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Announcement of address concerning the 1st meeting of the 25th board of directors by Mr.Jung-Chun Pan (independent director).

  1. 1.Meeting date of the board of directors or the audit committee or the compensation committee:2017/06/16 
  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 address on bank’s 1st meeting of the 25th board of directors. 
  5. 5.Contents of the objection or reservation: 
  6. 【The address of independent director Mr. Jung-Chun Pan】 
  7. (1)The convention of this meeting of the board of directors violated the Article 204 of Company Act: The convention of this meeting of the board of directors was not abide by Article 204 of Company Act, which requests a notice setting forth therein the subject(s) to be discussed no later than 7 days prior to the scheduled meeting date. And the routine business of the bank is conducted by current president according to the laws, the term of office of the 24th term of directors shall be expired on July 8, 2017 and succeeded fluently. However, the meeting of the board of directors on Mar 23, 2017 was against the bank’s articles of incorporation and the resolution of the 2014 interim meeting of shareholders, the 25th term of directors take office ahead of schedule, causing the term of former directors was shortened. This meeting was convened by the occasion of emergency to elect the chairman, it seems like evading the procedure provided in Article 204 of Company Act. 
  8. (2)The legal validity of the convention of this meeting of the board of directors is doubtful: According to Article 203 of Company Act, the first meeting of each term of the board of directors which shall be convened by the director who received a ballot representing the largest number of votes at the election of directors. However, there are legal disputes on the 2017 annual meeting of shareholders, and the legality of operation related is doubtful. Therefore, the votes-getting of the convener of this board of directors and the legality of the convention of this meeting of the board of directors are all doubtful. 
  9. (3)I raise an objection to the convening procedure of this meeting of the board of directors. 
  10. (4)Please announce to the public within the time limited in accordance to the laws. 
  11. 6.Countermeasures: The bank has completely complied with the Company Act.
  12. 7.Any other matters that need to be specified: 
  13. THE RESPONSE OF CHB (the bank) AS FOLLOWS: 
  14. (1) The bank’s 2017 annual meeting of shareholders was convened legally according to the resolution adopted by all members of board of directors (including delegates of Taishin Financial Holding Co., Ltd., “TSFHC” ), and the bank’s chairman was appointed as the chairman of the meeting pursuant to Article 182-1 of Company Act. Thus, the procedure for convening the meeting and the method of adopting resolutions are legal and valid, without any “legal disputes on the 2017 annual meeting of shareholders” which said by independent director, Mr. Jung-Chun Pan. He might indicate the issue on shareholders voting rights exercising between TSFHC and Ministry of Finance (“MOF”). However, the case is already pending with a court, and it shall not be binding on whole (190,049) shareholders of the bank. 
  15. (2) In addition, because the former chairman (a delegate of TSFHC) did not hold the 2014 1st interim meeting of shareholders within the statutory period, causing the ending date of the 24th board of directors will inevitably be later than the scheduled date of 2017 annual meeting of shareholders. This is against the meaning of Paragraph 2, Article 18 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 meeting of shareholders coinciding with each other. Therefore, the bank’s board resolved that the 25th term of directors shall be elected at the 2017 annual meeting of shareholders and the term of directors (including independent directors) shall be commencing from June 16, 2017 to June 15, 2020. As a result of the shareholders present up to 95.755% (including voting by electronic transmission, same hereunder) participated in the Election Item No.4 “Election of the 25th term of the bank’s directors (including independent directors)”. The shareholders not only elected 6 general directors (2 delegates of MOF, 1 delegate of Executive Yuan National Development Fund, 1 delegate of Lee Investment Co., Ltd. and 2 delegates of TSFHC) and 3 independent directors, but also agreed with the commencement date and expiration date of their term of office, as provided in handbook. In consequence, the term of office of the 25th term of the bank’s directors is completely complying with Article 199-1 of Company Act. There is no any breach. 
  16. (3) Furthermore, according to the proviso of Paragraph 1 and Paragraph 2, Article 203 of Company Act, the 1st meeting of each term of the board of directors shall be convened within 15 days after the re-election, and it shall be convened by the director who received a ballot representing the largest number of votes at the election of directors. Based on 95.755% shareholders present participating in the election motion, the number of votes that Mr. Ming-Daw Chang received is the largest (8,099,935,069) among all the directors. Thus, Mr. Ming-Daw Chang convened the 1st meeting of the 25th board of directors legitimately. 
  17. (4) The bank’s 9 directors (including independent directors) have been informed legally by convener and all have attended the 1st meeting of 25th board of directors. Moreover, the independent director, Mr. Jung-Chun Pan, has also cast a vote on the Election Item No.1 of the meeting, it means, he agreed with the motion and the procedure essentially. In conclusion, the bank didn’t violate Article 204 of Company Act.