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.

• 2017.05.12
  Important Resolutions of the 4th term of 17th Directors’ Meeting：
  1. Approved the application for financing loan credit lines to all transacted banks.
  2. Approved the total amount of foreign endorsement guarantee of the Company and subsidiaries at the end of the first quarter of 2017.
  3. Approved the case submitted to the board of shareholders for agreement of the discharge of non-competition restriction of the directors of the Company.
  4. Approved the discharge of non-competition restriction of General Manager of the Company.
• 2017.03.16
  Important Resolutions of the 3rd term of 17th Directors’ Meeting：
  1. Approved the 2016 annual final statements.
  2. Approved the 2016 annual surplus appropriation statement.
  3. Approved the 2016 annual remuneration of employees and directors.
  4. Approved the holding venue and relevant matters of the 2017 Regular Shareholders` Meeting.
  5. Approved the 2016 annual internal control system statement.
  6. Approved the revision of part of clauses of the [Procedures for Acquisition and Disposal of Assets].
  7. Approved the revision of part of clauses of the [Procedures for Affairs of Interested Parties].
  8. Approved the revision of part of clauses of the [Procedures for Engagement in Derivative Transactions].
  9. Approved the revision of part of clauses of the [Procedures for Enterprise Merger, Splits, Acquisition or Share Acceptance].
  10. Approved the application for financing loan credit lines to all transacted banks.
  11. Approved the appointment of co-drawer for the application case for financing loan credit lines to all banks transacted with subsidiaries.
  12. Approved the acceptance case of total amount of foreign endorsement guarantee of the Company and subsidiaries at the end of the 4th quarter of 2016.
  13. Approved the change of the spokesman of the Company.
  14. Approved the personnel transfer organization of the Company.
• 2016.11.11
  Important Resolutions of the 2nd term of 17th Directors’ Meeting：
  1. Approved the foreign endorsement guarantee circumstances of the Company and subsidiaries at the end of the second quarter of 2016.
  2. Approved the application for financing loan credit lines to all transacted banks.
  3. Approved the appointment of co-drawer for the application case for financing loan credit lines to all banks transacted with subsidiaries.
  4. Approved the appointment of managers of affiliated branches.
• 2016.08.12
  Important Resolutions of the 1st term of 17th Directors’ Meeting：
  1. Approved the foreign endorsement guarantee circumstances of the Company and subsidiaries at the end of the second quarter of 2016.
  2. Approved the application for financing loan credit lines to all transacted banks.
  3. Approved the appointment of co-drawer for the application case for financing loan credit lines to all banks transacted with subsidiaries.
  4. Approved the appointment of managers of affiliated branches.
• 2016.06.24
  Important Resolutions of the 1st Temporary of 17th Directors’ Meeting：
  1. Election of the 17th Chairman of the Company.
  2. Approved the revision of part of clauses of the [Rules of Procedure for the Board of Directors] of the Company so as to meet the requirements of the Audit Committee set by the Company
  3. Approved the formulation of the [Organization Procedures of the Audit Committee] of the Company.
  4. Approved the appointment of the members of the first [Audit Committee] of the Company.
  5. Approved the revision of part of clauses of the [Organization Procedures of Remuneration Committee] of the Company.
  6. Approved the appointment of the members of the third [Remuneration Committee] of the Company.