Chung Hwa Pulp

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 19th Board of Directors of the company currently has 7 Directors (including 3 Independent Directors), with the term of office from June 17, 2022, to June 16, 2025.

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

The Company adopts a nomination system for directors. The Board of Directors consists of 7 directors, including 4 directors and 3 independent directors. The Board members have experience as the company's senior managers, university professors, directors of listed companies and managers of well-known multinational companies, etc., across professional fields such as business marketing, financial management, strategic investment, papermaking and material innovation and R&D, and energy management, etc. Presently, 2/7 of the executive directors are also the Company’s managers, and the age group is between 40 and 75 years old.

Background Information of the Board：

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.

• 2024.03.11
  Important resolutions of the 9th meeting of the 19th Board of Directors on March 11, 2024 (abstract)：
  

  1. Approved the 2023 financial statements.

  2. Approved the loss appropriation for 2023.

  3. Approved the 2023 remuneration to the employees and Directors.

  4. Approved the 2023 Statement on Internal Control.

  5. Approved the amendments to the Rules and Procedures for Board of Directors Meetings.

  6. Approved the amendments to the Audit Committee Organizational Rules.

  7. Approved the location and other relevant matters regarding the 2024 shareholders’ meeting.

  8. Approved the replacement of former CPAs with CPAs Hsiu-Ming Hsu and Hui-Ming Huang.

  9. Approved the Company's interbank lending credit line application.

  10. Approved the Company to be the joint promissory note maker of subsidiaries’ interbank lending credit line applications.

  11. Approved the total amount of guarantees for endorsements for external parties by the Company and its subsidiaries as of the fourth quarter of 2023.

• 2023.11.13
  Important resolutions of the 8th meeting of the 19th Board of Directors on November 13, 2023 (abstract)：
  

  1. Approved the Company's 2023 Q3 financial statements.

  2. Approved the Company's 2024 annual operational budget.

  3. Approved the Company's 2024 audit plan.

  4. Approved the establishment of the Company’s “Sustainable Development Committee Charter.”

  5. Approved the consecutive appointment of Shu Wan Lin and Hui-Ming Huang of Deloitte Taiwan as the Company’s CPAs for 2023 to 2025 and their

  85 remuneration proposal.

  6. Approved the Company's interbank lending credit line application.

  7. Approved the Company to be the joint promissory note maker of subsidiaries’ interbank lending credit line applications.

  8. Approved the total amount of guarantees for endorsements for external parties by the Company and its subsidiaries as of the third quarter of 2023.

  9. Approved the adjustment of the Company's organizational structure and the change of the Company’s managers.

  10. Approved the change of the business address for the Company's Tainan branch.

• 2023.08.11
  Important resolutions of the 7th meeting of the 19th Board of Directors on August 11, 2023 (abstract)：
  

  1. Approved the Company’s 2023 Q2 financial statements.

  2. Approved the formulation of the Company’s “Rules Governing Financial and Business Matters Between the Company and its Related Parties.”

  3. Approved the Company's interbank lending credit line application.

  4. Approved the Company to be the joint promissory note maker of subsidiaries’ interbank lending credit line applications.

  5. Approved the total amount of guarantees for endorsements for external parties by the Company and its subsidiaries as of the second quarter of 2023.

• 2023.05.12
  Important resolutions of the 6th meeting of the 19th Board of Directors on May 12, 2023 (abstract)：
  

  1. Approved the Company’s 2023 Q1 financial statements.

  2. Approved the formulation of the Company's “Cyber Security Management Guidelines.”

  3. Approved a resolution to finance CHP's existing loans from banks and replenish the medium-term operational budget as well as improve CHP's capital structure via a five-year syndicated loan with Bank of Taiwan, First Bank and Hua Nan Bank as lead banks.

  4. Approved the Company's interbank lending credit line application.

  5. Approved the total amount of guarantees for endorsements for external parties by the Company and its subsidiaries as of the first quarter of 2023.

• 2023.03.15
  Important resolutions of the 5th meeting of the 19th Board of Directors on March 15, 2023 (abstract)：
  

  1. Approved the 2022 financial statements.
  

  2. Approved the 2022 earnings distribution proposal.
  

  3. Approved the 2022 remuneration to the employees and Directors.
  

  4. Approved the 2022 Statement on Internal Control.
  

  5. Approved the location and other relevant matters regarding the 2023 shareholders’ meeting.
  

  6. Approved the formulation of the pre-approval policy of non-assurance services provided by the accounting firm.
  

  7. Approved the establishment of the Company's Sustainability Report Compilation and Verification Procedures.
  

  8. Approved the Company's interbank lending credit line application.
  

  9. Approved the Company to be the joint promissory note maker of subsidiaries’ interbank lending credit line applications.
  

  10. Approved the acknowledgment of the total amount of guarantees for endorsements for external parties by the Company and its subsidiaries as of the fourth quarter of 2022.
  

  11. Approved the change of the Company’s Chief Information Security Officer.
  

  12. Approved the change of the manager of the Company's Tainan branch.

• 2022.11.30
  Important resolutions of the 4th (interim) meeting of the 19th Board of Directors on November 30, 2022 (abstract)：
  

  1. Approved the change of the Company’s Chief Information Security Officer.
  

• 2022.11.11
  Important resolutions of the 3rd meeting of the 19th Board of Directors on November 11, 2022 (abstract)：
  

  1. Approved the Company's 2022 Q3 financial statements.
  

  2. Approved the Company's 2023 annual operational budget.
  

  3. Approved the Company's 2023 audit plan.
  

  4. Approved the amendments to the Company's Rules and Procedures for Board of Directors Meetings.
  

  5. Approved the establishment of the Company's Procedures for Handling Material Inside Information.
  

  6. Approved the amendments to the Company’s Procedures for Insider Trading Prevention.
  

  7. Approved the establishment of a Chief Information Security Officer and unit dedicated to cyber security.
  

  8. Approved the Company's interbank lending credit line application.
  

  9. Approved the Company to be the joint promissory note maker of subsidiaries’ interbank lending credit line applications.
  

  10. Approved the total amount of guarantees for endorsements for external parties by the Company and its subsidiaries as of the third quarter of 2022.

• 2022.08.12
  Important resolutions of the 2nd meeting of the 19th Board of Directors on August 12, 2022 (abstract)：
  

  1. Approved the Company’s 2022 Q2 financial statements.
  

  2. Approved the lease of the Company’s vacant land in Toayuan Guanyin to E-Ink Holdings Inc to increase rental income.
  

  3. Approved a five-year syndicated loan of NT$5 billion with Bank of Taiwan and Taipei Fubon Bank as the lead banks to support capital expenditures related to green investment plans, green materials procurement, and replenish the medium-term operational budget.
  

  4. Approved the Company's interbank lending credit line application.
  

  5. Approved the Company to be the joint promissory note maker of subsidiaries’ interbank lending credit line applications.
  

  6. Approved the total amount of guarantees for endorsements for external parties by the Company and its subsidiaries as of the second quarter of 2022.

• 2022.06.17
  Important resolutions of the 1st (interim) meeting of the 19th Board of Directors on June 17, 2022 (abstract)：
  

  1. Election of the Company's 19th Chairman.
  

  2. Approved a resolution to appoint the Company’s 3rd Audit Committee
  members.
  

  3. Approved a resolution to appoint the Company’s 5th Remuneration
  Committee members.
  

  4. Approved the signing of an industry-academia cooperation and academic
  feedback mechanism contract with the National Chung Hsing University.

• 2022.05.13
  Important resolutions of the 18th meeting of the 18th Board of Directors on May 13, 2022 (abstract)：
  

  1. Approved the Company’s 2022 Q1 financial statements.
  

  2. Approved the Company's interbank lending credit line application.
  

  3. Approved the total amount of guarantees for endorsements for external parties by the Company and its subsidiaries as of the first quarter of 2022.

• 2022.04.17
  Important resolutions of the 17th (interim) meeting of the 18th Board of Directors on April 26, 2022 (abstract):：
  

  1. Approved the submission of the list of the Director and Independent Director candidates for the 19th term to the shareholders' meeting.

• 2022.03.15
  Important resolutions of the 16th meeting of the 18th Board of Directors (abstract)：
  1. Approved the 2021 financial statements.
  2. Approved the 2021 earnings distribution proposal.
  3. Approved the 2021 remuneration to the employees and Directors.
  4. Approved the 2021 Statement on Internal Control.
  5. Approved the amendments to the Company's internal control system.
  6. Approved the amendments to the Company's Articles of Incorporation and
  submitted them to the shareholders’ meeting for discussion.
  7. Approved the amendments to the Company's Shareholders' Meeting Policy
  and submitted them to the shareholders’ meeting for discussion.
  8. Approved the amendments to the Company’s Asset Acquisition and Disposal
  Procedure and submitted them to the shareholders’ meeting for discussion.
  9. Approved the amendments to the Company's Procedure for Transactions with
  Related Parties and submitted them to the shareholders’ meeting for
  discussion.
  10. Approved the location and other relevant matters regarding the 2022
  shareholders’ meeting.
  11. Approved the resolution to elect the 19th Board of Directors and
  Independent Directors during the 2022 shareholders’ meeting.
  12. Approved the proposal to the shareholders’ meeting to remove the
  non-competition restriction for the new Directors and the institutional entities
  they represent.
  13. Approved the interbank lending credit line application.
  14. Approved the Company to be the joint promissory note maker of
  subsidiaries’ interbank lending credit line applications.
  15. Approved the acknowledgment of the total amount of guarantees for
  endorsements for external parties by the Company and its subsidiaries as of the
  fourth quarter of 2021.