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.

• 2026.03.13
  Important resolutions of the 4rd meeting of the 20th Board of Directors on March 13, 2026 (abstract):：
  

  1. Approved the 2025 financial statements.

  2. Approved the 2025 loss appropriation plan.

  3. Approved the 2025 employee and Directors remuneration.

  4. Approved the 2025 Statement on Internal Control.

  5. Approved compliance with CPA independence and competence requirements after an evaluation, as required by the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

  6.Approved the location for and other relevant matters regarding the 2026 shareholders’ meeting.

  7.Approved amendment to some text of the Company’s internal control systems concerning the Payroll Cycle.
  

  8.Approved the lease of part of the vacant land and facilities of the process wastewater system at the Company’s Taitung Mill to San Ying Enterprise Co., Ltd. for the “Construction and Operation of New Anaerobic System” project.

  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 provided by the Company and our subsidiaries as of the fourth quarter of 2025.

  
  
• 2025.11.13
  Important resolutions of the 3rd meeting of the 20th Board of Directors on November 13, 2025 (abstract):：
  

  1. Approved the Company's 2025 Q3 financial statements.

  2. Approved the Company’s 2026 annual operational budget.

  3. Approved the Company's 2026 audit plan.

  4. Approved amendment to the Company’s Sustainability Report Compilation and Verification Procedures.

  5. Approved amendment to parts of the Company’s internal control systems concerning the Payroll Cycle.

  6. Approved sale of all land parcel numbers owned by the Company in Section 5, Lot 18-7 of the Guanyin Industrial Park in Taoyuan City and some land parcel numbers in lot 18-3 to E Ink Holdings Inc., in order to accelerate the revitalization of the Company’s assets and enhance the Company’s financial structure.

  7. Approved the Company’s signing of the Termination of Land Lease Agreement with E Ink Holdings Inc.

  8. Approved the lease of part of the Company’s vacant land and facilities located in Section 5, Lot 18-3 of the Taoyuan Guanyin Industrial District to E Ink Holdings Inc. to increase the Company's rental income.

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

  10. Approved the total amount of guarantees for endorsements for external parties provided by the Company and our subsidiaries as of the third quarter of 2025.    

  
  
• 2025.08.13
  Important resolutions of the 2nd meeting of the 20th Board of Directors on August 13, 2025 (abstract):：
  

  1. Approved the Company’s 2025 Q2 financial statements.

  2. Approved the 2024 Sustainability Report prepared by the Company.

  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 provided by the Company and our subsidiaries as of the second quarter of 2025.

  
  
• 2025.06.17
  Important resolutions of the 1st (interim) meeting of the 20th Board of Directors on June 17, 2025 (abstract):：
  

  1. Election of the Company's 20th Chairperson.

  2. Approved a resolution to appoint the Company’s 4th Audit Committee members.

  3. Approved a resolution to appoint the Company’s 6th Remuneration Committee members.

  4. Approved a resolution to appoint the Company’s 2nd ESG Committee members

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

  6. Approved the signing of an industry-academia cooperation and academic feedback mechanism contract with the National Cheng Kung University.

  
  
• 2025.05.14
  Important resolutions of the 16th meeting of the 19th Board of Directors on May 14, 2025 (abstract):：
  

  1. Approved the Company’s 2025 Q1 financial statements.

  2.Approved the replacement of the Company’s former CPAs with CPAs Shiow-Ming Shue and Shu-Chuan Yeh.

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

  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 acknowledgment of the total amount of guarantees for endorsements for external parties by the Company and its subsidiaries as of the first quarter of 2025.

  
  
• 2025.04.28
  Important resolutions of the 15th (interim) meeting of the 19th Board of Directors on April 28, 2025 (abstract):：
  

  1. Approved the list of Director and Independent Director candidates for the 20th Board of Directors submitted by the Board of Directors to the Company.
  

• 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.