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CTV — AGM Information 2026
May 13, 2026
52791_rns_2026-05-13_4a657e78-80e2-4e9e-a39e-06f6a02744c6.pdf
AGM Information
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Stock Code
9 9 2 8

CHINA TELEVISION COMPANY, Ltd.
Handbook for the 2026 Annual Meeting of Shareholders'
Method Of Convening: Physical Shareholders’ Meeting
Date: June 26, 2026 at 9:00 a.m.
Place: B2, No.118, Chongyang Rd., Nangang Dist., Taipei City
TABLE OF CONTENTS
I. Meeting Procedure 1
II. Meeting Agenda 2
(1) Management Presentation 3
(2) Proposals 3
(3) Discussions 3
(4) Questions and Motions 3
(5) Adjournment 3
III. Attachments
(1) 2025 Business Report 4
(2) Audit Committee Review Report on the 2025 5
(3) Auditors' Report and Individual Financial Statements for the Year 2025 6
(4) Auditors' Report and Consolidated Financial Statements for the Year 2025 15
(5) Deficit Compensation Statement for the Year 2025 24
(6) Comparative Table for the Current and Amended "Rules of Procedure for Shareholders' Meetings" 25
IV. Appendices
(1) Articles of Incorporation 30
(2) Rules of Procedure for Shareholders' Meetings (before revision) 36
(3) Shareholding of All Director 43
(4) Information on Shareholders Holding More Than 1% of the Company's Issued Shares and Related Proposals 43
I. Meeting Procedure
CHINA TELEVISION COMPANY, Ltd.
PROCEDURE FOR THE 2026 ANNUAL
MEETING OF SHAREHOLDERS
- Call the Meeting to Order
- Chairperson Remarks
- Management Presentation
- Proposals
- Discussion
- Questions and Motions
-
Adjournment
-
1 -
II. Meeting Agenda
CHINA TELEVISION COMPANY, Ltd.
2026 ANNUAL SHAREHOLDERS’ MEETING AGENDA
Time: June 26, 2026 (Friday) at 9:00 a.m. sharp
Place: B2, No.118, Chongyang Rd., Nangang Dist., Taipei City
Convening method: Physical shareholders’ meeting
Attendance: All shareholders and equity representatives
Chair: Lu Hsiu Fang
- Call the Meeting to Order.
- Chairperson Remarks
- Management Presentation
(1) 2025 Business Report
(2) Audit Committee’s Review Report on the 2025 - Proposals
(1) Adoption of the 2025 Business Report and Financial Statements
(2) Adoption of the Proposal for 2025 Deficit Compensation - Discussion
(1) Amendment to the Rules of Procedure for Shareholder Meetings - Questions and Motions
- Adjournment
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1. Management Presentations
Report No.1
Proposal: Submission of the Company’s Business Overview Report for the Year 2025 for review.
Explanation: Explanation: Please refer to Attachment 1 on page 4 of this manual for the Business Report for the Year 2025.
Report No.2
Proposal: Submission of the Audit Committee’s Review Report on the Year 2025 Financial Statements for review.
Explanation: Please refer to Attachment 2 on page 5 of this manual for the Audit Committee Review Report for the Year 2025.
2. Proposals
Agenda Item 1 (Proposed by the Board of Directors)
Proposal: Approval of the Company’s Business Report and Financial Statements for the Year 2025.
Explanation:
(1) The Company’s Business Report and the individual and consolidated financial statements for the Year 2025 have been approved by the 12th meeting of the 20th Board of Directors and reviewed by the Audit Committee, which has issued a written review report.
(2) Please refer to Attachment 1 on page 4, Attachment 3 on pages 6 to 14, and Attachment 4 on pages 15 to 23 of this manual for the Business Report and the individual and consolidated financial statements, and approve accordingly.
Resolution:
Agenda Item 2 (Proposed by the Board of Directors)
Proposal: Approval of the Company’s Loss Compensation Plan for the Year 2025.
Explanation:
(1) The Loss Compensation Statement for the Year 2025 has been approved by the 12th meeting of the 20th Board of Directors and reviewed by the Audit Committee, which has issued a written review report.
(2) Please refer to Attachment 5 on page 24 of this manual for the Loss Compensation Statement, and approve accordingly.
Resolution:
3. Discussion
Agenda Item 1 (Proposed by the Board of Directors)
Proposal: Amendment to the Company’s “Shareholders’ Meeting Rules.”
Explanation: Explanation: According to the letter No. 1150331020 issued by the Financial Supervisory Commission of the Republic of China on February 13, Year 2026, partial amendments to the Company’s “Shareholders’ Meeting Rules” are proposed. Please refer to Attachment 6 on pages 25 to 29 of this manual for the comparison table of the amended and original provisions.
Resolution:
4. Questions and Motions
5. Adjournment
III. Attachments
Attachments 1
CHINA TELEVISION COMPANY, Ltd.
2025 BUSINESS REPORT
- Implementation Results of the Business Plan for the Year 2025 :
Unit: In Thousands of NTD
| Item | Amount |
|---|---|
| OperatingRevenue | 879,893 |
| Operating Costs | 868,241 |
| Operating Expenses | 166,550 |
| Selling Expenses | 50,840 |
| Administrative Expenses | 119,248 |
| Expected Credit Loss Benefit | (3,538) |
| Operating Net Loss | (154,898) |
| Non-operating Net Income | 71,774 |
| Pre-tax Loss | (83,124) |
| Income Tax Benefit (Expense) | (16,231) |
| Net Loss After Tax | (99,355) |
-
Budget Execution for the Year 2025: None; no financial forecast was prepared for this year.
-
Profitability Analysis for the Year 2025:
| Item | Percentage |
|---|---|
| Return on Assets | -1.17 % |
| Return on Shareholders’ Equity | -4.53 % |
| Operating Net Loss as a Percentage of Paid-in Capital | -21.90 % |
| Pre-tax Net Loss as a Percentage of Paid-in Capital | -11.75 % |
| Net Loss Ratio | -11.29 % |
| Earnings Per Share | -1.40 元 |
- Research and Development Status :
(1) Program Media Asset Construction: In March of Year 2020, a program media asset management system was introduced to strengthen asset management, establish a sharing mechanism, and a multifunctional transcoding system to meet copyright content sales and broadcasting needs across different platforms. The program archive contains 70,125 hours of historical data; among them, program tapes account for 40,787 hours and material tapes for 29,338 hours. As of early February Year 2026, the digitalization rate of historical program tapes uploaded into the archive is:
- Digitized: 40,787 hours, 100% completed
- Metadata established: 12,259 hours, 30.05% completed
(2) The Company established an Information Security Management System (ISMS) based on the ISO/IEC 27001:2022 standard on January 7 and January 19-21, Year 2026, and completed external verification audits. After review and confirmation by a third-party certification body, the Company's system planning and implementation meet the standard requirements, and the certification has been officially obtained. The Company will continue to enforce the system, conduct regular follow-up audits and management reviews to ensure the ISMS remains effective and continuously improves.
(3) With the advancement of broadcasting technology, the fiber optic signal transmission method originally used by the northern and eastern transmission stations has become increasingly costly to maintain and no longer aligns with overall efficiency. After careful evaluation and testing, it will be gradually replaced in phases by network transmission equipment. The new solution's transmission stability has been proven to effectively replace fiber optics, offers more flexible deployment that can be quickly adjusted according to actual needs, and effectively reduces overall construction and operating costs, enhancing resource utilization and management efficiency.
Attachments 2
CHINA TELEVISION COMPANY, Ltd.
AUDIT COMMITTEE REVIEW REPORT
The Board of Directors has submitted the Company’s Business Report, Financial Statements, Consolidated Financial Statements, and Loss Compensation Proposal for the Year 2025. The financial statements and consolidated financial statements have been audited by KPMG Taiwan and an audit report has been issued. After review by the Audit Committee, no discrepancies were found. Accordingly, this report is prepared in accordance with Article 219 of the Company Act for your review and approval.
To
The Company’s 2026 General Shareholders’ Meeting
China Television Company, Ltd
Audit Committee Convener

M A R C H 1 1 , 2 0 2 6
Attachments 3
INDEPENDENT AUDITORS' REPORT
To the board of directors of China Television Company, Ltd.:
Audit Opinion
The balance sheets of China Television Enterprise Co., Ltd. as of December 31, 2025 and 2024, and the comprehensive income statements, statements of changes in equity, and cash flow statements for the years ended December 31, 2025 and 2024, as well as the notes to the individual financial statements (including a summary of significant accounting policies), have been audited by us.
In our opinion, the aforementioned individual financial statements have been prepared, in all material respects, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and fairly present the financial position of China Television Enterprise Co., Ltd. as of December 31, 2025 and 2024, and its financial performance and cash flows for the years then ended.
Basis for Audit Opinion
Our audit was conducted in accordance with the Rules Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the section titled "Responsibilities of the Auditor for the Audit of the Individual Financial Statements." The personnel of our firm are subject to independence regulations and have maintained independence from China Television Enterprise Co., Ltd. in accordance with the Code of Ethics for Professional Accountants and have fulfilled other ethical responsibilities. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the individual financial statements of China Television Enterprise Co., Ltd. for the year 2025. These matters were addressed in the context of our audit of the individual financial statements as a whole and in forming our audit opinion; we do not provide a separate opinion on these matters. The key audit matters communicated in this report are as follows:
1. Revenue Recognition
For accounting policies related to revenue recognition, please refer to Note 4(16) "Recognition of Revenue" in the individual financial statements; for explanations on revenue recognition, please refer to Note 6(21) "Revenue from Customer Contracts."
Explanation of Key Audit Matter:
Whether advertising revenue and project income are recognized in accordance with contract terms involves significant judgment in revenue recognition.
Errors in the calculation of these revenues could result in material misstatement of revenue recognition for China Television Enterprise Co., Ltd. Audit Procedures in Response:
Our main audit procedures for this key audit matter included:
- Testing the sales and collection cycle and related manual controls over financial reporting; reconciling and verifying data on advertising billing documents with general ledger entries; and assessing whether the revenue recognition policies comply with relevant accounting pronouncements.
- Reviewing relevant customer contract terms and testing the consistency of accounting treatment for advertising pricing clauses; considering the accounting treatment and disclosures of sales discounts.
2. Fair Value Measurement of Investment Properties
For accounting policies related to subsequent measurement of investment properties, please refer to Note 4(11); for explanations regarding judgments on fair value measurement of investment properties, please refer to Note 5(1); for disclosures on fair value of investment properties, please refer to Note 6(10).
Explanation of Key Audit Matter:
Investment properties of China Television Enterprise Co., Ltd. are significant operating assets, accounting for approximately 45% of total assets. The accounting treatment follows International Accounting Standard 40, initially measured at cost and subsequently measured using the fair value model, with changes in fair value recognized in profit or loss for the period. Since the company uses external real estate appraisers' reports as the basis for assessing fair value, the market data referenced in the appraisal reports and the financial information such as rental income provided by the company involve significant judgment and estimation uncertainty. Inappropriate fair value measurement could lead to misstatements in the financial statements. Therefore, the fair value measurement of investment properties is a significant audit matter.
Our main audit procedures for this key audit matter included:
- Evaluating the qualifications, objectivity, and experience of the external real estate appraisers appointed by the company for fair value measurement.
- Reviewing the reasonableness of significant assumptions used in the appraisal reports, verifying lease agreements, and comparing relevant market information to assess whether future cash flows, income, and discount rates were applied in accordance with regulations.
- Reconciling the appraisal reports with related accounting records to confirm the accuracy of accounting treatment.
Responsibilities of Management and Those Charged with Governance for the Individual Financial Statements
Management is responsible for preparing individual financial statements that fairly present the financial position in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for maintaining necessary internal controls related to the preparation of the individual financial statements to ensure they are free from material misstatement due to fraud or error.
In preparing the individual financial statements, management is also responsible for assessing China Television Enterprise Co., Ltd.'s ability to continue as a going concern, disclosing related matters, and using the going concern basis of accounting unless management intends to liquidate the company or cease operations, or has no realistic alternative but to do so.
The governance body of China Television Enterprise Co., Ltd. (including the Audit Committee) is responsible for overseeing the financial reporting process.
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Auditor’s Responsibilities for the Audit of the Individual Financial Statements
Our objective is to obtain reasonable assurance about whether the individual financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with auditing standards will always detect a material misstatement when it exists. Misstatements may arise from fraud or error and are considered material if individually or in aggregate they could reasonably influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with auditing standards, we exercise professional judgment and maintain professional skepticism:
-
Identify and assess the risks of material misstatement of the individual financial statements due to fraud or error; design and perform audit procedures responsive to those risks; and obtain sufficient appropriate audit evidence to provide a basis for our opinion. Because fraud may involve collusion, forgery, intentional omissions, misrepresentations, or override of internal control, the risk of not detecting a material misstatement due to fraud is higher than for one due to error.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the related disclosures in the individual financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on audit evidence obtained up to the date of our audit report. Future events or conditions may cause the company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the individual financial statements, including the disclosures, and whether the individual financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of investees accounted for using the equity method to express an opinion on the individual financial statements. We are responsible for the direction, supervision, and performance of the audit and for forming the audit opinion on the individual financial statements of China Television Enterprise Co., Ltd.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control identified during the audit.
We also provide those charged with governance with a statement that the personnel of our firm have complied with relevant ethical requirements regarding independence and communicate all relationships and other matters that may reasonably be thought to bear on our independence, and related safeguards.
- 8 -
From the matters communicated with those charged with governance, we determine the key audit matters of the audit of the individual financial statements of China Television Enterprise Co., Ltd. for the year 2025. We describe these matters in our audit report unless law or regulation prohibits public disclosure of the matter or, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
KPMG Taiwan
Han I-lien, Chen Tsung-che
Accountant:
No. of approval document : Jin-Guan-Zheng-Shen-Zi No.
from the securities 1090332798
competent authority Jin-Guan-Zheng-Shen-Zi No.
March 11, 2026 1000011652
- 9 -
CHINA TELEVISION COMPANY, Ltd.
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | 2025.12.31 | 2024.12.31 | |||
|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | ||
| Current assets: | |||||
| 1100 | Cash and cash equivalents | $ 129,742 | 3 | 176,188 | 3 |
| 1150 | Notes receivable, net | 703 | - | 1,053 | - |
| 1170 | Accounts receivable, net | 115,977 | 2 | 119,877 | 2 |
| 1180 | Accounts receivable - related parties, net | 29,877 | 1 | 6,537 | - |
| 1200 | Other receivables | 8,027 | - | 2,656 | - |
| 130X | Inventories | 2,414 | - | 183 | - |
| 1338 | Programs to be broadcast | 58,647 | 1 | 72,571 | 2 |
| 1410 | Prepayments | 8,241 | - | 10,316 | - |
| 1476 | Other financial assets - current | 657 | - | 980 | - |
| 1479 | Other current assets - others | 8,068 | - | 8,179 | - |
| 362,353 | 7 | 398,540 | 7 | ||
| Non-current assets: | |||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 94,382 | 2 | 96,370 | 2 |
| 1550 | Investments accounted for using the equity method | 9,211 | - | 9,362 | - |
| 1600 | Property, plant and equipment | 2,378,716 | 44 | 2,409,544 | 45 |
| 1755 | Right-of-use assets | 33,458 | 1 | 8,905 | - |
| 1760 | Investment properties, net | 2,438,693 | 45 | 2,405,426 | 45 |
| 1780 | Intangible assets | 3,181 | - | 5,892 | - |
| 1975 | Net defined benefit assets - non-current | 52,999 | 1 | 40,146 | 1 |
| 1980 | Other financial assets - non-current | 1,419 | - | 1,418 | - |
| Total non-current assets | 5,012,059 | 93 | 4,977,063 | 93 | |
| Total assets | $ 5,374,412 | 100 | 5,375,603 | 100 | |
| Liabilities and Equity | 2025.12.31 | 2024.12.31 | |||
| --- | --- | --- | --- | --- | --- |
| Current liabilities: | AMOUNT | % | AMOUNT | % | |
| 2100 | Short-term loans | $ 1,460,000 | 27 | 1,410,000 | 26 |
| 2130 | Contract liabilities - current | 18,914 | - | 27,186 | 1 |
| 2150 | Notes payable | - | - | 588 | - |
| 2170 | Accounts payable | 77,468 | 2 | 73,974 | 2 |
| 2180 | Accounts payable - related parties | 38,748 | 1 | 18,843 | - |
| 2200 | Other payables | 151,087 | 3 | 166,652 | 3 |
| 2280 | Lease liabilities - current | 15,937 | - | 5,578 | - |
| 2300 | Other current liabilities | 17,397 | - | 18,925 | - |
| 2320 | Long-term liabilities current portion | - | - | 750,000 | 14 |
| Non-current liabilities: | |||||
| 2540 | Long-term loans | 750,000 | 14 | - | - |
| 2570 | Deferred income tax liabilities | 669,010 | 13 | 653,558 | 12 |
| 2580 | Lease liabilities - non-current | 19,383 | - | 5,043 | - |
| 2670 | Other non-current liabilities - others | 8,695 | - | 7,912 | - |
| Total liabilities | 1,447,088 | 27 | 666,513 | 12 | |
| Equity: | |||||
| 3100 | Share capital | 707,246 | 13 | 707,246 | 14 |
| 3200 | Capital surplus | 67,856 | 1 | 67,856 | 1 |
| 3300 | Retained earnings | 1,046,304 | 20 | 1,133,887 | 21 |
| 3400 | Other equity | 326,367 | 6 | 328,355 | 6 |
| Total equity | 2,147,773 | 40 | 2,237,344 | 42 | |
| Total Liabilities and Equity | $ 5,374,412 | 100 | 5,375,603 | 100 |
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CHINA TELEVISION COMPANY, Ltd.
STATEMENTS OF COMPREHENSIVE INCOME
JANUARY 1 THROUGH DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Years Ended December 31 | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| AMOUNT | % | AMOUNT | % | ||
| 4000 | Operating revenue | $ 879,893 | 100 | 899,627 | 100 |
| 5000 | Operating costs | 868,241 | 99 | 789,898 | 88 |
| Gross profit from operations | 11,652 | 1 | 109,729 | 12 | |
| 6000 | Operating expenses: | ||||
| 6100 | Selling expenses | 50,840 | 5 | 50,882 | 6 |
| 6200 | Administrative expenses | 119,248 | 14 | 132,710 | 15 |
| 6450 | Expected credit loss benefit | (3,538) | - | - | - |
| 166,550 | 19 | 183,592 | 21 | ||
| Operating net loss | (154,898) | (18) | (73,863) | (9) | |
| Non-operating income and expenses: | |||||
| 7100 | Interest income | 655 | - | 907 | - |
| 7010 | Other income | 83,332 | 9 | 89,330 | 10 |
| 7020 | Other gains and losses | 33,233 | 4 | (2,579) | - |
| 7050 | Finance costs | (45,295) | (4) | (47,168) | (5) |
| 7370 | Share of losses of subsidiaries accounted for using the equity method | (151) | - | (147) | - |
| 71,774 | 9 | 40,343 | 5 | ||
| 7900 | Net gain(loss) before tax | (83,124) | (9) | (33,520) | (4) |
| 7950 | Less: income tax expense | 16,231 | 2 | 1,697 | - |
| Net gain (loss) | (99,355) | (11) | (35,217) | (4) | |
| 8300 | Other comprehensive income (loss): | ||||
| 8310 | Items not reclassified to profit or loss | ||||
| 8311 | Remeasurements of defined benefit plans unrealized gains | 11,772 | 1 | 13,462 | 1 |
| 8316 | Losses on equity instruments measured at fair value through other comprehensive | (1,988) | - | (40,098) | (4) |
| 8300 | Other comprehensive income (loss) for the year | 9,784 | 1 | (26,636) | (3) |
| Total comprehensive income (loss) for the year | $ (89,571) | (10) | (61,853) | (7) | |
| Loss per share | |||||
| 9750 | Basic loss per share (NT$) | $ | (1.40) | (0.57) | |
| 9850 | Diluted loss per share (NT$) | $ | (1.40) | (0.57) |
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CHINA TELEVISION COMPANY, Ltd.
STATEMENT OF CHANGES IN EQUITY
JANUARY 1 THROUGH DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Share capital common share | Capital surplus | Retained earnings | Other equity interests | ||||
|---|---|---|---|---|---|---|---|
| Special reserve | Unappropriated retained earnings | Unrealized gains (losses) from financial assets measured at fair value though other comprehensive income | Real estate revaluation increment | Total equity | |||
| Balance as of January 1, 2024 | $ 607,246 | 13,756 | 1,121,566 | 34,076 | (9,183) | 377,636 | 2,145,097 |
| Net income loss for the year | - | - | - | (35,217) | - | - | (35,217) |
| Other comprehensive income (loss) | - | - | - | 13,462 | (40,098) | - | (26,636) |
| Total comprehensive income (loss) | - | - | - | (21,755) | (40,098) | - | (61,853) |
| Appropriation and distribution of earnings: | |||||||
| Special reserve appropriated from investment properties measured at fair value | - | - | 34,076 | (34,076) | - | - | - |
| Cash capital increase | 100,000 | 50,000 | - | - | - | - | 150,000 |
| Employee stock option compensation cost | - | 4,100 | - | - | - | - | 4,100 |
| Balance as of December 31, 2024 | 707,246 | 67,856 | 1,155,642 | (21,755) | (49,281) | 377,636 | 2,237,344 |
| Net income loss for the year | - | - | - | (99,355) | - | - | (99,355) |
| Other comprehensive income (loss) | - | - | - | 11,772 | (1,988) | - | 9,784 |
| Total comprehensive income (loss) | - | - | - | (87,583) | (1,988) | - | (89,571) |
| Balance as of December 31, 2025 | $ 707,246 | 67,856 | 1,155,642 | (109,338) | (51,269) | 377,636 | 2,147,773 |
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CHINA TELEVISION COMPANY, Ltd.
STATEMENTS OF CASH FLOWS
JANUARY 1 THROUGH DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Years Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from operating activities: | ||
| Income before income tax | $ (83,124) | (33,520) |
| Adjustments: | ||
| Adjustments to reconcile profit (loss) | ||
| Depreciation expense | 62,375 | 59,896 |
| Amortization expense | 4,397 | 5,134 |
| Expected credit loss benefit | (3,538) | - |
| Interest expense | 45,294 | 47,166 |
| Interest income | (655) | (907) |
| Dividend income | (3,272) | (3,821) |
| Share of losses of subsidiaries accounted for using the equity method | 151 | 147 |
| Lease modification gains | (29) | - |
| Unrealized foreign exchange losses (gains) | 2 | (106) |
| Fair value adjustments on investment property | (33,267) | 2,642 |
| Share-based payment | - | 4,100 |
| Other income | (144) | - |
| Total gains and losses items | 71,314 | 114,251 |
| Changes in assets and liabilities related to operating activities: | ||
| Notes receivable | 350 | 5,723 |
| Accounts receivable | 7,436 | 36,103 |
| Accounts receivable - related parties | (23,340) | (2,793) |
| Other receivables | (5,354) | 2,694 |
| Inventories | (2,231) | 2,997 |
| Programs to be broadcast | 13,924 | 50,751 |
| Prepayments | 2,075 | (6,109) |
| Other current assets | 111 | (5,766) |
| Other non-current assets | (1,081) | (643) |
| Contract liabilities | (8,272) | (7,422) |
| Notes payable | (588) | (1,633) |
| Accounts payable | 3,494 | (14,461) |
| Accounts payable - related parties | 19,905 | (7,948) |
| Other payables | (10,486) | 14,089 |
| Other current liabilities | (304) | (1,526) |
| Deposits received | (297) | (2,713) |
| Net changes in assets and liabilities related to operating activities | (4,658) | 61,343 |
| Total adjustments | 66,656 | 175,594 |
| Cash inflows (outflows) by operations | (16,468) | 142,074 |
| Interest received | 655 | 907 |
| Dividends received | 3,272 | 3,821 |
| Interest paid | (45,110) | (46,892) |
| Income taxes paid | (796) | (1,243) |
| Net cash inflows (outflows) from operating activities | (58,447) | 98,667 |
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CHINA TELEVISION COMPANY, Ltd.
STATEMENTS OF CASH FLOWS (CONTINUED)
JANUARY 1 THROUGH DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Years Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from investing activities: | ||
| Acquisition of property, plant and equipment | (21,077) | (14,974) |
| Acquisition of investment properties | - | (385) |
| Acquisition of intangible assets | (1,686) | (1,805) |
| Decrease (increase) in other financial assets | 322 | (830) |
| Net cash outflows from investing activities | (22,441) | (17,994) |
| Cash flows from financing activities: | ||
| Increase in short-term loans | 50,000 | - |
| Decrease in short-term loans | - | (170,000) |
| Proceeds from long-term loans | 750,000 | - |
| Repayment of long-term loans | (750,000) | - |
| Lease principal repayments | (15,558) | (15,940) |
| Cash capital increase | - | 150,000 |
| Net cash inflows (outflows) from financing activities | 34,442 | (35,940) |
| Net (decrease) increase in cash and cash equivalents | (46,446) | 44,733 |
| Cash and cash equivalents at beginning of year | 176,188 | 131,455 |
| Cash and cash equivalents at end of year | $ 129,742 | 176,188 |
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Attachments 4
INDEPENDENT AUDITORS' REPORT
To the board of directors of China Television Company, Ltd.:
Audit Opinion
The consolidated balance sheets of China Television Enterprise Co., Ltd. and its subsidiaries (China Television Group) as of December 31, 2025 and 2024, the consolidated comprehensive income statements, consolidated statements of changes in equity, and consolidated cash flow statements for the years ended December 31, 2025 and 2024, as well as the notes to the consolidated financial statements (including a summary of significant accounting policies), have been audited by us.
In our opinion, the aforementioned consolidated financial statements have been prepared, in all material respects, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, interpretations, and interpretations announcements recognized and promulgated by the Financial Supervisory Commission, and fairly present the consolidated financial position of China Television Group as of December 31, 2025 and 2024, and its consolidated financial performance and consolidated cash flows for the years then ended.
Basis for Audit Opinion
Our audit was conducted in accordance with the Rules Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. The personnel of our firm are subject to independence regulations and have maintained independence from China Television Group in accordance with the Code of Ethics for Professional Accountants and have fulfilled other ethical responsibilities. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of China Television Group for the year ended 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our audit opinion; we do not provide a separate opinion on these matters. The key audit matters we communicated in our audit report are as follows:
1. Revenue Recognition
The accounting policies related to revenue recognition are detailed in Note 4(16) "Revenue Recognition" of the consolidated financial statements; explanations on revenue recognition are detailed in Note 6(20) "Revenue from Customer Contracts." Description of Key Audit Matter:
Whether advertising revenue and project revenue are recognized in accordance with contract terms involves significant judgment in revenue recognition. Errors in the calculation of these revenues could result in material misstatement of the Group's revenue recognition.
Audit Procedures Performed:
Our main audit procedures for this key audit matter included:
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Testing the sales and collection operational cycles and related manual controls over financial reporting; reconciling and verifying data on advertising billing documents against general ledger entries; and assessing whether the Group's revenue recognition policies comply with relevant accounting pronouncements.
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Reviewing relevant customer contract terms and testing the consistency of accounting treatment for the Group's advertising pricing terms, including consideration of accounting treatment and disclosures related to sales discounts.
2. Fair Value Measurement of Investment Properties
The accounting policy for subsequent measurement of investment properties is detailed in Note 4(11); the judgment explanation for fair value measurement of investment properties is detailed in Note 5(1); disclosures of fair value of investment properties are detailed in Note 6(9).
Description of Key Audit Matter:
Investment properties are significant operating assets of China Television Group, accounting for approximately 45% of total assets. The accounting treatment follows International Accounting Standard 40, initially measured at cost and subsequently measured using the fair value model, with changes in fair value recognized in profit or loss. Since the Group uses external real estate appraisers' reports as the basis for assessing the fair value of investment properties, the market data referenced in the appraisal reports and the financial information such as rental income provided by the Group involve significant judgment and estimation uncertainty. Inappropriate fair value measurement could lead to misstatement in the financial statements. Therefore, the fair value measurement of investment properties is one of the important audit evaluation matters in our audit of the Group's consolidated financial statements. Audit Procedures Performed:
Our main audit procedures for this key audit matter included:
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Evaluating the professionalism, objectivity, and experience of the real estate appraisers appointed by the Group responsible for fair value measurement.
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Reviewing the reasonableness of significant assumptions used in the appraisal reports, verifying lease agreements, and comparing relevant market information to assess whether future cash flows, income, and discount rates were applied in accordance with regulations.
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Verifying the appraisal reports against related accounting records to confirm the accuracy of accounting treatment.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, interpretations, and interpretations announcements recognized and promulgated by the Financial Supervisory Commission, and for maintaining necessary internal controls related to the preparation of consolidated financial statements to ensure they are free from material misstatement due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing China Television Group’s ability to continue as a going concern, disclosing matters related to going concern, and using the going concern basis of accounting unless management intends to liquidate the Group or cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the financial reporting process of China Television Group.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with auditing standards will always detect a material misstatement when it exists. Misstatements may arise from fraud or error and are considered material if individually or in aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit:
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Identify and assess the risks of material misstatement of the consolidated financial statements due to fraud or error; design and perform audit procedures responsive to those risks; and obtain sufficient appropriate audit evidence to provide a basis for our audit opinion. Because fraud may involve collusion, forgery, intentional omissions, misrepresentations, or override of internal control, the risk of not detecting a material misstatement due to fraud is higher than for one due to error.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit and for forming the group audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control identified during the audit.
We also provide those charged with governance with a statement that the personnel of our firm have complied with relevant ethical requirements regarding independence and communicate all relationships and other matters that may reasonably be thought to bear on our independence, and related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of China Television Group for the year ended 2025 and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure of the matter or, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
KPMG Taiwan
Han I-lien, Chen Tsung-che
Accountant:
No. of approval document : Jin-Guan-Zheng-Shen-Zi No.
from the securities 1090332798
competent authority Jin-Guan-Zheng-Shen-Zi No. 1000011652
March 11, 2026
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CHINA TELEVISION COMPANY, Ltd. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | 2025.12.31 | 2024.12.31 | Liabilities and Equity | 2025.12.31 | 2024.12.31 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | AMOUNT | % | AMOUNT | % | ||||
| Current assets: | Current liabilities: | ||||||||||
| 1100 | Cash and cash equivalents (Note 6(1)) | $ 137,866 | 3 | 184,474 | 3 | 2100 | Short-term loans (Note 6(11)) | $ 1,460,000 | 27 | 1,410,000 | 26 |
| 1150 | Notes receivable, net (Note 6(3)) | 703 | - | 1,053 | - | 2130 | Contract liabilities - current (Notes 6(20) and 7) | 18,914 | 1 | 27,186 | 1 |
| 1170 | Accounts receivable, net (Note 6(3)) | 115,977 | 2 | 119,877 | 2 | 2150 | Notes payable | - | - | 588 | - |
| 1180 | Accounts receivable - related parties, net (Notes 6(3) and 7) | 29,877 | 1 | 6,537 | - | 2170 | Accounts payable | 77,468 | 2 | 73,974 | 2 |
| 1200 | Other receivables (Notes 6(4) and 7) | 8,032 | - | 2,658 | - | 2180 | Accounts payable - related parties (Note 7) | 38,748 | 1 | 18,843 | - |
| 130X | Inventories (Note 6(5)) | 2,414 | - | 183 | - | 2200 | Other payables (Notes 6(15) and 7) | 151,172 | 3 | 166,736 | 3 |
| 1338 | Programs to be broadcast (Note 6(6)) | 58,647 | 1 | 72,571 | 2 | 2280 | Lease liabilities - current (Notes 6(13) and 7) | 15,937 | - | 5,578 | - |
| 1410 | Prepayments (Note 7) | 8,241 | - | 10,316 | - | 2300 | Other current liabilities (Note 7) | 17,397 | - | 18,925 | - |
| 1476 | Other financial assets - current | 657 | - | 980 | - | 2320 | Long-term liabilities current portion (Note 6(12)) | - | - | 750,000 | 14 |
| 1479 | Other current assets - others | 9,263 | - | 9,366 | - | 1,779,636 | 34 | 2,471,830 | 46 | ||
| 371,677 | 7 | 408,015 | 7 | Non-current liabilities: | |||||||
| Non-current assets: | 2540 | Long-term loans (Note 6(12)) | 750,000 | 14 | - | - | |||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current (Note 6(2)) | 94,382 | 2 | 96,370 | 2 | 2570 | Deferred income tax liabilities (Note 6(16)) | 669,010 | 13 | 653,558 | 12 |
| 1600 | Property, plant and equipment (Notes 6(7) and 8) | 2,378,716 | 44 | 2,409,544 | 45 | 2580 | Lease liabilities - non-current (Notes 6(13) and 7) | 19,383 | - | 5,043 | - |
| 1755 | Right-of-use assets (Note 6(8)) | 33,458 | 1 | 8,905 | - | 2670 | Other non-current liabilities - others | 8,695 | - | 7,912 | - |
| 1760 | Investment property, net (Notes 6(9) and 8) | 2,438,693 | 45 | 2,405,426 | 45 | 1,447,088 | 27 | 666,513 | 12 | ||
| 1780 | Intangible assets (Note 6(10)) | 3,181 | - | 5,892 | - | 3,226,724 | 61 | 3,138,343 | 58 | ||
| 1975 | Net defined benefit assets - non-current (Note 6(15)) | 52,999 | 1 | 40,146 | 1 | Total liabilities | |||||
| 1980 | Other financial assets - non-current | 1,419 | - | 1,418 | - | ||||||
| 5,002,848 | 93 | 4,967,701 | 93 | Equity attributable to owners of the parent company (Notes 6(17) and (18)): | |||||||
| 3100 | Share capital | 707,246 | 13 | 707,246 | 14 | ||||||
| 3200 | Capital surplus | 67,856 | - | 67,856 | 1 | ||||||
| 3350 | Retained earnings | 1,046,304 | 20 | 1,133,887 | 21 | ||||||
| 3400 | Other equity | 326,367 | 6 | 328,355 | 6 | ||||||
| Total equity attributable to owners of the parent company | 2,147,773 | 39 | 2,237,344 | 42 | |||||||
| 36XX | Non-controlling interests | 28 | - | 29 | - | ||||||
| Total equity | 2,147,801 | 39 | 2,237,373 | 42 | |||||||
| Total Liabilities and Equity | $ 5,374,525 | 100 | 5,375,716 | 100 | |||||||
| Total assets | $ 5,374,525 | 100 | 5,375,716 | 100 |
Please refer to the accompanying consolidated financial statement notes for details.
CHINA TELEVISION COMPANY, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
JANUARY 1 THROUGH DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Years Ended December 31 | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| AMOUNT | % | AMOUNT | % | ||
| 4000 | Operating revenue (Notes 6(20) and 7) | $ 879,893 | 100 | 899,627 | 100 |
| 5000 | Operating costs (Notes 6(15) and 7) | 868,270 | 99 | 789,922 | 88 |
| Gross profit from operations | 11,623 | 1 | 109,705 | 12 | |
| Operating expenses: | |||||
| 6100 | Selling expenses (Notes 6(15) and 7) | 50,840 | 5 | 50,882 | 6 |
| 6200 | Administrative expenses (Notes 6(15) and 7) | 119,289 | 14 | 132,752 | 15 |
| 6450 | Expected credit loss benefit | (3,538) | - | - | - |
| 166,591 | 19 | 183,634 | 21 | ||
| Operating net loss | (154,968) | (18) | (73,929) | (9) | |
| Non-operating income and expenses: | |||||
| 7100 | Interest income (Note 6(21)) | 745 | - | 995 | - |
| 7010 | Other income (Notes 6(21) and 7) | 83,160 | 9 | 89,161 | 10 |
| 7020 | Other gains and losses (Note 6(21)) | 33,233 | 4 | (2,579) | - |
| 7050 | Finance costs (Notes 6(21) and 7) | (45,295) | (4) | (47,168) | (5) |
| 71,843 | 9 | 40,409 | 5 | ||
| 7900 | Net gain(loss) before tax | (83,125) | (9) | (33,520) | (4) |
| 7950 | Less: income tax expense (Note 6(16)) | 16,231 | 2 | 1,697 | - |
| 8200 | Net gain (loss) | (99,356) | (11) | (35,217) | (4) |
| Other comprehensive income (loss): | |||||
| 8310 | Items not reclassified to profit or loss | ||||
| 8311 | Remeasurements of defined benefit plans unrealized gains | 11,772 | 1 | 13,462 | 1 |
| 8316 | Losses on equity instruments measured at fair value through other comprehensive | (1,988) | - | (40,098) | (4) |
| 8300 | Other comprehensive income (loss) | 9,784 | 1 | (26,636) | (3) |
| 8500 | Total comprehensive income (loss) for the year attributable to: | $ (89,572) | (10) | (61,853) | (7) |
| 8610 | Owners of the parent company | $ (99,355) | (11) | (35,217) | (4) |
| 8620 | Non-controlling interests | (1) | - | - | - |
| $ (99,356) | (11) | (35,217) | (4) | ||
| Comprehensive income (loss) attributable to: | |||||
| 8710 | Owners of the parent company | $ (89,571) | (10) | (61,853) | (7) |
| 8720 | Non-controlling interests | (1) | - | - | - |
| $ (89,572) | (10) | (61,853) | (7) | ||
| Loss per share (Note 6(19)) | |||||
| 9750 | Basic loss per share (NT$) | $ | (1.40) | (0.57) | |
| 9850 | Diluted loss per share (NT$) | $ | (1.40) | (0.57) |
Please refer to the accompanying consolidated financial statement notes for details.
CHINA TELEVISION COMPANY, Ltd. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
JANUARY 1 THROUGH DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
Equity attributable to owners of parent
| Other equity interests | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Unrealized gains (losses) from financial assets measured at fair value though other comprehensive income | Real estate revaluation increment | Total equity attributable to owners of parent | Non-controlling interests | Total equity | ||||
| Share capital common share | Capital surplus | Special reserve | Retained earningsunapp ropriated | ||||||
| Balance as of January 1, 2024 | $ 607,246 | 13,756 | 1,121,566 | 34,076 | (9,183) | 377,636 | 2,145,097 | 29 | 2,145,126 |
| Net income loss for the year | - | - | - | (35,217) | - | - | (35,217) | - | (35,217) |
| Other comprehensive income (loss) | - | - | - | 13,462 | (40,098) | - | (26,636) | - | (26,636) |
| Total comprehensive income (loss) | - | - | - | (21,755) | (40,098) | - | (61,853) | - | (61,853) |
| Appropriation and distribution of earnings: Special reserve appropriated from investment properties measured at fair value | - | - | 34,076 | (34,076) | - | - | - | - | - |
| Cash capital increase | 100,000 | 50,000 | - | - | - | - | 150,000 | - | 150,000 |
| Employee stock option compensation cost | - | 4,100 | - | - | - | - | 4,100 | - | 4,100 |
| Balance as of December 31, 2024 | 707,246 | 67,856 | 1,155,642 | (21,755) | (49,281) | 377,636 | 2,237,344 | 29 | 2,237,373 |
| Net income loss for the year | - | - | - | (99,355) | - | - | (99,355) | (1) | (99,356) |
| Other comprehensive income (loss) | - | - | - | 11,772 | (1,988) | - | 9,784 | - | 9,784 |
| Total comprehensive income (loss) | - | - | - | (87,583) | (1,988) | - | (89,571) | (1) | (89,572) |
| Balance as of December 31, 2025 | $ 707,246 | 67,856 | 1,155,642 | (109,338) | (51,269) | 377,636 | 2,147,773 | 28 | 2,147,801 |
Please refer to the accompanying consolidated financial statement notes for details.
CHINA TELEVISION COMPANY, Ltd. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
JANUARY 1 THROUGH DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Years Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flow from operating activities: | ||
| Income before income tax | $ (83,125) | (33,520) |
| Adjustments: | ||
| Adjustments to reconcile profit (loss) | ||
| Depreciation expense | 62,375 | 59,896 |
| Amortization expense | 4,397 | 5,134 |
| Expected credit loss benefit | (3,538) | - |
| Interest expense | 45,294 | 47,166 |
| Interest income | (745) | (995) |
| Dividend income | (3,272) | (3,821) |
| Lease modification gain | (29) | - |
| Unrealized foreign exchange losses (gain) | 2 | (106) |
| Fair value adjustment of investment property | (33,267) | 2,642 |
| Share-based payment | - | 4,100 |
| Other income | (144) | - |
| Total gain and loss items | 71,073 | 114,016 |
| Changes in assets and liabilities related to operating activities: | ||
| Notes receivable | 350 | 5,723 |
| Accounts receivable | 7,436 | 36,103 |
| Accounts receivable - related parties | (23,340) | (2,793) |
| Other receivables | (5,354) | 2,694 |
| Inventories | (2,231) | 2,997 |
| Programs to be broadcast | 13,924 | 50,751 |
| Prepayments | 2,075 | (6,109) |
| Other current assets | 103 | (5,775) |
| Other non-current assets | (1,081) | (643) |
| Contract liabilities | (8,272) | (7,422) |
| Notes payable | (588) | (1,633) |
| Accounts payable | 3,494 | (14,461) |
| Accounts payable - related parties | 19,905 | (7,948) |
| Other payables | (10,485) | 14,087 |
| Other current liabilities | (304) | (1,526) |
| Deposits received | (297) | (2,713) |
| Net changes in assets and liabilities related to operating activities | (4,665) | 61,332 |
| Total adjustments | 66,408 | 175,348 |
| Cash inflows (outflows) from operations | (16,717) | 141,828 |
| Interest received | 742 | 995 |
| Dividends received | 3,272 | 3,821 |
| Interest paid | (45,110) | (46,892) |
| Income taxes paid | (796) | (1,243) |
| Net cash inflows (outflows) from operating activities consolidated | (58,609) | 98,509 |
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CHINA TELEVISION COMPANY, Ltd. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
JANUARY 1 THROUGH DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Years Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from investing activities: | ||
| Acquisition of property, plant and equipment | (21,077) | (14,974) |
| Acquisition of investment properties | - | (385) |
| Acquisition of intangible assets | (1,686) | (1,805) |
| Decrease (increase) in other financial assets | 322 | (830) |
| Net cash outflows from investing activities | (22,441) | (17,994) |
| Cash flows from financing activities: | ||
| Increase in short-term loans | 50,000 | - |
| Decrease in short-term loans | - | (170,000) |
| Proceeds from long-term loans | 750,000 | - |
| Repayment of long-term loans | (750,000) | - |
| Lease principal repayments | (15,558) | (15,940) |
| Cash capital increase | - | 150,000 |
| Net cash inflows (outflows) from financing activities | 34,442 | (35,940) |
| Net (decrease) increase in cash and cash equivalents | (46,608) | 44,575 |
| Cash and cash equivalents at beginning of year | 184,474 | 139,899 |
| Cash and cash equivalents at end of year | $ 137,866 | 184,474 |
Please refer to the accompanying consolidated financial statement notes for details.
Attachments 5
CHINA TELEVISION COMPANY, Ltd.
DEFICIT COMPENSATION STATEMENT FOR THE YEAR 2025
Unit: NT$
| Item | Amount |
|---|---|
| Beginning Uncovered Loss | (21,756,095) |
| Add : Actuarial Gains Included in Retained Earnings | 11,772,205 |
| Net Loss After Tax for the Current Period | (99,355,188) |
| Accumulated Loss for the Current Period | (87,582,983) |
| Deficit to be offset, end of the Year | (109,339,078) |
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Attachments 6
CHINA TELEVISION COMPANY, Ltd.
COMPARATIVE TABLE FOR THE CURRENT AND AMENDED RULES OF PROCEDURE FOR SHAREHOLDERS' MEETINGS
| Amended Articles | Current Article | Description | |
|---|---|---|---|
| Article 3 | Unless otherwise stipulated by law, the company's shareholders' meetings shall be convened by the Board of Directors. | ||
| If the company holds a video shareholders' meeting, except as otherwise provided by the Guidelines for Handling Shareholder Affairs of Publicly Listed Companies, it shall be specified in the Articles of Incorporation and resolved by the Board of Directors. | |||
| The video shareholders' meeting must be approved by a resolution with at least two-thirds of the directors present and a majority of the attending directors agreeing. | |||
| Changes to the method of convening shareholders' meetings must be resolved by the Board of Directors and made no later than before the dispatch of the meeting notice. | |||
| The Company shall send the electronic files of the notice of shareholders' meeting, proxy forms, relevant proposals, discussion items, matters regarding the appointment or dismissal of directors, reasons and explanatory materials for each proposal, the shareholders' meeting manual, and supplementary meeting materials to the Market Observation Post System at least 30 days before the annual general meeting or at least 15 days before an extraordinary general meeting. | |||
| The Company shall, at least 15 days before the shareholders' meeting, prepare the shareholders' meeting manual and supplementary materials for that meeting for shareholders to inspect at any time, and display them at the Company and at the professional stock agency | Unless otherwise stipulated by law, the company's shareholders' meetings shall be convened by the Board of Directors. | ||
| If the company holds a video shareholders' meeting, except as otherwise provided by the Guidelines for Handling Shareholder Affairs of Publicly Listed Companies, it shall be specified in the Articles of Incorporation and resolved by the Board of Directors. | |||
| The video shareholders' meeting must be approved by a resolution with at least two-thirds of the directors present and a majority of the attending directors agreeing. | |||
| Changes to the method of convening shareholders' meetings must be resolved by the Board of Directors and made no later than before the dispatch of the meeting notice. | |||
| The annual general meeting shall be notified to all shareholders at least thirty days in advance. For shareholders holding fewer than one thousand registered shares, notification may be made by inputting an announcement on the Market Observation Post System (MOPS) at least thirty days prior. | |||
| The extraordinary shareholders' meeting shall be notified at least fifteen days in advance, and for shareholders holding fewer than one thousand registered shares, notification may be made by inputting an announcement on MOPS at least fifteen days prior. | 1. To comply with the amendment to Article 6, Paragraph 4 of the "Regulations Governing the Matters to be Recorded and Complied with in the Shareholders' Meeting Handbook of Public Companies," the scope of application requiring disclosure of the meeting handbook and related information thirty days before the annual general meeting is expanded to all listed and OTC companies. |
| entrusted by the Company. On the day of the shareholders' meeting, the meeting handbook and supplementary materials shall be provided to shareholders as follows: 1.When holding a physical shareholders' meeting, it should be distributed at the meeting site. 2.For hybrid meetings (physical plus video), distributed on-site and electronically sent to the video meeting platform. 3.For fully video meetings, electronically sent to the video meeting platform. The notice and announcement shall specify the reasons for convening. Matters such as the election or removal of directors, amendments to the Articles of Incorporation, capital reduction, application for suspension of public offering, directors' competition permits, capital increase by earnings or capital surplus, company dissolution, merger, division, or matters under Article 185 Paragraph 1 of the Company Act, as well as matters under Articles 26-1, 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be listed and explained in the notice and may not be raised as ad hoc motions; their main content may be posted on the securities authority's or company's designated website, with the URL included in the notice. If the meeting notice states a full re-election of directors and supervisors and specifies the commencement date, the meeting shall not change the commencement date by ad hoc motion or other means after the re-election is completed. Shareholders holding more than 1% of the total issued shares may submit one proposal for the annual shareholders' meeting. | On the day of the shareholders' meeting, the meeting handbook and supplementary materials shall be provided to shareholders as follows: 1.When holding a physical shareholders' meeting, it should be distributed at the meeting site. 2.For hybrid meetings (physical plus video), distributed on-site and electronically sent to the video meeting platform. 3.For fully video meetings, electronically sent to the video meeting platform. The notice and announcement shall specify the reasons for convening. Matters such as the election or removal of directors, amendments to the Articles of Incorporation, capital reduction, application for suspension of public offering, directors' competition permits, capital increase by earnings or capital surplus, company dissolution, merger, division, or matters under Article 185 Paragraph 1 of the Company Act, as well as matters under and Issuance of Securities by Securities Issuers, shall be listed and explained in the notice and may not be raised as ad hoc motions; their main content may be posted on the securities authority's or company's designated website, with the URL included in the notice. If the meeting notice states a full re-election of directors and supervisors and specifies the commencement date, the meeting shall not change the commencement date by ad hoc motion or other means after the re-election is completed. Shareholders holding more than 1% of the total issued shares may submit one proposal for the annual shareholders' meeting. | 2.To align with the latest meeting rules examples issued by the Taiwan Stock Exchange, the description of this article's rules is strengthened. |
|---|---|---|
| | Proposals exceeding one item will not be included. However, if the proposal is to urge the company to enhance public interest or fulfill social responsibility, the Board may still include it. If the proposal falls under any of the circumstances in Article 172-1 Paragraph 4 of the Company Act, the Board may exclude it.
The company shall announce the acceptance of shareholder proposals, the methods of written or electronic submission, the place, and the acceptance period before the stock transfer suspension date prior to the annual meeting; the acceptance period shall be no less than ten days. Proposals shall be limited to 300 words; those exceeding this limit will not be included. Proposing shareholders must attend the meeting in person or by proxy and participate in the discussion. The company shall notify the proposing shareholders of the handling results before the meeting notice is sent and include qualified proposals in the meeting notice. For proposals not included, the Board shall explain the reasons at the meeting.
When holding a video shareholders' meeting, the location restrictions in the preceding paragraph do not apply. | Proposals exceeding one item will not be included. However, if the proposal is to urge the company to enhance public interest or fulfill social responsibility, the Board may still include it. If the proposal falls under any of the circumstances in Article 172-1 Paragraph 4 of the Company Act, the Board may exclude it.
When holding a video shareholders' meeting, the location restrictions in the preceding paragraph do not apply. | 3.To protect shareholders' rights to propose, the explanation of the acceptance of shareholder proposals and the methods of written or electronic acceptance is supplemented. |
| --- | --- | --- | --- |
| Article 4 | Shareholders may attend each shareholders' meeting by issuing a proxy form printed by the company, specifying the scope of authorization and the proxy. A shareholder may issue only one proxy form and appoint only one proxy. The proxy form must be delivered to the company five days before the meeting. If multiple proxy forms are submitted, the earliest received shall prevail, except if a revocation statement is made. After delivering the proxy form, if the shareholder wishes to attend the meeting in person or exercise voting rights in writing or electronically, they must notify the company in writing two | Shareholders may attend each shareholders' meeting by issuing a proxy form printed by the company, specifying the scope of authorization and the proxy. A shareholder may issue only one proxy form and appoint only one proxy. The proxy form must be delivered to the company five days before the meeting. If multiple proxy forms are submitted, the earliest received shall prevail, except if a revocation statement is made. After delivering the proxy form, if the shareholder wishes to attend the meeting in person or exercise voting rights in writing or electronically, they must notify the company in writing two | |
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| | days before the meeting to revoke the proxy; otherwise, the proxy's vote shall prevail.
If the shareholder wishes to attend the meeting via video conference after delivering the proxy form, they must notify the company in writing two days before the meeting to revoke the proxy; otherwise, the proxy's vote shall prevail. | days before the meeting to revoke the proxy; otherwise, the proxy's vote shall prevail. | In response to the possibility that shareholders may attend shareholders' meetings via video in the future and to safeguard their voting rights, the explanation of the method for revoking proxy authorization is added. |
| --- | --- | --- | --- |
| Article 8 | The company shall record the entire process of the shareholders' meeting by audio or video and keep the recordings for at least one year. If a shareholder files a lawsuit under Article 189 of the Company Act, the recordings shall be kept until the lawsuit concludes.
For meetings held via video conference, the company shall record and preserve data on shareholder registration, attendance, inquiries, voting, and vote counting results, and continuously record the entire video conference by audio and video. The company shall properly preserve the data and recordings during the retention period and provide the recordings to the entrusted party handling the video conference. For video conference meetings, the company should record the operation interface of the video conference platform's backend. | The company shall record the entire process of the shareholders' meeting by audio or video and keep the recordings for at least one year. If a shareholder files a lawsuit under Article 189 of the Company Act, the recordings shall be kept until the lawsuit concludes. | In response to the potential future holding of video shareholders' meetings, the company has stipulated related measures and methods of meeting record-keeping in the meeting rules. |
| Article 13 | (Paragraphs 1 to 6 omitted) The persons supervising and counting votes shall be designated by the chairperson, but supervisors must be shareholders.
If the meeting includes director elections with more candidates than seats, director removal, or matters under Articles 185, 316 of the Company Act, Articles 18, 27, 29, 35 of the Business Mergers and Acquisitions Act, or Articles 24-2(1), 26-2(1) of the Financial Holding Company Act, the chairperson should appoint lawyers, accountants, or notaries as vote supervisors. | (Paragraphs 1 to 6 omitted) The persons supervising and counting votes shall be designated by the chairperson, but supervisors must be shareholders.
(Other content omitted) | 1.When the shareholders' meeting includes proposals for director elections with candidates exceeding the number of seats to be filled, proposals for director removal, or proposals as stipulated in Article 185, Article 316 of the Company Act, Articles 18, 27, 29, and 35 of the Mergers and Acquisitions Act, Article 24, Paragraph 2, Subparagraph 1, and |
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| | Those designated by the chairperson shall not be responsible for voting procedures and shall not be directors, managers, or employees of the company or related enterprises. Vote supervisors shall oversee the voting and counting process and sign the election result tally sheet. If vote supervisors are appointed as per Paragraph 8, the meeting minutes shall record their names and titles.
(Following items moved accordingly) | | Article 26, Paragraph 2, Subparagraph 1 of the Financial Holding Company Act, it is advisable for the chairperson to designate lawyers, accountants, or notaries as vote supervisors.
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Referring to the Malaysian Listing Rules, a new Paragraph 9 is added, stipulating that the chairperson's appointed vote supervisors under Paragraph 8 shall not only possess professional qualifications but also independence to avoid disputes. Regarding independence, the vote supervisors shall not participate in voting procedures related to the shareholders' meeting and shall not be directors, managers, or employees of the company or its related enterprises. |
| --- | --- | --- | --- |
| Article 24 | These rules were established on June 16, 1998.
First amendment on June 26, 2002.
Second amendment on June 29, 2004.
Third amendment on May 16, 2006.
Fourth amendment on June 19, 2009.
Fifth amendment on June 14, 2010.
Sixth amendment on June 28, 2017.
Seventh amendment on June 27, 2018.
Eighth amendment on June 24, 2020.
Ninth amendment on June 25, 2021.
Tenth amendment on June 24, 2022.
Eleventh amendment on June 28, 2023.
Twelfth amendment on June 26, 2026. | These rules were established on June 16, 1998.
First amendment on June 26, 2002.
Second amendment on June 29, 2004.
Third amendment on May 16, 2006.
Fourth amendment on June 19, 2009.
Fifth amendment on June 14, 2010.
Sixth amendment on June 28, 2017.
Seventh amendment on June 27, 2018.
Eighth amendment on June 24, 2020.
Ninth amendment on June 25, 2021.
Tenth amendment on June 24, 2022.
Eleventh amendment on June 28, 2023. | Revised in accordance with the letter No. 1150331020 issued by the Financial Supervisory Commission and Taiwan Stock Exchange on February 13, 2026. | -
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IV. Appendices
Appendices 1
CHINA TELEVISION COMPANY, Ltd.
ARTICLES OF INCORPORATION
These Articles of Incorporation were adopted on September 3, 1968.
The forty-first amendment was made on June 26, 2025.
Chapter I General Provisions
Article 1: The Company is organized according to the Company Act.
Article 2: The Company's English name is CHINA TELEVISION COMPANY.
Article 3: The Company is located in Taipei City. Based on actual needs and by resolution of the Board of Directors, branches or offices may be established domestically or abroad.
Article 4: The Company's public announcements shall be conducted in accordance with the Company Act and other relevant laws and regulations.
Article 4-1: The Corporation may provide endorsement and guarantee and act as a guarantor.
Article 4-2: When the Company invests in other companies as a limited liability shareholder, the total investment amount is not limited.
Chapter II Scope of Business
Article 5: The scope of business of the Corporation shall be as follows:
- J502011 Television Broadcasting
- J506021 Satellite Channel Program Supply
- J503020 Television Program Production
- J503030 Broadcasting and Television Program Distribution
- J503040 Broadcasting and Television Commercial
- I401010 General Advertising Services
- J601010 Arts and Literature Service
- J602010 Performing Arts Activities
- F401010 International Trade
- F399040 Retail Sale No Storefront
- ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 6: Deleted.
Chapter III Shares
Article 7: The total capital of the Company is set at NT$5 billion, divided into 500 million shares, each with a par value of NT$10, issued in installments.
Article 8: The Company's shares shall be issued with the signatures or seals of three or more directors and shall be issued after verification by the competent authority or its authorized registration institution. The Company's shares may be issued without physical certificates but must be registered with a securities centralized custody institution.
Article 9: The Company's shares are registered shares. Except as otherwise provided by
the Company Act, matters related to share affairs shall be handled in accordance with the “Guidelines for Handling Share Affairs of Publicly Issued Companies” announced by the securities regulatory authority.
Article 10: Deleted.
Article 11: Deleted.
Article 12: Deleted.
Article 13: Changes to the shareholder register shall not be made within 60 days before the annual general meeting, 30 days before a special shareholders’ meeting, or within 5 days before the record date for dividend or other benefit distribution.
Chapter IV Shareholders’ Meetings
Article 14: The Company’s shareholders’ meetings are divided into two types:
- Annual General Meeting: convened at least once a year by the Board of Directors within six months after the end of each fiscal year.
- Extraordinary Meeting: convened as necessary in accordance with relevant laws and regulations.
Article 15: Notice of the shareholders’ meeting shall be given 30 days before an annual meeting and 15 days before an extraordinary meeting. For shareholders holding less than 1,000 registered shares, notice may be given by public announcement.
Article 16: Unless otherwise provided by the Company Act, a shareholders’ meeting shall be convened with shareholders representing more than half of the total issued shares present, and resolutions shall be passed by a majority of the voting rights of the shareholders present.
Article 17: Each share carries one voting right, except for shares with restricted voting rights or shares without voting rights as stipulated in Article 179 of the Company Act.
Article 18: If a shareholder cannot attend the shareholders’ meeting, except as provided in Article 177 of the Company Act, proxy attendance shall be handled in accordance with the “Rules Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies” issued by the securities regulatory authority.
Article 19: Unless otherwise provided by the Company Act, the chairman of the shareholders’ meeting shall be the Chairman of the Board. If the Chairman is on leave or unable to attend, the Vice Chairman shall act as chairman. If the Vice Chairman is also on leave or unable to perform duties, the Chairman shall designate a director to act as chairman; if no proxy is designated, the directors shall elect one among themselves. If the meeting is convened by other conveners outside the Board, the convener shall act as chairman; if there are two or more conveners, they shall elect one among themselves.
Article 20: Deleted.
Article 20-1: Resolutions of the shareholders’ meeting shall be recorded in minutes signed or sealed by the chairman and distributed to shareholders within 20 days after the meeting. The preparation and distribution of minutes may be done by public announcement.
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Chapter V Board of Directors and Audit Committee
Article 21: The Company shall have five to eleven directors, elected by the shareholders' meeting from persons with capacity to act, serving a term of three years and eligible for re-election. If one-third of the directors' positions become vacant, the Board shall convene a shareholders' extraordinary meeting within 60 days to fill the vacancies, with the term limited to the original term. Directors shall be elected by a candidate nomination system.
The acceptance and announcement of director candidates shall be handled in accordance with the Company Act, Securities and Exchange Act, and related regulations.
Among the directors, the number of independent directors shall not be less than three and not less than one-fifth of the total directors, elected by shareholders from the list of independent director candidates through the candidate nomination system.
Qualifications, shareholding, concurrent position restrictions, nomination and election methods, and other compliance matters for independent directors shall follow the relevant regulations of the securities regulatory authority. Independent directors and non-independent directors shall be elected together, with the number of elected seats calculated separately.
The Company shall establish an Audit Committee composed entirely of independent directors, responsible for exercising the powers of supervisors under the Company Act, Securities and Exchange Act, and other laws.
Article 22: The Board of Directors shall be organized by the directors, with at least two-thirds of the directors present, and the chairman and vice chairman elected by a majority of the directors present. The Board shall execute all company affairs according to laws, the Articles of Incorporation, shareholders' meetings, and Board resolutions. The chairman represents the Company externally.
Article 23: Except for matters that must be resolved by the shareholders' meeting under the Company Act or Articles of Incorporation, all business execution shall be resolved by the Board, including but not limited to:
- Convening shareholders' meetings and executing their resolutions.
- Determining business policies, reviewing business plans, and inspecting execution results.
- Reviewing various regulations.
- Reviewing important contracts.
- Reviewing budgets, final accounts, accounting reports, and business reports.
- Reviewing profit distribution or loss compensation.
- Proposing capital increases or decreases.
- Handling pledges and rights settings on company property.
- Deciding on the appointment and removal of the general manager.
- Deciding on the appointment and removal of consultants.
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Reviewing the establishment, increase, decrease, and changes of branches.
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Article24: The Board meetings shall be convened and chaired by the Chairman. If the Chairman is on leave or unable to attend, the Vice Chairman shall act as chairman. If the Vice Chairman is also on leave or unable to perform duties, the Chairman shall designate a director to act as chairman; if no proxy is designated, the directors shall elect one among themselves.
Article24-1: Notice of Board meetings may be given in writing or electronically.
Article25: Unless otherwise provided by the Company Act, the Board meeting shall have a quorum of more than half of the directors, and resolutions shall be passed by a majority of those present. Directors shall attend Board meetings in person. If unable to attend, a director may issue a power of attorney specifying the scope of authorization for the matters convened and authorize another director to attend on their behalf, limited to one proxy per director.
Article25-1: Resolutions of the Board shall be recorded in minutes signed or sealed by the chairman and distributed to all directors within 20 days after the meeting.
Article26: Deleted.
Article27: Deleted.
Article28: Deleted.
Article29: When directors perform their duties, the Company may pay remuneration. The remuneration shall be authorized by the Board based on the directors' participation and contribution to the Company's operations, referencing industry standards.
The Company may purchase liability insurance for directors during their term for the scope of their duties.
Chapter VI Managers
Article30: The Company may appoint managers. Their appointment, removal, and remuneration shall be handled in accordance with Article 29 of the Company Act.
Article31: Deleted.
Article32: Deleted.
Chapter VII Accounting
Article33: The Company’s fiscal year shall be from January 1 to December 31 each year. At the end of each fiscal year, the Board shall prepare the following documents and submit them to the Audit Committee for review and report at least 30 days before the annual shareholders’ meeting for approval:
- Business Report;
- Financial Statements;
- Proposal for profit distribution or loss compensation. The Audit Committee may request the Board to submit these documents earlier for review.
Article34: If the Company has profits for the year, it shall allocate no less than 2% for employee remuneration and no more than 1% for director remuneration. However, if the Company has accumulated losses, the amount to cover losses shall be reserved first. At least 50% of the employee remuneration shall be used for salary adjustments or bonuses for base-level employees and may be distributed in cash or shares. The distribution may include employees of subsidiaries meeting certain conditions, which shall be determined by the Board.
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Base-level employees refer to those who are not managers and whose salary level is below the standard defined in the “Measures for Salary Adjustment and Expense Additions for Employees of Small and Medium Enterprises.”
The distribution of employee and director remuneration shall be reported to the shareholders’ meeting.
Article 34-1: If the Company has surplus in the annual final accounts, it shall first pay taxes, cover previous losses, then allocate 10% of the statutory surplus reserve, except when the statutory surplus reserve has reached the paid-in capital. Additionally, special surplus reserves shall be allocated as required by company operations and laws. The remainder, after dividend distribution, combined with undistributed earnings at the beginning of the period, shall be proposed by the Board for shareholders’ approval.
To balance shareholder interests, dividends, and long-term financial planning, the Company shall allocate no less than 10% of distributable earnings annually as dividends to shareholders. Dividends may be distributed in cash or shares, with cash dividends accounting for no less than 10% of the total dividends.
Chapter VIII Supplementary Provisions
Article 35: Matters not covered in these Articles shall be handled in accordance with the Company Act and other relevant laws and regulations.
Article 36: The organizational rules and operational procedures of the Company and its branches shall be separately prescribed.
Article 37: These Articles of Incorporation were adopted on September 3, 1968.
The first amendment was made on June 20, 1975.
The second amendment was made on June 18, 1976
The third amendment was made on July 25, 1977.
The fourth amendment was made on June 24, 1978.
The fifth amendment was made on June 30, 1979.
The sixth amendment was made on June 28, 1980.
The seventh amendment was made on June 25, 1981.
The eighth amendment was made on June 26, 1982.
The ninth amendment was made on June 28, 1983.
The tenth amendment was made on June 27, 1984.
The eleventh amendment was made on June 28, 1985.
The twelfth amendment was made on June 30, 1986.
The thirteenth amendment was made on August 12, 1987.
The fourteenth amendment was made on October 20, 1988.
The fifteenth amendment was made on October 3, 1989.
The sixteenth amendment was made on June 29, 1990.
The seventeenth amendment was made on June 28, 1991.
The eighteenth amendment was made on July 16, 1992.
The nineteenth amendment was made on August 12, 1993.
The twentieth amendment was made on June 30, 1994.
The twenty-first amendment was made on June 23, 1995.
The twenty-second amendment was made on June 21, 1996.
The twenty-third amendment was made on July 12, 1996.
The twenty-fourth amendment was made on April 30, 1997.
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The twenty-fifth revision was made on June 16, 1998.
The twenty-sixth revision was made on made May 7, 1999.
The twenty-seventh amendment was on made April 29, 2000.
The twenty-eighth amendment was made on June 20, 2001.
The twenty-ninth amendment was made on June 26, 2002.
The thirtieth amendment was made on June 29, 2004.
The thirty-first amendment was made on May 16, 2006.
The thirty-second amendment was made on June 15, 2007.
The thirty-third amendment was made on June 30, 2008.
The thirty-fourth amendment was made on June 14, 2010.
The thirty-fifth amendment was made on June 24, 2011
The thirty-sixth amendment was made on June 30, 2012
The thirty-seventh amendment was made on May 31, 2016
The thirty-eighth amendment was made on June 28, 2017
The thirty-ninth amendment was made on June 27, 2018
The fortieth amendment was made on June 24, 2022
The forty-first amendment was made on June 26, 2025
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Appendices 2
CHINA TELEVISION COMPANY, Ltd.
RULES OF PROCEDURE FOR SHAREHOLDERS' MEETINGS (BEFORE REVISION)
Article 1: (Basis for Establishment)
To establish a sound governance system for the company's shareholders' meetings, improve supervisory functions, and strengthen management capabilities, these rules are formulated in accordance with Article 6 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies for compliance.
Article 2: The rules of procedure for the company's shareholders' meetings shall be governed by these rules unless otherwise provided by laws, regulations, or the Articles of Incorporation.
Article 3: (Convening and Notice of Shareholders' Meetings)
Unless otherwise stipulated by law, shareholders' meetings shall be convened by the Board of Directors.
If the company holds a video shareholders' meeting, except as otherwise provided by the Guidelines for Handling Shareholder Affairs of Public Companies, it shall be stipulated in the Articles of Incorporation and resolved by the Board of Directors. The video shareholders' meeting shall be conducted only after a resolution is passed with at least two-thirds of the directors present and a majority of the attending directors agreeing.
Any change in the method of convening the shareholders' meeting must be resolved by the Board of Directors and made no later than before the dispatch of the meeting notice.
The annual general meeting shall be notified to shareholders at least 30 days in advance. For shareholders holding fewer than 1,000 registered shares, notification may be made by inputting an announcement on the Market Observation Post System (MOPS) 30 days prior. The extraordinary general meeting shall be notified at least 15 days in advance, and similarly, shareholders holding fewer than 1,000 registered shares may be notified by announcement on MOPS 15 days prior.
The meeting handbook and supplementary materials shall be provided to shareholders on the day of the meeting as follows:
- For physical meetings, materials shall be distributed at the meeting venue.
- For hybrid meetings (physical meeting with video assistance), materials shall be distributed at the venue and sent electronically to the video meeting platform.
- For fully video meetings, materials shall be sent electronically to the video meeting platform.
Notices and announcements shall specify the reasons for convening.
Matters such as election or removal of directors, amendments to the Articles, capital reduction, application for suspension of public offering, approval of directors' competition, capital increase from earnings or reserves, company dissolution, merger, division, or matters listed in Article 185, Paragraph 1 of the Company Act must be enumerated and explained in the notice of meeting and may not be raised as a motion during the meeting. The main content may be posted on the securities authority's or company-designated website, with the URL included in the notice.
If the meeting notice specifies a full re-election of directors and supervisors and the date of assumption of office, after the re-election is completed at that meeting, the date of assumption may not be changed by any motion or other means during the same meeting.
Shareholders holding more than 1% of the total issued shares may submit one proposal for the annual general meeting. If more than one proposal is submitted, only the first will be included; however, proposals urging the company to enhance public interest or fulfill social responsibility may still be included by the Board. Proposals falling under any of the circumstances in Article 172-1, Paragraph 4 of the Company Act may be excluded by the Board.
When the company holds a video shareholders’ meeting, it is not restricted by the location requirements mentioned above.
Article 4: (Proxy Attendance and Authorization)
Shareholders may issue a proxy form issued by the company specifying the scope of authorization and the proxy to attend the shareholders’ meeting.
Each shareholder may issue only one proxy form and appoint only one proxy. The proxy form must be delivered to the company at least five days before the meeting. If multiple proxy forms are received, the earliest delivered shall prevail, except when a revocation statement is made.
After delivering the proxy form, if the shareholder wishes to attend in person or exercise voting rights in writing or electronically, a written revocation notice must be submitted to the company at least two days before the meeting; otherwise, the proxy’s vote shall prevail.
Article 5: (Principles for Meeting Location and Time)
The meeting location shall be at the company’s domicile or a place convenient for shareholders and suitable for holding the meeting. The meeting shall not start before 9:00 a.m. or after 3:00 p.m. The location and time shall fully consider the opinions of independent directors.
Article 6: (Preparation of Signature Book and Other Documents)
The company shall prepare a signature book for shareholders or their proxies to sign in or accept sign-in cards as a substitute.
The company shall provide the meeting handbook, annual report, attendance certificates, speaking slips, ballots, and other meeting materials to attending shareholders. If directors are to be elected, election ballots shall be included. For virtual meetings, registration shall be accepted on the virtual meeting platform at least 30 minutes before the meeting starts. Shareholders who complete registration are deemed to have attended in person.
Shareholders shall attend with attendance certificates, sign-in cards, or other credentials. Solicitors of proxies must carry identification for verification.
When the shareholder is a government or legal entity, multiple representatives may attend. When a legal entity is entrusted to attend, only one representative may be appointed.
For video meetings, shareholders wishing to attend virtually must register with the company at least two days before the meeting.
For video meetings, the company shall upload the meeting handbook, annual report, and related materials to the video meeting platform at least 30 minutes before the meeting and keep them available until the meeting ends.
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Article 6-1: (Matters to be Included in Notice for Video Shareholders' Meetings)
When convening a video shareholders' meeting, the notice shall specify:
- Methods for shareholders to participate and exercise rights via video meeting.
- Handling procedures for disruptions caused by natural disasters, incidents, or other force majeure affecting the video meeting platform or participation, including at least:
(1) Duration of disruption and whether the meeting will be postponed or continued, with dates if postponed or continued.
(2) Shareholders not registered for virtual participation may not participate in postponed or continued meetings.
(3) For hybrid meetings, if virtual participation cannot continue, and after deducting virtual attendees, the quorum is still met, the meeting shall continue; virtual participants' shares shall be counted in attendance, but all proposals shall be deemed abstained by them.
(4) Handling when all proposals have been announced but no motions were made.
- Appropriate alternative measures for shareholders who have difficulty participating virtually. Except as provided in the Guidelines for Handling Shareholder Affairs of Public Companies, at least connection equipment and necessary assistance shall be provided, with application periods and other relevant notes specified.
Article 7: (Chairperson and Attendees of Shareholders' Meeting)
If convened by the Board, the chairperson shall be the Chairman of the Board. If the Chairman is on leave or unable to perform duties, the Vice Chairman shall act. If no Vice Chairman or the Vice Chairman is also unavailable, the Chairman shall designate an Executive Director to act; if no Executive Director is appointed, a director shall be designated. If the Chairman does not designate, the Executive Directors or directors shall elect one to act.
If convened by other authorized persons, the chairperson shall be the convener. If there are multiple conveners, they shall elect one to chair.
The company may appoint its appointed lawyers, accountants, or related personnel to attend the meeting.
Article 8: (Recording of Meeting Proceedings)
The company shall record the entire proceedings of the shareholders' meeting by audio or video and keep the recordings for at least one year. If a lawsuit is filed under Article 189 of the Company Act, recordings shall be kept until the lawsuit concludes.
Article 9: (Calculation of Attendance Shares and Meeting Commencement)
Attendance shall be calculated based on shares. Attendance is calculated by signature book, sign-in cards, video meeting platform registration, plus shares exercising voting rights in writing or electronically.
At the scheduled meeting time, the chairperson shall announce the meeting start and disclose the number of shares without voting rights and shares present. If shareholders representing more than half of issued shares are not present, the chairperson may postpone the meeting up to twice, with total postponement not exceeding one hour.
If after two postponements shareholders representing at least one-third but less than half of issued shares are present, a provisional resolution may be made per Article 175, Paragraph 1 of the Company Act, and a new meeting shall be convened within one month. For video meetings, shareholders wishing to attend virtually must
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re-register.
If during the meeting attendance reaches more than half of issued shares, the chairperson may submit the provisional resolution for a formal vote per Article 174 of the Company Act.
Article 10: (Discussion of Proposals)
If convened by the Board, the agenda shall be set by the Board. All proposals (including motions and amendments) shall be voted on individually. The meeting shall proceed according to the agenda and may not be changed without resolution.
If convened by others, the same applies.
Before the agenda (including motions) is concluded, the chairperson may not adjourn without resolution. If the chairperson violates this and adjourns, other directors shall assist shareholders to elect a chairperson by majority vote to continue the meeting.
The chairperson shall allow sufficient explanation and discussion of proposals and amendments. When ready for voting, discussion may be stopped, and voting arranged with adequate time.
Article 11: (Shareholder Speeches)
Shareholders wishing to speak must fill out a speaking slip with the speech summary, shareholder number (or attendance certificate number), and name. The chairperson shall determine speaking order.
If a shareholder submits a speaking slip but does not speak, it is deemed no speech. If speech content differs from the slip, the speech content prevails.
Each shareholder may speak no more than twice per proposal, each time no more than five minutes, unless permitted by the chairperson. The chairperson may stop speeches violating rules or off-topic.
Other shareholders may not interrupt speeches without consent of the chairperson and speaker; violations shall be stopped.
If a legal entity shareholder appoints multiple representatives, only one may speak per proposal. After speeches, the chairperson or designated personnel may respond.
For video meetings, shareholders may submit questions in writing on the platform after the meeting starts until adjournment, no more than twice per proposal, each within 200 words, without applying the above speech rules.
Questions not violating rules or off-topic should be disclosed on the video meeting platform.
Article 12: (Calculation of Voting Shares and Recusal System)
Voting shall be based on shares.
Shares without voting rights shall not be counted in total issued shares.
Shareholders with conflicts of interest that may harm the company shall not vote or act as proxy for others.
Shares not entitled to vote shall not be counted in voting rights of attending shareholders.
Except for trust enterprises or securities agency approved by the securities authority, a person acting as proxy for multiple shareholders may not exercise voting rights exceeding 3% of total issued shares; excess votes shall not be counted.
Article 13: (Voting, Supervisors, and Counting)
Each share has one vote, except restricted shares or those without voting rights under Article 179, Paragraph 2 of the Company Act.
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Voting may be exercised electronically or in writing; methods shall be stated in the meeting notice. Shareholders voting in writing or electronically are deemed present but abstain from motions and amendments; the company should avoid proposing such motions or amendments.
Written or electronic votes must be delivered two days before the meeting; if duplicates occur, the earliest prevails unless revoked.
Shareholders who voted in writing or electronically and wish to attend in person must revoke their vote two days before the meeting in the same manner; otherwise, the vote stands. If a proxy is appointed, the proxy’s vote prevails. Unless otherwise provided by law or Articles, resolutions require a majority of votes of attending shareholders. Voting shall be announced by the chairperson or designated person, with total voting rights disclosed before voting. Results shall be input to MOPS on the meeting day.
If there are amendments or alternatives, the chairperson shall set voting order. Once one passes, others are rejected without further voting.
Vote supervisors and counters shall be appointed by the chairperson and must be shareholders.
Counting shall be done publicly at the meeting venue, with results announced immediately, including vote counts, and recorded.
For video meetings, voting shall be conducted via the platform after the chairperson’s announcement and completed before voting closes; late votes are abstentions.
For video meetings, counting shall be done once after voting closes, with results announced.
For hybrid meetings, shareholders registered for video attendance who wish to attend physically must revoke virtual registration two days before; otherwise, they may only attend virtually. Shareholders voting in writing or electronically who do not revoke and attend virtually may not vote on motions or amendments except for motions.
Article 14: (Election Matters)
When electing directors, the company shall follow relevant election regulations and announce results on-site, including elected directors’ names and votes and unsuccessful candidates and their votes.
Election ballots shall be sealed and signed by supervisors and kept properly for at least one year, or until lawsuits under Article 189 of the Company Act conclude.
Article 15: (Meeting Minutes and Signing)
Resolutions shall be recorded in minutes signed or sealed by the chairperson and distributed to shareholders within 20 days after the meeting. Minutes may be distributed electronically or by announcement on MOPS. Minutes shall accurately record date, location, chairperson, resolution methods, summary of proceedings, and voting results (including vote counts). For elections, votes per candidate shall be disclosed. Minutes shall be permanently kept during the company’s existence.
For video meetings, minutes shall also record meeting start and end times, method of convening, names of chairperson and recorder, and handling of disruptions due to force majeure.
Minutes shall also record alternative measures provided to shareholders having difficulty participating virtually.
Article 16: (External Announcements)
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The number of shares solicited, shares represented by proxies, and shares attending in writing or electronically shall be compiled into a statistical table and clearly displayed at the meeting venue on the meeting day. For video meetings, the data shall be uploaded to the video meeting platform at least 30 minutes before the meeting and remain available until the meeting ends.
At the start of a video meeting, the total shares present shall be disclosed on the platform. If updated during the meeting, the updated numbers shall also be disclosed.
If resolutions involve material information as required by law or the Taiwan Stock Exchange or TPEx, the company shall transmit the content to MOPS within the prescribed time.
Article 17: (Maintenance of Meeting Order)
Meeting staff shall wear identification badges or armbands.
The chairperson may direct ushers or security personnel to maintain order. Ushers or security shall wear armbands or badges labeled "Ushers."
If amplification equipment is available, shareholders may not use other equipment to speak; the chairperson may stop unauthorized use.
If a shareholder violates rules and refuses to comply with the chairperson's correction, disrupting the meeting, the chairperson may direct ushers or security to remove the person.
Article 18: (Breaks and Continuation of Meeting)
The chairperson may announce breaks at appropriate times. In case of force majeure, the chairperson may suspend the meeting temporarily and announce continuation time.
If the meeting venue becomes unavailable before the agenda (including motions) concludes, the shareholders may resolve to find another venue to continue.
The shareholders' meeting may resolve to postpone or continue the meeting within five days per Article 182 of the Company Act.
Article 19: (Location of Chairperson and Recorder for Video Meetings)
For video meetings, the chairperson and recorder shall be at the same location within the country, and the chairperson shall announce the address at the start.
Article 20: (Handling of Disconnection)
For video meetings, after voting ends, the company shall immediately disclose voting and election results on the video meeting platform and continue disclosure for at least 15 minutes after the chairperson adjourns.
Article 21: (Information Disclosure for Video Meetings)
The company may provide shareholders with simple connection tests before the meeting and real-time support during the meeting to assist with technical issues.
The chairperson shall announce at the start that except for force majeure situations requiring postponement or continuation, if disruptions last more than 30 minutes, the meeting shall be postponed or continued within five days, not subject to Article 182 of the Company Act.
Shareholders not registered for video participation may not participate in postponed or continued meetings.
Shareholders registered and checked in video but not participating in postponed or continued meetings shall have their attendance, votes, and election rights counted in
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the postponed or continued meeting.
For postponed or continued meetings, proposals already voted on and announced need not be re-discussed or resolved.
For hybrid meetings, if video participation cannot continue but quorum remains after deducting video attendees, the meeting shall continue without postponement.
Video participants in such cases shall have their shares counted in attendance but shall be deemed to abstain on all proposals.
The company shall handle postponed or continued meetings per relevant regulations and original meeting dates.
The company shall comply with relevant periods for proxy use and voting rights as prescribed by laws and regulations.
Article22: (Handling Digital Divide)
When holding video meetings, the company shall provide appropriate alternative measures for shareholders having difficulty attending virtually. Except as provided in the Guidelines for Handling Shareholder Affairs of Public Companies, at least connection equipment and necessary assistance shall be provided, with application periods and other relevant notes specified.
Article23: These rules shall take effect after approval by the shareholders' meeting and likewise upon amendment.
Article24: These rules were established on June 16, 1998
The first amendment was made on June 26, 2002
The second amendment was made on June 29, 2004
The third amendment was made on May 16, 2006
The fourth amendment was made on June 19, 2009
The fifth amendment was made on June 14, 2010
The sixth amendment was made on June 28, 2017
The seventh amendment was made on June 27, 2018
The eighth amendment was made on June 24, 2020
The ninth amendment was made on June 25, 2021
The tenth amendment was made on June 24, 2022
The eleventh amendment was made on June 28, 2023
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Appendices 3
CHINA TELEVISION COMPANY, Ltd.
SHAREHOLDING OF ALL DIRECTOR
- The company's paid-in capital is NT$707,245,830, with a total of 70,724,583 shares issued.
- According to Article 26 of the Securities and Exchange Act, the minimum number of shares that all directors must hold is 5,657,966 shares.
- As of the record date for the suspension of share transfer on April 28, 2026, the individual and total shareholdings of the directors as recorded in the shareholder register are as follows:
| Title | Name | The number of shares held (2026.04.28) | Percentage % |
|---|---|---|---|
| Chairman | San Want Investment Co., Ltd. Representative: Lu Hsiu-Fang | 35,211,004 | 49.79% |
| Director | San Want Investment Co., Ltd. Representative: Peng Ai-Chia | 35,211,004 | 49.79% |
| Director | San Want Investment Co., Ltd. Representative: Peng Ze-Huei | 35,211,004 | 49.79% |
| Director | San Want Investment Co., Ltd. Representative: Yang Li-Min | 35,211,004 | 49.79% |
| Director | San Want Investment Co., Ltd. Representative: Jiang Li-Li | 35,211,004 | 49.79% |
| Director | Cheng Sheng Broadcasting Corp. Representative: Chen Rong-Ming | 998,974 | 1.41% |
| Independent Director | Wu Ken-Cheng | - | 0.00% |
| Independent Director | Hsieh Tien-Jen | - | 0.00% |
| Independent Director | Jao Sheng-Hsiung | - | 0.00% |
| Independent Director | Lin Meng-Shiang | - | 0.00% |
| Total Shares held by all Directors (including Independent Director) | 36,209,978 | 51.20% |
Appendices 4
CHINA TELEVISION COMPANY, Ltd.
Information on Shareholder Proposals by Shareholders Holding More Than 1% of the Company's Issued Shares
- According to Article 172-1 of the Company Act, the period for accepting shareholder proposals for the company's 2026 annual general meeting is from April 20, 2026, to April 29, 2026.
- During the above period, no shareholder holding more than 1% of the company's issued shares submitted any proposals.