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The dissent opinion of independent director Mr. Jung-Chun Pan on discussion 13 in the 17 th Meeting of the 24 th Board of Directors.

  1. 1.Meeting date of the board of directors or the audit committee or the compensation committee:2016/03/17 
  2. 2.Contents of the resolution made by the board of directors or the audit committee or the compensation committee (please enter〝board〞or ”audit committee ”or 〝 compensation committee 〞):board of directors 
  3. 3.Cause of occurrence:In coordination the need of development of Bank business and the amendment of some of the relevant regulation, to amend some of the articles of incorporation for board of directors to vote. 
  4. 4.Name and resume of the independent director or the member that expressed objection or reservation:Jung-Chun Pan 
  5. 5.Contents of the objection or reservation:
  6. 【The dissent opinion of independent director Mr. Jung-Chun Pan on discussion 13 in the 17 th Meeting of the 24 th Board of Directors.】 
  7. In accordance with the Company Act, any modification or alteration in the articles of incorporation of a company shall be resolved by the shareholders' meetings, upon a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares, and shall not be brought up as extemporary motions. Thus, this issue should be deemed as “material matter”. Otherwise, under article 13 of the Key Points for the Management and Disposal Of Government-owned Shareholding, modification or alteration in the articles of incorporation is stipulated as the most important issue and shall be submitted to the authority of government-owned shareholding. Accordingly, in my opinion, it would be more appropriate that, pursuant to subsection 11, paragraph 1, article 6 of the bank's Audit Committee Charter, any modification or alteration in the articles of incorporation shall be submitted to the Audit Committee in advance. I have raised the issue herein in the 16th Meeting of the 24th Audit Committee, even though Legal Affairs and Compliance Division has consulted with other financial institutions on their current practices and provided the results to the members of the Audit Committee for reference, I would like to express my opinion above here again. 
  8. 6.Countermeasures:The management divisions have offered a detailed explanation on the legality of submitting procedure to director Mr. Jung-Chun Pan in the meeting of Board of Directors. 
  9. 7.Any other matters that need to be specified: 
  10. THE RESPONSE OF CHB (the bank) AS FOLLOWS： 
  11. (1)The authorities of the Audit Committee stipulated in paragraph 1, article 6 of the CHB Audit Committee Charter are totally drawn up in accordance with paragraph 1, article 14-5 of the Securities and Exchange Act. The clause, “Any other material matter so required by the company or the competent authority.” stipulated in subsection 11 of this article is a general regulation. Any matter, in the event not regulated by subsection 1 to 10 of this article, shall be deemed as “material matter” by the company (the bank) or the competent authority if so recognized and submitted to audit committee in advance pursuant to article 14-5 of the Securities and Exchange Act. Since the bank or the competent authority has not drawn up that the motion of modification or alteration in the articles of the incorporation should be submitted to the Audit Committee, thereby it is nothing to do with the subsection 11, paragraph 1, article 14-5 of the Securities and Exchange Act. Accordingly, the “material matter” should not be identified subjectively, and should instead be decided by the regulation of the competent authority or the bank. 
  12. (2)The bank also consulted with other financial institutions which had established the audit committees on their modification or alteration in the articles of incorporation for raising authorized capital recently. The responses are that the motion of modification or alteration in the articles of incorporation is not regulated as “material matter”, therefore they had not submitted the motion to the meeting of the audit committee before the meeting of the board of directors. 
  13. (3)The matter of discussion 13 on modification or alteration in the articles of incorporation was in fact “the content of the motion” rather than “the submitting procedure of the motion”. In addition, it has been fully clarified there is no legal doubt on the submitting procedure. Moreover, independent director Mr. Jung-Chun Pan did have cast his vote for this discussion, so that the submitting procedure of discussion 13 is appropriately resolved. The bank announced the objection opinion of independent director Mr. Jung-Chun Pan in accordance with regulations on 18th March, 2016. All requirements of legal compliance have been duly met. 
  14. (4)The submitting procedure of the modification or alteration in the articles of incorporation involves the Securities and Exchange Act and other related regulations. Therefore, the bank will consult formally with the competent authority in writing. Out of respect for the independent directors’authority, the bank hereby announces as above.
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