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.

• 2021.02.26
  Summary of Important Resolutions of the 10th meeting of the 18th Board of Directors：
  1.Approved the 2020 financial statements.
  2.Approved the loss appropriation for 2020.
  3.Approved the 2020 remuneration to the employees and Directors.
  4.Approved the 2020 Statement on Internal Control.
  5.Approved the amendments to the Company`s Articles of Incorporation and submitted them to the shareholders` meeting for discussion.
  6.Approved the amendments to the Company`s Procedures for Extending Loans to Others and submitted them to the shareholders` meeting for discussion.
  7.Approved the amendments to the Company`s Procedures for Endorsements and Guarantees and submitted them to the shareholders` meeting for discussion.
  8.Approved the amendments to the Company`s Remuneration Committee Charter.
  9.Approved the location and other relevant matters regarding the 2021 shareholders` meeting.
  10.Approved the interbank lending credit line application.
  11.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 2020.
  12.Approved the adjustment of the Company`s organizational structure.
  13.Approved the change of the manager of the Company`s Taichung branch.
• 2020.12.29
  Summary of Important Resolutions of the 9th meeting of the 18th Board of Directors：
  1.Approved the 2021 operating budget.
  2.Approved the interbank lending credit line application.
• 2020.11.12
  Summary of Important Resolutions of the 8th meeting of the 18th Board of Directors：
  1.Approved the 2021 audit plan.
  2.Approved the consecutive appointment of Shu Wan Lin and Hsiu-Ming Hsu of Deloitte Taiwan as the Company`s CPAs
  for 2020 to 2022 and their renumeration proposal.
  3.Approved the amendments to the Company`s Board of Directors Performance Evaluation Guidelines.
  4.Approved the 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 third quarter of 2020.
  7.Approved that the Company`s Chairman Kirk Hwang will not hold the CEO position concurrently.
• 2020.10.23
  Summary of Important Resolutions of the 7th (interim) meeting of the 18th Board of Directors：
  1.Approved the Company`s purchase of Toayuan Guanyin industrial zone mill.
• 2020.08.13
  Summary of Important Resolutions of the 6th meeting of the 18th Board of Directors：
  1.Approved the amendments to the Company`s Procedures for Repurchase of Shares and Transfer to Employees.
  2.Approved the interbank lending credit line application.
  3.Approved the Company to be the joint promissory note maker of subsidiaries` interbank lending credit line applications.
  4.Approved the acknowledgment of the total amount of guarantees for endorsements for external parties by the Company and its subsidiaries as of the second quarter of 2020.
• 2020.05.14
  Summary of Important Resolutions of the 5th meeting of the 18th Board of Directors：
  1.Approved the amendments to the Company`s Procedures for Repurchase of Shares and Transfer to Employees.
  2.Approved the Company`s third repurchase of shares to transfer to employees.
  3.Approved the addition of reporting the amendments to the 2020 Procedures for Repurchase of Shares and Transfer to Employees and resolution of the Company`s Board of Directors to repurchase the Company`s shares to the shareholders` meeting.
  4.Approved the 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 2020.
  7.Approved the change of the Corporate Governance Manager.
• 2020.03.23
  Summary of Important Resolutions of the 4th meeting of the 18th Board of Directors：
  1. Approved the 2019 financial statements.
  2. Approved the loss appropriation for 2019.
  3. Approved the 2019 remuneration to the employees and Directors.
  4. Approved the 2019 Statement of Internal Control System.
  5. Approved the amendments to the Company`s Articles of Incorporation and submitted them to the shareholders` meeting for discussion.
  6. Approved the amendments to the Company`s Rules and Procedures for Board of Directors Meetings.
  7. Approved the amendments to the Company` Audit Committee Organizational Rules.
  8. Approved the amendments to the Company`s Shareholders' Meeting Policy and submitted them to the shareholders` meeting for discussion.
  9. Approved the location and other relevant matters regarding the 2020 shareholders` meeting.
  10. Approved the interbank lending credit line application.
  11. Approved the total amount of guarantees for endorsements for external parties by the Company and its subsidiaries as of the fourth quarter of 2019.
• 2019.11.13
  Summary of Important Resolutions of the 3rd meeting of the 18th Board of Directors：
  1. Approved the 2020 operating budget.
  2. Approved the 2020 audit plan.
  3. Approved the establishment of the Company's Board of Directors Performance Evaluation Guidelines.
  4. Approved the establishment of the Company's Ethical Corporate Management Guidelines.
  5. Approved the organization of the 5-year syndicated loan.
  6. Approved the 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 2019.
• 2019.08.13
  Important Resolutions of the 2nd term of 18th Directors’ Meeting：：
  1. Approved the amendments to the Rules and Procedures for Board of Directors Meetings.
  2. Approved the amendments to the Audit Committee Organizational Rules.
  3. Approved the interbank lending credit line application.
  4. Approved the total amount of guarantees for endorsements for external parties by the Company and its subsidiaries as of the second quarter of 2019.
• 2019.06.21
  Important Resolutions of the 1st(interim) term of 18th Directors’ Meeting：：
  1. Elected the 18th Chairman.
  2. Approved a resolution to appoint the second group of Audit Committee members.
  3. Approved a resolution to appoint the fourth group of Remuneration Committee members.
• 2019.05.14
  Summary of Important Resolutions of the 13th meeting of the 17th Board of Directors：
  1. Approved a resolution to add articles to the Company`s internal control system.
  2. Approved the interbank lending credit line application.
  3. Approved the Company to be the joint promissory note maker of subsidiaries` interbank lending credit line applications.
  4. Approved the acknowledgment of the total amount of guarantees for endorsements for external parties by the Company and its subsidiaries as if the first quarter of 2019.
  5. Approved the establishment of a Corporate Governance Manager.
  6. Approved the establishment of the Company policy Standard Procedures for Handling Directors' Requests.
• 2019.03.21
  Important Resolutions of the 12th term of 17th Directors’ Meeting：
  1. Approved the 2018 Financial Statements.
  2. Approved the distribution of 2018 earnings.
  3. Approved the 2018 employees compensation and Directors remuneration.
  4. Approved the 2018 Internal Control System Statement.
  5. Approved the amendment to certain articles of the Company`s Articles of Incorporation and reported to the Shareholders Meeting for discussion.
  6. Approved the amendment to certain articles of the Company`s Procedures for Acquisition and Disposal of Assets" and reported to the Shareholders` Meeting for discussion.
  7. Approved the amendment to certain articles of the Company`s Procedures for Transactions with Related Parties and submitted to the Shareholders` Meeting for discussion.
  8. Approved the amendment to certain articles of the Company`s Procedure for Engaging in Derivatives Trading and reported to the Shareholders` Meeting for discussion.
  9. Approved the amendment to certain articles of the Company`s Operational Procedures for Lending Funds to Others and reported to the Shareholders` Meeting for discussion.
  10. Approved the amendment to certain articles of the Company`s Operational Procedures for Making of Endorsement/ Guarantees and reported to the Shareholders` Meeting for discussion.
  11. Approved the proposal for electing the 18th Board of Directors and Independent Directors at the 2019 Annual General Meeting.
  12. Approved the submission of the list of candidates for the 18th Board of Directors and Independent Directors.
  13. Approved the submission of the proposal to lift the non-competition clause for newly appointed Directors and the judicial persons they represent to the Shareholders` Meeting.
  14. Approved the location and relevant matters of the 2019 Annual General Shareholders` Meeting.
  15. Approved the loan amount for bank transactions.
  16. Approved the proposal for acting as the joint drawer for the subsidiaries` loan applications.
  17. Approved the total amount of endorsements/guarantees made by the Company and its subsidiaries as of the fourth quarter of 2018.
  18. Approved the appointment of Mr. Yi Lee as a member of the Remuneration Committee.