BOD Attendance and Resolutions

Board of Directors Meeting Status

1. The Board of Directors convened 6 meetings (A) in 2023 and the participation of the directors are shown below:

Title Name Actual attendance (B) Proxy Attendance Actual attendance rate (%)
(B/A) (Note 1)		 Remark
Chairman Wah Lee Industrial Corp. Representative:
Tsuen-Hsien, Chang		 6 0 100%
Director Bau Guang Investment Corp. Representative:
Ray-Ching, Chang		 4 2 67%
Director Ching-Pin, Yeh 6 0 100%
Director Chih-Cheng, Wu 6 0 100%
Independent Director Chen-Chi, Ma 5 1 83%
Independent Director Liang-Chien, Li 6 0 100%
Independent Director Kuan-Neng, Chen 6 0 100%

Note: The actual attendance rate (%) of a director is calculated based on the number of board meetings and actual attendance during his tenure.

Remarks:
  1. For the operation of the Board of Directors in any of the following circumstances, please specify the date, term, the contents of the proposals, the opinions of all independent directors, and the process of the opinions proposed by the independent directors:
    1. Issues required under Article 14-3 of the Securities and Exchange Act are as follows:
      The Company has established an Audit Committee, and the provisions of Article 14-3 are not applicable. For the explanation of the matters listed in Article 14-5 of the Securities and Exchange Act, please refer to the operation of the Audit Committee.
    2. Other than the aforementioned issues, the issue objected by an independent director or where an independent director maintain a qualified opinion with record or documented declaration in a decision resolved by the Board of Directors: None.
  2. Implementation status of directors' recusal of interest-related proposals: None.
  3. The cycle, duration, scope, method and content of board self-evaluations (or peer-evaluation) performed and the board evaluations are as follows:
    4. Evaluation
    method    		 Evaluation
    cycle    		 Evaluation
    period    		 Evaluation
    scope    		 Evaluation
    content and result
    Internal self-assessment Evaluation performed once a year January 1, 2023 - December 31, 2023 Board of Directors, Individual Directors, Functional Committees (including Audit Committee and Remuneration Committee)

    Evaluation content:
    Board evaluation: Participation in the operation of the company; Improvement of the quality of the board of directors’ decision making; Composition and structure of the board of directors; Election and continuing education of the directors and Internal control.
    Individual board member performance evaluation: Alignment of the goals and missions of the company; Awareness of the duties of a director; Participation in the operation of the company; Management of internal relationship and communication; The director’s professionalism and continuing education and internal control.
    The functional committees evaluation: Degree of participation in the Company’s operations, Recognition of the functional committee responsibilities, Improvement of the decision-making quality of functional committees, Composition and selection of members of functional committees and internal control.

    Assessment Result:
    The performance evaluation of the Board of Directors and the Functional Committee for 2023 has been reported to the Board of Directors on January 25, 2024. The overall result of the self-evaluation of the performance of the Board of Directors was 4.90 (excellent), and the overall result of the self-evaluation of the performance of the individual members of the Board of Directors was 4.98 (excellent), indicating that the overall operation performance of the Board of Directors is good. The overall result of the self-evaluation of the Remuneration Committee was 4.98 (excellent) and the overall result of the self-evaluation of the Audit Committee was 4.98 (excellent) (the full score of the above ratings is 5), indicating that the overall operation performance of the Remuneration Committee and the Audit Committee is good and meets the requirements of corporate governance, effectively enhancing the functions of the Board of Directors.

  4. Targets for strengthening of the functions of the board during the current and immediately preceding fiscal years:
    1. In order to improve the board functions and strengthen the management mechanism, the Company set up an Audit Committee on May 29, 2019 to exercise the functions and powers stipulated in the Securities and Exchange Act, the Company Law and other laws and regulations.
    2. On December 8, 2011, the Company set up a Remuneration Committee, regularly evaluating and formulating the remuneration of directors and managerial officers and reviewing the policies, systems, standards and structures for performance evaluation and remuneration of directors and managerial officers.
    3. On May 4, 2022, the Company set up a corporate governance supervisor to handle matters related to the Board of Directors and shareholders’ meetings, provide directors with information needed to perform business, and collect the latest laws and regulations developments related to company operations to assist directors in complying with laws and regulations, and assist directors in taking office and continuing education, etc.
    4. To enhance the functions of the members of the Board of Directors, information on continuing education courses for directors is provided irregularly, and lecturers are regularly arranged to give lectures to the Company.
    5. In order to implement corporate governance, improve the board function, and strengthen the board operational efficiency, the Company formulated the board performance evaluation method, and regularly carry out the board performance evaluation every year. The 2023 annual appraisal results have been submitted to the board of directors on January 25, 2024.

1. The Board of Directors convened 7 meetings (A) in 2022 and the participation of the directors are shown below:

Title Name Actual attendance (B) Proxy Attendance Actual attendance rate (%)
(B/A) (Note 1)		 Remark
Chairman Bau-Guang Investment Limited Representative:
Ray-Ching, Chang		 7 0 100%
Director Wah Lee Industrial Corp. Representative:
Tsuen-Hsien, Chang		 7 0 100%
Director Ching-Pin, Yeh 7 0 100%
Director Chih-Cheng, Wu 7 0 100%
Independent Director Chen-Chi, Ma 7 0 100%
Independent Director Cheng-Jen, Chiu 4 0 100% Note 2
Independent Director Lai-Chu, Chen 4 0 100% Note 2
Independent Director Liang-Chien, Li 3 0 100% Note 3
Independent Director Kuan-Neng, Chen 3 0 100% Note 3
Remarks:
  1. The actual attendance rate (%) of a director is calculated based on the number of board meetings and actual attendance during his tenure.
  2. Dismissed after the general meeting on May 26, 2022.
  3. Re-elected on the general meeting on May 26, 2022.

1. The Board of Directors convened 7 meetings (A) in 2021 and the participation of the directors are shown below:

Title Name Actual attendance (B) Proxy attendance Actual attendance (%)
(B/A) (Note)		 Remark
Chairman Bau-Guang Investment Limited Representative:
Ray-Ching, Chang		 7 0 100%
Director Wah Lee Industrial Corp. Representative:
Tsuen-Hsien, Chang		 7 0 100%
Director Ching-Pin, Yeh 7 0 100%
Director Chih-Cheng, Wu 7 0 100%
Independent Director Chen-Chi, Ma 7 0 100%
Independent Director J. R. Chiou 7 0 100%
Independent Director Lai-Chu, Chen 2 1 67%
Note:
  1. The actual attendance rate (%) of a director is calculated based on the number of board meetings and actual attendance during his tenure.
  2. By-election new independent director at Shareholders Meeting on July 28, 2021.

1. A total of 6 meetings of Board of Directors were held in 2020
The dirctors and supervisors’ attendance status is as follows:

Title Name Attendance in Person (B) By Proxy Attendance Rate (%) (B/A) (Note 1) Notes
Chairman Ray C. Chang,
Representative of Bau Guang Investment Ltd. 		6 0 100%
Director Tsuen-Hsien Chang,
Representative of Wah Lee Industrial Corp. 		6 0 100%
Director C.P. Yeh 6 0 100%
Director Chih-Chen Wu 6 0 100%
Independent Director Iuan-Yuan Lu 2 0 100% Remark 2
Independent Director Chen-Chi M. Ma 6 0 100%
Independent Director J. R. Chiou 5 1 83%
Remarks:
  1. The dirctors and supervisors’ attendance Rate (%) was calculated based on BOD meetings held and actual attendance in person during the term of office.
  2. As disclosed on MOPS dated 10th April 2020, Independent Director Mr. Iuan-Yuan Lu passed away, therefore, was discharged from the position.

1. A total of 6 meetings of Board of Directors were held in 2019
The dirctors and supervisors’ attendance status is as follows:

Title Name Attendance in Person (B) By Proxy Attendance Rate (%) (B/A) (Note 1) Notes
Chairman Ray C. Chang,
Representative of Bau Guang Investment Ltd. 		6 0 100% Remark 2
Director Tsuen-Hsien Chang,
Representative of Wah Lee Industrial Corp. 		2 1 67%
Director

TAKESHI KUBO, Representative of Keiwa Inc.

3 0 100% Remark 3
Director C.P. Yeh 6 0 100% Remark 4
Director Chih-Chen Wu 6 0 100%
Independent Director Iuan-Yuan Lu 6 0 100%
Independent Director Chen-Chi M. Ma 6 0 100%
Independent Director J. R. Chiou 3 0 100% Remark 2
Supervisor Pin-Hong Chen 3 0 100% Remark 3
Supervisor

CHI-KUANG Huang, Representative of Bau Guang Investment Ltd.

3 0 100%
Supervisor J. R. Chiou 3 0 100%
1. The dirctors and supervisors’ attendance Rate (%) was calculated based on BOD meetings held and actual attendance in person during the term of office.
2. New appointment on Shareholders’ Meeting dated 29 May 2019.
3. Discharged on Shareholders’ Meeting dated 29 May 2019.
4. Succeed director on Shareholders’ Meeting dated 29 May 2019.

1. A total of 6 meetings of Board of Directors were held in 2018
The dirctors and supervisors’ attendance status is as follows:

Title Name Attendance in Person (B) By Proxy Attendance Rate (%) (B/A) Notes
Chairman Ray C. Chang,
Representative of Wah Lee Industrial Corp. 		6 0 100%  
Director TAKESHI KUBO, Representative of Keiwa Inc. 6 0 100%  
Director C.P. Yeh 6 0 100%  
Director Chih-Chen Wu 6 0 100%  
Director Cheng-Hung Yang 6 0 100%  
Independent Director Iuan-Yuan Lu 6 0 100%  
Independent Director Chen-Chi M. Ma 5 1 83%  
Supervisor Pin-Hong Chen 5 0 83%  
Supervisor CHI-KUANG Huang, Representative of Bau Guang Investment Ltd. 6 0 100%  
Supervisor J. R. Chiou 6 0 100%  

A total of 7 meetings of Board of Directors were held in 2017
The dirctors and supervisors’ attendance status is as follows:

Title Name Attendance in Person (B) By Proxy Attendance Rate (%) (B/A) Notes
Chairman Ray C. Chang,
Representative of Wah Lee Industrial Corp. 		7 0 100%  
Director

Kunio Shimizu, Representative of Keiwa Inc.

5 2 71%  
Director C.P. Yeh 7 0 100%  
Director Chih-Cheng Wu 7 0 100%  
Director Cheng-Hung Yang 7 0 100%  
Independent Director Iuan-Yuan Lu 7 0 100%  
Independent Director Chen-Chi M. Ma 6 1 86%  
Supervisor Pin-Hong Chen 6 0 86%  
Supervisor

CHI-KUANG Huang,
Representative of Bau Guang Investment Ltd.

6 0 86%  
Supervisor J. R. Chiou 7 0 100%  
A total of 7 meetings of Board of Directors were held in 2016.
The dirctors and supervisors’ attendance status is as follows：
Title Name Attendance in Person (B) By Proxy Attendance
Rate (%) (B/A)		 Notes
Chairman Ray C. Chang,
Representative of Wah Lee Industrial Corp.		 7 0 100%  
Director Hirofumi Onohara,
Representative of Keiwa Inc.		 3 0 100% (Note 1)
Director Kunio Shimizu,
Representative of Keiwa Inc.		 2 2 50% (Note 2)
Director C.P. Yeh 6 1 85%  
Director Chih-Cheng Wu 7 0 100%  
Director Cheng-Hung Yang 7 0 100%  
Independent Director Iuan-Yuan Lu 7 0 100%  
Independent Director Wen-Pin Lin 3 0 100% (Note 1)
Independent Director Chen-Chi M. Ma 4 0 100% (Note 2)
Supervisor Pin-Hong Chen 7 0 100%  
Supervisor CHI-KUANG Huang,
Representative of Bau Guang Investment Ltd.		 7 0 100%  
Supervisor J. R. Chiou 7 0 100%  

Note 1：Tenure expired and discharged after Board Members and Supervisors newly elected at Annual Shareholders’ Meeting on 21st June 2016.
Note 2：New appointment after Board Members and Supervisors newly elected at Annual Shareholders’ Meeting on 21st June 2016.

Board of Directors Meeting Status is also disclosed on Wah Hong's Annual Reports and Market Observation PostSystem (MOPS):
Market Observation Post System Stock Symbol：8240
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II.　Major Resolutions of Board Meetings

2023

Name and date of the meeting Discussion
2023 the 1st Board of Directors Meeting
(February 14, 2023)
  1. Approved the discussion proposal of formulating a general principle for the Company's pre-approved non-assurance service policy.
  2. Approved the 2023 annual operation plan discussion.
  3. Approved the discussion on authorization of the Company’s 2023 credit line with financial institutions.
  4. Approved the discussion proposal to provide an additional endorsement/guarantee for the subsidiary PT Wah Hong Indonesia.
  5. Approved the discussion proposal of some provisions of the Company’s Rules of Procedure for Board of Directors Meetings.
  6. Approved the discussion proposal of some provisions of the Company’s internal control measures CC-202 Regulations of Cyber Security Management and SG-127 Codes of Ethical Conduct.
2023 the 2nd Board of Directors Meeting
(March 14, 2023)
  1. Approved the discussion proposal of 2022 Operating Report, Individual Financial Report and Consolidated Financial Report.
  2. Approved the discussion proposal for the 2022 earnings distribution.
  3. Approved the discussion proposal of some provisions of the Rules of Procedure for Shareholder Meetings.
  4. Approved the formulation of Financial Business Related Operation Standards for Related Parties of the Company, and abolish the discussion proposal of Operating Procedures for Transactions between Related Parties, Specified Companies and Group Enterprises.
  5. Approved the discussion proposal of the amendment of the Company’s Long-term and Short-term Investment Management Measures.
  6. Approved the discussion on issuing the statement on the Company’s 2022 internal control system.
  7. Approved the discussion proposal of the proposal to lift the restrictions on the non-competition of the managers.
2023 the 3rd Board of Directors Meeting
(May 8, 2023)
  1. Approved the discussion proposal to audit the Consolidated Financial Report for the First Quarter of 2023.
  2. Approved the discussion proposal to continue to provide an endorsement guarantee for the subsidiary Wah Hong Holding Ltd.
  3. Approved the discussion proposal of the addition and modification of the Measures for Handling Cases of Reporting Illegal, Immoral or Dishonest Acts.
  4. Approved the discussion proposal of the addition and modification of partial articles of the Implementation Rules of Internal Audit.
2023 the 4th Board of Directors Meeting
(May 29, 2023)
  1. Approved the discussion proposal of the formulation of Risk Management Policies and Procedures and deleted the proposal of former Risk Management.
  2. Approved the discussion proposal of capital reduction of Qingdao Changhong Optoelectronics Ltd.
2023 the 5th Board of Directors Meeting
(August 7, 2023)
  1. Approved the discussion proposal to audit the Consolidated Financial Report for the Second Quarter of 2023.
  2. Approved the discussion proposal to provide an endorsement guarantee for the subsidiary Wah Ma Technology Sdn. Bhd.
  3. Approved the discussion proposal to provide endorsements/guarantees to Suzhou Alliance Material Co., Ltd.
  4. Approved the discussion proposal to provide endorsements/guarantees to subsidiary Sun Hong Optronics Ltd.
  5. Approved the discussion proposal to provide endorsements/guarantees to Xiamen Guang Hong Optronics Ltd.
  6. Approved the discussion proposal to continue to purchase liability insurance for the directors, supervisors and managers.
  7. Approved the discussion proposal of amendments to some provisions of the Internal Major Information Processing Operating Procedures.
  8. Approved the discussion proposal of amendments to some provisions in the Post Authorization Measures.
  9. Approved the discussion proposal of amendments to some provisions of the Management Measures for Preventing Insider Trading.
  10. Approved the discussion proposal of amendments to partial articles of the Implementation Rules of Internal Audit and Investment Cycle-Subsidiary Monitoring Operations.
2023 the 6th Board of Directors Meeting
(November 7, 2023)
  1. Approved the discussion proposal on the Consolidated Financial Report for the Third Quarter of 2023.
  2. Approved the discussion proposal of amendments to partial articles of the Standard Operating Procedures for Handling Demands by Directors.
  3. Approved the discussion proposal of amendments to partial audit procedures of SG-100 Implementation Rules of Internal Audit.
  4. Approved the discussion proposal on the 2024 annual audit plan.

2022

Name and date of the meeting Material resolutions
2022 the 1st Board of Directors Meeting
(January 26, 2022)
  1. Approved the 2022 annual operation plan.
  2. Approved the authorization of the Company's 2022 credit line with financial institutions.
  3. Approved the proposal to entrust E.SUN Bank organized as the main bank.
  4. Approved the proposal by purchasing the shares of Wah Lee Industrial Corp. from the market.
  5. Approved the overall re-election of directors.
  6. Approved the proposal on the personnel change of the Company CEO.
  7. Approved the proposal to the date and venue of the 2022 Annual General Meeting.
2022 the 2nd Board of Directors Meeting
(March 18, 2022)
  1. Approved the proposal of 2021 Business Report, Parent Company Only Financial Report and Consolidated Financial Report.
  2. Approved the 2021 earnings distribution.
  3. Approved the Company's 2021 director and employee remuneration distribution plan.
  4. Approved the Company's 2022 director and employee remuneration ratio.
  5. Approved the amendment of Articles of Association and some articles in the Procedures for the Acquisition and Disposal of Assets.
  6. Approved the issuing the statement on the Company's 2021 internal control system.
  7. Approved the appointment and remuneration of the Company's replacement of CPAs.
  8. Approved the proposal of directors and independent directors nominating and reviewing.
  9. Approved the proposal to lift the restrictions on the non-competition of the new directors and their representatives.
2022 the 1st temporary
(April 12, 2022)
  1. Approved the proposal of independent director candidates supplementary nominating and reviewing.
  2. Approved the proposal to lift the restrictions on the non-competition of the new independent directors.
2022 the 3rd Board of Directors Meeting
(May 4, 2022)
  1. Approved the proposal to audit the Consolidated Financial Report for the First Quarter of 2022.
  2. Approved to continue to provide an endorsement/ guarantee for the subsidiary Wah Hong Holding Ltd.
  3. Approved to provide an endorsement/ guarantee for the subsidiary Wah Ma Technology Sdn. Bhd.
  4. Approved the proposal to establish corporate governance supervisor of the Company.
2022 the 2nd temporary Board of Directors Meeting
(May 26, 2022)
  1. Approved the proposal of the chairman election.
  2. Approved the proposal of the appointment of the 5th Remuneration Committee members.
  3. Approved the 2021 cash dividend distribution related matters.
2022 the 4th Board of Directors Meeting
(August 5, 2022)
  1. Approved the proposal to audit the Consolidated Financial Report for the Second Quarter of 2022.
  2. Approved the proposal of remuneration to managers reviewed by the Company's remuneration committee.
  3. Approved to provide endorsements/guarantees to Suzhou Alliance Material Co., Ltd.
  4. Approved the proposal to provide endorsements/guarantees to subsidiary Sun Hong Optronics Ltd.
  5. Approved the discussion proposal to provide endorsements/guarantees US$ 500 million to Xiamen Guang Hong Optronics Ltd.
  6. Approved to continue to purchase liability insurance for the directors and managers.
  7. Approved the proposal on the revision of part of the internal control system Personal Data Protection and Management Measures.
  8. Approved the proposal of disposing of the shares of Chang Wah Electromaterials Inc. on the market.
2022 the 5th Board of Directors Meeting
(November 8, 2022)
  1. Approved the proposal to audit the Consolidated Financial Report for the Third Quarter of 2022.
  2. Approved the amendment of the provisions of the "Corporate Governance Code" and "Management Measures for Preventing Insider Trading".
  3. Approved the proposal on revising the "Board of Directors' Self-Performance Evaluation Operation Method" and renamed it to "Board of Directors and Functional Committee Performance Evaluation Method".
  4. Approved the "SG-136 Code of Practice for Sustainable Development" and deleted the proposal of "SG-125 Corporate Social Responsibility".
  5. Approved the proposal on the revision of some articles of internal control measures "SG-301 Post Authorization Measures" and "CS-100 Sales and Collection Cycle".
  6. Approved the proposal on revising some articles of the internal control measures "SG-119 Internal Major Information Processing Operating Procedures".
  7. Approved the proposal on the 2023 annual audit plan.

2020

Date of Board Meeting Major Resolutions
2020.02.20
  1. Approved the authorities of bank loans and credit facilities for year 2020.
  2. Approved the amendment of the Rule of the third and the fourth time repurchasing the Company’s own shares for the purpose of transferring them to employees.
  3. Approved the amendment of the Company’s internal audit plan of 2020.
2020.03.24
  1. Adoption of the 2019 business report, financial statements and consolidated financial statements.
  2. Adoption of the proposal for distribution of 2019 profits.
  3. Approved the proposal for 2019 distributions of directors and supervisors’ compensation, and employees’ compensation.
  4. Approved the proposal for distributions of 2020 directors and supervisors’ compensation, and employees’ compensation.
  5. Approved the 2019 statement of internal control.
  6. Approved the amendments of “Rules of Procedures for Shareholder Meetings”, “Regulation of Directors and supervisors’ compensation”.
2020.05.07
  1. Approved to make the endorsements and guarantees amount USD 3,000,000 for subsidiary-Wah Hong Holding Ltd. ( HSBC Bank)
  2. Approve to make the endorsements and guarantees amount USD 300,000 for subsidiary- Wah Ma Technology Sdn. Bhd. (HSBC Bank)
  3. Approved the amendment of internal rule-the "SG-117 Risk Management、"SG-132 Business Continuity Planning " 、" SG-134 Crisis Management ".
  4. Approved the demolition and relocation of Qingdao Chang Hong Optoelectronic Ltd.
2020.05.29
  1. Approved the payment process of 2019 cash dividend.
  2. Approved to make the endorsements and guarantees for subsidiary- Suzhou Alliance Material Co., Ltd.
  3. Approved the amendment of the Company’s internal audit plan of 2020
2020.08.11
  1. Approve to extend the liability insurance for the directors, supervisors and managerial officers. (2020/10/19~2021/10/18)
  2. Approve 2019 employee bonus for managerial officers and 2020 remuneration for managerial officers that submitted by the Remuneration Committee.
  3. Approve to make the endorsements and guarantees amount USD 15,000,000 for Sun Hong Optronics Ltd. (Mizuho Bank)
  4. Approve to make the endorsements and guarantees amount USD 3,000,000 for Sun Hong Optronics Ltd. (HSBC Bank)
  5. Approve to make the endorsements and guarantees amount USD 1,000,000 for Xiamen Guang Hong Optronics Co., Ltd. (HSBC Bank)
  6. Approved the tenancy agreement of Qingdao Chang Hong Optoelectronic Ltd.
2020.11.11
  1. Approve to make the endorsements and guarantees amount USD 5,000,000 for Xiamen Guang Hong Optronics Co., Ltd. (Mizuho Bank)
  2. Approved the amendments of internal rule-the “Corporate Governance Principle”、“Integrity Management”、“Payroll and Personnel Cycle”.
  3. Approve the Company’s internal audit plan of 2021.

2019

Date of Board Meeting Major Resolutions
2019.02.21 1. Approved the authorities of bank loans and credit facilities for year 2019.
2. Approved the amendment of the Company’s “Operational Procedures for management of the use of seals.”
3. Approved the Election of Directors.
2019.03.21 1. Adoption of the 2018 business report, financial statements and consolidated financial statements.
2. Adoption of the proposal for distribution of 2018 profits.
3. Approved the proposal for 2018 distributions of directors and supervisors’ compensation, and employees’ compensation submitted by the Remuneration Committee.
4. Approved the proposal for distributions of 2019 directors and supervisors’ compensation, and employees’ compensation submitted by the Remuneration Committee.
5. Approved the 2018 statement of internal control.
6. Approved the amendments of “Articles of Incorporation,” “Rules of Procedures for Shareholder Meetings,” “Operational Procedures for Endorsements and Guarantees,” “Operational Procedures for Loaning of Company Funds,” and “Operational procedures for Acquisition and Disposal of Assets.”
7. Approved the Nomination and examination of candidates of directors and independent directors.
8. Approved the proposal of release the prohibition on directors and their representatives from participation in competitive business.
2019.05.09 1. Approved to make the endorsements and guarantees amount USD 3,000,000 for subsidiary-Wah Hong Holding Ltd. ( HSBC Bank)
2. Approve to make the endorsements and guarantees amount USD 300,000 for subsidiary- Wah Ma Chemical Sdn. Bhd. (HSBC Bank)
3. Approved the establishment of the Company’s Audit Committee Charter.
4. Approved the establishment of the Company’s Standard Operational Protocol for Responding to Requests from Directors.
2019.05.29 Elected the chairman of the Board of Directors.
2019.08.08 1. Approve to extend the liability insurance for the directors, supervisors and managerial officers. (2019/10/19~2020/10/18)
2. Approve 2018 employee bonus for managerial officers and 2019 remuneration for managerial officers that submitted by the Remuneration Committee.
3. Approve to make the endorsements and guarantees amount USD 15,000,000 for Sun Hong Optronics Ltd. (Mizuho Bank)
4. Approve to make the endorsements and guarantees amount USD 300,000 for Sun Hong Optronics Ltd. (HSBC Bank)
5. Approve to make the endorsements and guarantees amount USD 1,000,000 for Xiamen Guang Hong Optronics Co., Ltd. (HSBC Bank)
6. Approved the establishment of “Management of Audit Committee Meeting Operations” and “Audit Procedure for Management of Audit Committee Meeting Operations.”
2019.11.08 1. Approve to make the endorsements and guarantees amount USD 5,000,000 for Xiamen Guang Hong Optronics Co., Ltd. (Mizuho Bank)
2. Approve to repurchases the Company’s own shares for the purpose of transferring them to employees.
3. Approved the amendments of “Guidelines for the Adoption of Codes of Ethical Conduct,” ” Directions for the Implementation of Continuing Education for Directors and Supervisors,” “Remuneration Committee Charter,” Rules of Procedure for Board of Directors Meetings” and “Audit Committee Charter.”
4. Approve the Company’s internal audit plan of 2020.

2018

Date of Board Meeting Major Resolutions
2018.01.31 1. Approved the authorities of bank loans and credit facilities for year 2018.
2. Approved Opto-electronics Materials Division’s proposal to set up the cutting production line in Indonesia.
3. Approved the amendment of the Company’s "Authorization and Deputy Systems."
4. Approved the date and location of 2018 Shareholders’ meeting.
2018.03.21 1. Approved to authorize E. Sun Commercial Bank, Ltd. as the facility agent to arrange a syndicated loan facility (Syndicated Loan) for an amount of USD$50,000,000 or its equivalent in order to reimburse the debt and increase working capital.
2. Approved the 2017 Business Report, Unconsolidated and Consolidated financial statements.
3. Approved the proposal for 2017 profits distribution and not to distribute dividends.
4. Approved the proposal for 2017 directors, supervisors and employees’ compensation submitted by the Remuneration Committee.
5. Approved the proposal for 2018 remuneration of independent directors and supervisor submitted by the Remuneration Committee.
6 Approved the proposal for distribution ratio of 2018 directors and supervisors’ compensation, and employees’ compensation submitted by the Remuneration Committee.
7. Approved the 2017 statement of internal control.
8. Approved the amendments of "Articles of Incorporation" and "Rules for Election of Directors and Supervisors."
9. Approved the amendment of the proposals for 2018 Annual Meeting of Shareholders.
2018.05.09
1. Approve to make the endorsements and guarantees amount USD 3,000,000 for subsidiary-Wah Hong Holding Ltd. ( HSBC Bank)
2. Approve to make the endorsements and guarantees amount USD 300,000 for subsidiary- Wah Ma Chemical Sdn. Bhd. (HSBC Bank)
3. Approve the amendment of internal rule-"Authorization and Deputy Systems," and new audit procedure-"Contract Management Audit."
2018.05.31 Approve the amendment of internal rule-the"CS-104 orders processing operations" of CS-100 Sale and Receipt Cycle.
2018.08.06 1. Approve to extend the liability insurance for the directors, supervisors and managerial officers. (2018/10/19~2019/10/18)
2. Approve 2017 employee bonus for managerial officers and remuneration for managerial officers that submitted by the Remuneration Committee.
3. Approve to make the endorsements and guarantees amount USD 8,000,000 for Sun Hong Optronics Ltd. (Mizuho Bank)
4. Approve to make the endorsements and guarantees amount USD 3,500,000 for Sun Hong Optronics Ltd. (HSBC Bank)
5. Approve to make the endorsements and guarantees amount USD 1,000,000 for Xiamen Guang Hong Optronics Co., Ltd. (HSBC Bank)
6. Approve to make the endorsements and guarantees amount USD 1,500,000 for Qingdao Changhong Optoelectronics Ltd. (HSBC Bank)
7. Approve the amendment of internal control rules regarding "CF100 Property, plant and equipment cycle," "CF203 Assets Management Rule," and "SG301 Authorization and Deputy Systems -Finance Procedures."
2018.11.08 1. Approve to make the endorsements and guarantees amount USD 5,000,000 for Xiamen Guang Hong Optronics Co., Ltd. (Mizuho Bank)
2. Approve to revise internal rule- "Procedures for Acquisition or Disposal of Assets."
3. Approve the Company’s internal audit plan of 2019.

2017

Date of Board Meeting Major Resolutions
2017.01.13 1. Approved the recognition of investment loss and provisions for long-term investment applying the equity method-JUN HONG OPTRONICS CORPORATION.
2. Approved the amendment of “Regulations Governing Share Repurchase for the purpose of transferring them to Employees.”
3. Approved the repurchasement of Wah Hong’s shares for the purpose of transferring them to employees.
2017.02.17 1. Approved 2017 Business Plan.
2. Approved the authorities of bank loans and credit facilities for year 2017.
3. Approved the date and location of 2017 Annual Shareholders’ Meeting.
2017.03.22 1. Approved the 2016 Business Report, Unconsolidated and Consolidated financial statements.
2. Approved the 2016 Deficit Compensation and not to distribute dividends.
3. Approved the proposal for not to distribute 2016 directors, supervisors and employees’ compensation submitted by the Remuneration Committee.
4. Approved the 2017 independent directors’ remuneration submitted by the Remuneration Committee.
5. Approved the ratio to the distribution of 2017 directors, supervisors and employees’ compensation submitted by the Remuneration Committee.
6. Approved the 2016 statement of internal control.
7. Approved the amendment of “Regulations Governing the Acquisition and Disposal of Assets”.
8. Approved the amendment of the proposals for 2017 Annual Shareholders’ Meeting.
2017.05.09 1. Report on the audited consolidated financial statements of first quarter of 2017.
2. Approved to join Jun Hong Optronics Corporation’s capital increase by cash.
3. Approved to make the endorsements and guarantees for subsidiaries-Wah Hong Holding Ltd. and Wah Ma Chemical Sdn. Bhd.
4. Approved to set『Guidelines for Handling the Report on Illegal, Unethical and Dishonest Conduct』.
2017.08.09 1. Report on the audited consolidated financial statements of second quarter of 2017.
2. Approved to extend the liability insurance for the directors, supervisors and managerial officers.
3. Approved on the 2017 remuneration for managerial officers that submitted by the Remuneration Committee.
4. Approved to make the endorsements and guarantees for Sun Hong Optronics Ltd., Xiamen Guang Hong Optronics Co., Ltd., Qingdao Changhong Optoelectronics Ltd. and Jun Hong Optronics Corp.
2017.09.06 Approved to sell 32.5% shareholdings of Junhong Optronics Corporation.
2017.11.08 1. Report on the audited consolidated financial statements of third quarter of 2017.
2. Approved to set up a cutting production line for Sanritz Polarizer Film in Sun Hong Optronics Ltd.
3. Approved to make the endorsements and guarantees for Xiamen Guang Hong Optronics Co., Ltd.
4. Approved to amend “Rules of Procedure for Board of Directors Meetings.”
5. Approved on replacement of attesting CPAs and the compensation given thereto.
6. Approved 2018 Internal Audit Plan.

2016

Date of Board Meeting Major Resolutions
2016.01.28
1. Approved 2016 Business Plan
2. Approved the authorities of bank loans and credit facilities for year 2016.
3. Approved the amendment of "Articles of Incorporation," the "Regulations Governing Remuneration for Board of Directors and Supervisors" and "Regulations Governing Remuneration for the managerial officers".
4. Aproved the ratio to the distribution of 2015 and 2016 directors, supervisors and employees’ compensation submitted by the Remuneration Committee.
5. Aproved the amendment of "Personal Information Protection and Management"
6. Aproved the convening of 2016 Annual Shareholders’ Meeting (including date, location and subjects).
2016.03.23
1. Aproved the 2015 Business Report, Unconsolidated and Consolidated financial statements.
2. Proposed the distribution of cash dividend of NT$50,002,207 (NT$ 0.5 per common share).
3. Aproved the the distribution of 2015 directors, supervisors and employees’ compensation submitted by the Remuneration Committee.
4. Aproved the 2016 directors and supervisors’ remuneration submitted by the Remuneration Committee.
5. Aproved the cancellation of the endorsements and guarantees amount US$ 2,000,000 with CitiBank (Taiwan) for Wah Hong Holding Ltd.
6. Aproved the amendment of the "Articles of Incorporation" to comply with the amendment of Business Items of Conduct.
7. Aproved the 2015 statement of internal control.
8. Aproved the election of Directors and Supervisors.
9. Aproved the nomination of candidates for two independent directors.
10. Aproved the release of the prohibition on directors and their representatives from participation in competitive business.
2016.05.10
1. Aproved the Consolidated Financial Statements for the period ended 31 March, 2016.
2. Aproved the review of the qualifications for the two independent director nominees.
3. Aproved the endorsements and guarantees for subsidiary -Sun Hong Optronics Ltd., Wah Hong Holding Ltd. and Wah Ma Chemical Sdn.Bhd.
2016.06.21
1. Elected Ray C. Chang as the chairman of the board of directors.
2. Aproved the appointment of two independent directors and one external professional personnel as the members of the 3rd Remuneration Committee.
3. Aproved the payment of 2015 cash dividend of NT$50,002,207, and set July 18, 2016 as the ex-dividend record date.
2016.07.22
1. Aproved the technical cooperation with Nanoco Technologies Limited to produce Cadmium-Free Quantum Dot Film.
2016.08.10
1. Aproved the Consolidated Financial Statements for the period ended 30 June, 2016.
2. Aproved the purchase of the liability insurance for the directors, supervisors and managerial officers.
3. Aproved the distribution of 2015 employees’ compensation and 2016 remuneration for managerial officers submitted by the Remuneration Committee.
4. Aproved the the endorsements and guarantees for Jun Hong Optronics Corp., Sun Hong Optronics Ltd. and Xiamen Guang Hong Optronics Co., Ltd.
5. Aproved the amendment of "SG129 Procedures for Self-Evaluation of the Board of Directors" and "SG130 Procedures for Review of the Independence and Suitability of the CPA."
2016.11.08
1. Aproved the Consolidated Financial Statements for the period ended 30 September, 2016.
2. Aproved the endorsements and guarantees for Xiamen Guang Hong Optronics Co., Ltd.
3. Aproved the release of the prohibition on managerial officers from participation in competitive conduct.
4. Aproved the Asset impairment in 2016.
5. Aproved the amendment of "internal control procedures and rules."
6. Aproved the 2017 Internal Audit Plan.