A thin-film transistor comprises a semiconductor panel, a dielectric layer, a semiconductor film layer, a conduct layer, a source and a drain. The semiconductor panel comprises a base, an intra-dielectric layer, at least one metal wire layer and at least one via layer. The dielectric layer is stacked on the semiconductor panel. The semiconductor film layer is stacked on the dielectric layer. The conduct layer is formed on the semiconductor film layer. The source is formed on the via of the vias that is adjacent to and connects to the gate via. The drain is formed on another via of the vias that is adjacent to and connects to the gate via. A fabricating method for a thin-film transistor with metal-gates and nano-wires is also disclosed.