In accordance with the stipulations of the Articles of Incorporation of the Company, the Company sets seven to eleven directors, and the Board of Directors shall determine the final number approved by the Shareholder`s Meeting, and according to the candidate nomination system, the board of shareholders shall elect and appoint the directors in the list of director candidates in accordance with Article 198 of the Company Law, and the Directors shall have a term of office of three years and be eligible for re-election. Among the directors, the number of Independent Directors shall be more than three, and shall not be less than one-fifth of the seats of board of directors. The professional qualification, shareholding, and part-time or adjunct restriction, affirmation of independence, nomination and election and appointment procedure of independent directors and other matters to be followed in accordance with the relevant provisions of the securities authority.The 18th Board of Directors of the company currently has 9 Directors (including 3 Independent Directors), with the term of office from June 21, 2019, to June 20, 2022.

The rules and responsibilities of the Board of Directors are as follows:
I.
Operation plan of the Company.
II.
Approve of annual financial reports.
III.
Formulation or revision of the Internal Control System as specified in Article 14.1 of the Securities Exchange Law (hereinafter referred to as the Securities Law).
IV.
The guiding procedures of major commercial related activities are formulation or revision according to Article 36.1 of the Securities Law, including acquisition or disposal of assets, engagement in derivative commodity transactions, capital lending to others, endorsement for others or provision of guarantee for others.
V.
Raising, issuance or private placement of equity security.
VI.
Appointment and dismissal of financial officers, accountants or internal audit executives.
VII.
Donation to interested parties or major donation to non-interested parties. However, the public welfare donations for emergency relief of major natural disasters shall be ratified at the next Board of Directors` Meeting.
VIII.
Matters that shall be handled by the Resolution of Shareholders` Meetings, resolution of Board of Directors` Meetings or order or decrees by authority of related government bodies in accordance with Article 14.3 of the Securities Law
Background Information of the Board:

Data of members of the board of directors: Name Education background Experience Initial election and appointment date Note
Chairman Kirk Hwang Ph.D. of Chemistry & Material Science, University of Wisconsin President of Chung Hwa Pulp Corporation 2011.07.01
Director S. C. Ho Master of Mechanical Engineering, University of Wisconsin Director of YFY Inc. 1977.03.15 Director S. C. Ho was elected on Mar.15.1977 at first time.
Director Felix Ho MBA, Massachusetts Institute of Technology Sloan School Chairman of YFY Inc. 2017.03.16
Director Chih-Cheng Huang Bachelor of Chemical Engineering, Tamkang University General Manager of Chung Hwa Pulp Corporation 2010.06.14
Director Guu-Fong Lin MBA Executive program, National Taipei University Chief Financial Officer of Chung Hwa Pulp Corporation 2007.12.12
Director Ray Chen Master of School of Forestry, National Taiwan University Deputy General Manager of Chung Hwa Pulp Corporation 2016.06.24
Independent director Donald Chang Bachelor of Chemical Engineering, Chinese Culture University CEO of 3M Greater China Region 2016.06.24
Independent director Shih-Lai Lu Ph.D. of Chemistry, Iowa State University Professor of Tsinghua University and Chief Scientist of 3M Asia Pacific 2016.06.24
Independent Director Yi Lee MBA, University of San Francisco Chairman, E & E Recycling Development Inc. 2019.06.21

Directors’ Meetings are held at least once every quarter. Please refer to the annual reports of the Company in each year for holding circumstances of directors’ meetings and attendance of each committee member.

Articles of Incorporation

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Rules of Board Meetings

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Procedures for Election of Directors

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