Corporate Governance Officer

一、Setting of corporate governance supervisor:

ChunYu operates with integrity, pays attention to the rights and interests of shareholders, creates a transparent and improved corporate governance structure, and implements sustainable development. In order to ensure that information is open and transparent, and to pursue the best interests of the company and all shareholders as operational goals, the corporate governance manager is set up to assist the company's management operations and provide an effective supervision mechanism to encourage the company to make good use of resources, improve efficiency, and strengthen competitiveness. , moving towards a sustainable and outstanding enterprise.
Appointment of corporate governance officer on May 12, 2021, ChunYu's Board of directors passed a resolution appointing manager Hsien-Ming Su as the corporate governance officer to execute corporate governance duties and establish relevant operating procedures. Manager Su has over three years of experience managing shareholder affairs and meeting procedures at a publicly listed company, meeting the qualifications for this position.

二、Scope of Authority of the Corporate Governance Officer

(一) Assist the board of directors in compliance with laws and regulations.
(二) Support the board of directors in appointment and continuing education matters.
(三) Prepare minutes for board of directors and shareholders meetings.
(四) Provide necessary information for the board of directors to execute their duties.
(五) Handle related matters for board of directors and shareholders meetings.
(六) Perform other duties as assigned by the company’s articles of incorporation, laws, or the board of directors.

三、Annual performance of the corporate governance officer

(一)Assist independent directors and general directors in performing their duties, provide necessary information, and arrange continuing education:
 (1) Provide board members with updates on the latest laws and regulations related to the company's operational areas and corporate  
  governance at the time of their appointment, and regularly update them thereafter.
 (2) Review the confidentiality levels of relevant information and provide the necessary company information to the directors, ensuring smooth
  communication and interaction between the directors and various business executives.
 (3) Based on the characteristics of the industry and the educational and professional backgrounds of the directors, assist independent directors
  and general directors in formulating annual continuing education plans and arranging courses.

(二)Assist with board and shareholders meeting procedures and compliance matters
 (1) Report on the company's corporate governance operations to the board of directors, audit committee, and sustainability committee: ensure
  that the convening of shareholders' meetings and board meetings complies with relevant laws, regulations, and the company's articles of incorporation.
 (2) Assist the board of directors in executing business and complying with relevant regulations: provide timely recommendations .  
 (3) Oversee the disclosure of significant information related to important resolutions of the board of directors: ensure the legality and accuracy   
  of the disclosed information to guarantee the completeness of information disclosure.
(三)Formulate the agenda of the board of directors and notify directors within the legal period, convene meetings and provide meeting materials. (四)Register in advance the date of the shareholders’ meeting in accordance with the law, prepare meeting notices, meeting manuals, and minutes within the legal period, and handle registration changes when amending the articles of association or re-electing directors. (五)In order to implement corporate integrity management, the company has established an "Ethical Code of Conduct", "Integrity Management Code" and "Corporate Governance Practice Code". The corporate governance group of the sustainability development committee is responsible for formulating and promoting integrity management policies and prevention plan to ensure that directors, managers, employees, etc. do not violate the principle of integrity, track the implementation results, and report to the board of directors regularly (at least once a year) every year.

四、Annual training status of corporate governance managers:

According to the "key points of matters to be followed in the establishment and exercise of the board of directors of listed companies of Taiwan stock exchange corporation", listed companies should arrange professional training for their corporate governance managers.
In addition to those who are new to the position, corporate governance managers must study for at least 18 hours within one year from the date they take up this position, and they must study for at least 12 hours every year; the scope of training, the system of training and other learning matters shall be referred to the directors and supervisors of listed companies. People learn and implement key regulations and management.
(一) The continuing education status of the corporate governance officer for the year 2021 is as follows:
Further study date Course organization Course name Hours of further studyTotal hours
10/21TIRI (Taiwan Investor Relations Institute)ESG Management Practices Important to Institutional Investors3 hrs18 hrs
10/27 Securities and Futures InstituteHuman Resource Integration and M&A Issues in Corporate Acquisitions3 hrs
11/02Accounting Research and Development FoundationCompliance Audit Practices for Corporate "Investments" and "Mergers and Acquisitions"6 hrs
11/12Securities and Futures InstituteKey to Becoming a Sustainable Enterprise: Concrete ESG Practices3 hrs
11/18Taiwan Corporate Governance AssociationAnalysis of Hostile Takeovers, Control Contests, and Corporate Countermeasures3 hrs
Further study date
10/21
Course organization
TIRI (Taiwan Investor Relations Institute)
Course name
ESG Management Practices Important to Institutional Investors
Hours of further study
3 hrs
Total hours
18 hrs
Further study date
10/27
Course organization
Securities and Futures Institute
Course name
Human Resource Integration and M&A Issues in Corporate Acquisitions
Hours of further study
3 hrs
Total hours
18 hrs
Further study date
11/02
Course organization
Accounting Research and Development Foundation
Course name
Compliance Audit Practices for Corporate "Investments" and "Mergers and Acquisitions"
Hours of further study
6 hrs
Total hours
18 hrs
Further study date
11/12
Course organization
Securities and Futures Institute
Course name
Key to Becoming a Sustainable Enterprise: Concrete ESG Practices
Hours of further study
3 hrs
Total hours
18 hrs
Further study date
11/18
Course organization
Taiwan Corporate Governance Association
Course name
Analysis of Hostile Takeovers, Control Contests, and Corporate Countermeasures
Hours of further study
3 hrs
Total hours
18 hrs
Further study date Course organization Course name Hours of further studyTotal hours
09/28Accounting Research and Development FoundationLatest Corporate Governance Policies and Practices in Governance Evaluation3 hrs12 hrs
10/07Accounting Research and Development FoundationAnalysis of Control Contests and Preventive Strategies3 hrs
11/22Taiwan Corporate Governance AssociationCorporate Social Responsibility: Discussing Corporate Governance from a Human Rights Policy Perspective3 hrs
Further study date
09/28
Course organization
Accounting Research and Development Foundation
Course name
Latest Corporate Governance Policies and Practices in Governance Evaluation
Hours of further study
3 hrs
Total hours
12 hrs
Further study date
10/07
Course organization
Accounting Research and Development Foundation
Course name
Analysis of Control Contests and Preventive Strategies
Hours of further study
3 hrs
Total hours
12 hrs
Further study date
11/22
Course organization
Taiwan Corporate Governance Association
Course name
Corporate Social Responsibility: Discussing Corporate Governance from a Human Rights Policy Perspective
Hours of further study
3 hrs
Total hours
12 hrs