESS INDICATORS
DECEMBER 31, 2024 AND 2023

1
Sum of short-term loans and long-term debts
2
EBITDA is calculated as income before income tax plus depreciation and amortization and financial income
(expense).
3
Based on balances as at December 31, 2024 and 2023

- 108 -
Results of Operations

The Company’s Consolidated Net Sales, Gross Profit, Net Income, EBITDA and EPS are provided in the
following table:

For the Years Ended

In US$ Thousands except EPS 2023 2022

NET SALES $72,844 $84,774

COST OF SALES (51,758) (62,496)

GROSS PROFIT 21,086 22,278

NET INCOME 7,689 9,486

Basic/Diluted EPS ($0.004) $0.004

EBITDA $20,869 $24,291

For the period ending December 31, 2023 compared to the period ending December 31, 2022

Revenue

The Company recorded consolidated revenue of US$72.8 million for the period ending December 31, 2023,
a decrease of 14% from US$84.8 million for the same period in 2022. The decrease accounted for was
mainly due to 4% decrease in revenue of semiconductor business; 1% decrease in revenue of from the
RF/MW/mmW business and 37% decrease in Quintel business. The decrease accounted for was mainly due
to lower volume of orders compared to that in 2022. In order to mitigate the losses incurred, the Company
aims to broaden its existing customer base, as well as its geographic coverage.

Revenue contribution from Quintel for the period ending December 31, 2023 amounted to US$17.3 million
compared to US$27.4 million for the same period in 2022.

Revenues from the RF/MW/mmW and antenna manufacturing business before consolidation for the period
ending December 31, 2023 amounted to US$19.6 million, a 1% decrease compared to the US$19.8 million
for same period in 2022.

Revenues from the semiconductor business amounted to US$36 million for the period ending December
31, 2023 compared to US$37.6 million for the same period in 2022 a 4% decrease.

Cost of Sales and Gross Margin

The Company’s cost of sales (COS) is composed of: raw materials, spare parts, supplies; salaries, wages
and employees’ benefits; depreciation and amortization; utility expenses directly attributable to production,
freight and duties; and others. The Company’s cost of sales decreased by 17% to US$51.8 million for the
period ending December 31, 2023 from US$62.5 million for the same period in 2022. The decrease was
mainly due to:

- Raw materials, spare parts, supplies and other inventories used decreased by 15% to US$31.6
million for the period ending December 31, 2023 from US$37.2 million for the same period in
2022.

- 109 -
 - Salaries, wages and employees’ benefits decreased by 17% to US$7.4 million for the period
ending December 31, 2023 from US$8.9 million for the same period in 2022.

- Utilities decreased by 26% to US$3.9 million for the period ending December 31, 2023, from
US$5.3 million for the same period in 2022.

- Inward freight and duties and others decreased by 74% to US$976 thousand for the period
ending December 31, 2023, from US$3.7 million for the same period in 2022.

The Company’s gross margin was 29% for the period ending December 31, 2023, compared to 26% gross
margin recorded for the same period in 2022.

Operating Expenses

The Company’s operating expenses for the period ending December 31, 2023 amounted to US$9.0 million,
6% lower compared to the US$9.7 million recorded during the same period in 2022. The decrease is due
to:
- Salaries, wages and employees’ benefits decreased by 15% to US$4.1 million for the period
ending December 31, 2023, from US$4.9 million for the same period in 2022.
- Commissions decreased by 26% to US$999 thousand for the period ending December 31, 2023,
from US$1.4 million for the same period in 2022.
- Taxes and licenses decreased by 15% to US$360 thousand for the period ending December
31, 2023, from US$423 thousand for the same period in 2022.
- Entertainment, amusement and recreation decreased by 41% to US$99 thousand for the period
ending December 31, 2023, from US$166 thousand for the same period in 2022.
- Depreciation and amortization decreased by 25% to US$60 thousand for the period ending
December 2023 from US$80 thousand for the same period in 2022.

Income Before Income Tax

For the period ending December 31, 2023, the Company recorded a net income before income tax of
US$9.2 million, a decrease of 23% compared with US$12million recorded for the same period in 2022. The
decrease was brought about by the decrease of revenue.

Provision for / Benefit from Income Tax

Benefit from income tax for the period ending December 31, 2023 amounted to US$0.60 million compared
with a provision for income tax of US$0.66 million for the same period in 2022.

Net Income After Tax

The Company’s net income from continuing operations for the period ending December 31, 2023 amounted
to US$8.6million, a decrease of 24% compared with US$11.3 million for the same period in 2022. The
decrease was brought about by the decrease of revenue.

Total Comprehensive Income

The Company's total comprehensive income for the period ending December 31, 2023 amounted to US$7.7
million, compared to US$9.5 million for the same period in 2022, a decrease of 19% mainly due to the
decrease of revenue.

- 110 -
Financial Condition

For the period ending December 31, 2023 compared to the period ending December 31, 2022

Assets

The Company’s cash and cash equivalent for the period ending December 31, 2023 amounted to US$36.7
million, compared with US$44.3 million for the period ending December 31, 2022, a decrease of US$7.6
million or 17%.

Trade and other receivables for the period ending December 31, 2023 amounted to US$33.4 million,
compared with US$36.5 million for the period ending December 31, 2022, a 9% decrease. The decrease
accounted for was mainly due to delay in the payment of customers. The Company will continue to have
an intensive collection drive to further reduce the receivable from customers.

Inventory levels for the period ending December 31, 2023 amounted to US$59.4 million, 12% lower
compared with US$67.6 million for the period ending December 31, 2022.

Due from related parties for the period ending December 31, 2023 amounted to US$0.19 million compared
to US$0.34 million for the period ending December 31, 2022.

Non-current assets, comprised of Other financial asset at amortized cost, investment property, property,
plant and equipment (PPE), intangible assets, right-of-use-asset, deferred income taxes and other
noncurrent assets for the period ending December 31, 2023 amounted to US$150 million compared with
US$156 million for the period ending December 31, 2022.

Liabilities

The Company’s current liabilities is comprised of trade and other payables, short-term loans, long-term
debt – current portion, amounts owed to related parties, Dividend payable, Lease liability-current portion,
deposit for future stock subscription and income tax payable. For the period ending December 31, 2023,
current liabilities were at US$44.0 million, compared with US$63.2 million the period ending December 31,
2022, a decrease of 30%.

For the period ending December 31, 2023, the Company’s non-current liabilities, comprised of long-term
debt – net of current portion, lease liability, retirement benefit obligation, and deferred income tax liability
amounted to US$26.3 million compared with US$30.5 million for the period ending December 31, 2022, a
14% decreased.

Equity

The Company’s shareholders’ equity for the period months ending December 31, 2023 amounted to
US$214.5 million compared with US$217.8 million for the period ending December 31, 2022.

Liquidity and Capital Resources

For the period ending December 31, 2023, the Company’s principal sources of liquidity were cash from
sales of its products,and bank credit facilities,. The Company expects to meet its working capital, capital
expenditure, dividend payment and investment requirements for the next twelve (12) months primarily
from the proceeds of the Company’s bank credit facilities and cash flows from operations. It may also from
time to time seek other sources of funding, which may include debt or equity financings, including dollar
and peso-denominated loans from Philippine banks, depending on its financing needs and market
conditions.

- 111 -
For the next twelve (12) months, the Company plans to increase its production further by increasing volume
deliveries to existing customers, entering into new production agreements, and expanding its customer
base through new product introduction and aggressive sales and marketing activities.

The following table sets out the Company’s cash flows for the period months ending December 31,
2023 and the same period in 2022.

In US$ Thousands For the years ended

2023 2022
Net cash flows provided by/ (used for) operating activities 26,666 38,457
Net cash flows provided by/ (used for) investing activities (2,120) (21,745)
Net cash flows provided by/ (used for) financing activities (32,944) (44,005)
Net increase (decrease) in cash equivalents (7,595) (27,118)

Net Cash Flows from Operating Activities

Net cashflow used for operating activities was US$26.7 million for the period ending December 31, 2023,
compared with net cash inflow of US$38.5 million for the same period in 2022.

Investing Activities

Net cash outflow used for investing activities amounted to US$(2.1) million for the period ending December
31, 2023 compared to US$(21.7) million in the same period in 2022. Investing activities mainly involved
decrease in PPE.

Financing Activities

Net cash flow from financing activities for the period ending December 31, 2023 amounted to US$(32.9)
million. Major financing activities involved proceeds from availment of short-term loans, less acquisition of
parent company shares by subsidiary, payment of cash dividends, payment of interest, payment of short-
term and long-term loans, and net movement in amounts owed by and owed to related parties. For the
same period in 2022 net cash flow from financing activities amounted to US$(44.0) million.

Material Changes to the Company’s Audited Income Statement as of December 31, 2023
compared to the Audited Income Statement as of December 31, 2022 (increase/decrease of
5% or more)

• 14% decrease in net sales

- Decrease in revenue contribution of CEC, CATSI and Quintel

• 17% decrease in cost of sales

- Decrease in raw materials, spare parts, supplies and other inventories used, salaries, wages
and employees’ benefits, Utilities, Inward freight duties and others

• 6% decrease in operating expenses

- Decrease in Salaries, wages and employees’ benefits, Commissions, Entertainment, Taxes and
licenses, and Depreciation and amortization

• 23% decrease in Income Before income Tax

- Decrease in revenue

- 112 -
Material Changes to the Company’s Audited Balance Sheet as of December 30, 2023 compared
to the Audited Balance Sheet as of December 31, 2022 (increase/decrease of 5% or more)

• 17% decrease in Cash and Cash Equivalent

- Decrease in net cash flow from financing activities
• 9% decrease in Trade and Other Receivables – Net
- More collection for certain major customers

• 18% decrease in Long-term debt

- Payment to Long-term loans

KEY PERFORMANCE INDICATORS

The Company’s top five (5) key performance indicators are listed below:

Amounts in 2022 2023

thousand US$, Full Year Full Year
except ratios, and
were indicated
EBITDA 24,291 20,869
EBITDA Margin 29% 29%
Sales 21% (14%)
Growth/Decline
Current Ratio (x) 2.5x 3.06x
Earnings per share 0.004 (0.004)
(US$)

Note:
*Earnings per Share was calculated using CHPC’s average outstanding common shares for the years 2023 and 2022
**Earning per share was calculated less dividends for preferred shares which has a fixed amount per quarter

▪ EBITDA and EBITDA Margin

Earnings before interest, tax, depreciation and amortization (EBITDA) provides an indication of the rate
of earnings growth achieved.

The EBITDA margin shows earnings before interest, tax, depreciation and amortization as a percentage
of revenue. It is a measure of how efficiently revenue is converted into EBITDA.

EBITDA and EBITDAR Margin are not measures of performance under PFRS, and investors should not
consider EBITDA and EBITDA Margin in isolation or as alternatives to net income as an indicator of our
Company’s operating performance or to cash flow from operating, investing and financing activities as
a measure of liquidity, or any other measures of performance under PFRS. Because there are various
EBITDA and EBITDA Margin calculation methods, the Company’s presentation of these measures may
not be comparable to similarly titled measures used by other companies.

- 113 -
 The following table sets out the Company’s EBITDA after consolidation entries.

For the years ended

December 31

In US$ 000 2021 2022 2023

Net income 8,140 11,343 8,598
Add back:
Interest expense/income-net 5,469 4,718 3,783
Provision for / Benefit from
income tax (105) 661 603
Depreciation and
Amortization 7,301 7,569 7,884
EBITDA 20,804 24,291 20,869

The table sets forth a reconciliation of the Company’s consolidated EBITDA to consolidated net income.

For the years ended

December 31

In US$ 000 2021 2022 2023

EBITDA 20,804 24,291 20,869
Deduct:
Interest expense/income-net (5,469) (4,718) (3,783)
Provision for / Benefit from
income tax (105) (661) (603)
Depreciation and
amortization (7,301) (7,569) (7,884)
Net Income 8,140 11,343 8,598

▪ Sales growth

Sales growth is a key indicator of the Company’s ability to grow the business

▪ Current ratio

Current ratio measures a company’s short-term liquidity, i.e. its ability to pay its debts that are due
within the next twelve (12) months. It is expressed as the ratio between current assets and current
liabilities.

• Earnings per share

Earnings per share show the Company’s attributable profit earned per common share. At constant
outstanding number of shares, as the Company's earnings increase, the earnings per share
correspondingly increase.

- 114 -
Plan of Operation

a. There are no known trends, events or uncertainties that will result in the Company’s liquidity increasing
or decreasing in a material way. There were no events that will trigger direct or contingent financial
obligation that is material to the Company, including any default or acceleration of an obligation. There are
no seasonal aspects that may have a material effect on the financial condition of the Company. The
Company can satisfy its cash requirements for the next twelve months without raising additional funds.
Nonetheless, the Company is looking to raise additional funds in the next twelve months to further increase
its liquidity.

b. The Company’s investments in research and development carry significant cost. Such research and
development are necessary to Quintel's product development and intellectual property creation leading to
various patents that further improve Quintel's position as a leading innovator in the industry.

c. As of this writing, there are no known expected purchase or sale of plant and significant equipment.

d. As of this writing, there are no known expected significant changes in the number of employees.

FINANCIAL RISK DISCLOSURE

The Company is not aware of any known trends, demands, commitments, events or uncertainties that will
have a material impact on the Company’s liquidity.

The Company is not aware of any event that will trigger direct or contingent financial obligation that is
material to the Company, including default or acceleration of any obligation.

The Company does not have any off-balance sheet transactions, arrangements, obligations (including
contingent obligations), and other relationships with unconsolidated entities or other persons created during
the reporting period.

The Company has allocated up to US$1 Million for capital expenditure for full year 2023 from the proceeds
of the Company’s Commercial Paper and cash flows from operations. It may also from time to time seek
other sources of funding, which may include debt or equity financings, including dollar and peso-
denominated loans from Philippine banks, depending on its financing needs and market conditions.

The Company is not aware of any trends, events or uncertainties that have had or that are reasonably
expected to have a material favorable or unfavorable impact on net sales/revenues/income from continuing
operations.

The Company does not have any significant elements of income or loss that did not arise from its continuing
operations.

The Company does not have any seasonal aspects that had a material effect on the financial conditions or
results of operations.

As of December 31, 2023, there were no material events or uncertainties known to management that had
a material impact on past performance, or that would have a material impact on the future operations, in
respect of the following:

- Any Known Trends, Events or Uncertainties (Material Impact on Liquidity) Material

commitments for capital expenditures that are reasonably expected to have a material impact
on the Company's short-term or long-term liquidity;

- Events that will trigger direct or contingent financial obligation that is material to the company,
including any default or acceleration of an obligation;

- 115 -
 - All material off-balance sheet transactions, arrangements, obligations (including contingent
obligations), and other relationships of the company with unconsolidated entities or other
persons created during the reporting period; and

- Description of any material commitments for capital expenditures, general purpose of such
commitments, expected sources of funds for such expenditures:
o Any Known Trends, Events or Uncertainties (Material Impact on Sales)
o Any Significant Elements of Income or Loss (from continuing operations)

CIRTEK HOLDINGS PHILIPPINES CORPORATION AND SUBSIDIARIES

SCHEDULE III - FINANCIAL SOUNDNESS INDICATORS
DECEMBER 31, 2023 AND 2022

December 31, December 31,

Ratios Formula 2023 2022
Current Assets/Current
(i) Current Ratio Liabilities 3.06 2.47
(ii) Debt/Equity Ratio Bank Debts/Total Equity 0.20 0.28
(iii) Net Debt/Equity Bank Debts/Cash &
Ratio Equivalents/Total Equity 0.19 0.08
(iii) Assets to Equity
Ratio Total Assets/Total Equity 1.33 1.43
EBITDA / Interest
(iv) Interest Cover Ratio Expense 5.45 5.15
(v) Profitability
Ratio
GP Margin Gross Profit/Revenues 0.29 0.26
Net Profit Margin Net Income/Revenues 0.11 0.13
EBITDA Margin EBITDA Revenues 0.28 0.29
Return on Assets Net Income/Total Assets 0.03 0.04
Return on Equity Net Income/Total Equity 0.04 0.05

1
Sum of short-term loans and long-term debts
2
EBITDA is calculated as income before income tax plus depreciation and amortization and financial
income (expense).
3
Based on balances as at December 31, 2023 and 2022

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ITEM 7 FINANCIAL STATEMENTS

Please see attached Audited Financial Statements ending 31 December 2023

ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

There are no changes in and disagreements with the accountants regarding accounting and financial
disclosure.

The previous external auditor of the Company was SGV & Co., with Mr. Kristopher S. Catalan as the handling
partner.

The Stockholders, upon recommendation by the management and the Audit and Risk Management
Committee, approved the appointment of R.S. Bernaldo & Associates ("RSBA") as the Company’s external
auditor on 30 July 2020.

Management, after careful study, deemed that the audit requirements of the Company will be best
addressed by RSBA.

ITEM 9 INDEPENDENT PUBLIC ACCOUNTANT AND AUDIT-RELATED FEES

The Corporation’s public accountant is the accounting firm, R.S. Bernaldo & Associates. They are being
recommended for election, approval, and ratification for the current fiscal year. The appointment of the
external auditor to the Board of Directors is upon recommendation by the Audit and Risk Management
Committee with Mr. Bernardino Ramos as the Chairman of the Committee.

External Audit Fees and Services (in Php)

The Audit Committee approves the policies and procedures for the above services by observing the
independence of parties and by carrying out transaction at arms-length basis.

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 PART III – CONTROL AND COMPENSATION INFORMATION

ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE ISSUER

The Directors of the Corporation were elected at the annual meeting of the stockholders of the Corporation
to hold office until the next succeeding annual meeting of the stockholders and until the respective
successors have been elected and qualified.

The Officers were elected by the Board of Directors at the Organizational Meeting of the Board on 31 May
2024. The Board also elected during the said meeting the Chairman and members of the Audit & Risk
Management Committee, Sustainability and Compliance Committee, Compensation and Nomination
Committee and Related Party Transaction Committee.

The following is a brief profile of the Corporation’s Directors and Officers for the year 2024-2025.

Regular and Independent Directors.

Jerry Liu, 76 years old, was elected as the Corporation’s Chairman and President on May 25, 2012.
He is still currently the Chairman of the Corporation. He is also concurrently Chairman of Cirtek
Electronics Corporation (“CEC”), Director of Cirtek Land, and Cayon Holdings, Inc. Mr. Liu holds a
Bachelor of Science degree in Physics from Chung Yuan University of Taiwan and an MBA from the
University of the East.

Antonio S. Callueng, 67 years old, was elected as the Corporation’s President and CEO on May
31, 2024. He is currently the Vice President of Sales and Customer Satisfaction at Cirtek Electronics
Corporation. He served as a Director and a Member of the Audit and Risk Management Committee
at TECH in 2019. Mr. Callueng brings forty-four (44) years of experience in the manufacturing
sector, specifically in outsourced assembly and test subcontracting and has been well exposed in
customer management and business development in the semiconductor industry. He has also
worked as an expatriate in a semiconductor company in Indonesia for 8 years before joining Cirtek
Electronics Corporation in 2004. Mr. Callueng earned his Bachelor of Science degree in Electronics
and Communication Engineering from Feati University in Manila.

Brian Gregory T. Liu, 38 years old, was elected as the Executive Vice President and Chief Financial
Officer on August 2, 2019. He was formerly the Chief Operating Officer of the Corporation. He was
first elected as Director on May 11, 2015. He is concurrently a Managing Director & CFO of CEC,
stockholder in Cirtek Land Corporation (“CLC”), and Turbog Trading. Mr. Liu trained as an
Operations Trainee in Domino’s Pizza from 2001 to 2002, then as an Analyst in Evergreen
Stockbrokerage & Securities Inc. from 2003 to 2005. He obtained his degree in Management in
Financial Institutions from the De La Salle University in 2009.

Justin T. Liu, 43 years old, was elected as Vice President and Corporate Information Officer on
February 1, 2019. He is also a President and Director of Figaro Coffee Systems, Inc. Mr. Liu
graduated from the De La Salle University with a Bachelor of Science in Business Management and
earned his Master’s in Finance from the University of San Francisco in 2006.

Michael Stephen T. Liu, 40 years old, is currently the EVP & CTO of the Corporation and General
Manager of Cirtek Advanced Technology and Solutions (“CATSI”), a Cirtek company catering to the
telecom and wireless broadband space. He was first elected as Director on May 11, 2015. Mr. Liu
obtained his degree in Electronics and Communications Engineering from De La Salle University in
2007 and is a licensed Electrical Engineer.

Ernest Fritz Server, 81 years old, was elected as an Independent Director of the Corporation on
February 17, 2011 and was elected as a regular Director in the Annual Stockholders’ Meeting held
last July 30, 2020. Mr. Server serves as the President of Multimedia Telephony Inc., Vice Chairman
of RFM Corporation, Chairman of Arrakis Holdings, Inc., President of Seacage Industries, Inc.,

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President of West Properties, Inc., President of Superior Las Pinas, Inc., a director of ABS CBN
Convergence, Inc. and a director of BJS Development Corp. Previously, Mr. Server served as Vice
Chairman of the Commercial Bank of Manila, Consumer Bank and Cosmos Bottling Corporation,
President of Philippine Home Cable Holdings, Inc. and Philam Fund, and a director of Philippine
Township, Inc. Mr. Server graduated from the Ateneo de Manila University in 1963 with degree in
Bachelor of Arts degree in Economics and holds an MBA Major in Banking and Finance from the
University of Pennsylvania, Wharton Graduate School.

Hector Villanueva, 89 years old, was elected as Independent Director on May 26, 2017. He has
held senior positions in both private and public sectors. He was Chairman of the Board of First
Metro Philippine Equity Exchange Traded Fund, Inc., Chairman, Postmaster General & Chief
Executive Officer of Philippine Postal Corporation, Member of the Advisory Board, First Metro
Investment Corporation, and Publisher and Editor-in-Chief, Sun Star Manila. Mr. Villanueva was also
Cabinet Secretary from 1995-1998. Mr. Villanueva obtained a Bachelor of Science degree in
Economics from the London School of Economics and Political Science, and post-graduate studies
from Royal Institute of Bankers, United Kingdom.

Bernardino Ramos, 80 years old, was elected as Independent Director on August 2, 2019. He is
a Certified Public Accountant and has a Bachelor of Science degree in Business Administration Major
in Accounting from the Far Eastern University and a Manager’s Secondment/ On-the-Job Training
at Ernst & Young (Formerly Ernst & Whinney) – Chicago, USA. He served as Partner in SGV& Co.
(Affiliated with Arthur Andersen & Co. from 1985 to 2001, & Ernst & Young from 2002 to 2005),
including almost 7 years as Partner/Advisor of Drs Utomo & Co., SGV Group. He was previously a
Technical advisor of PSALM (Power Sector Assets and Liabilities Management Corporation), and
also been a Member, Board of Directors and Board Committees of PSI Technologies Inc., Sony Life
Philippines, Inc. and Philippine Primark Properties, Inc. At present he is an independent financial
consultant, primarily on company/ business acquisitions and advisory on accounting/ financial
matters, and also a Chairman of the Board of Directors of GB Distributors, Inc. and Member, Board
of Directors and Board Committees of private companies including PSI Holdings, Inc., State
Investment Trust, Inc. (“SITI”), State Properties, Inc. and PILAC, Inc., to name a few.

Corazon P. Guidote, 64 years old, a Certified Public Accountant, was elected as Independent
Director on May 31, 2019. Ms. Guidote is a Bachelor of Science graduate, major in Accountancy at
the University of Santo Tomas (“UST”) in 1982. The UST College of Commerce eventually
recognized her as one of its most outstanding alumnae in 2004. She holds a Master’s Degree in
Applied Business Economics from the University of Asia and the Pacific where she likewise received
an Achievement Award in 1997 from the ABEP Alumni Association. She is now a member of the
teaching faculty at the Institute of Corporate Directors currently specializing in the field of
Sustainability Reporting otherwise referred to as ESG or (Environmental, Social and Governance).
She successfully concluded her fifteen-year career in Investor Relations in October 2017. It was
during this period that her pioneering spirit ushered her into two of her most challenging tasks of
setting up the Investor Relations offices; first, at the Bangko Sentral ng Pilipinas (“BSP”), and
second at SM Investments Corporation.

The nominees for the Corporation’s Directors and Officers for the year 2025-2026 are:

1. Antonio S. Callueng
2. Jerry Liu
3. Michael Stephen Liu
4. Brian Gregory Liu
5. Justin Liu
6. Ernest Fritz Server

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 Independent Directors

The nominees for Independent Directors of the Corporation for the year 2025-2026 are:

7. Hector Villanueva;
8. Bernardino Ramos; and
9. Corazon Guidote.

They have been nominated by Jerry Liu, one of the current directors of the Corporation. Those
nominated for independent director positions are not related to Mr. Liu who nominated them.
Moreover, they have signified their acceptance of their nominations. The Certifications of
Independent Directors duly executed by the nominees for Independent Directorship, in accordance
with SEC Memorandum Circular No. 5, Series of 2017, are attached hereto. Hector Villanueva has
been an Independent Director of the Corporation since May 26, 2017, while Corazon Guidote has
been an Independent Director since May 31, 2019. Bernardino Ramos has been an Independent
Director since August 2, 2019. In accordance with the SEC Memorandum Circular No. 4, Series of
2017, Hector Villanueva may serve as Independent Director of the Corporation until 2026, while
Bernardino Ramos and Corazon Guidote may serve as an Independent Directors until 2028.

Key Officers

Dyan Danika G. Lim-Ong, 40 years old, was elected as the Company’s Corporate Secretary
during the organizational meeting of the Company on May 28, 2021. Atty. Lim-Ong is a Partner at
Tolosa Javier Lim & Chua Law Firm. She completed her Juris Doctor degree at the University of the
Philippines College of Law in 2010 and her Master of Laws degree at the University of Pennsylvania
School of Law, graduating with distinction in 2017. Atty. Dyan Danika G. Lim-Ong was formerly a
part of the Institutional and Transaction Advisory Group of China Banking Corporation, one of the
largest commercial banks in the Philippines. While at China Bank, Atty. Lim-Ong was promoted to
Assistant Vice President and worked on trust, treasury, bancassurance and capital raising
transactions worth more than US$1 billion in aggregate, including the largest bond and LTNCD
issuance in the bank’s history. In 2019, Atty. Lim-Ong left China Bank to become a named partner
of Tolosa Javier Lim & Chua Law Firm, where she currently heads the firm’s Corporate, Special
Projects and Banking/Finance practice areas. Atty. Lim-Ong has advised clients on joint venture
agreements, mergers and acquisitions, and other commercial transactions across several key
industries such as water, energy, mining, infrastructure and banking and finance. She manages the
firm’s corporate housekeeping clients and also assists in commercial litigation, energy, data privacy
and competition law matters. Atty. Lim-Ong is concurrently a professor at the University of the
Philippines College of Law where she teaches Sales and Legal Profession/Legal Ethics.

Justin Liu was appointed as the Company’s Corporate Information Officer on February 1, 2019.

Emelita Cruzada was appointed as the Company’s Chief Compliance Officer on April 29, 2021.

Change in Directors and/or Officers

(Resignation/Removal or Appointment/Election):

None.

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ITEM 11 EXECUTIVE COMPENSATION

Name & Position Year Estimated Bonus Estimated Other

Salary Annual
Compensation
Jerry Liu (Chairman and Director) 2025 P20million - P5million

Antonio S. Callueng (President, 2025 P4million - P3million

Chief Executive Officer, and
Director)

Brian Gregory T. Liu (Executive 2025 P5million - P3million

Vice President, Chief Financial
Officer, Treasurer, and Director)

Michael Stephen T. Liu 2025 P5million - P3million

(Executive Vice President, Chief
Technology Officer, and
Director)

Aggregate compensation paid to 2025 P50million - P10million

all officers and directors as Cirtek
Group unnamed

Name & Position Year Salary Bonus Other Annual

Compensation
Jerry Liu (Chairman and Director) 2024 P20million - P5million

Antonio S. Callueng (President, 2024 P4million - P3million

Chief Executive Officer, and
Director)

Brian Gregory T. Liu (Executive 2024 P5million - P3million

Vice President, Chief Financial
Officer, Treasurer, and Director)

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 Michael Stephen T. Liu 2024 P5million - P3million
(Executive Vice President, Chief
Technology Officer, and
Director)

Aggregate compensation paid to 2024 P50million - P10million

all officers and directors as Cirtek
Group unnamed

Compensation of Directors

Under the By-Laws of the Company, by resolution of the BOD, each director, shall receive a reasonable per
diem allowance for his attendance at each meeting of the Board. As compensation, the BOD shall receive
and allocate an amount of not more than ten percent (10%) of the net income before income tax of the
corporation during the preceding year. Such compensation shall be determined and apportioned among
directors in such manner as the BOD may deem proper, subject to the approval of stockholders representing
at least majority of the outstanding capital stock at a regular or special meeting of the stockholders.

Each of the Directors is entitled to a per diem of PhP8,000.00 for every Board of Directors meeting attended.
Each member of the Audit and Risk Management Committee, Sustainability and Compliance Committee,
Compensation and Nomination Committee, and Related Party Transactions Committee is entitled to a fee
of PhP8,000.00 for every committee meeting attended.

Below are the details of the renumeration paid to the Directors in 2024:

Remuneration for Board Remuneration for Total

Meetings Attended in Committee Meetings
2024 Attended in 2024
Php 576,000.00 Php24,000.00 Php 600,000.00

Standard Arrangements and Other Arrangements

There are no other arrangements for compensation either by way of payments for committee
participation or special assignments.

There are no other arrangements for compensation either by way of payments for committee
participation or special assignments other than reasonable per diem. There are also no outstanding
warrants or options held by the Corporation’s Chief Executive Officer, other officers and/or
directors.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

The Cirtek Group has executed employment contract with some of its key officers. Such contracts
provide the customary provision on job description, benefits, confidentiality, non-compete, and
non-solicitation clauses. There are no special retirement plans for executives. There is also no
existing arrangement for compensation to be received by any executive officer from the Corporation
in the event of change in control of the Corporation.

Warrants and Options

There are no outstanding warrants and options held by any of the Company’s directors and executive
officers.

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ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Owners of record of more than five percent (5%) of the Corporation’s voting securities as of March
31, 2025:

Name, Name of
Address of Beneficial
Record Owner and Number of
Title of Class Citizenship % of Class
Owner, and Relationship Shares Held
Relationship with Record
with Issuer Owner

PCD Nominee PCD Nominee

Corporation Corporation
(Filipino) (Filipino)
G/F Makati G/F Makati
Common Stock Exchange Stock Exchange Filipino 537,219,824 80.36%
6767 Ayala 6767 Ayala
Avenue, Makati Avenue, Makati
City City

Camerton, Inc.
6 Camerton, Inc.
116 East Main
116 East Main
Ave., Phase V
Common Ave., Phase V Filipino 110,260,791 16.49%
SEZ Laguna
SEZ Laguna
Technopark
Technopark
Biñan, Laguna
Biñan, Laguna
Total 647,480,615 96.85%

Camerton, Inc.7 Camerton, Inc.

116 East Main 116 East Main
Ave., Phase V Ave., Phase V
Preferred A Filipino 700,000,000 100%
SEZ Laguna SEZ Laguna
Technopark Technopark
Biñan, Laguna Biñan, Laguna
Total 700,000,000 100%

Under PCD account, the following participants hold shares representing more than five percent
(5%) of the Corporation’s outstanding shares as of March 31, 2025:

Participant Number of Shares Percentage

Abacus Securities Corporation 129,468,799 19%

COL Financial Group, Inc. 119,110,786 18%

First Metro Securities Brokerage 40,314,353 6%

Corp.

Except as stated above, the Corporation has no knowledge of any person or any group who, directly
or indirectly, is the beneficial owner of more than five percent (5%) of the Corporation’s outstanding

6
Camerton, Inc. has appointed Jerry Liu who shall vote the shares on its behalf in all meetings including the forthcoming
Annual Stockholders’ Meeting on 30 May 2025.
7
Camerton, Inc. has appointed Jerry Liu who shall vote the shares on its behalf in all meetings including the forthcoming
Annual Stockholders’ Meeting on 30 May 2025.

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 shares or who has a voting power, voting trust, or any similar agreement with respect to shares
comprising more than five percent (5%) of the Corporation’s outstanding common stock.

The number of common shares beneficially owned by directors and executive officers as of March
31, 2025 are as follows:

Title of Class Name of Beneficial No. of Shares Held Citizenship Percent

Owner
Common Jerry Liu 110,260,792 Chinese 16.494%
Common Antonio S. Callueng 1 Filipino 0%
Common Brian Gregory Liu 1 Filipino 0%
Common Justin Liu 1 Filipino 0%
Common Hector Villanueva 1 Filipino 0%
Common Ernest Fritz Server 1 Filipino 0%
Common Michael Stephen Liu 1 Filipino 0%
Common Corazon Guidote 1 Filipino 0%
Common Bernardino Ramos 1 Filipino 0%

Voting Trust Holder of Five Percent (5%) or More

The Corporation is not aware of any person holding more than five percent (5%) of the common shares of
the Corporation under a voting trust or similar agreement as there has been no voting trust agreement
which has been filed with the Corporation and the Securities and Exchange Commission.

Description of any arrangement which may result in a change in control of the Corporation

No change in control of the Corporation has occurred since the beginning of the last fiscal year.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Liu family, primarily through Camerton, Inc., is the largest shareholder in the Corporation, and as of
March 31, 2025 owns 110,260,791 shares, or approximately 16.494% of the Corporation’s issued and
outstanding common shares.

Related party relationship exists when the party has the ability to control, directly or indirectly through one
or more intermediaries, or exercise significant influence over the other party in making financial and
operating decisions. Such relationships also exist between and/or among entities which are under common
control with the reporting entity and its key management personnel, directors or stockholders. In
considering each possible related party relationship, attention is directed to the substance of the
relationships.

In the normal course of business, the Group has entered into transactions with affiliates. The significant
transactions consist of the following:

a. Advances for operating requirements of Cirtek Holdings, Inc. (“CHI”), former parent of CEC
and Cirtek Electronics International Corporation (“CEIC”);
b. Rental of land and lease deposit with Cirtek Land Corporation (“CLC”), an affiliate, where the
manufacturing building 1 and administrative building is situated;
c. Payments and /or reimbursements of expenses made or on behalf of the affiliates;
d. Rental of land with Cayon Holdings, Inc. (Cayon), an affiliate, where the building 2 of the
Group is situated;
e. Collections made by Camerton in behalf of the Cirtek Group; and
f. Advances to officers and stockholders.

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The consolidated balance sheets and consolidated statements of comprehensive income include the
following significant account balances resulting from the above transactions with related parties:

a. Amounts owed by related parties as of December 31, 2024

Amounts owed by Related Parties

The above related parties, except the stockholders, are entities under the common control of the ultimate
parent company.

Transactions with CHI, Charmview Enterprises Ltd (CEL)

The amount owed by an officer amounting to US$7.7 million as of December 31, 2010 was transferred
in 2011 to CEL, the former ultimate parent of CEC and CEIC. CEL now owns 40% interest in Camerton,
the parent of CHPC.

The amounts owed by and to CHI as of December 31, 2010 represent advances for working capital in
the normal course of business when CEC and CEIC were then still subsidiaries of CHI.

For purposes of settling outstanding balances with the Group and as part of corporate restructuring in
preparation for the planned Initial Public Offering (IPO) of the Parent Company, on March 17, 2011,
CHI, CEL and the officer, with the consent of the Group, entered into assignment agreements whereby
CHI absorbed the amounts owed by CEL and by the officer as of March 17, 2011 amounting to US$7.7
million and US$0.8 million, respectively.

The Group, with the consent of the related parties, entered into assignment agreements whereby the
Parent Company absorbed the amount owed by CEIC to CHI totaling US$3.6 million representing unpaid
advances of US$2.3 million and dividends of US$1.3 million as of March 17, 2011.

Thereafter, on March 18, 2011, the Parent Company and CHI, in view of being creditors and debtors
to each other as a result of the assignment agreements above, entered into a set-off agreement for
the value of the Group’s liability aggregating US$6.8 million. The amount represents the above-
mentioned total liability of US$3.6 million and the balance outstanding from the Parent Company’s
purchase of CEC and CEIC amounting to US$3.2 million, as revalued from the effect of foreign exchange
rate.

Transactions with CLC

CLC is an entity under the common control of the ultimate parent company. CEC had a lease agreement
on the land where its manufacturing plant (Building 1) is located with CLC for a period of fifty (50)
years starting January 1, 1999. The lease was renewable for another twenty-five (25) years at the
option of CEC. The lease agreement provided for an annual rental of $151,682, subject to periodic
adjustments upon mutual agreement of both parties.

On January 1, 2005, CEC terminated the lease agreement with CLC but has continued to occupy the
said land for no consideration with CLC’s consent. With the termination of the lease agreement, the
Cirtek Group has classified the rental deposit amounting to PhP60.1 million ($1.1 million and $1.2 million

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as of December 31, 2018 and 2017, respectively) as current asset as the deposit has become due and
demandable anytime from CLC.

On January 1, 2011, CEC entered into an agreement with CLC to lease the land where CEC’s Building
1 is located. The agreement calls for a fixed annual rate of PhP0.64 Million ($0.01 Million) for a period
of ten (10) years and renewable thereafter by mutual agreement of the parties subject to such new
terms and conditions as they may then be mutually agreed upon. The total rent expense charged to
operations amounted to $0.01 million in both years.

CEC also entered into an agreement with Cayon starting January 1, 2011 to lease the land where CEC’s
Building 2 is located. The agreement calls for an annual rental of PhP282,144 for a period of ten (10)
years and renewable thereafter by mutual agreement of the parties subject to such new terms and
conditions as they may then be mutually agreed upon. Total rent expense charged to operations
amounted to US$0.002 million and US$0.01 million in 2021 and 2020, respectively. The amounts are
unsecured, non-interest bearing and due and demandable and will be settled in cash. No guarantees
have been given.

The Group, as lessee, entered into leasing arrangements with its related parties as disclosed in Notes
18 and 23 in its 2023 Audited Financial Statement. The following are the amounts of lease liabilities.
Movement in the lease liabilities is as follows:

Present Value of Minimum

Minimum Lease Payments Lease Payments
2024 2023 2024 2023
Not later than
one (1) year $ 34,501 $ 128,547 $ 123,527 $ 123,527
Later than one (1)
year but not
later than five (5)
years 86,770 108,688 88,742 88,742
Later than five (5)
years - 12,189 - 7,562
121,271 249,424 219,831 219,831
Discount (24,967) (29,593) - -
Present value of
minimum lease
payments 96,304 219,831 219,831 219,831
Current lease
liabilities 20,869 123,527 123,527 123,527
Non-current lease
liabilities $ 75,435 $ 96,304 $ 96,304 $ 96,304

Movement in the lease liabilities is as follows:

2024 2023
Balance, January 1 $ 219,831 $ 359,373
Finance incurred 4,626 5,021
Finance cost paid (4,626) (5,021)
Lease payments (123,527) (139,542)

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 Balance, December 31 $ 96,304 $ 219,831

The Group used its incremental borrowing rate of 5.0% to 5.5% to measure the present value of its
lease liabilities since the implicit rate was not readily available.

The Group is compliant with the terms and conditions of the lease contracts.

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 PART IV – CORPORATE GOVERNANCE

ITEM 14 CORPORATE GOVERNANCE

The Corporation is committed to the ideals of good corporate governance. In compliance with the SEC
requirement, the Corporation is studying best practices in good corporate governance to further improve
the current corporate governance practices of the Corporation and to develop an efficient and effective
evaluation system to measure or determine the level of compliance of the Board of Directors and top-level
management with its Manual of Corporate Governance.

Corporate governance rules/principles were established to ensure that the interest of stakeholders is always
taken into account; those directors, officers and employees are conducting business in a safe and sound
manner; and those transactions entered into between the Corporation and related interests are conducted
at arm’s length basis and in the regular course of business. There are no incidences of deviation from the
Corporation’s Manual of Corporate Governance.

The Corporation has three (3) independent directors that gives the assurance of independent views and
perspective.

ITEM 15 EXHIBITS AND SCHEDULES

Schedule Contents

I Map Showing the Relationships Between and Among the Companies in the
Group, its Ultimate Parent Company and Co-subsidiaries
II Schedule of All Effective Standards and Interpretations Under Philippine Financial
Reporting Standards
III Reconciliation of Retained Earnings Available for Dividend Declaration
IV Financial Soundness Indicators

Supplementary Schedules
A Financial Assets

Amounts Receivable from Directors, Officers, Employees, Related

B
Parties, and Principal Stockholders (Other than Related parties)

Amounts Receivable from Related Parties and Amounts Payable to Related Parties which
C
are Eliminated during the Consolidation of Financial Statements

D Intangible Assets - Other Assets

E Long-Term Debt

F Indebtedness to Related Parties

G Guarantees of Securities of Other Issuers

H Gross and Net Proceeds of a Listed Company with recent offering of securities
(Commercial Paper) to the Public

I Capital Stock

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 (b) Reports on SEC Form 17-C

The following disclosures were filed during the period May 2024 to April 2025:

May 31, 2024 The following are the results of the Annual Stockholders’ Meeting held today, 31
May 2024, via teleconferencing:

I. Directors

The following were elected directors of TECH for the year 2024-2025:

1. Mr. Jerry Liu;

2. Mr. Antonio S. Callueng;
3. Mr. Justin Liu;
4. Mr. Michael Stephen Liu;
5. Mr. Brian Gregory Liu;
6. Mr. Ernest Fritz Server;
7. Mr. Bernardino Ramos – Independent Director;
8. Mr. Hector Villanueva – Independent Director; and
9. Ms. Corazon Guidote – Independent Director.

II. Shareholders’ Approval

The shareholders approved and/or ratified the following:

1. Minutes of the Annual Stockholders’ Meeting held on 26 May 2023;

2. Audited Financial Statements as of and for the year ended 31 December 2023;
3. Acts, resolutions, and proceedings of the Board of Directors and Management
of TECH since the last Annual Stockholders’ Meeting held on 26 May 2023; and
4. Appointment of R.S. Bernaldo & Associates as external auditor of TECH for the
calendar year 2024.

May 31, 2024 The Corporation disclosed the results of the Organizational Meeting of the Board
of Directors. The list of elected officers to serve for the years 2024-2025 are as
follows:

Name of Person Position/Designation

Jerry Liu Chairman of the Board

Antonio S. Callueng President & CEO
Justin Liu Executive Vice-President and Corporate
Information Officer
Brian Gregory Liu Executive Vice-President, Chief Financial
Officer and Treasurer
Michael Stephen Liu Executive Vice-President and Chief
Technology Officer
Dyan Danika G. Lim-Ong Corporate Secretary
Emelita Cruzada Chief Compliance Officer and Assistant
Corporate Secretary

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 List of Committees and Membership

Name of Committees Members Position/Designation

Audit and Risk Bernardino Ramos Chairman

Management Committee Corazon Guidote Member
Hector Villanueva Member
Sustainability and Corazon P. Guidote Chairman
Compliance Committee Bernardino Ramos Member
Hector Villanueva Member
Compensation and Ernest Fritz Server Chairman
Nomination Committee Hector Villanueva Member
Jerry Liu Member
Related Party Transactions Hector Villanueva Chairman
Committee Bernardino Ramos Member
Corazon Guidote Member

May 31, 2024 The Board of Directors of Cirtek Holdings Philippines Corporation (“TECH”), in its
Organizational Board Meeting held on 31 May 2024, approved the election of Mr.
Antonio S. Callueng (“Mr. Callueng”) as its President/Chief Executive Officer and
Director to replace the position of Mr. Jorge Aguilar, who retired effective May 15,
2024, as disclosed on April 25, 2024.

Mr. Callueng, 66 years old, is currently the Vice President of Sales and Customer
Satisfaction at Cirtek Electronics Corporation. He served as a Director and a
Member of the Audit and Risk Management Committee at TECH in 2019. Mr.
Callueng brings 44 years of experience in the manufacturing sector, specifically in
outsourced assembly and test subcontracting and has been well exposed in
customer management and business development in the semiconductor industry.
He has also worked as an expatriate in a semiconductor company in Indonesia for
8 years before joining Cirtek Electronics Corporation in 2004. Mr. Callueng earned
his Bachelor of Science degree in Electronics and Communication Engineering from
Feati University in Manila.

August 9,2024 The Board of Directors of TECH, in its special meeting held on 09 August 2024,
approved and ratified the setting of the voluntary trading suspension of its Bonus
Detachable Warrants effective 9:00 A.M. on 13 August 2024, as disclosed by TECH
last 17 July 2024 and amended last 31 July 2024.

On 17 July 2024, TECH made the disclosure to The Philippine Stock Exchange, Inc.
(the “PSE”), requesting for the voluntary trading suspension of TECH’s Bonus
Detachable Warrants on 13 August 2024 (“Disclosure”).

On 31 July 2024, the disclosure was amended to include the Email-Notice of the
Company to the PDTC regarding the procedures for the Trading Participants to
facilitate any exercise by the scripless warrantholders of the subscription rights
under the Bonus Detachable Warrants.

The disclosure on voluntary trading suspension is necessitated by the expiration of

the subscription rights under the Bonus Detachable Warrants which is set on 17
August 2024, pursuant to the Final Terms and Conditions of the Prospectus dated
28 June 2021 of the Company’s Stock Rights Offer with Bonus Detachable
Warrants. On the same date, the PSE approved said request.

For the orderly processing of any exercise by Warrantholders of the subscription

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 rights, the Warrantholders of record as of 14 August 2024, may exercise such
subscription rights until the lapse of the Exercise Period, or until August 16, 2024.

August 16, 2024 The Board of Directors of Cirtek Holdings Philippines Corporation, in its regular
meeting held on 19 January 2024, approved the Declaration of Cash dividend of
US Dollars 0.0228125 (US$0.0228125) per share for each of the Sixty Seven Million
(67,000,000) outstanding and issued Preferred B-2 Subseries A Shares (“Preferred
B-2A Shares”) amounting to an aggregate sum of One Million Five Hundred
Twenty-Eight Thousand Four Hundred Thirty-Seven and 50/100 US Dollars
(US$1,528,437.50), for each Dividend Period.

Subject to the conditions for the declaration and payment of dividends and
pursuant to the Terms and Conditions of the Offer in the Prospectus of the
Preferred B-2A Shares, the schedule of the payment and distribution of the cash
dividends provided above shall be made to the entitled shareholders on the
following dates:

i. 8 March 2024 to shareholders of record as of 22 February 2024;

ii. 10 June 2024 to shareholders of record as of 24 May 2024;
iii. 9 September 2024 shareholders of record as of 27 August 2024; and
iv. 9 December 2024 shareholders of record as of 22 November 2024.

December 16,2024 The Board of Directors of TECH, in its regular meeting held on 16 December 2024,
approved the adjustment of the Dividend Rate in relation to the subsequent
declaration of dividends of the Preferred B-2 Subseries C Shares of the Corporation
effective 14 December 2024.

The initial dividend rate of Preferred B-2 Subseries C Shares is 6.5864%.

Based on the Features, Terms and Conditions of the Preferred B-2 Subseries C
Shares, unless the Preferred B-2 Subseries C Shares shall have been redeemed by
the Issuer on the relevant Step Up Date or three (3) years from the Issue Date,
the Dividend Rate shall be adjusted thereafter to the higher of:
(a) the sum of (i) the Initial Dividend Rate for the relevant Series, plus, (ii) 5.00%;
or
(b) the sum of (i) the applicable Step-Up Benchmark Rate, plus (ii) the Initial
Spread for the relevant Series, plus (iii) 5.00%

“Step Up Benchmark Rate” shall be equivalent to the simple average of the yield
designated as “Final BVAL YTM” (or its successor designation) for the 7-year (for
TCB2C) Republic of the Philippines Peso-denominated domestic government
bonds, as published on the relevant page of Bloomberg at approximately 5:00 p.m.
(Philippines Standard Time), for the three (3) banking days immediately preceding
and exclusive of the applicable Step Up Date.

The adjustment in the dividend rate of the 16,936,400 Preferred B2 Subseries C

Shares is expected on the three (3) years anniversary of the issue date, or the
Step-Up Date on 14 December 2024, as approved by the Board of Directors of the
Corporation (the “Board”) during its meeting held on 16 December 2024. The
adjusted dividend rate of 14.1425% will take effect on the first Quarterly Dividend
Payment for the year 2025.

December 16, 2024 CIRTEK HOLDINGS PHILIPPINES CORPORATION (the “Corporation”) hereby
respectfully gives notice on the adjustment of the dividend rate in relation to the
subsequent declaration of dividends of the Preferred B-2 Subseries C Shares of the
Corporation. The initial dividend rate of Preferred B-2 Subseries C Shares is
6.5864%. The Dividend Rate shall be adjusted thereafter to the higher of:

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 (a) the sum of (i) the Initial Dividend Rate for the relevant Series, plus, (ii) 5.00%;
or
(b) the sum of (i) the applicable Step-Up Benchmark Rate, plus (ii) the Initial
Spread for the relevant Series, plus (iii) 5.00%

“Step Up Benchmark Rate” shall be equivalent to the simple average of the yield
designated as “Final BVAL YTM” (or its successor designation) for the 7-year
Republic of the Philippines Peso-denominated domestic government bonds, as
published on the relevant page of Bloomberg at approximately 5:00 p.m.
(Philippine Standard Time), for the three (3) banking days immediately preceding
and exclusive of the applicable Step Up Date.

The adjustment in the dividend rate of the 16,936,400 Preferred B2 Subseries C

shares is expected on the three (3) years anniversary of the issue date, or the
Step-Up Date on 14 December 2024, as approved by the Board of Directors of the
Corporation (the “Board”) during its meeting held on 16 December 2024. The
adjusted dividend rate of 14.1425% will take effect on the first Quarterly Dividend
Payment for the year 2025.

Based on the Features, Terms and Conditions of the Preferred Class B-2 Subseries
C Shares (“Features, Terms and Conditions”), as and if approved by the Board of
Directors, the Corporation may redeem the Preferred Class B2 Shares on the
relevant Step Up Date or on any Dividend Payment Date thereafter (each an
“Optional Redemption Date”), in whole but not in part, at a redemption price equal
to the relevant Offer Price of the Preferred Class B-2 Shares plus all dividends due
on such Optional Redemption Date as well as all Dividends in Arrears (the
“Redemption Price”). The Corporation may also redeem the Preferred Class B-2
Shares, in whole but not in part, at any time prior to any Optional Redemption
Date if an Accounting Event or a Tax Event has occurred and is continuing, having
given not more than sixty (60) nor less than thirty (30) calendar days’ notice prior
to the intended redemption date. Such notice shall be irrevocable and binding upon
the Corporation to effect such redemption of the Preferred Class B-2 Shares at the
redemption date stated in such notice. The redemption due to any Change of
Control Event, Indebtedness Default Event, Accounting Event, or Tax Event (the
“Events”) shall be made by the Corporation at the Redemption Price which shall be
paid within five (5) banking days of the exercise of the right to redeem the
Preferred Class B-2 Shares.

However, due to the absence of any of the Events and the Corporation’s decision
not to exercise its option to redeem the Preferred B-2 Subseries C Shares by the
Early Redemption Date or Optional Redemption Date, the Corporation’s
management have decided to adjust the dividend rate of Preferred B-2 Subseries
C Shares to Step Up Rate in accordance with the Features, Terms and Conditions,
which will take effect on the first Quarterly Dividend Payment for the year 2025.

January 13, 2025 Analog Devices, Inc. (ADI), also known simply as Analog, is an American
multinational semiconductor company specializing in data conversion, signal
processing, and power management technology, has recently recognized Cirtek
Advanced Technologies and Solutions Inc. (CATSI) as the No. 1 Contract
Manufacturer worldwide for the Evaluation Boards Product Line for the 4th quarter
of 2024. CATSI previously held the No. 3 position during the 1st quarter and 2nd
quarter of the year while inching up to No. 2 at the end of 3rd quarter 2024.

The Evaluation Board Product Line is an essential Business Unit of ADI that allows
the company to market their analog, mixed signal, and digital signal processing
(DSP) Integrated Circuits (ICs) to electronic design companies. These technologies

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 are used to convert, condition and process real-world phenomena, such as light,
sound, temperature, motion, and pressure into electrical signals.

Cirtek Advanced Technologies and Solutions Inc. (CATSI), the system and
subsystem manufacturer of Millimeter Wave and Microwave products and a total
manufacturing solutions partner for telecommunications, satellite communications,
semiconductor test boards, industrial, automotive and EV mobility equipment
continue to see increase demands for Radio Frequency (RF) Evaluation Boards
catering to 5G applications and Battery Monitoring Systems (BMS) for the growing
Electric Vehicle (EV) market. Growth is expected to continue in 2025.

Cirtek Advanced Technology and Solutions, Inc. (CATSI), is a wholly owned

subsidiary of Cirtek Holdings Philippines Corporation.

January 21, 2025 The Board of Directors of TECH, in its regular meeting held on 20 January 2025,
approved the following:

Declaration of cash dividends of the following shares:

a. Preferred A Shares (Unlisted)

Declaration of cash dividend of US$0.000012196 per share for each of the Seven
Hundred Million (700,000,000) issued and outstanding Preferred A Shares
amounting to an aggregate sum of Eight Thousand Five Hundred Thirty-Seven and
1/100 US Dollars (US$8,537.01), for payment and distribution on 8 March 2025 to
shareholders of record as of 21 February 2025. The cash dividend shall be paid in
Philippine Pesos at the Bangko Sentral ng Pilipinas (“BSP”) exchange rate one day
prior to payment date.

b. Preferred B-1 Shares (Unlisted)

Declaration of cash dividend of PhP0.06125 per share for each of the Seventy
Million (70,000,000) issued and outstanding Preferred B-1 Shares amounting to an
aggregate sum of Four Million Two Hundred Eighty-Seven Thousand Five Hundred
Pesos (PhP4,287,500.00) for payment and distribution on 8 March 2025 to
shareholders of record as of 21 February 2025.

c. Preferred B-2 Subseries A Shares (“Preferred B-2A Shares”)

Declaration of cash dividend of US$0.0228125 per share for each of the Sixty-
Seven Million (67,000,000) outstanding and issued Preferred B-2A Shares
amounting to an aggregate sum of One Million Five Hundred Twenty-Eight
Thousand Four Hundred Thirty-Seven and 50/100 US Dollars (US$1,528,437.50),
for each Dividend Period.

The schedule of the payment and distribution of the cash dividends of Preferred
B-2A Shares shall be made to the entitled shareholders on the following dates:

i. 10 March 2025 to shareholders of record as of 21 February 2025 ;

ii. 9 June 2025 to shareholders of record as of 23 May 2025;
iii. 8 September 2025 shareholders of record as of 22 August 2025; and
iv. 9 December 2025 shareholders of record as of 24 November 2025.

d. Preferred B-2 Subseries B Shares (“Preferred B-2B Shares”)

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 Declaration of cash dividend of US$0.025 per share for each of the Twenty Million
(20,000,000) outstanding and issued Preferred B-2B Shares amounting to an
aggregate sum of Five Hundred Thousand US Dollars (US$500,000.00), for each
Dividend Period.

The schedule of the payment and distribution of the cash dividends of Preferred
B-2B Shares shall be made to the entitled shareholders on the following dates:
i. 18 March 2025 to shareholders of record as of 3 March 2025;
ii. 18 June 2025 to shareholders of record as of 3 June 2025;
iii. 18 September 2025 shareholders of record as of 3 September 2025; and
iv. 18 December 2025 shareholders of record as of 3 December 2025.

e. Preferred B-2 Subseries C Shares and Preferred B-2 Subseries D Shares

(“Preferred B-2C and Preferred B-2D Shares”)

Declaration of cash dividend of PhP1.7678125 per share for each of Sixteen Million
Nine Hundred Thirty-Six Thousand Four Hundred (16,936,400) outstanding and
issued Preferred B-2 Subseries C Shares amounting to an aggregate sum of
Twenty-Nine Million Nine Hundred Forty Thousand Three Hundred Seventy-Nine
Pesos and Sixty-Three Centavos (PhP29,940,379.63), and declaration of cash
dividend of PhP0.968825 per share for each of the Twenty-Eight Million Six
Hundred Twenty-Five Thousand and Five Hundred (28,625,500) outstanding and
issued Preferred B-2 Subseries D Shares amounting to an aggregate sum of
Twenty-Seven Million Seven Hundred Thirty Three Thousand One Hundred and
Four Centavos (PhP27,733,100.04), for each Dividend Period.

The schedule of the payment and distribution of the cash dividends for each of
Preferred B-2C and Preferred B-2D Shares shall be made to the entitled
shareholders on the following dates:

i. 14 March 2025 to shareholders of record as of 27 February 2025;

ii. 16 June 2025 to shareholders of record as of 30 May 2025;
iii. 15 September 2025 shareholders of record as of 29 August 2025; and
iv. 15 December 2025 shareholders of record as of 28 November 2025.

March 10,2025 In relation to the previous resolutions of the Board of Directors of TECH last 20
January 2025 approving the declaration of cash dividends for all the preferred
shares of the Corporation, specifically Preferred A Shares (Unlisted), Preferred B-1
Shares (Unlisted), Preferred B-2 Subseries A Shares (“TCB2A”), Preferred B-2
Subseries B Shares (“TCB2B”), Preferred B-2 Subseries C Shares (“TCB2C”), and
Preferred B-2 Subseries D Shares (“TCB2D”) (collectively herein referred to as the
“Preferred Shares”), to be distributed on their respective distribution dates in
accordance with its respective Prospectuses, the Board of Directors of TECH, in its
special meeting held on 7 March 2025, upon recommendation of management,
approved the suspension of payment of the declared cash dividends until further
notice for all TECH’s Preferred Shares as part of the Company’s strategy to manage
liquidity and to preserve its resources to ensure long-term sustainability of its
business.

Nonetheless, the Corporation maintains its commitment to fulfilling its obligations

to pay its shareholders in accordance with the terms set out in the Prospectuses
of the shares. This includes payment of all dividends due on all Preferred Shares
of the Corporation, and payment of all arrears of dividends outstanding by reason
of the suspension, on future dates to be set by the Corporation.

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March 24, 2025 The Board of Directors of TECH, in its special meeting held on 21 March 2025,
approved the following:

Schedule of the 2025 Annual Stockholders’ Meeting (“ASM”) and setting of the
record date of the stockholders who are entitled to vote during the ASM. The ASM
for this year shall be on 30 May 2025 and the record date for such ASM is on 30
April 2025.

April 14, 2025 The Board of Directors of TECH, in its special meeting held on 14 April 2025,
approved the Advances of $2,000,000 from Camerton, Inc. to Cirtek Holdings
Philippines Corporation. These advances will be used to partially pay off the
maturing loan of the Corporation. Camerton, Inc. is the parent company of Cirtek
Holdings Philippines Corporation.

(c) Disclosures on the Attendees of the Shareholders’ Meeting and Voting Results under
Section 49 of the Revised Corporation Code

May 31, 2024 The following attended the 2024 Annual Shareholders’ Meeting:

1. Camerton, Inc.;
2. Antonio Callueng;
3. Corazon P. Guidote;
4. Brian Gregory Liu;
5. Jerry Liu;
6. Justin Liu;
7. Bernardino Ramos;
8. Michael Stephen Liu;
9. Hector Villanueva;
10. Ernest Fritz Server; and
11. Some stockholders of PCD Nominee Filipino;

The voting results of the agenda discussed last 2024 Annual Shareholders’ Meeting
are as follows:

I. Directors

The following were elected directors of the Corporation for the years 2024-2025:

1. Mr. Jerry Liu

2. Mr. Antonio Callueng
3. Mr. Justin Liu
4. Mr. Michael Stephen Liu
5. Mr. Brian Gregory Liu
6. Mr. Ernest Fritz Server
7. Mr. Bernardino Ramos – Independent Director
8. Mr. Hector Villanueva – Independent Director
9. Ms. Corazon Guidote – Independent Director

II. Shareholders’ Approval

The shareholders approved and/or ratified the following:

1. Minutes of the Annual Stockholders’ Meeting held on 26 May 2023;

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 With stockholders holding 810,336,791 shares representing 100% of the
total issued and outstanding capital stock of the Corporation entitled to vote, who
registered their votes in person, in absentia or by proxy during the meeting, and
who voted in favor of the approval of the Minutes of the Annual Stockholders’
Meeting held 26 May 2023, the Minutes was approved by the stockholders.

2. Acts, resolutions, and proceedings of the Board of Directors and

Management of TECH since the last Annual Stockholders’ Meeting held on 26 May
2023;

With stockholders holding 810,336,791 shares representing 100% of the

total issued and outstanding capital stock of the Corporation entitled to vote, who
registered their votes in person, in absentia or by proxy during the meeting, and
who voted in favor of the approval of the ratification of all acts of the Board and
Management of the Corporation since the last Annual Stockholders’ Meeting held
on 26 May 2023, the approval of the ratification of all acts of the Board and
Management was ratified by the stockholders.

3. Audited Financial Statements as of and for the year ended 31 December

2023;

With stockholders holding 810,336,791 shares representing 100% of the

total issued and outstanding capital stock of the Corporation entitled to vote, who
registered their votes in person, in absentia or by proxy during the meeting, and
who voted in favor of the approval of the approval of the 2023 Annual Financial
Statements, the 2023 Audited Financial Statements of the Corporation was
approved by the stockholders.

4. Appointment of R.S. Bernaldo & Associates as external auditor of TECH

for the calendar year 2024;

With stockholders holding 810,336,791 shares representing 100% of the

total issued and outstanding capital stock of the Corporation entitled to vote, who
registered their votes in person, in absentia or by proxy during the meeting, and
who voted in favor of the reappointment of R.S. Bernaldo & Associates, as the
Company’s external auditor, with Romeo De Jesus, Jr. as the handling partner,
was ratified by the stockholders.

(d) Other Disclosures under Section 49 of the Revised Corporation Code

1. Voting Procedure Used in Previous Meeting

The vote required for the election of Directors and Independent Directors

At all elections of Directors and Independent Directors, there must be present, either in person or by
representative authorized to act by written proxy, or by voting in absentia, the owners of a majority of the
outstanding capital stock. The election must be by ballot if requested by any voting stockholder or member.
Every stockholder entitled to vote shall have the right to vote in person or by proxy, or in absentia the
number of shares of stock standing, at the time fixed in the by-laws, in his own name on the stock books
of the Corporation, and said stockholder may vote such number of shares for as many persons as there are
directors to be elected or he may cumulate said shares and give one candidate as many votes as the
number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute
them on the same principle among as many candidates as he shall see fit: Provided, That the total number

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of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the
Corporation multiplied by the whole number of directors to be elected.

The method by which votes will be counted

Each shareholder may vote in person, by proxy, by remote communication, or by voting in absentia by the
number of shares of stock standing in his name of the books of the Corporation. Each Common and
Preferred A share is entitled to one vote. The stockholders of Preferred B-1, B-2A, B-2B, B-2C, and B-2D
Shares are not entitled to vote except in those cases provided by law. Voting shall be done through remote
communication, in accordance with SEC Memorandum Circular No. 06, Series of 2020. The manner and
procedure by which shareholders may vote is described in “Appendix A”. The Corporate Secretary, Atty.
Dyan Danika G. Lim-Ong, assisted the Corporation’s Stock and Transfer Agent in counting the votes to be
cast.

2. Material information on the current stockholders, and their voting rights

Total Current Stockholders of the Corporation is 28.

The Corporation’s capital stock consists of Common Shares and Preferred A, B1, B2-A, B2-B, B2-C, and B2-
D Shares. The stockholders of Common and Preferred A shares have the same voting rights. Each Common
and Preferred A share is entitled to one vote. The stockholders of Preferred B1, B2-A, B2-B, B2-C, and B2-
D Shares are not entitled to vote except in those cases provided by law.

3. Appraisals and performance report for the board and the criteria and procedure for Assessment

The Board has adopted a policy that allows the Company to provide rewarding and appropriate
compensation packages that combine standard remuneration and performance incentives to its employees.
Ensure that an appropriate internal control system is in place, including setting up a mechanism for
monitoring and managing potential conflicts of interest of Management, board members, and shareholders.
The minimum internal control mechanisms for the Board's oversight responsibility include, but shall not be
limited to:

a. Ensuring the presence of organizational and procedural controls, supported by an

effective management information system and risk management reporting system;

b. Reviewing conflict-of-interest situations and providing appropriate remedial measures

for the same;

c. Defining the duties and responsibilities of the President who shall be ultimately
accountable for the Company's organizational and operational controls; and appointing
a President with the appropriate ability, integrity, and experience to fill the role;

d. Evaluation of proposed senior management appointments;

e. Ensuring the selection, appointment and retention of qualified and competent

management; reviewing the Company’s personnel and human resources policies,
compensation plan and the management succession plan;

f. Institutionalizing the internal audit and enterprise risk management (“ERM”) functions;
and

g. Ensuring the presence of, and regularly reviewing, the performance and quality of
external audit.

3. Director’s disclosures on self-dealing and related party transactions.

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The Board has overall responsibility in ensuring that there is a group-wide policy and system governing
related party transactions (RPTs) and other unusual or infrequently occurring transactions. The Company
established an RPT Policy between the Company or any of its subsidiaries or affiliates and a related party
which shall be subject to review and approval to ensure that the transactions are at arm’s length, the terms
are fair, and they will inure to the best interest of the Company and its subsidiaries or affiliates and their
shareholders. Related party transactions shall be reviewed, approved, and disclosed in accordance with this
Policy consistent with the principles of transparency and fairness. The Board of Directors of the Company,
through its Related Party Transactions Committee (“RPT Committee”), shall have oversight authority over
this Policy. The RPT Committee consists of three (3) members of the Board of Directors, all of whom are
Independent Directors. Related party transactions shall be reviewed, approved, and disclosed in accordance
with the RPT Policy of the Corporation and consistent with the principles of transparency and fairness.

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 CIRTEK HOLDINGS PHILIPPINES CORPORATION AND SUBSIDIARIES
MAP SHOWING THE RELATIONSHIPS BETWEEN AND AMONG THE
COMPANIES IN THE GROUP, ITS ULTIMATE PARENT COMPANY AND CO-
SUBSIDIARIES

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PHILIPPINE FINANCIAL REPORTING STANDARDS AND
INTERPRETATIONS Not Not
Effective as of 31 December 2024 Adopted Adopted Applicable
Philippine Financial Reporting Standards
PFRS 1 First-time Adoption of Philippine Financial ✓
Reporting Standards
PFRS 2 Share-based Payment ✓
Amendments to PFRS 2, Classification and ✓
Measurement of Share-based Payment
Transactions
PFRS 3 Business Combinations ✓
PFRS 4 Insurance Contracts ✓
Amendments to PFRS 4, Applying PFRS 9 ✓
Financial Instruments with PFRS 4 Insurance
Contracts
PFRS 5 Non-current Assets Held for Sale and ✓
Discontinued Operations
PFRS 6 Exploration for and Evaluation of Mineral ✓
Resources
PFRS 7 Financial Instruments: Disclosures ✓
PFRS 8 Operating Segments ✓
PFRS 9 Financial Instruments ✓
PFRS 10 Consolidated Financial Statements ✓
PFRS 11 Joint Arrangements ✓
PFRS 12 Disclosure of Interests in Other Entities ✓
PFRS 13 Fair Value Measurement ✓
PFRS 14 Regulatory Deferral Accounts ✓
PFRS 15 Revenue from Contracts with Customers ✓
PFRS 16 Leases ✓
Philippine Accounting Standards
PAS 1 Presentation of Financial Statements ✓
PAS 2 Inventories ✓
PAS 7 Statement of Cash Flows ✓
PAS 8 Accounting Policies, Changes in Accounting ✓
Estimates and Errors
PAS 10 Events after the Reporting Period ✓
PAS 12 Income Taxes ✓
PAS 16 Property, Plant and Equipment ✓
PAS 17 Leases ✓
PAS 19 Employee Benefits ✓

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PHILIPPINE FINANCIAL REPORTING STANDARDS AND
INTERPRETATIONS Not Not
Effective as of 31 December 2024 Adopted Adopted Applicable
PAS 20 Accounting for Government Grants and ✓
Disclosure of Government Assistance
PAS 21 The Effects of Changes in Foreign Exchange ✓
Rates
PAS 23 Borrowing Costs ✓
PAS 24 Related Party Disclosures ✓
PAS 26 Accounting and Reporting by Retirement ✓
Benefit Plans
PAS 27 Separate Financial Statements ✓
PAS 28 Investments in Associates and Joint Ventures ✓
Amendments to PAS 28, Measuring an ✓
Associate or Joint Venture at Fair Value (Part
of Annual Improvements to PFRSs 2014 -
2016 Cycle)
PAS 29 Financial Reporting in Hyperinflationary ✓
Economies
PAS 32 Financial Instruments: Presentation ✓
PAS 33 Earnings per Share ✓
PAS 34 Interim Financial Reporting ✓
PAS 36 Impairment of Assets ✓
PAS 37 Provisions, Contingent Liabilities and ✓
Contingent Assets
PAS 38 Intangible Assets ✓
PAS 39 Financial Instruments: Recognition and ✓
Measurement
PAS 40 Investment Property ✓
Amendments to PAS 40, Transfers of ✓
Investment Property
PAS 41 Agriculture ✓
Philippine Interpretations
Philippine Changes in Existing Decommissioning, ✓
Interpretation Restoration and Similar Liabilities
IFRIC-1
Philippine Members’ Shares in Co-operative Entities and ✓
Interpretation Similar Instruments
IFRIC-2
Philippine Determining whether an Arrangement ✓
Interpretation contains a Lease
IFRIC-4
Philippine Rights to Interests arising from ✓
Interpretation Decommissioning, Restoration and
IFRIC-5 Environmental Rehabilitation Funds

- 141 -
PHILIPPINE FINANCIAL REPORTING STANDARDS AND
INTERPRETATIONS Not Not
Effective as of 31 December 2024 Adopted Adopted Applicable
Philippine Liabilities arising from Participating in a ✓
Interpretation Specific Market-Waste Electrical and Electronic
IFRIC-6 Equipment
Philippine Applying the Restatement Approach under ✓
Interpretation PAS 29 Financial Reporting in
IFRIC-7 Hyperinflationary Economies
Philippine Interim Financial Reporting and Impairment ✓
Interpretation
IFRIC-10
Philippine Service Concession Arrangements ✓
Interpretation
IFRIC-12
Philippine PAS19The Limit on a Defined Benefit Asset, ✓
Interpretation Minimum Funding Requirements and their
IFRIC-14 Interaction
Philippine Hedges of a Net Investment in a Foreign ✓
Interpretation Operation
IFRIC-16
Philippine Distributions of Non-cash Assets to Owners ✓
Interpretation
IFRIC-17
Philippine Extinguishing Financial Liabilities with Equity ✓
Interpretation Instruments
IFRIC-19
Philippine Stripping Costs in the Production Phase of a ✓
Interpretation Surface Mine
IFRIC-20
Philippine Levies ✓
Interpretation
IFRIC-21
Philippine Foreign Currency Transactions and Advance ✓
Interpretation Consideration
IFRIC-22
Philippine Uncertainty over Income Tax Treatments ✓
Interpretation
IFRIC-23
Philippine Introduction of the Euro ✓
Interpretation
SIC-7
Philippine Government Assistance-No Specific Relation to ✓
Interpretation Operating Activities
SIC-10
Philippine Operating Leases- Incentives ✓
Interpretation
SIC-15

- 142 -
PHILIPPINE FINANCIAL REPORTING STANDARDS AND
INTERPRETATIONS Not Not
Effective as of 31 December 2024 Adopted Adopted Applicable
Philippine Income Taxes- Changes in the Tax Status of ✓
Interpretation an Entity or its Shareholders
SIC-25
Philippine Evaluating the Substance of Transactions ✓
Interpretation Involving the Legal Form of a Lease
SIC-27
Philippine Service Concession Arrangements: Disclosures ✓
Interpretation
SIC-29
Philippine Intangible Assets- Web Site Costs ✓
Interpretation
SIC-32

- 143 -
III. Reconciliation of Retained Earnings Available for Dividend Declaration
As of 31 December 2024

- 144 -
- 145 -
IV Financial Soundness Indicators

CIRTEK HOLDINGS PHILIPPINES CORPORATION AND SUBSIDIARIES

SCHEDULE III - FINANCIAL SOUNDNESS INDICATORS
AS OF AND FOR THE YEAR ENDED 31 DECEMBER 2024

1
Sum of short-term loans and long-term debts
2
EBITDA is calculated as income before income tax plus depreciation and amortization and financial
income (expense).
3
Based on balances as at 31 December 2024 and 31 December 2023

- 146 -
SUPPLEMENTARY SCHEDULES

SCHEDULE A

CIRTEK HOLDINGS PHILIPPINES CORPORATION AND SUBSIDIARIES

SUPPLEMENTARY SCHEDULE OF FINANCIAL ASSETS
AS OF AND FOR THE YEAR-ENDED DECEMBER 31, 2024

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 SCHEDULE B

CIRTEK HOLDINGS PHILIPPINES CORPORATION AND SUBSIDIARIES

SUPPLEMENTARY SCHEDULE OF AMOUNTS RECEIVABLE FROM
DIRECTORS, OFFICERS, EMPLOYEES, RELATED PARTIES, AND
PRINCIPAL STOCKHOLDERS (OTHER THAN RELATED PARTIES)
AS OF AND FOR THE YEAR-ENDED DECEMBER 31, 2024
 SCHEDULE C

CIRTEK HOLDINGS PHILIPPINES CORPORATION AND SUBSIDIARIES

SUPPLEMENTARY SCHEDULE OF AMOUNTS RECEIVABLE FROM
RELATED PARTIES WHICH ARE ELIMINATED DURING THE
CONSOLIDATION OF FINANCIAL STATEMENTS
AS OF AND FOR THE YEAR-ENDED DECEMBER 31, 2024
 SCHEDULE D

CIRTEK HOLDINGS PHILIPPINES CORPORATION AND SUBSIDIARIES

SUPPLEMENTARY SCHEDULE OF INTANGIBLE ASSETS - OTHER
ASSETS
AS OF DECEMBER 31, 2024
 SCHEDULE E

CIRTEK HOLDINGS PHILIPPINES CORPORATION AND SUBSIDIARIES

SUPPLEMENTARY SCHEDULE OF LONG-TERM DEBT
AS OF DECEMBER 31, 2024

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 SCHEDULE F

CIRTEK HOLDINGS PHILIPPINES CORPORATION AND SUBSIDIARIES

SUPPLEMENTARY SCHEDULE OF INDEBTEDNESS TO RELATED
PARTIES (LONG-TERM LOANS FROM RELATED COMPANIES)
AS OF DECEMBER 31, 2024

Indebtedness to related parties (Long-term loans from related companies)

Name of related party Balance at beginning of period Balance at end of period

Not Applicable

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 SCHEDULE G

CIRTEK HOLDINGS PHILIPPINES CORPORATION AND SUBSIDIARIES

SUPPLEMENTARY SCHEDULE OF GUARANTEES OF SECURITIES OF
OTHER ISSUERS
AS OF DECEMBER 31, 2024

Guarantees of Securities of Other Issuers

Name of issuing entity of Title of issue of Amount owned
securities guaranteed by each class of Total amount by person for
the company for which securities guaranteed and which statement Nature of
this statement is filed guaranteed outstanding is file guarantee

Not Applicable

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