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The objection opinion of independent director Lin, Jong-Horng on election item No.1 in the 1st meeting of the 26th board of directors.

  1. 1.Meeting date of the board of directors, audit committee or remuneration committee:2020/06/19
  2. 2.Contents of the resolution made by the board of directors, audit committee or remuneration committee (please enter ”board of directors”,”audit committee”or ”remuneration committee”):board of directors
  3. 3.Name and resume of independent director(s) or member(s) of the audit/remuneration committee that expressed an objection or reserved opinion: Lin, Jong-Horng (the independent director, CHB)
  4. 4.Motion(s) against which the objection or qualified opinion was expressed: The objection opinion on election item No.1 in the 1st meeting of the 26th board of directors.
  5. 5.Objection or reserved opinion by the aforementioned independent director(s) or member(s) of the audit/remuneration committee:
    【The objection opinion given by independent director Lin, Jong-Horng】
  6. The election item No.1 of the board of directors meeting, the election of managing directors, was voting under the concern of conflict with Paragraph 2 and 3, Article 9 of the Regulations Governing Qualification Requirements and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of Banks and the statement expressed that “… if a bank has managing director(s), then at least three persons shall meet the qualifications of natural-person professional directors” in the announcement of 2020 CHB annual shareholders’ meeting receiving the nomination of candidates for the 26th term of directors (including independent directors) announced on 2020/3/23. Therefore, the objection to the voting result was raised. Please record the objection in the meeting minutes.
  7. 6.Countermeasures:The bank has completely complied with the Company Act and the Regulations Governing Qualification Requirements and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of Banks.
  8. 7.Any other matters that need to be specified:
  9. (1)According to Paragraph 2 and 3, Article 9 of the Regulations Governing Qualification Requirements and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of Banks (hereinafter “Regulations”), a bank, if the total assets of the previous year as audited by a CPA have exceeded NT$ one trillion, shall have three of the directors that meet one of the qualifications set out in the Paragraph 1 of the article mentioned previously when the number of the bank’s directors is less than five persons. If the number of directors of a bank exceeds five, at least one more of the directors for each additional three directors shall meet one of the qualifications set out in the Paragraph 1 of the same article. If a bank has managing director(s), then at least three of the directors shall meet one of the qualifications set out in the Paragraph 1 of the same article. The number of a bank’s directors, who are not government, legal persons or representatives thereof, that meet the qualifications set out in Paragraph 1, shall comply with the preceding two Paragraphs. In other words, the provisions require a bank with 9 directors to have natural-person professional directors not less than 4 among all the directors, which does not mean that a bank with managing director(s) shall have 3 or more managing directors who are natural-person professional directors. Therefore, the voting result of election item No. 1 in the 1st meeting of the 26th board of directors fully complies with the Regulations.
  10. (2)In the “Section 4. Others” of the announcement of 2020 CHB annual shareholders’ meeting receiving the nomination of candidates for the 26th term of directors (including independent directors) announced on 2020/3/23 ,the bank simply stated Paragraph 2, Article 9 of the Regulations to shareholders. The meaning of the announcement is no different to the Regulations, which does not require managing directors to be 3 or more natural-person professional directors.