Common use of Power of the Board Clause in Contracts

Power of the Board. 8.2.1 The Board is the highest authority of the Company and decides all important matters of the Company, including, but not limited to: (1) Amendments to the Articles of Association; (2) Suspension or dissolution of the Company; (3) Increase or decrease in registered capital of the Company; (4) The merger or spin-off of the Company; (5) The Company’s listing plan, including, but not limited to, the listing location and time and other matters; (6) Corporate bond issuance or external financing of the Company; (7) The Company’s investment; (8) The Company sets encumbrance on land use rights, buildings and major production equipment, or provides guarantees for Third Party debt; (9) Transactions between the Company and the Parties and their Related Parties (except for the proposed transaction in the Transaction Documents); (10) The Company’s operating principles, investment plans, and annual business plan; (11) The Company’s annual financial budgets and the final reports; (12) The Company’s profit distribution and loss recovery plan; (13) The Company’s plan of establishing internal management; (14) The appointment, dismissal, remuneration, bonus and other conditions of employment of the secretary of the Board, general manager, executive vice general manager, and chief financial officer of the Company; (15) The Company’s remuneration, bonus and benefit policies, except as otherwise provided herein; (16) The Company’s equity incentive plan, executive stock option plan or similar plan; (17) Any sale, transfer, lease or disposal of assets of the Company which is included in the Company’s annual business plan, financial budget or investment plan, and is part of the Company’s daily business activities, while exceeding RMB50,000,000 in one single transaction; any sale, transfer, lease or disposal of assets of the Company which is not included in the Company’s annual business, financial budget or investment plan, or is not part of the daily business activities of the Company, while exceeding RMB5,000,000 in one single transaction or more than RMB20,000,000 aggregated in 12 consecutive months; (18) Any capital expenditure, borrowing and acquisition which is outside of the Company’s ordinary business and exceeds RMB5,000,000 in one single transaction or RMB20,000,000 aggregated in consecutive 12 months; (19) The Company’s initiation of or participation in any litigation, arbitration and other dispute resolution procedures involving the subject matter exceeding RMB5,000,000 or other equivalent currencies, or settlement in such cases; however, if the Company initiates any litigation, arbitration and other dispute resolution procedures against a Party or the Related Parties, the Board’s resolution is not required, and the chairman or general manager may make his/her own decisions, while the chairman shall cooperate with the signing of relevant documents; (20) Stipulation and revision of the Company’s financial accounting system and accounting policy; (21) Recruitment and dismissal of the Company’s audit institutions; (22) Authorization of Senior Executive of the Company; and (23) Other powers prescribed by the Laws. In respect of the matters specified in Section 8.2.1, items (1) to (4) shall be resolved unanimously by the directors present at the meeting of the Board; items (5) to (9) shall be resolved by a two-thirds (2/3) majority of the directors present at a meeting of the Board. Any other matters shall be approved by the simple majority of the directors present at the meeting of the Board. If the resolution involves both Investor A and ChipMOS BVI or their Related Parties, directors appointed by Investor A and ChipMOS BVI shall have the right to participate in voting on the resolution after disclosing the interest, unless otherwise provided by the Laws.

Power of the Board. 8.2.1 8.2.1. The Board is the highest authority of the Company and decides all important matters of the Company, including, but not limited to: (1) Amendments to the Articles of Association; (2) Suspension or dissolution of the Company; (3) Increase or decrease in registered capital of the Company; (4) The merger or spin-off of the Company; (5) The Company’s 's listing plan, including, but not limited to, the listing location and time and other matters; (6) Corporate bond issuance or external financing of the Company; (7) The Company’s 's investment; (8) The Company sets encumbrance on land use rights, buildings and major production equipment, or provides guarantees for Third Party debt; (9) Transactions between the Company and the Parties and their Related Parties (except for the proposed transaction in the Transaction Documents); (10) The Company’s 's operating principles, investment plans, and annual business plan; (11) The Company’s 's annual financial budgets and the final reports; (12) The Company’s 's profit distribution and loss recovery plan; (13) The Company’s 's plan of establishing internal management; (14) The appointment, dismissal, remuneration, bonus and other conditions of employment of the secretary of the Board, general manager, executive vice general manager, and chief financial officer of the Company; (15) The Company’s 's remuneration, bonus and benefit policies, except as otherwise provided herein; (16) The Company’s 's equity incentive plan, executive stock option plan or similar plan; (17) Any sale, transfer, lease or disposal of assets of the Company which is included in the Company’s 's annual business plan, financial budget or investment plan, and is part of the Company’s 's daily business activities, while exceeding RMB50,000,000 (on a net value basis) in one single transaction; any sale, transfer, lease or disposal of assets of the Company which is not included in the Company’s 's annual business, financial budget or investment plan, or is not part of the daily business activities of the Company, while exceeding RMB5,000,000 (on a net value basis) in one single transaction or more than RMB20,000,000 (on a net value basis) aggregated in 12 consecutive months; (18) Any capital expenditure, borrowing and acquisition which is outside of the Company’s 's ordinary business and exceeds RMB5,000,000 in one single transaction or RMB20,000,000 aggregated in consecutive 12 months; (19) The Company’s initiation of or participation in any litigation, arbitration and other dispute resolution procedures involving the subject matter exceeding RMB5,000,000 or other equivalent currencies, or settlement in such cases; however, if the Company initiates any litigation, arbitration and other dispute resolution procedures against a Party or the Related Parties, the Board’s 's resolution is not required, and the chairman or general manager may make his/her own decisions, while the chairman shall cooperate with the signing of relevant documents; (20) Stipulation and revision of the Company’s 's financial accounting system and accounting policy; (21) Recruitment and dismissal of the Company’s 's audit institutions; (22) Authorization of Senior Executive of the Company; and (23) Other powers prescribed by the Laws. In respect of the matters specified in Section 8.2.1, items (1) to (4) shall be resolved unanimously by the directors present at the meeting of the Board; items (5) to (9) shall be resolved by a two-thirds (2/3) majority of the directors present at a meeting of the Board. Any other matters shall be approved by the simple majority of the directors present at the meeting of the Board. If the resolution involves both Investor A and ChipMOS BVI or their Related Parties, directors appointed by Investor A and ChipMOS BVI shall have the right to participate in voting on the resolution after disclosing the interest, unless otherwise provided by the Laws.