C07605-2026

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Oct 23, 2026
2. SEC Identification Number
CS2011102137
3. BIR Tax Identification No.
007-979-726-000
4. Exact name of issuer as specified in its charter
Cirtek Holdings Philippines Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
116 East Main Avenue Phase V SEZ Laguna Technopark Binan Laguna Postal Code 4024
8. Issuer's telephone number, including area code
0495412310
9. Former name or former address, if changed since last report
-
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares 668,505,825
11. Indicate the item numbers reported herein
Item 9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Cirtek Holdings Philippines CorporationTECH

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Sale by Cirtek Holdings Philippines Corporation (the “Company”) of its entire equity interest in its wholly-owned subsidiary, Cirtek Electronics Corporation (“CEC”)
Background/Description of the Disclosure

The Board of Directors of the Company, in its special meeting held on 23 October 2026, approved the sale of its entire ownership interest in CEC to Sancode Semi Private Limited (“Sancode” or the “Purchaser”), consisting of 155,511,959 common shares, including six (6) qualifying shares beneficially owned by the Company through nominee shareholders, representing 100% of the issued and outstanding capital stock of CEC (the “Sale Transaction”).

The purchase price consideration shall be paid in cash by the Purchaser, consisting of a First Tranche Purchase Consideration and a Second Tranche Purchase Consideration. The First Tranche Purchase Consideration of USD 11,320,000, representing the purchase consideration for approximately 60% of the total issued and outstanding shares of CEC, shall be paid at Closing. The Second Tranche Purchase Consideration of USD 8,880,000, representing the purchase consideration for approximately 40% of the total issued and outstanding shares of CEC, shall be paid no later than one (1) year from the Closing Date, which shares shall be held in escrow by an escrow agent until full payment of the said Second Tranche Purchase Consideration.

In relation thereto, the Company and the Purchaser executed on the same date, the Share Purchase Agreement to implement the Sale Transaction. The Sale Transaction will only be consummated upon the satisfaction of closing conditions required under the Share Purchase Agreement.
Date of Approval by
Board of Directors		 Oct 23, 2026
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The Sale Transaction forms part of the Company's strategic initiatives and will enable the Company to realize value from its investment in CEC through the sale of its entire ownership interest. The proceeds from the transaction are expected to strengthen the Company's financial position, reduce outstanding debt, and provide additional liquidity for future corporate requirements and strategic initiatives. A portion of the proceeds will be used to partially settle the Company's bank loans, while the remainder will support the working capital requirements of Cirtek Advanced Technologies and Solutions Inc. (“CATSI”), the Company's remaining operating subsidiary.

The purpose and anticipated benefits of the transaction include the following:

• Foreign Investment: Additional foreign capital will be infused into a Philippine company.

• Modernization and Competitiveness: The transaction is expected to support the modernization of manufacturing facilities and equipment of CEC, potentially reducing production costs, expanding capacity and enhancing competitiveness.

• Debt Reduction: Proceeds received by the Company are expected to be used primarily to repay existing bank loans, subject to the allocation of proceeds.

• Employment Continuity: The Purchaser is expected to ensure continuity of the employment of the existing employees of CEC.
Details of the acquisition or disposition
Date Oct 23, 2026
Manner

Sale of the entire issued and outstanding common shares of CEC through a Share Purchase Agreement entered into by the Company, as Seller, and the Purchaser.
Description of the company to be acquired or sold

CEC is a corporation incorporated under the laws of the Philippines; a wholly-owned subsidiary of the Company engaged in the business of outsourced semiconductor assembly and testing (OSAT).
The terms and conditions of the transaction
Number of shares to be acquired or disposed 155,511,959
Percentage to the total outstanding shares of the company subject of the transaction 100
Price per share $0.1299
Nature and amount of consideration given or received

Cash consideration payable by the Purchaser, consisting of a First Tranche Purchase Consideration and a Second Tranche Purchase Consideration. The First Tranche Purchase Consideration of USD 11,320,000, representing the purchase consideration for approximately 60% of the total issued and outstanding shares of CEC, shall be paid at Closing. The Second Tranche Purchase Consideration of USD 8,880,000, representing the purchase consideration for approximately 40% of the total issued and outstanding shares of CEC, shall be paid no later than one (1) year from the Closing Date, which shares shall be held in escrow by an escrow agent until full payment of the said Second Tranche Purchase Consideration.
Principle followed in determining the amount of consideration

The consideration as mutually agreed by the parties was based on the Net Asset Value of CEC.
Terms of payment

The purchase price shall be paid in two tranches, consisting of the First Tranche Purchase Consideration and the Second Tranche Purchase Consideration as described above.
Conditions precedent to closing of the transaction, if any

Closing of the transaction is subject to the fulfilment or waiver of the conditions precedent, including the execution and delivery of the required transaction documents, corporate approvals, regulatory filings, certificates, payment of the First Tranche Purchase Consideration, and other customary conditions agreed by the parties.
Any other salient terms

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Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Sancode Semi Private Limited The Purchaser is not a director, officer, affiliate, or related party of the Company.
Effect(s) on the business, financial condition and operations of the Issuer, if any

Upon closing of the transaction, CEC shall cease to be a subsidiary of the Company. As reported in the Company’s Audited Financial Statements for the FY ended 31 December 2025, the total assets of CEC represent 28.24% of the Company’s consolidated total assets. As further reported, CEC contributed 49.97% to the Company’s consolidated revenues.
Other Relevant Information

In relation to the Purchaser’s acquisition of CEC, the Purchaser intends to earmark USD 2,000,000 for capital expenditure (CAPEX) and USD 2,800,000 for an employee benefit plan, in support of the upgrading of equipment and technology for capacity expansion, and full retention of employees. This is in line with the above-stated anticipated benefits of the transaction.

Please see the attached SEC Form 17-C.
Filed on behalf by:
Name Emelita Cruzada
Designation Chief Compliance Officer