Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

EMIC AGM Information 2026

Apr 17, 2026

52168_rns_2026-04-17_a7bec3ad-1988-4795-a181-f6b9a54e987c.pdf

AGM Information

Open in viewer

Opens in your device viewer

Stock Code: 2614

Eastern Media International Corporation

2025 Annual Shareholders’ Meeting

Meeting Agenda (Translation)

Method of Convening: Physical Shareholders’ Meeting

Date: May 20, 2026

Place: No. 1, Section 5, Xinyi Road, Xinyi District, Taipei City (Taipei International Convention Center, 4F, Elegant Reception Room)

Notice to readers

This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.


2

Table of Contents

I. Call the Meeting to Order
II. Chairperson Remarks
III. Report Items
(1) 2025 Business Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(2) Audit Committee’s Review of the 2025 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(3) Report on Distribution of Employee and Director Compensation for 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(4) Report on Director Remuneration Paid in 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(5) Report on 2025 Earnings Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

IV. Adoptions
(1) Acknowledgement of the 2025 Business Report and Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(2) Acknowledgement of the 2025 Earnings Distribution Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

V. Discussions
Proposal for Capitalization of 2025 Earnings and Issuance of New Shares – for Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

VI. Elections
Election of the 19th Board of Directors of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

VII. Other Matters
Proposal to Lift the Non-Competition Restrictions on the Newly Elected Directors – for Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

VIII. Extemporary Motions

IX. Adjournment

X. Attachments
Remuneration Paid to General and Independent Directors in 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

XI. Appendices
Articles of Incorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Rules of Procedure for Shareholders’ Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Rules for Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Shareholding of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Explanation on the Operations for Accepting Shareholder Proposals for the Company’s 2026 Annual Shareholders’ Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84


3

Report Items


(1)2025 Business Report

  1. Status of the Warehousing Division from January to December 2025:
Warehousing Division Jan. - Dec. 2025 Compared to the previous year
Jan. - Dec. 2024 Increase (Decrease) Growth rate
Amount (unit: NTD thousand) Operating revenue 1,412,083 1,549,851 (137,768) (8.9)%
Operating costs 667,524 678,047 (10,523) (1.6)%
Operating income 744,559 871,804 (127,245) (14.6)%
  1. Status of the Trading Division from January to December 2025:
Trading Division Jan. - Dec. 2025 Compared to the previous year
Jan. - Dec. 2024 Increase (Dcrease) Growth rate
Amount (unit: NTD thousand) Operating revenue 2,145,324 2,274,443 (129,119) (5.7)%
Operating costs 1,390,837 1,505,265 (114,428) (7.6)%
Operating income 754,487 769,178 (14,691) (1.9)%

  1. Status of the Media Division from January to December 2025 :
Media Division Jan. - Dec. 2025 Compared to the previous year
113 年 1-12 月 Increase (Dcrease) Growth rate
Amount (unit: NTD thousand) Operating revenue 1,907,186 1,914,387 (7,201) (0.4)%
Operating costs 1,569,956 1,710,950 (140,996) (8.2)%
Operating income 337,230 203,437 133,793 65.8%
  1. Status of the Other Divisions from January to December 2025 :
Other Divisions Jan. - Dec. 2025 Compared to the previous year
Jan. - Dec. 2024 Increase (Decrease) Growth rate
Amount (unit: NTD thousand) Operating revenue 8,736 10,312 (1,576) (15.3)%
Operating costs - 184 (184) (100.0)%
Operating income 8,736 10,128 (1,392) (13.8)%

  1. Consolidated Profit and Loss Statements from January to December 2025 :
    Unit: NTD Thousand
Item Jan. - Dec. 2025 Compared to the previous year
Jan. - Dec. 2024 Increase (Decrease) Growth rate
Operating revenue 5,473,329 5,748,993 (275,664) (4.8)%
Operating costs 3,628,317 3,894,446 (266,129) (6.8)%
Operating income 1,845,012 1,854,547 (9,535) (0.5)%
Operating expenses 1,361,547 1,529,462 (167,915) (11.0)%
Net operating gain 483,465 325,085 158,380 48.7%
Non-operating revenue and expenses 164,781 98,605 66,176 67.1%
Net income before tax 648,246 423,690 224,556 53.0%
Add: Income Tax profit (39,573) (118,446) 78,873 66.6%
Current period net gain 608,673 305,244 303,429 99.4%
Current period net gain attributable to:
Owners of parent 652,854 371,841 281,013 75.6%
Non-controlling interests (44,181) (66,597) 22,416 33.7%
Earnings per share (NT$) 1.99 1.14 0.85 74.6%

Explanation: 1. Operating expenses decreased by NT$167,915 thousand compared with the same period last year, mainly due to workforce streamlining across all divisions and the implementation of cost control measures during the current period.

(1) Expenses of the Warehousing Division decreased by NT$83,792 thousand.
(2) Expenses of the Trading Division decreased by NT$148,200 thousand.
(3) Expenses of the Media Division decreased by NT$27,920 thousand.
(4) Expenses of the Other Divisions increased by NT$91,997 thousand, mainly due to severance payments made this year for personnel of subsidiaries and increased construction-related costs incurred by Donglin.

  1. Net non-operating income increased by NT$66,176 thousand compared with the same period last year. The principal changes are as follows:

(1) Interest income increased by NT$3,226 thousand during the current period.
(2) Interest expense and finance costs increased by NT$1,883 thousand during the current period.
(3) Net gain from disposal and valuation of equity securities (including dividend income) amounted to NT$143,894 thousand this period, compared with a valuation loss of NT$96,278 thousand in the same period last year, resulting in an


increase of NT$240,172 thousand in recognized net gain.

(4) Share of profit from associates and joint ventures under the equity method increased by NT$132,365 thousand compared with the same period last year.
(5) Net foreign exchange gain decreased by NT$51,484 thousand.
(6) Other non-operating income decreased by NT$256,219 thousand, mainly because the Yu Tai Building was sold at the end of last year and no such gain was recognized in the current period.

董事長:

img-0.jpeg

經理人:

img-1.jpeg

會計主管:

img-2.jpeg


Audit Report by the Audit Committee of EMI Corporation

The Board of Directors has prepared EMI's 2024 Business Report, Financial Statements, and proposal for allocation of earnings. The CPAs Hsin-Ting Huang and Jacky Chen from KPMG were retained to audit EMI's Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and proposal for allocation of earnings proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Eastern Media International Corporation. According to relevant requirements of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.

Sincerely yours,

Eastern Media International Corporation

2025 Annual General Meeting

Chairman of the Audit Committee: Kuen-Chang Lee

img-3.jpeg

March 5, 2025


(3) Report on Distribution of Employee and Director Compensation for 2025

  1. The distribution of employee compensation and director compensation for fiscal year 2025 was approved by resolution of the 25th meeting of the 18th Board of Directors held on March 11, 2026. All such compensation will be paid in cash.

  2. For fiscal year 2025, employee compensation amounted to NT$1,815,755 (allocation rate: 1%), of which no less than 20% shall be allocated as compensation to grassroots employees; director compensation also amounted to NT$1,815,755 (allocation rate: 1%).

9


(4) Report on Director Remuneration Paid in 2025

  1. The Company’s policy, standards, and structure for director remuneration (including independent directors), the procedures for determining such remuneration, and its relationship to business performance and future risk are as follows:
Item Directors (Including Independent Directors)
Remuneration Policy 1. Regular directors do not receive salaries.
2. Salaries for independent directors are determined by the Board of Directors with reference to industry standards.
Remuneration Standards and Composition 1. Regular directors receive only execution fees and meeting attendance fees.
2. Independent directors receive a fixed monthly salary in addition to execution fees and board meeting attendance fees.
Procedure for Determining Remuneration Pursuant to Article 18 of the Company’s Articles of Incorporation, the Board of Directors is authorized to determine director remuneration based on their level of participation in Company operations, understanding of the Company’s goals and objectives, internal relationship management and communication, professional expertise, and continued professional development, with reference to industry standards.
Correlation Between Remuneration, Business Performance, and Future Risks Pursuant to Article 26 of the Company’s Articles of Incorporation, if the Company records a profit for the year (defined as pre-tax earnings before deduction of employee remuneration), and after deducting accumulated losses, up to 1% of the remaining balance may be allocated as director remuneration (including for independent directors).
  1. Details of the remuneration paid to regular directors and independent directors for fiscal year 2025 are provided on page 57 of the Rules of Procedure Manual.

(5) Report on 2025 Earnings Distribution

  1. In accordance with Article 26-1 of the Company’s Articles of Incorporation, where earnings, legal reserve, or capital reserve are to be distributed in cash, the Board of Directors is authorized to resolve such distribution by a meeting attended by more than two-thirds of the directors and with the approval of a majority of those present. The resolution shall then be reported to the shareholders' meeting.

  2. Pursuant to the resolution of the 25th meeting of the 18th Board of Directors, the Company plans to distribute a cash dividend of NT$0.4 per share from the 2025 earnings, totaling NT$130,905,975.

  3. Cash dividends distributed to individual shareholders shall be rounded down to the nearest dollar. Any fractional amounts under NT$1 shall be recorded as other income of the Company.

11


12

Adoptions


13

Adoptions

Motion 1

Proposed by the Board of Directors

Proposal: Acknowledgement of the Company’s 2025 Business Report and Financial Statements.

Explanation:
1. The Company’s 2025 financial closing has been approved by resolution of the 25th meeting of the 18th Board of Directors held on March 11, 2026, and is hereby submitted to the Annual General Meeting for acknowledgement.
2. In addition to the Business Report set forth under the Report Items, the parent-company-only financial statements and consolidated financial statements for fiscal year 2025 (see pages 14–37 of this Meeting Agenda) are attached hereto for acknowledgement.

Resolution:


Independent Auditors' Report

To the Board of Directors of Eastern Media International Corporation:

Opinion

We have audited the accompanying financial statements of Eastern Media International Corporation (“the Company”), which comprise the parent Company only balance sheets as of December 31, 2025 and 2024, the parent Company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent Company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to Other Matter paragraph), the accompanying parent Company only financial statements present fairly, in all material respects, the parent Company only financial position of the Company as of December 31, 2025 and 2024, and its parent Company only financial performance and its parent Company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our opinion.

Emphasis Matter

As stated in Note 12a(d) and 22c(d), the lawsuit of the subsidiary, EHR, was failed in November 2024. The ruling declared that the resolutions passed during the company’s shareholders’ meeting on June 28, 2017 — specifically, the “capital reduction plan” and the “cash capital increase plan” — were invalid. As a result, the shareholder register of EHR would be restored to the shareholder structure prior to the resolutions passed at the June 28, 2017 shareholders’ meeting. In accordance with the ruling, the Company adjusted the attribution ratio of equity as of the date of the ruling. Between June 2017 and November 2024, a total of $517,771 thousand of retained earnings and a total of $694,600 thousand of prepayments (recognized as other non-current assets) were increased. Subsequently, on March 5, 2025, the Ministry of Economic Affairs issued a letter restoring the registration status of EHR Hotels & Resorts Group Yilan to that as of December 20, 2016, in accordance with the court judgment. We did not modify the audit opinion as a result of this matter.

Other Matter

We did not audit the parent Company only financial statements of partial companies, associates of the Company, which represented investments in other entities accounted for using the equity method. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for partial companies, is based solely on the reports of other auditors. The investments in partial companies accounted for using the equity method constituting 12.57% and 12.34% of total assets at December 31, 2025 and 2024, respectively, and the related share of profit of associates accounted for using the equity method constituting

14


38.51% and 27.23% of total profit before tax for the years then ended December 31, 2025 and 2024, respectively.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent Company only financial statements of the current period. These matters were addressed in the context of our audit of the parent Company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Warehousing Revenue recognition

Please refer to Note 4o "Revenue recognition" for accounting policy related to revenue recognition, and Note 24 "Revenue from contracts with customers" to the parent Company only financial statements.

Description of key audit matter:

Major of the operating revenue sources of the Company are the services of warehousing amounted to $1,412,083 thousand, constituting 100.00% of its Company revenue. The impact of revenue recognition on financial report is significant. Therefore, revenue recognition is one of the key matters in our audit.

How the matter was addressed in our audit:

In response to the risk mentioned above, we planned to perform the following audit procedures: understanding the sales and collection cycle, and sampling to test the effectiveness of manual control and internal control. Additionally, we would perform test of detail on revenue of warehousing; as well as perform sales cut off test on the periods before and after the balance sheet date by inspecting relevant documents of sales transactions to determine whether sales had been appropriately recognized.

2. The investments accounted of using equity method impairment

Please refer to Note 4n "Impairment of non-financial assets" for accounting policy related to the investments accounted of using equity method impairment, and Note 12 " investments accounted for using equity method " to the parent Company only financial statements.

Description of key audit matter:

The investments accounted of using equity method of the Company constituted 47.86% of its parent Company only assets. The evaluation of the impairment on December 31 is significant to the parent Company only financial statements. There are risks that the assumption of the financial performance and cash flows related to the Company's subsidiaries and associates which Management uses remains a highly uncertainty. This risk may affect the recoverability of the asset mentioned above. Therefore, the evaluation of the investments accounted of using equity method impairment is one of the key matters in our audit.

How the matter was addressed in our audit:

In response to the risk mentioned above, we planned to perform the following audit procedures: obtaining the information on which the management relied to make assumptions and evaluations for the report made by external expert; engaging evaluation experts to assess the appropriateness of the evaluation methods and assumptions used by them, including the discount rate and the forecast of future cash flows; comparing the forecasted and historical data, past forecasts and actual conditions; evaluating the reasonableness of past management's estimates.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

15


Management is responsible for the preparation and fair presentation of the parent Company only financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of the parent Company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent Company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the parent Company only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent Company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent Company only financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the parent Company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  2. 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.
  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  4. 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 auditors’ report to the related disclosures in the parent Company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  5. Evaluate the overall presentation, structure and content of the parent Company only financial statements, including the disclosures, and whether the parent Company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent Company only

16


financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent Company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors' report are Shih Chin Chih and Hsin-Ting Huang.

KPMG

Taipei, Taiwan (Republic of China)

March 11, 2026

Notes to Readers

The accompanying parent company only financial statements are intended only to present the parent company only statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors' audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and parent company only financial statements, the Chinese version shall prevail.

17


EASTERN MEDIA INTERNATIONAL CORPORATION

Parent Company Only Balance Sheets

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2025 December 31, 2024
Assets Amount % Amount %
Current assets:
1100 Cash and cash equivalents (Note 6) $ 324,896 3 $ 696,396 6
1110 Current financial assets at fair value through profit or loss (Notes 7 and 31) 182,130 2 217,602 2
1170 Accounts receivable, net (Notes 9 and 24) 24,723 - 20,481 -
1200 Other receivables, net (Note 10) 4,383 - 11,156 -
1210 Other receivables due from related parties (Notes 10 and 31) 849,911 8 591,314 5
130X Inventories (Note 11) 39,618 - 63,638 1
1410 Prepayments 14,285 - 10,286 -
1476 Other current financial assets (Notes 6 and 32) 237 - 219,170 2
1,440,183 13 1,830,043 16
Non-current assets:
1517 Non-current financial assets at fair value through other comprehensive income (Notes 8 and 31) 7,500 - 12,100 -
1550 Investments accounted for using equity method, net (Notes 12 and 32) 5,552,276 48 5,045,091 43
1600 Property, plant and equipment (Notes 13, 30 and 32) 918,912 8 819,190 7
1755 Right of use assets (Notes 14, 19 and 32) 2,760,583 24 2,995,783 26
1760 Investment Property (Note 15) 21,684 - - -
1780 Intangible assets 4,165 - 1,805 -
1840 Deferred tax assets (Note 21) 21,758 - 44,383 -
1920 Refundable deposits (Note 32) 121,843 1 159,618 2
1975 Net defined benefit assets, non-current (Note 20) 21,771 - 6,109 -
1980 Other non-current financial assets (Note 32) 34,800 - 4,554 -
1990 Other non-current assets, others (Notes 22, 31 and 33) 694,600 6 699,160 6
10,159,892 87 9,787,793 84
Total assets $ 11,600,075 100 $ 11,617,836 100

(Please see accompanying notes to the parent company only financial statements.)


EASTERN MEDIA INTERNATIONAL CORPORATION

Parent Company Only Balance Sheets (Cont'd)

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2025 December 31, 2024
Liabilities and Equity Amount % Amount %
Current liabilities:
2100 Short-term loans (Notes 16 and 31) $ 495,548 4 - -
2110 Short-term notes and bills payable (Notes 17 and 30) 99,793 1 - -
2200 Other payables (Notes 25, 30 and 33) 228,313 2 320,840 3
2220 Other payables due from related parties (Note 31) 504 - 2,239 -
2230 Current tax liabilities 5,525 - - -
2280 Current lease liabilities (Note 19) 205,092 2 204,875 2
2310 Advance receipts - - 1,000 -
2320 Long-term liabilities, current portion (Notes 18, 30, 31 and 32) 221,142 2 182,179 2
2399 Other current liabilities, others 13,327 - 13,076 -
1,269,244 11 724,209 7
Non-current liabilities:
2540 Long-term loans (Notes 18, 30, 31 and 32) 1,865,939 16 1,793,207 15
2570 Deferred tax liabilities (Note 21) 83 - - -
2580 Non-current lease liabilities (Note 19) 2,786,973 24 2,989,284 26
2645 Guarantee deposits received (Notes 15 and 31) 1,080 - 1,860 -
2670 Other non-current liabilities, others (Note 12) 1,378,869 12 1,856,913 16
6,032,944 52 6,641,264 57
Total liabilities 7,302,188 63 7,365,473 64
Equity attributable to owners of parent (Notes 8, 12, 14, 22 and 31)
3100 Capital stock 3,272,650 28 3,002,431 26
3200 Capital surplus - - 5,538 -
3300 Retained earnings 1,083,409 9 1,287,292 11
3400 Other equity interest ( 58,172) - ( 42,898) ( 1)
Total equity 4,297,887 37 4,252,363 36
Total liabilities and equity $ 11,600,075 100 $ 11,617,836 100

(Please see accompanying notes to the parent company only financial statements.)


EASTERN MEDIA INTERNATIONAL CORPORATION

Parent Company Only Statements of Comprehensive Income

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)

For the years ended December 31
2025 2024
Amount % Amount %
4000 Operating revenue (Note 24) $ 1,412,083 100 $ 1,549,851 100
5000 Operating costs (Notes 11, 20, 25 and 31) 667,523 47 678,047 44
Gross profit from operations 744,560 53 871,804 56
6000 Operating expenses (Notes 20, 25 and 31) 209,963 15 273,757 18
Net operating gain 534,597 38 598,047 38
Non-operating income and expenses:
7100 Interest income (Notes 26 and 31) 36,862 2 26,694 2
7010 Other income (Notes 7, 8, 26 and 31) 32,021 2 25,770 2
7020 Other gains and losses, net (Notes 13, 26 and 31) 81,055 6 134,512 9
7050 Finance costs (Notes 19, 26 and 31) (170,124) (12) (158,887) (10)
7370 Share of loss of associates accounted for using equity method (Note 12) 171,553 12 (142,511) (9)
7900 Net gain before tax 685,964 48 483,625 32
7950 Less: tax expenses (Note 21) 33,110 2 111,784 7
Net profit 652,854 46 371,841 25
8300 Other comprehensive income:
8310 Components of other comprehensive income that will not be reclassified to profit or loss
8311 Remeasurements of defined benefit plans 14,286 1 10,870 1
8312 Revaluation surplus (Note 15) 7,617 - - -
8316 Unrealized gain from investments in equity instruments measured at fair value through other comprehensive income (18) - 3,155 -
8330 Share of other comprehensive (loss) / gain of subsidiaries, associates and joint ventures accounted for using equity method 3,596 - (5,679) -
Total other comprehensive income that will not be reclassified to profit or loss 25,481 1 8,346 1
8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss
8361 Exchange differences on translation of foreign financial statements (20,713) (1) 51,890 3
8380 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive (loss) / gain that will be reclassified to profit or loss (5,371) - 11,035 1
8399 Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss - - - -
Total other comprehensive income that will be reclassified to profit or loss (26,084) (1) 62,925 4
8300 Other comprehensive income, net of tax (603) - 71,271 5
Total comprehensive income $ 652,251 46 $ 443,112 30
Earnings per share (Unit: NT$) (Note 23)
9750 Basic earnings per share $ 1.99 $ 1.14
9850 Diluted earnings per share $ 1.99 $ 1.14

(Please see accompanying notes to the parent company only financial statements.)


EASTERN MEDIA INTERNATIONAL CORPORATION

Parent Company Only Statements of Changes in Equity

(In Thousands of New Taiwan Dollars)

| | Share capital
Ordinary shares | Capital surplus | Retained earnings | | | Exchange differences on
translation of foreign financial statements | Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income | Revaluation surplus | Total equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Legal reserve | Special reserve | Unappropriated retained earnings | | | | |
| Balance at January 1, 2024 | $ 3,002,431 | $ 15,992 | $ 313,375 | $ 346,610 | ($ 274,994) | ($ 130,027) | ($ 2,568) | $ 31,115 | $ 3,301,934 |
| Profit for year ended December 31, 2024 | - | - | - | - | 371,841 | - | - | - | 371,841 |
| Other comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | 12,689 | 62,925 | ( 4,343) | - | 71,271 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | 384,530 | 62,925 | ( 4,343) | - | 443,112 |
| Changes in subsidiaries accordance with the judgment (Note 22) | - | - | - | - | 517,771 | - | - | - | 517,771 |
| Changes in subsidiaries (Note 22) | - | ( 10,454) | - | - | - | - | - | - | ( 10,454) |
| Balance at December 31, 2024 | $ 3,002,431 | $ 5,538 | $ 313,375 | $ 346,610 | $ 627,307 | ($ 67,102) | ($ 6,911) | $ 31,115 | $ 4,252,363 |

(Please see accompanying notes to the parent company only financial statements.)


EASTERN MEDIA INTERNATIONAL CORPORATION

Parent Company Only Statements of Changes in Equity (Cont'd)

(In Thousands of New Taiwan Dollars)

| | Share capital
Ordinary shares | Capital surplus | Retained earnings | | | Exchange differences on
translation of foreign financial statements | Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income | Revaluation surplus | Total equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Legal reserve | Special reserve | Unappropriated retained earnings | | | | |
| Balance at January 1, 2025 | $ 3,002,431 | $ 5,538 | $ 313,375 | $ 346,610 | $ 627,307 | ($ 67,102) | ($ 6,911) | $ 31,115 | $ 4,252,363 |
| Profit for year ended December 31, 2025 | - | - | - | - | 652,854 | - | - | - | 652,854 |
| Other comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | 15,052 | ( 26,084) | 2,812 | 7,617 | ( 603) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | 667,906 | ( 26,084) | 2,812 | 7,617 | 652,251 |
| Special reserve appropriated | - | - | - | 519,571 | ( 519,571) | - | - | - | - |
| Reversal of special reserve | - | - | - | ( 303,712) | 303,712 | - | - | - | - |
| Legal reserve appropriated | - | - | 62,731 | - | ( 62,731) | - | - | - | - |
| Cash dividends of ordinary share | - | - | - | - | ( 75,061) | - | - | - | ( 75,061) |
| Stock dividends of ordinary share | 270,219 | - | - | - | ( 270,219) | - | - | - | - |
| Proceeds from non-current financial assets at fair value through other comprehensive income | - | - | - | - | 3,138 | - | ( 3,138) | - | - |
| Changes in investments accounted for using equity method | - | - | - | - | ( 3,519) | - | 3,519 | - | - |
| Changes in subsidiaries (Note 22) | - | ( 5,538) | - | - | ( 526,128) | - | - | - | ( 531,666) |
| Balance at December 31, 2025 | $ 3,272,650 | - | $ 376,106 | $ 562,469 | $ 144,834 | ($ 93,186) | ($ 3,718) | $ 38,732 | $ 4,297,887 |

(Please see accompanying notes to the parent company only financial statements.)


EASTERN MEDIA INTERNATIONAL CORPORATION

Parent Company Only Statements of Cash Flows

(Expressed in Thousands of New Taiwan Dollars)

For the years ended December 31
2025 2024
Cash flows (used in) from operating activities:
Net profit before tax $ 685,964 $ 483,625
Adjustments:
Adjustments to reconcile profit (loss)
Depreciation expense 333,546 300,338
Amortization expense 2,600 2,663
Net (gain) loss on financial assets or liabilities at fair value through profit or loss ( 75,515) 162,200
Interest expense 170,124 158,887
Interest income ( 36,862) ( 26,694)
Dividend income ( 4,466) ( 9,010)
Share of (gain) loss of associates and joint ventures accounted for using equity method ( 171,553) 142,511
Gain on disposal of property, plant and equipment - ( 291,212)
Loss on fair value adjustment of investment property 1,887 -
Total adjustments to reconcile profit 219,761 439,683
Changes in operating assets and liabilities:
Changes in operating assets, net:
Decrease in current financial assets at fair value through profit or loss 110,987 459,473
(Increase) decrease in accounts receivable ( 4,242) 489
Decrease (increase) in other receivable 9,181 ( 5,342)
Increase in inventories ( 2,398) ( 27,964)
Increase in prepayments ( 3,999) ( 2,684)
Increase in net defined benefit assets ( 1,376) -
Total changes in operating assets, net 108,153 423,972
Changes in operating liabilities, net:
(Decrease) increase in other payables (including related parties) ( 100,189) 39,858
(Decrease) increase in advance receipts ( 1,000) 1,000
Increase (decrease) in other current liabilities 251 ( 287)
Decrease in net defined benefit liability, non-current - ( 1,564)
Total changes in operating liabilities ( 100,938) 39,007
Net changes in operating assets and liabilities 7,215 462,979
Total adjustments 226,976 902,662
Cash inflow generated from operations 912,940 1,386,287
Tax income paid ( 3,560) ( 24,637)
Net cash inflow from operating activities 909,380 1,361,650

(Please see accompanying notes to the parent company only financial statements.)


EASTERN MEDIA INTERNATIONAL CORPORATION

Parent Company Only Statements of Cash Flows (Cont'd)

(Expressed in Thousands of New Taiwan Dollars)

For the years ended December 31
2025 2024
Cash flows from (used in) investing activities:
Acquisition of f investments accounted for using equity method ($ 1,428,450) ($ 951,016)
Acquisition of non-current financial assets at fair value through other comprehensive income - ( 1,445)
Proceeds from non-current financial assets at fair value through other comprehensive income 3,081 -
Acquisition of property, plant and equipment ( 170,777) ( 266,962)
Proceeds from disposal of property, plant and equipment - 509,953
Decrease (increase) in refundable deposits 37,775 ( 861)
Increase in other receivables due from related parties ( 262,000) ( 285,000)
Acquisition of intangible assets ( 5,295) ( 1,653)
Proceeds from disposal of intangible assets 176 -
Decrease (increase) in other financial assets 188,687 ( 217,498)
Increase in other non-current assets - ( 4,560)
Interest received 36,540 25,525
Dividends received 65,086 11,365
Net cash flows used in investing activities ( 1,535,177) ( 1,182,152)
Cash flows from (used in) financing activities:
Increase in short-term loans 495,548 10,000
Decrease in short-term loans - ( 113,000)
Increase in short-term notes and bills payable 100,000 -
Increase in long-term loans 303,250 675,070
Decrease in long-term loans ( 190,393) ( 84,136)
Payment of lease liabilities ( 206,268) ( 189,442)
Increase in guarantee deposits received 720 1,500
Issuance cash dividends ( 75,061) -
Interest paid ( 173,499) ( 162,601)
Net cash flows from financing activities 254,297 137,391
Net (decrease) increase in cash and cash equivalents ( 371,500) 316,889
Cash and cash equivalents at beginning of period 696,396 379,507
Cash and cash equivalents at end of period $ 324,896 $ 696,396

(Please see accompanying notes to the parent company only financial statements.)


Independent Auditors' Report

To the Board of Directors of Eastern Media International Corporation:

Opinion

We have audited the accompanying consolidated financial statements of Eastern Media International Corporation and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our opinion.

Emphasis Matter

As stated in Note 13c and 27c(d), the lawsuit of the subsidiary, EHR, was failed in November 2024. The ruling declared that the resolutions passed during the company’s shareholders’ meeting on June 28, 2017 — specifically, the “capital reduction plan” and the “cash capital increase plan” — were invalid. As a result, the shareholder register of EHR would be restored to the shareholder structure prior to the resolutions passed at the June 28, 2017 shareholders’ meeting. In accordance with the ruling, the Group adjusted the attribution ratio of equity as of the date of the ruling. Between June 2017 and November 2024, a total of $517,771 thousand was reclassified from non-controlling interests to retained earnings. Subsequently, on March 5, 2025, the Ministry of Economic Affairs issued a letter restoring the registration status of EHR Hotels & Resorts Group Yilan to that as of December 20, 2016, in accordance with the court judgment. We did not modify the audit opinion as a result of this matter.

25


26

Other Matter

We did not audit the financial statements of partial companies, associates of the Group, which represented investments in other entities accounted for using the equity method. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for partial companies, is based solely on the reports of other auditors. The investments in partial companies accounted for using the equity method constituting 6.85% and 7.36% of consolidated total assets at December 31, 2025 and 2024, respectively, and the related share of profit of associates accounted for using the equity method constituting 40.75% and 31.09% of consolidated total loss before tax for the years then ended December 31, 2025 and 2024, respectively.

Eastern Media International Corporation has prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unqualified opinion with other matters paragraph and unqualified opinion with emphasis paragraph and other matter paragraph respectively.

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 the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Revenue recognition

Please refer to Note 4r "Revenue recognition" for accounting policy related to revenue recognition, and Note 29 "Revenue from contracts with customers" to the consolidated financial statements.

Description of key audit matter:

Major of the operating revenue sources of the Group are the services of warehousing, media advertising, and pet merchandise sales. The impact of revenue recognition on financial report is significant. Therefore, revenue recognition is one of the key matters in our audit.

How the matter was addressed in our audit:

In response to the risk mentioned above, we planned to perform the following audit procedures: understanding the sales and collection cycle, and sampling to test the effectiveness of manual control and internal control. Additionally, we would perform test of detail on revenue; as well as perform sales cut off test on the periods before and after the balance sheet date by inspecting relevant documents of sales transactions to determine whether sales had been appropriately recognized.

2. Right of use assets impairment

Please refer to Note 4o "Leases" and Note 4q "Impairment of non-financial assets" for accounting policy related to right-of-use assets impairment, and Note 17 "Right-of-use assets" to the consolidated financial statements.

Description of key audit matter:

The right-of-use assets of the Group constituted 26.01% of its consolidated assets. The assets mentioned above is likely to be influenced by the government policies and economic environments, which may result in the recoverability of the assets valued with discounted cash flow to be highly uncertain. Therefore, right-of-use assets impairment is one of the key matters in our audit.


How the matter was addressed in our audit:

In response to the risk mentioned above, we have performed the following audit procedures: evaluating the consistency of discounted cash flow and the future operating plans; the forecast of future cash flows; comparing the forecasted and historical data, past forecasts and actual conditions; evaluating the reasonableness of past management’s estimates.

  1. The investments accounted of using equity method impairment

Please refer to Note 41 " Investment in associates " and Note 4q "Impairment of non-financial assets" for accounting policy related to the investments accounted of using equity method impairment, and Note 12 " investments accounted for using equity method " to the consolidated financial statements.

Description of key audit matter:

The investments accounted of using equity method of the Group amounted to $1,458,703 thousand, constituting 6.85% of its consolidated assets. The evaluation of the impairment on December 31 is significant to the consolidated financial statements. There are risks that the assumption of the financial performance and cash flows related to the Group’s associates which Management uses remains a highly uncertainty. This risk may affect the recoverability of the asset mentioned above. Therefore, the evaluation of the investments accounted of using equity method impairment is one of the key matters in our audit.

How the matter was addressed in our audit:

In response to the risk mentioned above, we planned to perform the following audit procedures: obtaining the information on which the management relied to make assumptions and evaluations for the report made by external expert; engaging evaluation experts to assess the appropriateness of the evaluation methods and assumptions used by them, including the discount rate and the forecast of future cash flows; comparing the forecasted and historical data, past forecasts and actual conditions; evaluating the reasonableness of past management’s estimates.

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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRIC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally

27


accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  2. 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.
  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  4. 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 auditors' 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.
  5. 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.
  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the group financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

28


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors' report are Hsin-Ting Huang and Chung-Che Chen.

KPMG
Taipei, Taiwan (Republic of China)
March 11, 2026

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors' audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and consolidated financial statements, the Chinese version shall prevail.


EASTERN MEDIA INTERNATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(Expressed in Thousands of New Taiwan Dollars)

Assets December 31, 2025 December 31, 2024
Amount % Amount %
Current assets:
1100 Cash and cash equivalents (Note 6) $ 3,205,042 15 $ 2,473,386 13
1110 Current financial assets at fair value through profit or loss (Notes 7 and 36) 362,135 2 332,299 2
1151 Notes receivable, net (Notes 9, 29 and 37) 28,977 - 23,861 -
1170 Accounts receivable, net (Notes 9 and 29) 343,014 2 388,671 2
1180 Accounts receivable due from related parties, net (Notes 9, 29 and 36) 71,358 - 73,755 -
1200 Other receivables, net (Notes 7, 10 and 17) 171,826 1 171,595 1
1210 Other receivables due from related parties (Notes 10, 17 and 36) 17 - 4,060 -
130X Inventories (Notes 11 and 36) 406,899 2 422,542 2
1400 Current biological assets, net 8,679 - 10,425 -
1410 Prepayments (Note 36) 375,446 2 265,490 2
1476 Other current financial assets (Notes 6 and 37) 40,163 - 429,667 2
1479 Other current assets, others 6,338 - 2,873 -
5,019,894 24 4,598,624 24
Non-current assets:
1517 Non-current financial assets at fair value through other comprehensive income (Notes 8 and 36) 7,500 - 12,100 -
1550 Investments accounted for using equity method, net (Notes 12, 36 and 37) 1,458,703 7 1,433,829 7
1600 Property, plant and equipment (Notes 16, 35, 36 and 37) 8,502,357 40 6,182,722 32
1755 Right of use assets (Notes 17, 36 and 37) 5,540,723 26 6,501,898 33
1760 Investment Property (Note 18) 21,684 - - -
1780 Intangible assets 6,241 - 5,557 -
1840 Deferred tax assets (Note 26) 31,364 - 60,154 1
1920 Refundable deposits (Note 37) 381,178 2 412,528 2
1930 Long-term notes and accounts receivable (Notes 9, 29 and 37) 21,083 - 43,723 -
1940 Long-term notes and accounts receivable due from related parties (Notes 9, 29 and 36) 10,175 - 30,156 -
1975 Net defined benefit assets, non-current (Note 25) 21,771 - 6,109 -
1980 Other non-current financial assets (Notes 17 and 37) 274,128 1 178,640 1
1990 Other non-current assets, others (Note 38) 2,842 - 11,505 -
16,279,749 76 14,878,921 76
Total assets $ 21,299,643 100 $ 19,477,545 100

(Please see accompanying notes to the consolidated financial statements)


EASTERN MEDIA INTERNATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets (Cont'd)

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2025 December 31, 2024
Liabilities and Equity Amount % Amount %
Current liabilities:
2100 Short-term loans (Notes 19, 36 and 37) $ 671,373 3 $ 61,000 -
2110 Short-term notes and bills payable (Notes 20 and 35) 99,793 - 49,956 -
2130 Current contract liabilities (Notes 29 and 37) 72,967 - 63,946 1
2150 Notes payable (Notes 21 and 35) 4,054 - 4,307 -
2170 Accounts payable (Note 21) 287,319 2 306,272 2
2180 Accounts payable due from related parties (Notes 21 and 36) 74,345 - 62,097 -
2200 Other payables (Notes 35 and 38) 1,322,547 7 1,185,106 6
2220 Other payables due from related parties (Notes 36) 10,409 - 19,430 -
2230 Current tax liabilities 5,557 - 31 -
2280 Current lease liabilities (Notes 24 and 36) 1,050,245 5 1,060,847 6
2310 Advance receipts 1,559 - 2,985 -
2320 Long-term liabilities, current portion (Notes 22, 23, 35, 36 and 37) 436,466 2 1,241,569 6
2399 Other current liabilities, others 31,185 - 31,608 -
4,067,819 19 4,089,154 21
Non-current liabilities:
2540 Long-term loans (Notes 22, 35, 36 and 37) 6,034,972 28 4,528,455 23
2570 Deferred tax liabilities (Note 26) 83 - 274 -
2580 Non-current lease liabilities (Notes 24 and 36) 4,747,214 22 5,648,826 29
2610 Long-term notes and accounts payable (Note 23) 50,929 - 30,017 -
2645 Guarantee deposits received (Note 36) 1,527 - 2,341 -
10,834,725 50 10,209,913 52
Total liabilities 14,902,544 69 14,299,067 73
Equity attributable to owners of parent (Notes 8, 17, 27 and 36)
3100 Capital stock 3,272,650 15 3,002,431 15
3200 Capital surplus - - 5,538 -
3300 Retained earnings 1,083,409 6 1,287,292 7
3400 Other equity interest ( 58,172) - ( 42,898) -
Total equity attributable to owners of parent 4,297,887 21 4,252,363 22
36XX Non-controlling interests (Notes 14 and 27) 2,099,212 10 926,115 5
Total equity 6,397,099 31 5,178,478 27
Total liabilities and equity $ 21,299,643 100 $ 19,477,545 100

(Please see accompanying notes to the consolidated financial statements)


EASTERN MEDIA INTERNATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)

For the years ended December 31
2025 2024
Amount % Amount %
4000 Operating revenue (Notes 29 and 36) $ 5,473,329 100 $ 5,748,993 100
5000 Operating costs (Notes 11, 25, 30, 31 and 36) 3,628,317 66 3,894,446 68
Gross profit from operations 1,845,012 34 1,854,547 32
6000 Operating expenses (Notes 11, 25, 30 and 31) 1,363,748 25 1,531,342 26
6450 Reversal of impairment loss determined in accordance with IFRS 9 (Note 9) (2,201) - (1,880) -
Net operating gain 483,465 9 325,085 6
Non-operating income and expenses:
7100 Interest income (Notes 31 and 36) 42,724 1 39,498 1
7010 Other income (Notes 7, 8, 18, 31 and 36) 44,412 1 46,426 1
7020 Other gains and losses, net (Notes 16, 31 and 36) 132,962 2 198,480 3
7050 Finance costs (Notes 24, 31 and 36) (319,390) (6) (317,507) (6)
7060 Share of profit of associates accounted for using equity method (Note 12) 264,073 5 131,708 2
7900 Profit before tax 648,246 12 423,690 7
7950 Less: tax expenses (Note 26) 39,573 1 118,446 2
Net profit 608,673 11 305,244 5
8300 Other comprehensive income:
8310 Components of other comprehensive income that will not be reclassified to profit or loss
8311 Remeasurements of defined benefit plans 14,286 - 10,870 -
8312 Revaluation surplus (Note 17) 7,617 - - -
8316 Unrealized gain from investments in equity instruments measured at fair value through other comprehensive income (18) - 3,155 -
8320 Share of other comprehensive loss of associates accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 3,663 - (5,776) -
8349 Less: Income tax related to components of other comprehensive that will not be reclassified subsequently - - - -
Total other comprehensive loss that will not be reclassified to profit or loss 25,548 - 8,249 -
8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss
8361 Exchange differences on translation of foreign financial statements (590) - (54) -
8370 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss (25,580) - 63,156 1
8399 Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss - - - -
Total other comprehensive income that will be reclassified to profit or loss (26,170) - 63,102 1
8300 Other comprehensive income, net of tax (622) - 71,351 1
Total comprehensive income $ 608,051 11 $ 376,595 6

(Please see accompanying notes to the consolidated financial statements)


EASTERN MEDIA INTERNATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Cont'd)

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)

For the years ended December 31
2025 2024
Amount % Amount %
Profit (loss) attributable to:
8610 Owners of parent $ 652,854 12 $ 371,841 6
8620 Non-controlling interests ( 44,181) ( 1) ( 66,597) ( 1)
$ 608,673 11 $ 305,244 5
Comprehensive income (loss) attributable to:
8710 Owners of parent $ 652,251 12 $ 443,112 7
8720 Non-controlling interests ( 44,200) ( 1) ( 66,517) ( 1)
$ 608,051 11 $ 376,595 6
Earnings per share (Unit: NT$) (Note 28)
9750 Basic earnings per share $ 1.99 $ 1.14
9850 Diluted earnings per share $ 1.99 $ 1.14

(Please see accompanying notes to the consolidated financial statements)


EASTERN MEDIA INTERNATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

(In Thousands of New Taiwan Dollars)

Equity attributable to owners of parent
Share capital Retained earnings Total other equity interest Revaluation surplus Total equity attributable to owners of parent Non-controlling interests Total equity
Ordinary shares Capital surplus Legal reserve Special reserve Unappropriated retained earnings Exchange differences on translation of foreign financial statements Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income Revaluation surplus Total equity attributable to owners of parent Non-controlling interests
Balance at January 1, 2024 $3,002,431 $15,992 $313,375 $346,610 ($274,994) ($130,027) ($2,568) $31,115 $3,301,934 $915,907 $4,217,841
Profit (loss) for year ended December 31, 2024 - - - - 371,841 - - - 371,841 (66,597) 305,244
Other comprehensive income (loss), for the year ended December 31, 2024 - - - - 12,689 62,925 (4,343) - 71,271 80 71,351
Total comprehensive income (loss) for the year ended December 31, 2024 - - - - 384,530 62,925 (4,343) - 443,112 (66,517) 376,595
Changes in subsidiaries accordance with the judgment (Note 27) - - - - 517,771 - - - 517,771 (517,771) -
Changes in subsidiaries (Note 27) - (10,454) - - - - - - (10,454) 10,454 -
Changes in non-controlling interests - - - - - - - - - 584,042 584,042
Balance at December 31, 2024 $3,002,431 $5,538 $313,375 $346,610 $627,307 ($67,102) ($6,911) $31,115 $4,252,363 $926,115 $5,178,478

(Please see accompanying notes to the consolidated financial statements)


EASTERN MEDIA INTERNATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity (Cont'd)

(In Thousands of New Taiwan Dollars)

Equity attributable to owners of parent
Share capital Retained earnings Total other equity interest Revaluation surplus Total equity attributable to owners of parent Non-controlling interests Total equity
Ordinary shares Capital surplus Legal reserve Special reserve Unappropriated retained earnings Exchange differences on translation of foreign financial statements Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income Revaluation surplus Total equity attributable to owners of parent Non-controlling interests
Balance at January 1, 2025 $3,002,431 $5,538 $313,375 $346,610 $627,307 ($67,102) ($6,911) $31,115 $4,252,363 $926,115 $5,178,478
Profit (loss) for the nine months ended December 31, 2025 - - - - 652,854 - - - 652,854 (44,181) 608,673
Other comprehensive income, for the nine months ended December 31, 2025 - - - - 15,052 (26,084) 2,812 7,617 (603) (19) (622)
Total comprehensive income for the nine months ended December 31, 2025 - - - - 667,906 (26,084) 2,812 7,617 652,251 (44,200) 608,051
Legal reserve appropriated - - 62,731 - (62,731) - - - - - -
Special reserve appropriated - - - 519,571 (519,571) - - - - - -
Reversal of special reserve - - - (303,712) 303,712 - - - - - -
Cash dividends of ordinary share - - - - (75,061) - - - (75,061) - (75,061)
Stock dividends of ordinary share 270,219 - - - (270,219) - - - - - -
Proceeds from non-current financial assets at fair value through other comprehensive income - - - - 3,138 - (3,138) - - - -
Changes in subsidiaries - (5,538) - - (526,128) - - - (531,666) 531,666 -
Changes in investments accounted for using equity method - - - - (3,519) 3,519
Cash dividends contributed by subsidiaries - - - - - - - - - (118) (118)
Changes in non-controlling interests - - - - - 685,749 685,749
Balance at December 31, 2025 $3,272,650 - $376,106 $562,469 $144,834 ($93,186) ($3,718) $38,732 $4,297,887 $2,099,212 $6,397,099

(Please see accompanying notes to the consolidated financial statements)


EASTERN MEDIA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Expressed in Thousands of New Taiwan Dollars)

For the years ended December 31
2025 2024
Cash flows (used in) from operating activities:
Profit before tax $ 648,246 $ 423,690
Adjustments:
Adjustments to reconcile profit (loss)
Depreciation expense 1,252,626 1,284,814
Amortization expense 12,540 15,031
Net (gain) loss on financial assets or liabilities at fair value through profit or loss (135,616) 108,813
Interest expense 319,390 317,691
Interest income (42,724) (39,498)
Dividend income (8,278) (12,535)
Share of profit of associates and joint ventures accounted for using equity method (264,073) (131,708)
Gain on disposal of property, plant and equipment (38) (291,668)
Reversal of impairment loss determined in accordance with IFRS 9 (2,201) (1,880)
Impairment loss on non-financial assets - 10,002
Amounts from modification of lease contracts 328 (324)
Amounts from right-of-ues assets subleased (449) (2,469)
Loss on fair value adjustment of investment property 1,887 -
Total adjustments to reconcile profit 1,133,392 1,256,269
Changes in operating assets and liabilities:
Changes in operating assets, net:
Decrease in current financial assets at fair value through profit or loss 105,780 640,642
Decrease (increase) in notes receivable 14,203 (23,578)
Decrease in accounts receivable 51,258 27,917
Decrease (increase) in accounts receivable due from related parties 22,378 (17,244)
Decrease (increase) in other receivables 8,024 (7,515)
(Increase) decrease in inventories (10,988) 23,140
Decrease in biological assets 1,746 3,363
Increase in prepayments (108,672) (86,925)
Increase in other current assets (3,465) (910)
Increase in net defined benefit assets (1,376) -
Total changes in operating assets, net 78,888 558,890
Changes in operating liabilities, net:
Increase in contract liabilities 9,021 1,786
Decrease in notes payable (198) (1,103)
(Decrease) increase in accounts payable (6,705) 1,063
Decrease in other payable (125,836) (2,940)
(Decrease) increase in advance receipts (1,426) 969
Decrease in other current liabilities (800) (3,020)
Decrease in net defined benefit liability, non-current - (1,564)
Total changes in operating liabilities (125,944) (4,809)
Net changes in operating assets and liabilities (47,056) 554,081
Total adjustments 1,086,336 1,810,350
Cash inflow from operations 1,734,582 2,234,040
Tax income paid (6,950) (32,713)
Net cash inflow from operating activities 1,727,632 2,201,327

(Please see accompanying notes to the consolidated financial statements)


EASTERN MEDIA INTERNATIONAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Cont'd)

(Expressed in Thousands of New Taiwan Dollars)

For the years ended December 31
2025 2024
Cash flows from (used in) investing activities:
Acquisition of non-current financial assets at fair value through other comprehensive income $ - ($ 1,445)
Proceeds from non-current financial assets at fair value through other comprehensive income 3,081 -
Acquisition of investments accounted for using equity method ( 941) -
Acquisition of property, plant and equipment ( 2,051,844) ( 1,913,164)
Proceeds from disposal of property, plant and equipment 623 512,322
Decrease (increase) in refundable deposits 31,350 ( 18,703)
Increase in other receivables - ( 20,000)
Decrease in long-term notes and accounts receivable (including related parties) 11,335 9,968
Acquisition of intangible assets ( 12,866) ( 7,985)
Decrease (increase) in other financial assets 281,714 ( 306,891)
Increase in other non-current assets - ( 4,560)
Interest received 42,717 38,308
Dividends received 226,991 16,546
Net cash flows used in investing activities ( 1,467,840) ( 1,695,604)
Cash flows from (used in) financing activities:
Increase in short-term loans 641,373 99,000
Decrease in short-term loans ( 31,000) ( 423,559)
Increase (decrease) in short-term notes and bills payable 50,000 ( 50,000)
Increase in long-term loans 1,906,168 1,735,414
Decrease in long-term loans ( 1,014,391) ( 172,707)
Increase (decrease) in notes payable 2,463 ( 42,073)
(Decrease) increase in other payables ( 8,339) 16
Increase (decrease) in guarantee deposits received 686 ( 2,271)
Payment of lease liabilities ( 1,069,775) ( 1,091,987)
(Decrease) increase in long-term notes payable ( 85,991) 55,953
Issuance cash dividends (including non-controlling interests) ( 75,179) -
Interest paid ( 528,251) ( 410,861)
Changes in non-controlling interests 685,749 584,042
Net cash flows from financing activities 473,513 280,967
Effect of exchange rate changes on cash and cash equivalents ( 1,649) 3,823
Net increase in cash and cash equivalents 731,656 790,513
Cash and cash equivalents at beginning of period 2,473,386 1,682,873
Cash and cash equivalents at end of period $ 3,205,042 $ 2,473,386

(Please see accompanying notes to the consolidated financial statements)


Adoptions

Motion 1
Proposed by the Board of Directo

Proposal: Acknowledgement of the 2025 Earnings Distribution Proposal.

Explanation:
1. The beginning unappropriated earnings of fiscal year 2025 were NT$3,439,798. After adding 2025 net profit after tax of NT$652,853,326, recognized gain on disposal of equity instruments measured at fair value through other comprehensive income of NT$3,136,573, recognized changes in ownership interests in subsidiaries of (NT$526,128,170), changes in associates recognized under the equity method of (NT$3,518,607), and changes in actuarial gains and losses of defined benefit plans for the current period of NT$15,050,800, and then appropriating legal reserve of NT$14,139,392, special reserve as required by law of NT$15,273,088, and reversing special reserve of NT$519,570,516, the total amount of earnings available for distribution is NT$634,991,756. It is proposed that cash dividends of NT$0.4 per common share and stock dividends of NT$0.8 per common share be distributed, totaling NT$392,717,935. After the dividend distribution, ending unappropriated earnings for fiscal year 2025 will be NT$242,273,821.
2. Cash dividends distributed to individual shareholders shall be rounded down to the nearest dollar. Any fractional amount under NT$1 shall be recorded as other income of the Company.
3. The Company’s 2025 Earnings Distribution Table is set forth below (see next page).
4. This proposal was approved by resolution of the 25th meeting of the 18th Board of Directors held on March 11, 2026, and is hereby submitted for acknowledgement.

Resolution:

38


Eastern Media International Corporation
Earnings Distribution Statement
2025
Unit: NTD

Item Amount
Beginning unappropriated earnings $ 3,439,798
Changes:
(1) Net profit after tax for the current period 652,853,326
(2) Disposal of equity instruments measured at fair value through other comprehensive income 3,136,573
(3) Changes in ownership interests in subsidiaries ( 526,128,170)
(4) Changes in associates recognized under the equity method ( 3,518,607)
(5) Current-period changes in actuarial gains and losses of defined benefit plans 15,050,800
Net profit after tax for the current period plus items other than current-period net profit recognized in current-year unappropriated earnings $ 141,393,922
Distribution items
(1) Appropriation to legal reserve ($ 14,139,392 )
(2) Appropriation to special reserve – as required by law ( 15,273,088 )
(3) Reversal of special reserve – for specific purposes 519,570,516
Earnings available for distribution this year 634,991,756
(4) Cash dividends to shareholders (approximately NT$0.4 per share) (130,905,975 )
(5) Stock dividends to shareholders (approximately NT$0.8 per share) (261,811,960 )
Ending unappropriated earnings $ 242,273,821

董事長:
經理人:
會計主管:

39


40

Discussions


Discussions

Proposed by the Board of Directo

Proposal: Proposal for Capitalization of 2025 Earnings and Issuance of New Shares – for Resolution.

Explanation: 1. To strengthen working capital and in consideration of future development needs, it is proposed to capitalize earnings and issue new shares by allocating NT$261,811,960 from the earnings available for distribution for fiscal year 2025 as shareholders’ stock dividends, and to issue 26,181,196 new shares with a par value of NT$10 per share.

  1. Terms and conditions for issuance of the new shares:

(1) Based on the current number of outstanding common shares, 80 bonus shares will be issued for every 1,000 shares held. For any fractional shares of less than one share, shareholders may, within five days from the share transfer suspension date, apply through the Company’s stock affairs agent to combine such fractional entitlements into whole shares. Any fractional entitlement that is not combined, or that remains less than one share after combination, shall be paid in cash at par value (to offset custody book-entry charges or scripless registration fees), rounded down to the nearest dollar. Any resulting share difference shall be authorized to be subscribed for by designated persons at par value as arranged by the Chairman. The actual number of shares to be distributed shall be based on the shareholdings recorded in the shareholders’ register as of the ex-rights record date.

(2) The new shares to be issued in this capital increase shall carry the same rights and obligations as the existing issued shares.

(3) Upon approval of this proposal by the 2026 Annual General Meeting and effectiveness of the filing with the competent authority, the ex-rights record date will be separately determined.

(4) If, thereafter, the total number of outstanding shares is affected by

41


share repurchase, transfer, conversion or cancellation of treasury shares, or any other event, causing a change in the share distribution ratio, the Chairman is fully authorized to handle such adjustments.

  1. This proposal was approved by resolution of the 25th meeting of the 18th Board of Directors held on March 11, 2026.

  2. Submitted for resolution.

Resolution :

42


43

Elections


44

Elections

Proposed by the Board of Directors

Proposal: Election of the 19th Board of Directors of the Company.

Explanation: 1. The term of office of the Company’s 18th directors (including independent directors) will expire on May 29, 2026. Pursuant to the Company Act and the Company’s Articles of Incorporation, it is proposed that all directors of the 19th Board be re-elected at this Annual General Meeting.

  1. Article 16 of the Company’s Articles of Incorporation provides that the Company shall have seven to eleven directors, including no fewer than three independent directors. Directors shall be elected by the shareholders’ meeting from a slate of director candidates under the candidate nomination system, for a term of three years, and may be re-elected.

  2. To comply with the Articles of Incorporation and meet the practical needs of board operations, it is proposed that four directors and three independent directors be elected for the 19th Board. An Audit Committee, composed of all independent directors, shall be established to exercise the powers of supervisors. The elected directors shall assume office on the date of election at the 2026 Annual General Meeting, with a term from May 20, 2026 to May 19, 2029. The 18th Board shall be simultaneously discharged when the newly elected directors assume office.

  3. The Company adopts the candidate nomination system for the election of directors. The candidates for the 19th Board, having been nominated and reviewed by the Board of Directors, are submitted for election at the 2026 Annual General Meeting. Shareholders shall elect from among the slates of director and independent director candidates. Their academic background, experience, current positions, and other relevant information are as follows:


No. Category Name of Candidate Education Principal Experience and Current Position Shares Held by Represented Juristic Person Shares Held by Representative
1 Director Yuan Fu International Co., Ltd. Representative : Liao, Shang-Wen Ph.D. in Textile Industries, University of Leeds, U.K. Former Deputy Division Chief, Industrial Development Bureau, Ministry of Economic Affairs Current Chairman, Eastern Media International Corporation 14,093,744 58,704
2 Director Yuan Fu International Co., Ltd. Representative : Kao, Kuei-Ting Department of Law, Chinese Culture University Former Deputy Secretary-General, Taiwan Chain Store and Catalog Retail Association Current General Manager, Donglin Assets Co., Ltd. Current Supervisor, Eastern Media Investment Corporation Current Director, Eastern Media International Corporation 14,093,744 0
3 Director Ding Feng Communications Enterprise Co., Ltd. Representative : Tsai, Kao-Ming Department of Accounting and Statistics, National Cheng Kung University Former General Manager, China Bills Finance Corporation Current Chairman, Amazing Microelectronic Corp. Current Director, Eastern Media International Corporation 4,094,517 0
4 Director Ding Feng Communications Enterprise Co., Ltd. Representative : Chou, Department of Law, Division of Financial and Economic Law, Chinese Culture Former Attorney, Yang Szu-Chin Law Office Current Director, Eastern Media Investment 4,094,517 81
Shang-Wen) Corporation

No. Category Name of Candidate Education Principal Experience and Current Position Shares Held by Represented Juristic Person Shares Held by Representative
Hui-Ying University Corporation
Current Director,
Natural Beauty
Bio-Technology
Limited
5 Independent Director Chen, Su-Chang Ph.D. in Education,
National Changhua University of Education Former Academic Dean,
Secretary-General,
Director of the Office of Technology Research and Development,
Chair of the Department of Marketing and Logistics
Management, and Full-Time Professor, National Penghu University of Science and Technology
Current Independent Director, Eastern Media International Corporation N/A 137
6 Independent Director Lin, Tsang-Hsiang Ph.D. in Finance,
Boston University Master's Degree in Management Science,
National Chiao Tung University Bachelor's Degree in Physics,
National Taiwan University Former Chair, Department of Finance, Chief Human Resources Officer, Tamkang University; Former Director, Taiwan Institute of Economic Research; Former Director, Taiwan Stock Exchange; Former Member of the Listing Review Committee
Former Full-Time Professor, N/A 0

No. Category Name of Candidate Education Principal Experience and Current Position Shares Held by Represented Juristic Person Shares Held by Representative
Department/Graduate Institute of Banking and Finance, College of Business and Management, Tamkang University Current Honorary Professor, Department/Graduate Institute of Banking and Finance, College of Business and Management, Tamkang University Current Independent Director, Capital Securities Corporation Current Independent Director, Eastern Media International Corporation
7 Independent Director Peng, Chi-Lu Ph.D. in Financial Management, National Sun Yat-sen University Former Associate Dean, College of Management, and Chair, Department of Financial Management, Chung Hua University Former Adjunct Associate Professor, Doctoral Program and In-Service Master’s Program, College of Management, I-Shou University Former Associate Professor, College N/A 0

47


No. Category Name of Candidate Education Principal Experience and Current Position Shares Held by Represented Juristic Person Shares Held by Representative
of Management, and Associate Professor, College of Intelligence Commerce, National Kaohsiung University of Science and Technology Current Vice Chairman, Taiwan Leisure and Recreation Association Current Associate Professor, Department of Public Finance and Taxation, National Kaohsiung University of Science and Technology

Resolutions and Election Results:


49
Other Matters


Other Matters

Proposed by the Board of Directors

Proposal: Proposal to Lift the Non-Competition Restrictions on the Newly Elected Directors – for Resolution.

Explanation: 1. Pursuant to Article 209, paragraph 1 of the Company Act: ‘If a director engages, for himself/herself or on behalf of another person, in any act that falls within the scope of the Company’s business, the material content of such act shall be explained to the shareholders’ meeting and the approval thereof shall be obtained. 2. In order to benefit from the expertise and relevant experience of the Company’s newly elected directors, if any newly elected director or its representative invests in or operates another business for himself/herself or on behalf of another person that is identical or similar to the Company’s business scope, and provided that such activity does not prejudice the interests of the Company, it is proposed, pursuant to the foregoing provision, that the shareholders’ meeting approve lifting the non-competition restrictions applicable to such director and its representative.

  1. The details of the concurrent positions for which the non-competition restrictions on the newly elected directors are proposed to be lifted are as follows:
Director Name Concurrent Positions
Liao, Shang-Wen Chairman & President, Eastern Investment Co., Ltd.
Chairman, Eastern Assets Co., Ltd.
Chairman, Eastern Information Technology Co., Ltd.
Chairman, ETtoday Survey Cloud Co., Ltd.
Chairman, Hui-Yue Investment Co., Ltd.
Chairman, Natural Beauty Bio-Technology Co., Ltd.
Chairman, Regene Medical Beauty Technology Enterprise Co., Ltd.
Chairman, Ko Mei Yan Bio-Technology Co., Ltd.
Chairman, Eastern Communication Technology (Hong

50


51

| | Kong) Co., Ltd.
Chairman, Xiang Fu Trading (Shanghai) Co., Ltd.
Chairman, Eastern (Shanghai) Bio-Technology Co., Ltd.
Chairman, Shanghai Natural Beauty Bio-Technology Co., Ltd.
Chairman, Shanghai Natural Beauty Bio-Medical Co., Ltd.
Chairman, Shanghai Natural Beauty San Lian Cosmetics Co., Ltd.
Chairman, Shanghai Natural Beauty Fu Li Cosmetics Co., Ltd.
Chairman, Shanghai Natural Beauty Hai Li Cosmetics Co., Ltd.
Chairman, Hainan Natural Beauty Bio-Technology Co., Ltd.
Chairman, Eastern Natural Beauty Health Technology (Shanghai) Co., Ltd.
Chairman, Sen Wang Trading (Hong Kong) Co., Ltd.
Chairman, Nanjing Yun Fu Trading Co., Ltd.
Vice Chairman, Eastern Home Shopping & Leisure Co., Ltd. (EHS)
Vice Chairman & President, Eastern Health Bio-Medical Co., Ltd.
Director, Dong Kai Leasing Co., Ltd.
Director, Eastern International Leasing Co., Ltd
Director, Eastern New Media Holding Co., Ltd.
Director, Eastern International Hotels Co., Ltd.
Director, Eastern Ocean View Hotel & Resort Co., Ltd.
Director, ETtoday Pet Cloud Co., Ltd.
Director, Ci-Ai Bio-Technology Co., Ltd.
Far Eastern Silo & Shipping (Panama) S.A.-Director & President
Grand Scene Media Corporation-Director
Fortune Investment Global Limited (BVI)-Director
Billion Synergy Sdn. Bhd.-Director
Next Success International Limited (BVI)-Director
Great Glamour Company Limited (BVI)-Director
Famous Power Investment Limited-Director
Strawberry Cosmetics Holdings Limited-Director
Strawberry Cosmetics (China) Limited-Director
Strawberry Cosmetics (Multinational) Limited-Director
Strawberry Cosmetics (USA) Limited-Director
Strawberry Cosmetics (Internet Services) Limited-Director |
| --- | --- |


| | Strawberry Cosmetics (Services) Limited-Director
Strawberry Limited-Director
Strawberry Cosmetics (Brands) Limited-Director
Strawberry Cosmetics (Greater China) Limited-Director |
| --- | --- |
| Tsai, Kao-Ming | Chairman, Eastern International Development Co., Ltd.
Chairman, Eastern Enterprise Development (Shanghai) Co., Ltd.
Director, Eastern Assets Co., Ltd. |
| Kao, Kuei-Ting | Director, Dong Kai Leasing Co., Ltd.
Director, Eastern International Leasing Co., Ltd.
Director, Eastern International Hotels Co., Ltd.
President, Eastern Assets Co., Ltd. |
| Chou, Hui-Ying | Chairman & President, Dong Kai Leasing Co., Ltd.
Chairman & President, Eastern International Leasing Co., Ltd.
Director, Eastern Investment Co., Ltd.
Director, Eastern Assets Co., Ltd.
Director, ETtoday Pet Cloud Co., Ltd.
Director, Hui-Yue Investment Co., Ltd.
Director, Natural Beauty Bio-Technology Co., Ltd.
Director, Regene Medical Beauty Technology Enterprise Co., Ltd.
Director, Ko Mei Yan Bio-Technology Co., Ltd.
Director, Eastern Communication Technology (Hong Kong) Co., Ltd.
Director, Xiang Fu Trading (Shanghai) Co., Ltd.
Director, Shanghai Natural Beauty Bio-Technology Co., Ltd.
Director, Shanghai Natural Beauty Bio-Medical Co., Ltd.
Director, Shanghai Natural Beauty San Lian Cosmetics Co., Ltd.
Director, Shanghai Natural Beauty Fu Li Cosmetics Co., Ltd.
Director, Shanghai Natural Beauty Hai Li Cosmetics Co., Ltd.
Director, Hainan Natural Beauty Bio-Technology Co., Ltd.
Director, Eastern Natural Beauty Health Technology (Shanghai) Co., Ltd.
Director, Sen Wang Trading (Hong Kong) Co., Ltd.
Director, Nanjing Yun Fu Trading Co., Ltd.
Far Eastern Silo & Shipping (Panama) S.A.-Director |

52


Grand Scene Media Corporation-Director
Chen, Su-Chang Director, Hui-Yue Investment Co., Ltd. Director, Natural Beauty Bio-Technology Co., Ltd. Director, Regene Medical Beauty Technology Enterprise Co., Ltd. Director, Ko Mei Yan Bio-Technology Co., Ltd. Director, Shanghai Natural Beauty Bio-Technology Co., Ltd. Director, Shanghai Natural Beauty Bio-Medical Co., Ltd. Director, Shanghai Natural Beauty San Lian Cosmetics Co., Ltd. Director, Shanghai Natural Beauty Fu Li Cosmetics Co., Ltd. Director, Shanghai Natural Beauty Hai Li Cosmetics Co., Ltd. Director, Hainan Natural Beauty Bio-Technology Co., Ltd. Director, Eastern Natural Beauty Health Technology (Shanghai) Co., Ltd.
Lin, Tsang-Siang Independent Director, Natural Beauty Bio-Technology Limited (Cayman Islands)
  1. Submitted for resolution.

Resolution:


54

Extemporary Motions


55

Extemporary Motions


56

Attachments


Remuneration to directors (including independent directors)

Unit: NTD Thousand

Job Title Name Directors' Remuneration Sum of A, B, C, and D; and its proportion to the net income after tax Remuneration from concurrently serving as employee Sum of A, B, C, D, E, F and G; and its proportion to the net income after tax Remuneration received from investee companies outside of subsidiaries or from the parent company
Remuneration (A) Retirement pension (B) Director's remuneration (C) Business execution expenses (D) Wages, rewards, special allowances, etc. (E) Pension upon retirement (F) Employee bonuses (G)
The Company All companies in these financial reports The Company All companies in these financial reports The Company All companies in these financial reports The Company
Far Rich International Corporation Representative:Chairman Shang-Wen Liao 822 822 0 0 259 259
Director Kui-Ting Kao 0 100 0 0 259
Ding-Fong Broadcasting Co., Ltd. Representative: Director Kao-Ming Tsai 0 4,767 0 0 259 259
Independent Director Kuen-Chang Lee 600 600 0 0 259 259
Independent Director Su-Chang Chen 600 600 0 0 259 259
Independent Director Tien-Wei Shih 600 600 0 0 259 259
Independent Director Cang-Xiang Lin 600 600 0 0 259 259

58

Appendices


59

Eastern Media International Corporation

Articles of Incorporation

Chapter I General Provisions

Article 1 The Company is organized in accordance with the Company Act under the name 東森國際股份有限公司. Its English name is Eastern Media International Corporation.

Article 2 Businesses operated by the Company are as follows:

  1. G406061 Harbor Cargoes Forwarding Services
  2. A102060 Food Dealers
  3. A102020 Agricultural Products Preparations
  4. H701010 Housing and Building Development and Rental
  5. H701040 Specific Area Development
  6. H701050 Investment, Development and Construction in Public Construction
  7. G801010 Warehousing
  8. G403011 Vessel Rental
  9. G101061 Automobile Cargo Transportation Business
  10. G902011 Type II Telecommunications Business
  11. J503010 Broadcast Program Production
  12. J503020 Television Program Production
  13. J503030 Broadcasting and Television Program Distribution
  14. J503040 Broadcasting and Television Commercial
  15. J503050 Video Tape Program
  16. J506021 Satellite Channel Program Supply
  17. F401021 Restrained Telecom Radio Frequency Equipments and Materials Import
  18. CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing
  19. F101061 Wholesale of Agricultural Products
  20. F101081 Wholesale of Plant Seeds
  21. F101111 Wholesale of Pets
  22. F107041 Wholesale of Agro-pesticides
  23. F108011 Wholesale of Traditional Chinese Medicine

  1. F108021 Wholesale of Western Pharmaceutical
  2. F108031 Wholesale of Medical Devices
  3. F108051 Wholesale of Cosmetics Ingredients
  4. F113060 Wholesale of Measuring Instruments
  5. F201061 Retail Sale of Seedling
  6. F201081 Retail Sale of Pets
  7. F207041 Retail Sale of Agro-pesticides
  8. F208011 Retail Sale of Traditional Chinese Medicine
  9. F208021 Retail Sale of Western Pharmaceutical
  10. F208031 Retail Sale of Medical Apparatus
  11. F212011 Gas Stations
  12. F212021 Fishing Vessels Gas Stations
  13. F213050 Retail Sale of Measuring Instruments
  14. F401071 Plant Seed Export and Import
  15. A401031 Specific Pet Service
  16. A101011 Seedling
  17. ID01010 Measuring Instruments Certification
  18. JA02051 Weights and Measuring Instruments Repair
  19. D501010 Hot Spring Water Obtains and Provides
  20. J901020 Regular Hotel
  21. JZ99120 General Bathhouse
  22. JZ99990 Unclassified Other Services
  23. F102170 Wholesale of Foods and Groceries
  24. F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
  25. F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures
  26. F106010 Wholesale of Hardware
  27. F106020 Wholesale of Daily Commodities
  28. F203010 Retail Sale of Food, Grocery and Beverage
  29. F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
  30. F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures
  31. F206010 Retail Sale of Hardware
  32. F206020 Retail Sale of Daily Commodities
  33. F501030 Beverage Shops

60


  1. F501060 Restaurants

  2. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3 The Company has its head office in Taipei City, and sets up operations and management at various ports and terminals of Taiwan Province. When necessary, branches or business premises may be established domestically or abroad, and their establishment, modification and revocation shall be handled by the resolution of the Board of Directors.

Article 4 The Company may endorse or provide guarantees in accordance with laws and related regulations.

Article 4-1 Due to Company's business needs, its total amount of reinvestment in other companies is not subject to the restrictions stipulated in Article 13 of the Company Act.

Chapter II Shares

Article 5 The total capital of the Company is set at NTD 15 billion divided into 1.5 billion shares or ten New Taiwan Dollars per share, to be issued in installments.

Article 6 The Company's stocks are all registered, signed or stamped by the Director representing the Company, and issued after obtaining certification according to law. The Company's shares are exempted from being in the form of printed stocks and the same shall apply to other priced securities, but the centralized securities custodial institution must be contacted for registration.

Article 7 Renaming and transfer of stocks shall not be done within 60 days before the General Meeting of Shareholders, within 30 days before an interim shareholders meeting, or within 5 days before the base date when the Company has decided to distribute dividends and bonuses or other benefits.

Article 8 When a shareholder wants to transfer shares, an application form for the transfer of shares shall be filled out, signed and sealed by the transferor and the transferee, and applied to the Company for transfer. Unless it is recorded in the Company's shareholder register, it cannot be transferred in opposition to the Company.

Article 9 In the case of loss or destruction of stocks, this shall be handled in accordance with the Company Act and relevant laws and regulations.

Article 10 If seals retained by the shareholders are lost or destroyed, they shall

61


be reported immediately to the Company to be declared invalid, and a new seal certificate shall be checked and applied to the Company for a new seal.

Chapter III Shareholders' Meetings

Article 11 Shareholders' meetings of the Company are of two types, namely general meetings and interim meetings. The general meeting is to be held once a year by the Board of Directors in accordance with the law within six months after the end of each fiscal year. Interim meetings shall be convened according to law when necessary.

Article 11-1 When the Company holds a shareholders' meeting, the meeting may be held in means of visual communication, or other methods announced by the competent authorities.

Article 12 Shareholders of the Company shall have one voting right per share except in the case where the shares have no voting rights as stipulated in Article 179 of the Company Act.

Article 13 A shareholder that will be absent of the meeting for a particular reason may appoint a proxy to attend the meeting by providing the proxy form issued by this Company and stating the scope of the proxy's authorization. When one person is entrusted by two or more shareholders at the same time, the voting rights of his or her proxy shall not exceed 3% of the total number of shares issued; if it exceeds this level, the excess voting rights shall not be counted.

Article 14 Unless otherwise stipulated by the Company Act, the resolutions of the shareholders' meeting shall be attended by shareholders representing more than half of the total number of shares, and shall be implemented with more than half of the voting rights of the shareholders present.

Article 15 The shareholders' meeting shall be presided over by the Chairman of the Board of Directors of the Company. When the Chairman is on leave or for any reason unable to exercise the powers of the chair, the Chairman shall appoint one of the directors to act as chair. If the Chairman does not appoint such a representative, the directors shall recommend one person from among themselves to act as chair. If convened by someone other than the Board of Directors, the convening party shall chair the meeting. When there are two or more conveners, one person from among them shall serve as chair.

Article 15-1 The rules of procedure of the Company's shareholders' meeting shall

62


be determined in accordance with the regulations of the competent authority and approved by the shareholders' meeting. The same shall be true for amendments.

Chapter IV Directors and Audit Committee

Article 16 The Company shall have between 7 and 11 directors. The Board of Directors shall be elected from the list of director candidates for a term of three years and may be re-elected. The total shareholding ratio of all directors shall not be less than the provisions of the securities regulatory authority.

In the election of directors of the Company, each share has the same voting rights as the number of directors to be elected. One person may be elected collectively, or a number of people may be distributed. Those with more voting rights represented by the votes obtained are elected as directors.

The election of directors shall adopt the candidate nomination system in accordance with Article 192-1 of the Company Act.

Relevant matters such as the acceptance method and announcement of candidate nomination shall be handled in accordance with the relevant laws and regulations of the Company Act and the Securities and Exchange Act. Independent directors and non-independent directors shall be elected together, and the number of elected positions shall be calculated separately.

Among the aforementioned number of directors, the number of independent directors shall not be fewer than three and not less than one-fifth of the number of directors. Shareholders shall choose from the list of candidates for independent directors.

Regarding independent directors' professional qualifications, shareholdings, restrictions on concurrent positions, determination of independence, methods of nomination and selection, and other matters to be complied with, they shall be handled in accordance with the Company Act and relevant regulations of the securities authority.

The Company may purchase liability insurance for the directors' legal liability for the execution of the scope of business during their tenure.

Article 16-1 The Board of Directors of the Company shall convene at least once every quarter. The reason for the convening of the Board of Directors shall be stated and the directors shall be notified seven days in advance. However, when there is an emergency or something that

63


cannot be resolved at a regular meeting, it may be called at any time. The notice of the convening of the Board of Directors can be done by written notification, e-mail, fax, or other methods.

Article 17 When organizing the Board of Directors, the Board shall elect a chairman from among the directors by a majority vote at a meeting attended by over two-thirds of the directors and approved by more than half of the directors present. The Chairman of the Board shall represent the Company externally.

When a director cannot attend a meeting of the Board of Directors for some reason, a proxy may be issued beforehand specifying the scope of authorization and entrusting another director to attend as a representative. The representative mentioned in the preceding paragraph shall be limited to entrustment of one person.

Article 18 In respect to the remuneration of directors, the Board of Directors is authorized to make decisions based on its degree of participation and contribution to the operation of the Company, and to negotiate with reference to industry standards.

Article 19 The functions and powers of the Board of Directors are as follows:

  1. Approval of important Company rules.
  2. Approval of the Company's business policies.
  3. Compilation of the Company's budget and final accounts.
  4. Drafting of the Company's profit distribution.
  5. Planned capital increases or decreases for the Company.
  6. Appointment and removal of important Company personnel.
  7. Review of Company business reports.
  8. Approval of the Company's important property and real estate purchases, construction, and disposal.
  9. Review of the Company's external guarantees.
  10. Other functions and powers granted by the shareholders' meeting in accordance with laws and regulations.

Article 20 The Company shall set up an Audit Committee to replace the authority of supervisors in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee shall be composed exclusively of independent directors and number not be less than three. Among them, one shall act as convener and at least one shall have accounting or financial expertise. The exercise of its powers and other matters that shall be complied with shall be handled

64


in accordance with the Company Act, Securities and Exchange Act, and relevant laws and regulations.

Chapter V Managers and Staff

Article 21 The Company appoints managers, whose appointment, removal and remuneration shall be made by the Board of Directors with a majority of the directors present and via a resolution approved by the majority of the directors present.

Article 22 Manager shall handle the Company's daily affairs in accordance with the orders of the Chairman and the resolutions of the Board of Directors.

Article 23 The Company may employ a number of consultants whose appointment, dismissal and remuneration shall be determined by the Board of Directors or authorized by the Chairman of the Board to be executed by the Board of Directors.

Article 24 The Company may purchase liability insurance for managers' legal liability for the execution of the scope of business during their tenure.

Chapter VI Accounting

Article 25 The Company sets a fiscal year from January 1st to December 31st. At the end of the fiscal year, the following forms are prepared and submitted to the Audit Committee for audit and review. With the consent of more than half of all members of the Audit Committee and after submitting the resolution of the Board of Directors, they shall be submitted to the General Meeting of Shareholders for approval.

  1. Business Report.
  2. Financial Statements.
  3. Proposals concerning profit distributions or covering of losses.

Article 26 If the Company records a profit for the year (defined as pre-tax earnings before deduction of employee remuneration and director remuneration), and after offsetting accumulated losses, no less than 1% of the remaining amount shall be allocated as employee remuneration (of which no less than 20% of the employee remuneration shall be distributed to base-level employees), and no more than 1% shall be allocated as director remuneration. The allocated amounts shall be recognized as expenses for the current year. Employee remuneration may be distributed in the form of shares or cash, whereas director remuneration shall be paid in cash. The method of distribution shall be subject to a special resolution of the

65


Board of Directors and reported to the Annual General Meeting of Shareholders.

Article 26-1 In respect to the Company’s dividend policy, in order to cope with the Company’s diversified operations and the capital expenditure required for future expansion of the scope of operations and long-term financial planning, it can be based on the needs of the business climate and industry changes and take into account the interests of shareholders, making appropriate assignments or reservations.

Any profit in the annual financial statements shall be paid to all taxes and dues in accordance with the laws and make up for any accumulated deficits, and then set aside 10% of said profits as legal reserve, provided such legal reserve amounts to the total paid-in capital, this provision shall not apply. As well as special reserve appropriation and reversal in accordance with the laws or regulations of the competent authority. If there is still a profit, and the undistributed profit at the beginning of the same period (including adjustment of the amount of undistributed profit), the Board of Directors shall prepare a profit distribution proposal and submit it to the General Meeting of Shareholders for resolution:

  1. Shareholders’ dividends are allocated with distributable earnings, which shall not be less than 15% of the current year’s distributable earnings and;
  2. the cash dividend shall not be less than 10% of the current year;
  3. however, if the balance of the distributable earnings of the
  4. current year minus the beginning undistributed earnings is less than NT$0.1 per share, the Company may exempt from this provision.

Distribution of the earnings in the preceding paragraph is authorized after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors, and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting; by means of issuing new shares, a resolution shall be submitted to the shareholders’ meeting in accordance with the regulations.

Article 26-2 When the Company distributes dividends in accordance with the profit distribution plan, the portion of legal reserve exceeding 25% of the paid-in capital and all or part of the following capital reserve items

66


may be distributed by issuing new shares or paid in cash in proportion to the shareholders’ original shares in accordance with the resolution stipulated in the preceding Article:

  1. Income derived from the issue of new shares at a premium over par value.
  2. Income from endowments received by the Company.

Chapter VII Supplementary Provisions

Article 27 The organizational rules and working rules of the Company and its subsidiaries shall be separately formulated by the Board of Directors.

Article 28 Matters not stipulated in these Articles of Incorporation shall be handled in accordance with the Company Act and other relevant laws and regulations.

Article 29 These Articles of Incorporation were established on April 25, 1975. The first amendment was made on June 6, 1978; the second on May 21, 1980; the third on May 25, 1982; the fourth on July 30, 1983; the fifth on May 15, 1984;...the thirty-sixth on May 11, 2017; the thirty-seventh on May 29, 2019; the thirty-eighth on June 29, 2020; the thirty-ninth on June 13, 2022; the fortieth on May 30, 2023; the forty-first on May 27, 2024; and the forty-second on May 26, 2025.

67


Eastern Media International Corporation
Rules of Procedure for Shareholders' Meetings

Amended at the General Meeting of Shareholders of May 27, 2024

Article 1 The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 2 Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

Unless otherwise provided by the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporation's virtual-only shareholders meetings shall be convened subject to stating in the Articles of Incorporation and a resolution of the board of directors. And the virtual-only shareholders meetings shall be exercised by a resolution that approved by the board of directors with more than two-third of directors present and passed by a majority of the directors present.

Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) 30 days before the date of a regular shareholders meeting or 15 days before the date of a special shareholders meeting. In addition, 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.

This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:

  1. For physical shareholders meetings, to be distributed on-site at the meeting.
  2. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
  3. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the

68


addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

69


Article 3 For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 4 The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

The restrictions on the place of the meeting as stated in the proceeding paragraph shall not apply when this Corporation convenes a virtual-only shareholders meeting.

Article 5 This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for

70


verification.

This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.

In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 6 To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:

  1. How shareholders attend the virtual meeting and exercise their rights.
  2. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:

(1) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(2) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
(3) In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

71


(4) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.

Article 7 If a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairperson of the Board. When the Chairperson of the Board is on leave or for any reason unable to exercise the powers of the chair, the Chairperson shall appoint one of the directors to act as chair. Where the Chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.

When a director serves as chair, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 8 This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

In case of a virtual shareholders meeting, this Corporation is advised to

72


audio and video record the back-end operation interface of the virtual meeting platform.

Article 9 Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 10 If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in

73


violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote.

Article 11 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.

Article 12 Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the

74


interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall

75


require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Article 14 The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of

76


directors not elected and number of votes they received.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of this Corporation.

Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

Article 16 On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market)

77


regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17 Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an armband or identification card bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18 When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19 In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

Article 20 When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location domestically, and the chair shall declare the address of their location when the meeting is called to order.

Article 21 In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting

78


shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.

When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporations shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

79


Article 22 These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

80


Eastern Media International Corporation Procedures for Election of Directors
(Amended 2016.06.20)

  1. The election of directors of the Company shall be handled in accordance with these Procedures.
  2. The election of directors of the Company shall adopt the single-name cumulative election method. Each share has the same voting rights as the number of directors to be elected. One person may be elected collectively, or they may be distributed among a number of people. The name of the elector shall be replaced by the attendance card number printed on the ballot.
  3. At the beginning of the election, the chair shall appoint a number of monitoring and counting personnel perform various related tasks.
  4. The number of directors of the company specified in the company's Articles of Incorporation shall be elected as directors by the number of votes obtained by representing more voting rights. If there are two or more people with the same number of votes representing the voting rights and the number of votes exceeds the specified number, the votes obtained by the representatives with the same number of voting rights shall draw lots. The chairman shall draw lots for those who do not attend.
    4-1 Elections of directors of the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. Independent directors and non-independent directors shall be elected together, and the number of elected positions shall be calculated separately.
    4-2. In the election of the company's directors, shareholders can choose electronic or on-site voting to exercise their right to vote.
  5. The voting ballot is prepared and issued by the board of directors, and contains the number of electors and their voting rights.
  6. If a selected candidate is a shareholder, the voting individual must fill in the name of the selected candidate in the "selected candidate" column of the ballot, and add his or her shareholder account number. If not a shareholder, the name of the selected candidate must be filled in as well as his or her ID number.

81


  1. The elector must put the vote of the director voted into the director's ballot box.

  2. A ballot will be invalid in one of the following circumstances:

(1) Not using the voting ballots stipulated in Article 5.
(2) A blank candidate ballot has not been filled in.
(3) There are more than two candidates.
(4) There is other writing besides the name of the candidate and his or her shareholder account or the name of the non-shareholder candidate and the ID card number.
(5) When a shareholder candidate's account number does not match the shareholder register or a non-shareholder candidate's ID card number does not match after verification.
(6) When the name of the selected candidate is the same as that of other shareholders but the shareholder account number is not filled in for identification.
(7) When the handwriting is illegible.
(8) Those who do not fill in the account name (name) or shareholder account number (identity card number) of the candidate.

  1. Ballots will be opened on site after voting, and the result of the ballot will be announced on site by the chair.

  2. For those elected as directors, the board of directors shall issue a notice of election.

  3. Matters left unspecified in these Procedures shall be handled in accordance with the Company Act, securities management laws and regulations, and the Company's Articles of Incorporation.

  4. These Procedures will be implemented after approval by the shareholders' meeting; the same applies to amendments.

82


Eastern Media International Corporation

Shareholding of Directors

| Job Title | Name of shareholders | Representative | Book closure date prior to the 2026 Shareholders’ Meeting
The number of shares held (2026.03.22) | |
| --- | --- | --- | --- | --- |
| | | | Shares | Percentage % |
| Chairman | Far Rich International Corporation | Liao, Shang-Wen | 14,093,744 | 4.307 |
| Director | Far Rich International Corporation | Kao, Kuei-Ting | 14,093,744 | 4.307 |
| Director | Ding-Fong Broadcasting Co., Ltd. | Tsai, Kao-Ming | 4,094,517 | 1.251 |
| Independent Director | Li, Kun-Chang | | 0 | 0.000 |
| Independent Director | Chen, Su-Chang | | 137 | 0.000 |
| Independent Director | Shih, Tien-Wei | | 5,695 | 0.002 |
| Independent Director | Lin, Tsalm-Hsiang | | 0 | 0.000 |
| Total shares held by all Directors (including Independent Director) | | | 18,194,093 | 5.559 |

Note: 1. Total issued shares of the Company: 327,264,946 shares
2. Minimum shareholding required of all directors as a whole (4% × 0.8): 10,472,478 shares

83


Explanation on the Operations for Accepting Shareholder Proposals for the Company's 2026 Annual Shareholders' Meeting:

  1. Pursuant to Article 172-1 of the Company Act, a shareholder holding 1% or more of the total issued shares of the Company may submit to the Company, in writing, a proposal for the annual shareholders' meeting, limited to one proposal only. The proposal shall not exceed 300 words; any proposal exceeding 300 words shall not be included in the agenda. The proposing shareholder shall attend the annual shareholders' meeting in person or by proxy and participate in the discussion of such proposal.

  2. The period for the Company to accept shareholder proposals for the 2026 Annual Shareholders' Meeting was from March 13, 2026 to March 23, 2026. During such period, no shareholder holding 1% or more of the Company's issued shares submitted any proposal to the Company.

84