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The notice of motion 16 of the 28th meeting of the 24th board of directors that Jung-Chun Pan (independent director) has expressed objection.

  1. 1.Meeting date of the board of directors or the audit committee or the compensation committee:2017/03/23
  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.Name and resume of the independent director or the member that expressed objection or reservation: Mr. Jung-Chun Pan (the independent director of CHB) 
  4. 4.Contents of objection or reservation to the resolutions: The motion of electing 25th term directors (including independent directors). 
  5. 5.Contents of the objection or reservation: 
  6. 【The dissenting opinion of the commencement and end of the term of 25th board of directors】 
  7. (1)The company conducting business shall abide by articles of incorporation,laws and the intention of shareholders’ meetings. According to paragraph2, Article 18 of the bank’s articles of incorporation: “The term of 24th board of directors is 2 years and 7 months. Since 25th board of directors, the term of board of directors is 3 years. And the current director can be candidate for re-election.” Referring to the motion of election of 24th board of directors in 2014 1st provisional shareholders’ meeting, “The term of the 24th board of directors shall be from 2014/12/9 to 2017/7/8” was recorded in resolution, thus, the bank conducting business shall abide by articles of incorporation and the resolution of shareholders’ meetings as mentioned above. 
  8. (2)Once the 25th board of directors takes office from 2017/6/16 it means that the 24th board of directors will be dismissed early. It is not only a breach of the articles of incorporation and the intentions of the shareholders’ meetings, but also is harmful to the rights of directors. 
  9. (3)I express my objection and dissenting opinion regarding the commencement and end of the term of 25th board of directors, please note the objection part of this motion in the meeting minutes and announce according to the requirements of the law.6. 
  10. 6.Countermeasures:The bank has completely complied with the Company Act and the resolution of 2014 1st provisional shareholders' meeting. 
  11. 7.Any other matters that need to be specified: 
  12. THE RESPONSE OF CHB (the bank) AS FOLLOWS： 
  13. (1)Because the former chairman (a delegate of Taishin Financial Holding Co., Ltd) not holding the 2014 1st provisional shareholders’ meeting within the statutory period, as a result, the ending date of the 24th board of directors will be later than the scheduled date of 2017 annual shareholders’ meeting. This is against the meaning of the bank’s articles of incorporation amended by shareholders, who intended to make the term of directors and the scheduled date of 2017 annual shareholders’ meeting coinciding with each other. 
  14. (2)Therefore, the board of directors of the bank resolves that the 25th board of directors will be elected at the 2017 annual shareholders’ meeting and take office immediately, according to the meaning and intentions of paragraph 2, Article 18, of the bank’s articles of incorporation, which is amended by all shareholders. The bank has completely complied with the Company Act and the resolution of 2014 1st provisional shareholders’ meeting, and it does not harm the rights of directors. 
  15. On this discussion, the resolution of 28th meeting of the 24th board of directors as follows：”All directors adopt the motion except for managing director Mr. Julius Chen, independent director Mr. Jung-Chun Pan, director Mr. Cheng Ching Wu.”
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