Corporate Governance Officer
On March 29, 2024, the Board of Directors approved the appointment of a Chief Governance Officer and appointed Director of the General Management Office, Ms. Pei-Chun Ko, to assume the position. Ms. Ko possesses the qualifications of a chief accounting officer and meets the eligibility criteria for the Chief Governance Officer as stipulated in the “Guidelines for the Establishment and Exercise of Authority by Boards of Directors of Listed/Over-the-Counter Companies.”
Scope of Authority of the Chief Governance Officer
The primary responsibilities include managing meetings related to the Board of Directors, functional committees, and shareholders’ meetings in accordance with laws and regulations; preparing minutes for the Board, functional committees, and shareholders’ meetings; assisting directors with their appointment and ongoing training; providing necessary information to directors for business execution; and helping directors comply with relevant laws and regulations, thereby safeguarding shareholders’ rights and strengthening the functions of the Board.
Key Areas of Execution
1. Conduct Meetings of the Board of Directors, Functional Committees, and Shareholders’ Meetings in Compliance with Laws:
(1) Draft the agendas for the Board and functional committees, notify directors or committee members, and provide relevant meeting materials at least seven days prior to the meetings. If any agenda items involve conflict of interest, reminders will be issued in advance.
(2) Handle shareholder meeting registration in advance, prepare and distribute meeting notices, agenda handbooks, annual reports, meeting minutes, and related announcements within the statutory deadlines.
2. Preparation of Meeting Minutes for the Board and Shareholders’ Meetings:
Complete the minutes for the Board, functional committees, and shareholders’ meetings within 20 days after each meeting.
3. Assist Directors with Continuing Education:
Arrange training courses tailored to the company’s industry characteristics and the backgrounds of directors, assisting them in completing their annual continuing education requirements.
4. Provide Directors with Necessary Information for Business Execution:
(1) Assist directors in complying with laws and regulations by providing newly elected directors with regulatory guidance manuals regarding insiders and directors.
(2) Provide company information required by directors or committee members, maintain smooth communication and interaction between directors/committee members and management, and assist in arranging communication meetings between independent directors and the head of internal audit, certified public accountants, or other internal units to facilitate independent directors in fulfilling their duties.
(3) In accordance with the company’s business scope and the latest corporate governance regulations, revise internal governance policies and submit them to the Board for approval.
The status of communication between independent directors and internal auditing officers and CPAs: (Should include the material matters, methods and results of communication on the Company’s financial and business status, etc.:
"The Company’s Ethical Corporate Management Best Practice Principles were adopted by the Board of Directors on April 10, 2023, and subsequently reported to the Shareholders’ Meeting on June 30, 2023."
Article I. Objectives and Scope of Application
1.Objective of Establishment: These Principles are established to assist the Company in fostering a corporate culture of ethical management (or integrity management) and to ensure sound development, providing a framework for establishing robust business operations.
2.Scope of Application: These Principles apply to the Company's group enterprises and organizations (hereinafter referred to as "Group Enterprises and Organizations"), including the Company's subsidiaries, foundations whose cumulative funding from the Company directly or indirectly exceeds fifty percent (50%), and other institutions or legal entities over which the Company possesses substantive control.
Article II.Prohibition of Dishonest Conduct
1.The Company’s Directors, Managerial Officers, Employees, Appointees, or persons who possess Substantive Control (hereinafter referred to as "Substantive Controllers") shall, in the course of engaging in business activities, neither directly nor indirectly offer, promise, request, or accept any improper benefits, nor engage in any other dishonest conduct, such as acts violating integrity, unlawful activities, or breaches of fiduciary duty, for the purpose of obtaining or maintaining benefits (hereinafter referred to as "Dishonest Conduct").
2.The parties subject to the preceding paragraph include:
Public Officials, political candidates, political parties, or party functionaries.
Any public or private enterprises or institutions, and their directors, supervisors, managerial officers, employees, substantive controllers, or other stakeholders.
Article III. Definition of Benefits
The term "benefits" as referred to in these Principles denotes anything of value, including, but not limited to, money, gifts, commissions, positions, services, preferential treatment, or rebates in any form or under any name.
This definition shall not apply to instances where the benefit is consistent with normal social courtesies, is provided occasionally, and presents no potential risk of affecting specific rights and obligations.
Article IV.Compliance with Laws and Regulations
The Company shall comply with the Company Act, the Securities and Exchange Act, the Business Entity Accounting Act, the Political Donations Act, the Anti-Corruption Act (or Statute for the Prevention of Corruption), the Government Procurement Act, the Act on Recusal of Public Servants from Conflicts of Interest, relevant Listing and OTC Regulations, and any other statutes pertaining to business conduct. This adherence serves as the fundamental prerequisite for the implementation of ethical management.
Article V.Policy Statement
The Company shall, based on the operating philosophy of integrity, transparency, and accountability, formulate a policy founded upon ethical principles. This policy must be adopted by the Board of Directors. Concurrently, the Company shall establish robust corporate governance and risk control mechanisms to foster an operating environment conducive to sustainable development.
Article VI.Prevention Programs
1.The Company’s established ethical management policy shall clearly and comprehensively stipulate specific practices for integrity management and prevention programs against dishonest conduct (hereinafter referred to as the "Prevention Programs"). These programs shall encompass operational procedures, conduct guidelines, and training.
2.The Prevention Programs established by the Company shall comply with the relevant laws and regulations of the locations where the Company and its Group Enterprises and Organizations operate.
3.The Company shall engage in communication with its employees, labor unions, major business partners (or trading counterparts), and other stakeholders during the process of formulating the Prevention Programs.
Article VII. Scope of the Prevention Programs
The Company shall establish a risk assessment mechanism for dishonest conduct to periodically analyze and evaluate business activities within its operational scope that bear a higher risk of dishonest conduct. Based on this assessment, the Company shall formulate Prevention Programs and regularly review their appropriateness and effectiveness.
The Company is advised to formulate Prevention Programs by referencing domestic and international general standards or guidelines. The Programs shall, at a minimum, encompass preventive measures for the following types of conduct:
(1) Bribery and the Acceptance of Bribes (or Acceptance of Unlawful Benefits).
(2) Providing Unlawful Political Donations.
(3) Inappropriate charitable donations or sponsorships.
(4) Providing or accepting unreasonable gifts, hospitality, or other improper benefits.
(5) Infringement of trade secrets, trademarks, patents, copyrights, and other intellectual property rights (IPR).
(6) Engaging in acts of unfair competition.
(7) Acts that directly or indirectly harm the rights, health, and safety of consumers or other stakeholders during the research and development, procurement, manufacturing, provision, or sale of products and services.
Article VIII. Commitment and Implementation
1.The Company shall require its Directors and Senior Management to issue a statement affirming their compliance with the ethical management policy, and shall mandate employee adherence to the ethical management policy as a condition of employment.
2.The Company and its Group Enterprises and Organizations shall clearly state their ethical management policy in their internal rules and regulations, external documents, and corporate website. They shall also explicitly state the commitment of the Board of Directors and Senior Management to proactively implement the ethical management policy and ensure its practical execution throughout internal management and business activities.
3.The Company shall produce and properly retain documented information regarding the ethical management policy, statements, commitments, and implementation described in Paragraphs 1 and 2.
Article IX.Ethical Business Activities
1.The Company shall conduct its business activities in a fair and transparent manner, fundamentally adhering to the principles of ethical management.
2.Prior to engaging in any business relationship, the Company shall assess the legality and the involvement of any dishonest conduct concerning its agents, suppliers, customers, or other business partners (or trading counterparts), and shall avoid transactions with any parties involved in dishonest conduct.
3.All contracts executed between the Company and its agents, suppliers, customers, or other business partners shall include clauses stipulating adherence to the ethical management policy. Furthermore, these contracts shall contain a provision allowing the Company to terminate or rescind the contract immediately should the counterparty be found to have engaged in dishonest conduct.
Article X.Prohibition of Bribery and Acceptance of Bribes
The Company and its Directors, Managerial Officers, Employees, Appointees, and Substantive Controllers shall, in the performance of their duties, neither directly nor indirectly offer, promise, request, or accept any improper benefits in any form from customers, agents, contractors, suppliers, public officials, or other stakeholders.
Article XI.Prohibition of Unlawful Political Donations
The Company and its Directors, Managerial Officers, Employees, Appointees, and Substantive Controllers shall ensure that any direct or indirect donations made to political parties or organizations or individuals participating in political activities comply with the Political Donations Act and the Company's internal relevant operational procedures. Such donations shall not be made for the purpose of securing commercial benefits or transactional advantages.
Article XII. Prohibition of Inappropriate Charitable Donations or Sponsorships
The Company and its Directors, Managerial Officers, Employees, Appointees, and Substantive Controllers shall ensure that charitable donations or sponsorships comply with relevant laws and internal operational procedures, and shall not be utilized as a covert form of bribery.
Article XIII. Prohibition of Unreasonable Gifts, Hospitality, or Other Improper Benefits
The Company and its Directors, Managerial Officers, Employees, Appointees, and Substantive Controllers shall neither directly nor indirectly offer or accept any unreasonable gifts, hospitality, or other improper benefits for the purpose of establishing a business relationship or influencing commercial transactions.
Article XIV. Prohibition of Intellectual Property Infringement
The Company and its Directors, Managerial Officers, Employees, Appointees, and Substantive Controllers shall comply with relevant intellectual property laws and regulations, internal operational procedures, and contractual provisions. They shall not use, disclose, dispose of, destroy, or otherwise infringe upon intellectual property rights (IPR) without the consent of the IPR holder.
Article XV. Prohibition of Unfair Competition
The Company shall conduct its business activities in accordance with relevant competition laws and regulations. The Company shall not fix prices, manipulate bidding, restrict production and quotas, or share or divide markets by allocating customers, suppliers, operating regions, or types of business.
Article XVI. Prevention of Product or Service Harm to Stakeholders
1.The Company and its Directors, Managerial Officers, Employees, Appointees, and Substantive Controllers shall, during the research and development, procurement, manufacturing, provision, or sale of products and services, comply with relevant laws, regulations, and international guidelines. They shall ensure the transparency and safety of product and service information, establish and publicly disclose a policy for protecting the rights and interests of consumers or other stakeholders, and implement this policy in their operating activities to prevent products or services from directly or indirectly harming the rights, health, and safety of consumers or other stakeholders.
2.If there is sufficient evidence to suggest that the Company's products or services may jeopardize the safety and health of consumers or other stakeholders, the Company shall, in principle, immediately recall the batch of products or cease the provision of the services.
Article XVII.Organization and Responsibilities
1.The Company’s Directors, Managerial Officers, Employees, Appointees, and Substantive Controllers shall exercise the Duty of Due Care of a Prudent Manager, oversee the Company’s prevention of dishonest conduct, and periodically review the effectiveness of implementation and continuously improve, thereby ensuring the realization of the ethical management policy.
2.To enhance the management of ethical business operations, the Company shall establish a dedicated unit subordinate to the Board of Directors, allocating sufficient resources and competent personnel. This unit shall be responsible for formulating and supervising the implementation of the ethical management policy and Prevention Programs. Its main responsibilities shall include the following matters, to be reported to the Board of Directors regularly (at least annually):
(1) Assisting in integrating ethical and moral values into the Company's business strategy, and developing relevant anti-corruption measures to ensure ethical management in line with legal and regulatory systems.
(2) Periodically analyzing and assessing the risk of dishonest conduct within the scope of operations, and based thereon, formulating Prevention Programs, and establishing related standard operating procedures (SOPs) and conduct guidelines within each program.
(3) Planning the internal organization, structure, and duties, and implementing a system of mutual supervision and checks and balances for business activities within the scope of operations that carry a higher risk of dishonest conduct.
(4) Promoting and coordinating integrity policy awareness and training.
(5) Planning the whistleblowing system (or reporting mechanism) to ensure its effectiveness.
(6) Assisting the Board of Directors and the management level in verifying and evaluating the effective operation of the preventive measures established for ethical management implementation, and periodically assessing the compliance status of relevant business processes, thereby producing reports.
Article XVIII.Compliance in Business Execution
The Company’s Directors, Managerial Officers, Employees, Appointees, and Substantive Controllers shall, in the performance of their duties, comply with all legal requirements and the Prevention Programs.
Article XIX.Conflict of Interest
1.The Company shall establish a conflict of interest prevention policy to identify, monitor, and manage the risk of dishonest conduct potentially arising from conflicts of interest. The Company shall also provide appropriate channels for Directors, Managerial Officers, and other stakeholders attending or present at Board meetings to proactively disclose any potential conflicts of interest with the Company.
2.Should an agenda item presented to the Board of Directors involve the personal interests of a Director, Managerial Officer, or other stakeholder attending or present at the Board meeting, or the interests of the legal entity they represent, the individual shall explain the material content of the interest at that Board meeting. If there is a concern that the interest may impair the interests of the Company, the individual shall not participate in the discussion or voting, shall withdraw from the meeting during discussion and voting, and shall not exercise the voting rights on behalf of other Directors. Directors shall also exercise self-discipline and shall not inappropriately support one another.
3.The Company's Directors, Managerial Officers, Employees, Appointees, and Substantive Controllers shall not utilize their positions or influence within the Company to obtain improper benefits for themselves, their spouses, parents, children, or any other person.
Article XX. Accounting and Internal Control
1.The Company shall establish an effective accounting system and internal control system for business activities with a higher risk of dishonest conduct. The Company shall not maintain undocumented ledgers or retain secret accounts, and shall review these systems periodically to ensure their design and execution remain continuously effective.
2.The Company's internal audit unit shall formulate relevant audit plans based on the assessment results of the dishonest conduct risks. The plan shall include the audit subjects, scope, items, and frequency, and shall be used to verify adherence to the Prevention Programs. The Company may appoint a Certified Public Accountant (CPA) to perform the audit, and, if necessary, may engage professional experts for assistance.
3.The results of the audit mentioned in the preceding paragraph shall be reported to the Senior Management and the dedicated ethical management unit, and an Audit Report shall be prepared and submitted to the Board of Directors.
Article XXI. Operational Procedures and Conduct Guidelines
In accordance with Article 6, the Company shall establish Operational Procedures and Conduct Guidelines that specifically regulate the matters requiring attention when Directors, Managerial Officers, Employees, and Substantive Controllers perform their duties. The content shall, at a minimum, cover the following:
(1) Criteria for determining the offering or acceptance of improper benefits.
(2) Procedures for handling lawful political donations.
(3) Procedures and monetary standards for providing appropriate charitable donations or sponsorships.
(4) Regulations for avoiding conflicts of interest related to duties, and the procedures for their declaration and handling.
(5) Confidentiality regulations for confidential and commercially sensitive information obtained in the course of business.
(6) Regulations and procedures for dealing with suppliers, customers, and business partners involved in dishonest conduct.
(7) Procedures for handling the discovery of violations of the Corporate Ethical Management Principles.
(8) Disciplinary measures to be taken against violators.
Article XXII.Education, Training, and Assessment
i.The Company’s Chairman, General Manager, or Senior Management shall regularly communicate the importance of integrity to Directors, Employees, and Appointees.
ii.The Company shall periodically organize training and awareness programs for Directors, Managerial Officers, Employees, Appointees, and Substantive Controllers, and invite business counterparts who engage in commercial activities with the Company to participate. This is to ensure they fully understand the Company’s resolve for ethical management, its policies, Prevention Programs, and the consequences of dishonest conduct.
iii. The Company shall integrate the ethical management policy with employee performance assessment and human resource policies, establishing a clear and effective reward and disciplinary system.
Article XXIII.Whistleblowing System
The Company shall establish and strictly implement a specific whistleblowing system (or reporting mechanism). The content shall, at a minimum, cover the following:
(1) Establishing and publicizing an internal independent mailbox or hotline, or engaging an external independent institution to provide a reporting mailbox or hotline, for use by both internal and external personnel.
(2) Assigning dedicated personnel or a unit to receive reports. If the reported matter involves a Director or Senior Management, it shall be escalated to the Independent Directors. The system shall also stipulate categories of reported matters and their corresponding standard operating procedures for investigation.
(3) Stipulating the subsequent actions to be taken after the investigation of a report is completed, based on the severity of the circumstances. Where necessary, reports shall be made to the competent authorities or submitted to the judicial authorities for prosecution.
(4) Documentation and preservation of records regarding the acceptance, investigation process, investigation results, and related files of whistleblowing cases.
(5) Confidentiality of the identity of the whistleblower and the content of the report, and allowing anonymous reporting.
(6) Measures to protect whistleblowers from improper retaliation or adverse treatment due to the reporting incident.
(7) Whistleblower incentive measures.
If the dedicated personnel or unit receiving reports discovers a material violation or a potential for material harm to the Company through investigation, a report shall be immediately prepared and the Independent Directors shall be notified in writing.
Article XXIV.Disciplinary and Appeals System
The Company shall clearly stipulate and publish a disciplinary and appeals system for violations of the ethical management provisions, and shall promptly disclose information regarding the violator's job title, name, date of violation, content of violation, and handling status on the Company's internal website.
Article XXV.Information Disclosure
The Company shall establish quantitative data for promoting ethical management and continuously analyze and evaluate the effectiveness of the ethical policy implementation. The Company shall disclose its adopted measures for ethical management, the fulfillment status, the aforementioned quantitative data, and the implementation effectiveness on the Company's website, in the Annual Report, and in the Prospectus. The full content of the Ethical Management Principles shall also be disclosed on the Market Observation Post System (MOPS).
Article XXVI.Review and Amendment of Ethical Management Policy and Measures
The Company shall continuously monitor the development of ethical management regulations domestically and internationally, and encourage Directors, Managerial Officers, and Employees to submit suggestions. Based on these, the Company shall review and improve its established ethical management policy and implemented measures to enhance the overall effectiveness of ethical management.
Article XXVII.Enforcement
1.These Principles shall be implemented upon resolution by the Board of Directors and subsequent reporting to the Shareholders' Meeting. The same procedures shall apply to any amendments.
2.When the Company submits these Ethical Management Principles to the Board of Directors for discussion pursuant to the preceding paragraph, the opinions of all Independent Directors shall be fully considered, and any dissenting or qualified opinions shall be recorded in the Board meeting minutes. If an Independent Director is unable to personally attend the Board meeting to express a dissenting or qualified opinion, they shall issue a written opinion in advance, except in cases of justifiable reason, and it shall be recorded in the Board meeting minutes.
3.These Principles were established on April 10, 2023 (R.O.C. Year 112)
These Procedures were established on April 10, 2023.
The 1st amendment was made on January 8, 2025.
Article 1 Purpose and Scope of Application
I.This Corporation engages in commercial activities following the principles of fairness, honesty, faithfulness, and transparency, and in order to fully implement a policy of ethical management and actively prevent unethical conduct, these Procedures for Ethical Management and Guidelines for Conduct (hereinafter, "Procedures and Guidelines") are adopted pursuant to the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and the applicable laws and regulations of the places where this Corporation and its business groups and organizations operate, with a view to providing all personnel of this Corporation with clear directions for the performance of their duties.
II.The scope of application of these Procedures and Guidelines includes the subsidiaries of this Corporation, any incorporated foundation in which this Corporation's accumulated contributions, direct or indirect, exceed 50 percent of the total funds of the foundation, and other group enterprises and organizations, such as institutions or juristic persons, substantially controlled by this Corporation.
Article 2 Applicable Subjects
I.For the purposes of these Procedures and Guidelines, the term "personnel of this Corporation" refers to any director, supervisor, managerial officer, employee, mandatary or person having substantial control, of this Corporation or its group enterprises and organizations.
II.Any provision, promise, request, or acceptance of improper benefits by any personnel of this Corporation through a third party will be presumed to be an act by the personnel of this Corporation.
Article 3 Unethical conduct
I.For the purposes of these Procedures and Guidelines, "unethical conduct" means that any personnel of this Corporation, in the course of their duties, directly or indirectly provides, promises, requests, or accepts improper benefits or commits a breach of ethics, unlawful act, or breach of fiduciary duty for purposes of acquiring or maintaining benefits.
II.The counterparties of the unethical conduct under the preceding paragraph include public officials, political candidates, political parties or their staffs, and government-owned or private-owned enterprises or institutions and their directors, supervisors, managerial officers, employees, persons having substantial control, or other interested parties.
Article 4 Types of benefits
For the purposes of these Procedures and Guidelines, the term "benefits" means any money, gratuity, gift, commission, position, service, preferential treatment, rebate, facilitating payment, entertainment, dining, or any other item of value in whatever form or name.
Article 5 Responsible unit and duties
The Company shall establish a General Administration Office, allocate sufficient resources and appoint appropriate personnel, to be responsible for the amendment, implementation, interpretation, consultation services, reporting registration, record-keeping, and supervision of execution of these Procedures and Code of Conduct, and shall report regularly (at least once annually) to the Board of Directors. Its principal duties include the following:
I.Assisting in incorporating ethical and moral values into the Company’s business strategies, and formulating anti-corruption measures in compliance with laws and regulations to ensure ethical management.
II.Regularly analyzing and assessing risks of dishonest conduct within the business scope, and establishing prevention programs accordingly, including formulating relevant standard operating procedures and codes of conduct for business operations.
III.Planning the internal organization, staffing, and responsibilities, and establishing mechanisms of mutual supervision and checks and balances for operating activities with higher risk of dishonest conduct.
IV.Promoting and coordinating training in ethical policy.
V.Planning the whistleblowing system and ensuring effective implementation.
VI.Assisting the Board of Directors and management in auditing and assessing whether the preventive measures established for ethical management are effectively functioning, and regularly evaluating compliance in relevant business processes and preparing reports.
VII.Producing and properly preserving documented information concerning the ethical corporate management policy, compliance declarations, implementation commitments, and implementation status.
Article 6 Prohibition on Offering or Accepting Improper Benefits
When Company personnel directly or indirectly provide, accept, promise, or request benefits as prescribed in Article 4, except under any of the following circumstances, they shall comply with the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies" and these Procedures and Code of Conduct, and handle in accordance with relevant procedures before proceeding:
I.Conducted for business purposes, during domestic or foreign visits, hosting foreign guests, promoting business, and coordinating communication, in accordance with local etiquette, custom, or practice.
II.Participation in or invitation to normal social activities conducted for social etiquette, business purposes, or fostering relationships.
III.Inviting clients or being invited to specific business activities or plant visits required by business needs, where cost-sharing, number of participants, lodging arrangements, and duration have been clearly stipulated.
IV.Participation in publicly held folk festivals open to the general public.
V.Rewards, assistance, condolences, or relief provided by supervisors.
VI.Provision or receipt of money, property, or other benefits to or from persons other than relatives or frequent friends, or gifts to the majority of Company personnel, in conformity with general social norms or customary etiquette.
VII.Receipt of gifts due to engagement, marriage, childbirth, moving, assumption of office, promotion, retirement, resignation, departure, or injury or death of oneself, spouse, or lineal relatives, in conformity with general social norms or customary etiquette.
VIII.Other circumstances in compliance with Company rules.
Article 7 Procedures for Handling Improper Benefits Received
I.In the event that the personnel of the Company directly or indirectly provides or promises to give benefits specified in Article 4, other than the circumstances described in the preceding Articles, they shall proceed as follows:
(I)If the provider or promisor has no conflict of interest with the personnel’s duties, the personnel shall report to his or her immediate supervisor within three days of receipt, and notify the designated unit if necessary.
(II)If the provider or promisor has a conflict of interest with the personnel’s duties, the benefit shall be returned or refused, and reported to the immediate supervisor and notified to the designated unit; if it cannot be returned, it shall be delivered to the designated unit within three days of receipt for handling.
II. A conflict of interest referred to in the preceding paragraphs means a person under any of the following circumstances:
(I)Those who have business dealings, command and supervision, or reimbursement (award) for expenses.
(II)Those who are seeking, in progress, or have entered into a contracting, trading, or other contractual relationship.
(III)The decision, execution or non-execution of the Company’s business that will be beneficial or detrimental to the situation.
The designated unit shall, depending on the nature and value of the benefit, propose appropriate handling measures such as return, reimbursement, allocation to the Company, donation to a charitable institution, or other appropriate actions, and submit to the General Manager for approval before execution.
Article 8 Prohibition on Facilitation Payments and Handling Procedures
I.The Company shall not provide or promise any facilitation payment.
II.If Company personnel provide or promise facilitation payments under threat or intimidation, the process shall be recorded, reported to their immediate supervisor, and notified to the designated unit.
III.The designated unit shall immediately address the matter, review related circumstances, and reduce the risk of recurrence. Immediately report to the judiciary if any illegal activity is found.
Article 9 Procedures for Handling Political Contributions
When the Company provides political contributions, the following rules shall be observed. After reporting to the Chairperson for approval and notifying the Company’s designated unit, and after approval in accordance with the level of authority, the matter shall be submitted to the Board of Directors for resolution before execution:
I.It shall be confirmed that such contributions comply with the political contribution laws of the recipient’s country, including limits on the amount and forms of contributions.
II.Decision making shall be made in writing.
III.Political contributions shall be recorded in accordance with laws and accounting procedures.
IV.When providing political contributions, the Company shall avoid engaging in commercial dealings, applying for permits, or handling other matters involving the Company’s interests with relevant government agencies.
Article 10 Procedures for Charitable Donations or Sponsorships
When the Company provides charitable donations or sponsorships, the following matters shall be complied with. After submission to the General Manager for approval and notification of the Company’s designated unit, where the amount of a single case reaches NT$3,000,000 (inclusive) or more, it shall be submitted to the Board of Directors for approval before implementation:
I.Shall comply with the laws and regulations of the place of operation.
II.Decision making shall be made in writing.
III.The recipient of a charitable donation shall be a charitable organization, and such donation shall not be made in the guise of bribery.
IV.The benefits obtained from sponsorship shall be clear and reasonable, and the recipient shall not be a counterparty in business dealings with the Company nor a person having an interest with the Company’s personnel.
V.After making a charitable donation or sponsorship, it shall be confirmed that the use of funds is consistent with the donation purpose.
Article 11 Recusal
I.The directors, managers and other stakeholders attending or attending the board of directors of the company have an interest in themselves or the legal person they represent. The Board of Directors shall explain the important content of their interests. If they are harmful to the interests of the Company, they shall not participate in the discussion and voting, and shall recuse themselves during the discussion and voting, and shall not exercise their voting rights on behalf of other directors. Directors should also be self-disciplined and have no choice but to support each other.
II.Where the spouse, a blood relative within the second degree of kinship of a director, or any company which has a controlling or subordinate relation with a director has interests in the matters under discussion in the meeting, such director shall be deemed to have a personal interest in the matter.
III.If the personnel of the Company discover that there is a conflict of interest with themselves or the juristic person they represent when performing the business of the Company, or may enable themselves, spouse, parents, children or their interested parties to receive improper benefits, they shall report the relevant situation to their immediate supervisor and the dedicated unit of the Company, and the supervisor shall provide appropriate guidance.
IV.The personnel of the Company shall not use the Company's resources for any other business activities, and shall not participate in any other business activities other than the Company's business activities, and shall not be affected thereby in their performance at work.
Article 12 Confidentiality Mechanism Organization and Responsibilities
I.The Company shall establish a designated unit responsible for the management, preservation, and confidentiality of the Company’s trade secrets, trademarks, patents, copyrights, and other intellectual property, and shall regularly review the effectiveness of its implementation to ensure ongoing validity.
II.Company personnel shall comply with relevant rules and shall not disclose Company trade secrets, trademarks, patents, copyrights, or other intellectual property obtained through their duties, nor seek or collect such information unrelated to their duties.
Article 13 Prohibition on Unfair Competition
In conducting business, the Company shall comply with the Fair Trade Act and applicable competition laws, and shall not engage in price fixing, bid rigging, limiting production or quotas, or allocating customers, suppliers, territories, or types of business to share or divide markets.
Article 14 Prevention of Harm to Stakeholders from Products or Services
I.The Company shall collect and understand applicable laws and international standards for products and services provided, and summarize and announce points for attention, to ensure transparency and safety of product and service information throughout development, procurement, manufacture, provision, and sale.
II.The Company shall establish and disclose on its website a policy for protection of consumer and stakeholder rights, to prevent direct or indirect harm to their interests, health, or safety.
III.When media reports or sufficient evidence indicate that the Company’s products or services may pose a hazard to consumers or stakeholders, the Company shall in principle recall the batch of products or suspend services immediately, investigate the facts, and propose review and improvement measures.
IV.The designated unit shall report to the Board of Directors on the matter, handling methods, and subsequent review and improvements.
Article 15 Prohibition of Insider Trading and Confidentiality Agreements
I.Company personnel shall comply with the Securities and Exchange Act and shall not engage in insider trading by using undisclosed information obtained, nor disclose such information to others.
II.Institutions or personnel participating in mergers, spin-offs, acquisitions, share transfers, important memoranda, strategic alliances, other business cooperation projects, or important contracts with the Company shall sign confidentiality agreements, undertake not to disclose Company trade secrets or material information obtained, and shall not use such information without Company consent.
Article 16 Compliance with and Declaration of Ethical Corporate Management Policy
I.The Company shall require directors and senior management to sign declarations of compliance with the ethical corporate management policy, and require employees to comply as a condition of employment.
II. The Company shall disclose its ethical corporate management policy in internal regulations, annual reports, the Company website, or other publications, and declare it in external events such as product launches and investor briefings, so that suppliers, customers, and other business counterparts are fully aware of the Company’s philosophy and standards.
Article 17 Ethical Management Evaluation Before Establishing Business Relationships
I.Before establishing business relationships, the Company shall evaluate the legality, ethical management policies, and records of unethical conduct of agents, suppliers, customers, or other business counterparties, to ensure that their business practices are fair, transparent, and free from demands for, offers of, or acceptance of bribes.
II.When conducting the preceding evaluation, the Company may undertake appropriate due diligence procedures to examine its business counterparties with respect to the following matters in order to understand their ethical management status:
(I)The nationality of the enterprise, principal place of business, organizational structure, business policies, and place of payment.
(II)Whether the enterprise has established ethical management policies and the status of their implementation.
(III)Whether the location of the enterprise’s operations is in a country with a high risk of corruption.
(IV)Whether the enterprise operates in an industry with a high risk of bribery.
(V)The long-term operational status and reputation of the enterprise.
(VI)Opinions of the enterprise’s business partners regarding the enterprise.
(VII)Whether the enterprise has records of involvement in bribery, illegal political contributions, or other unethical conduct.
Article 18 Disclosure of Ethical Management Policies to Business Counterparties
During the course of business activities, Company personnel shall explain the Company’s ethical management policies and related rules to counterparties, and shall expressly refuse to directly or indirectly offer, promise, request, or accept any improper benefits in any form or under any name.
Article 19 Avoidance of Transactions with Unethical Counterparties
Company personnel shall avoid engaging in business transactions with agents, suppliers, customers, or other counterparties involved in unethical conduct. Upon discovering that a business partner or counterparty has engaged in unethical conduct, the Company shall immediately terminate business dealings with such party and list it as a prohibited counterparty, in order to implement the Company’s ethical management policies.
Article 20 Stipulation of Ethical Management in Contracts
When the Company enters into contracts with others, it shall fully understand the ethical management status of the other party and include compliance with the Company’s ethical management policies as contractual terms. The contract shall at minimum expressly provide the following:
I.If either party becomes aware of a breach of the contractual terms prohibiting the receipt of commissions, kickbacks or other improper benefits, it shall immediately inform the other party of the identity of such personnel, the manner, amount or other improper benefits offered, promised, demanded or received, provide relevant evidence and cooperate with the other party's investigation.
II.In the event of unethical conducts in business activities by either party, the other party may terminate or cancel the contract at any time unconditionally.
III.Clear and reasonable payment terms shall be stipulated, including the place and method of payment and compliance with applicable tax laws and regulations.
Article 21 Handling of Unethical Conduct by Company Personnel
I.The Company encourages internal and external persons to report unethical or improper conduct. Internal personnel who make false reports or malicious accusations shall be subject to disciplinary action, and dismissal in serious cases.
II.The Company shall establish and announce an independent internal whistleblowing mailbox and hotline on the Company website and intranet, or engage independent external institutions to provide such reporting channels, for use by internal and external persons.
The whistleblower shall provide at least the following information:
(I)The whistleblower’s name and identification number (anonymous reporting is also permitted), and contact information such as address, telephone number, or email.
(II)The name of the reported person or other information sufficient to identify the reported person.
(III) Specific factual evidence available for investigation.
III.The Company shall keep the identity of the whistleblower and the content reported confidential in a written statement by the relevant personnel handling the report, and the Company undertakes to protect the whistleblower from improper disposal as a result of the report.
The Company’s designated unit shall handle whistleblowing matters in accordance with the following procedures:
(I)Where the matter involves general employees, it shall be reported to the department supervisor; where it involves directors or senior executives, it shall be reported to independent directors.
(II)The designated unit and the supervisors or personnel to whom the report is submitted shall promptly ascertain the relevant facts, with assistance from compliance or other relevant departments when necessary.
(III) If the reported person is confirmed to have violated relevant laws or the Company’s ethical management policies and regulations, the reported person shall immediately be required to cease the misconduct, be subject to appropriate disposition, and where necessary, the matter shall be reported to the competent authority, referred to judicial authorities for investigation, or legal proceedings shall be initiated for damages, in order to safeguard the Company’s reputation and rights.
(IV) The acceptance of a report, the investigation process, and the results of the investigation shall be kept in writing and retained for 5 years, which can be retained in electronic means. Before the expiry of the retention period, in case of a lawsuit related to the content of the report, the relevant information shall be kept until the end of the lawsuit.
(V)For the alleged incidents proven to be substantiated, the responsible department of the Company shall review the relevant internal control system and operating procedures, and propose corrective measures to prevent the recurrence of the same behavior.
(VI) The Company’s designated unit shall report the whistleblowing matters, handling methods, and subsequent review and improvement measures to the Board of Directors.
Article 22 Handling of Unethical Conduct by External Parties
Where Company personnel encounter unethical conduct directed against the Company, and such conduct involves illegality, the Company shall notify judicial and prosecutorial authorities of the relevant facts; where public agencies or public officials are involved, the Company shall additionally notify government integrity agencies.
Article 23 Internal Promotion, Establishment of Reward, Penalty, Complaint Systems, and Disciplinary Measures
I.The Company’s designated unit shall periodically conduct internal promotion activities and arrange for the Chairperson, President, or senior management to convey the importance of integrity to directors, employees, and appointees.
II.The Company shall incorporate ethical management into employee performance evaluations and human resources policies, and establish clear and effective reward, penalty, and complaint systems.
III.For serious violations of ethical conduct by Company personnel, the Company shall dismiss or discharge such personnel in accordance with relevant laws or the Company’s personnel regulations.
IV.The Company shall disclose on its intranet the title, name, date of violation, nature of violation, and handling of personnel who violate ethical conduct.
Article 24 Implementation
I.These Procedures and Guidelines shall be implemented upon approval by the Board of Directors and reported to the shareholders’ meeting; the same shall apply in the case of amendments.
II.When these Procedures and Guidelines are submitted to the Board of Directors for discussion, the opinions of independent directors shall be fully considered, and any objections or reservations shall be recorded in the minutes of the Board of Directors meeting; if an independent director cannot attend the Board meeting in person to express objection or reservation, except for justifiable reasons, a written opinion shall be issued in advance and recorded in the minutes of the Board of Directors meeting.
III.These Procedures were established on April 10, 2023.
The 1st amendment was made on January 8, 2025.
Establishment
The Company has established the General Administration Division and equipped it with sufficient resources and appropriate personnel to handle the amendment, implementation, interpretation, consultation services, and filing and record-keeping of reports and related content, supervise implementation, and report to the Board of Directors at least once a year. The establishment, amendment or abolition of the "Ethical Corporate Management Best Practice Principles" and the "Procedures for Ethical Management and Guidelines for Conduct" shall be approved by the Board of Directors.
The Board of Directors of the Company exercises the duty of care of a prudent manager in supervising the prevention of unethical conduct within the Company, to ensure the implementation of the ethical corporate management policy.
Promote
The Company evaluates and continuously monitors the integrity records of its trading partners, and the legal department will incorporate clauses on ethical conduct into contracts signed with important trading partners.
If any unethical behavior is discovered, the Company reserves the right to terminate or rescind the contract at any time without condition.
In order to prevent conflicts of interest, the Company requires Directors, managers and their Related parties to maintain a high level of self-discipline, and to actively disclose any potential conflict of interest between themselves and the Company through meetings, written documents, emails or telephone.
Regarding the proposals discussed and resolved by the Board of Directors, Directors shall automatically state any interests involved in the proposals during the Board meeting, and recuse themselves from voting on such proposals.
The meeting unit shall keep a detailed record of this process in the minutes of the Board meeting.
The Company has established an effective accounting system and internal control system to ensure the implementation of ethical management.
The Audit Office reviews compliance with the aforementioned systems based on the annual audit plan. In addition, the Finance and Accounting Department and the Audit Office communicate with CPAs every year to discuss the accounting system, internal control system, and their implementation status.
Performance of faithful business operations, the differences from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and the reasons therefor.
Procedures for Handling Material Inside Information
Chapter I General Provisions
Article I.(Purpose of these Procedures)
When publishing material information, the Company shall comply with relevant laws, regulations, and the 'Taipei Exchange Rules Governing the Review of Emerging Stocks for Trading on the TPEx' to ensure the timeliness, accuracy, and completeness of the information. Furthermore, the 'Procedures for Verification and Public Disclosure of Material Information' and related Q&As shall be observed as guidelines for compliance
Article II.(Scope of application)
These Procedures shall apply to the following persons, and this Corporation shall urge them to comply with the relevant provisions hereof:
1.The directors and managerial officers of this Corporation, and any natural persons designated to exercise duties on behalf of corporate shareholders pursuant to Paragraph 1, Article 27 of the Company Act, including their spouses, minor children, and those holding shares in the name of others.
2.Shareholders holding more than ten percent (10%) of the shares of this Corporation, including their spouses, minor children, and those holding shares in the name of others.
3.Persons who become aware of this Corporation’s material inside information due to their occupation or relationship of control.
4.Persons who, within six (6) months after losing any of the identities described in the preceding three subparagraphs, are still in possession of such information.
5.Persons who have obtained material inside information from any of the persons described in the preceding four subparagraphs.
Article III.(Scope of material inside information)
Scope of Application:
1.The term "Material Inside Information" as used in these Procedures shall refer to matters prescribed under the "Regulations Governing the Scope of Material Information and the Means of Its Public Disclosure Under Paragraphs 5 and 6 of Article 157-1 of the Securities and Exchange Act." This encompasses information relating to the Company's finances, businesses, or the market supply and demand of such securities, tender offers, or information that significantly affects the Company’s ability to pay principal or interest, the specific content of which has a material impact on the price of the Company’s shares, or a critical impact on the investment decisions of a reasonably prudent investor.
2.In the event that the Company lists its shares on the Taiwan Stock Exchange (TWSE) or the Taipei Exchange (TPEx) in the future, "Material Inside Information" shall additionally include any material information as defined under the "Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities" and the "Taipei Exchange Procedures for Verification and Disclosure of Material Information of Companies with TPEx Listed Securities."
3.When any applicable person specified under Article III actually becomes aware of any material inside information defined herein, such person shall not—upon the information becoming concrete and prior to its public disclosure, or within eighteen (18) hours after its public disclosure—purchase or sell, on their own account or in the name of another, shares of the Company that are listed on the stock exchange or traded at business places of securities firms, or any other securities of an equity nature. Any violation of this provision shall constitute Insider Trading.
Article IV. (Responsible unit in charge of the handling of material inside information)
The General Management Office shall be the dedicated unit responsible for handling the Company's material inside information, and its functions and duties are as follows:
1.Responsible for drafting and amending the draft of these Procedures.
2.Responsible for handling consultations, reviews, and providing recommendations regarding the operational procedures for handling material inside information.
3.Responsible for handling reports regarding leaks of material inside information and drafting response strategies.
4.Responsible for establishing the retention system for all documents, files, electronic records, and other materials related to these Procedures.
5.Other matters related to these Procedures.
Chapter II: Security and Confidentiality Procedures for Material Inside Information
Article V. (Confidentiality firewall operations - Personnel)
1.This Corporation's directors, supervisors, managerial officers, and employees shall exercise due care and the fiduciary duty of a good administrator, act in good faith when performing their duties, and sign confidentiality agreements.
2.Directors, managerial officers, and employees who possess material inside information of the Company shall not disclose such information to others. Furthermore, insiders are prohibited from trading securities using non-public information in the market. This includes, but is not limited to, the restriction that directors shall not trade their shares during the blackout periods of thirty (30) days prior to the publication of the annual financial reports and fifteen (15) days prior to the publication of each quarterly financial report.
3.Directors, managerial officers, and employees of the Company shall not inquire about or collect undisclosed material inside information from any person possessing such information, unless it is directly related to their individual job duties. Anyone who becomes aware of undisclosed material inside information of the Company for reasons other than the performance of their duties shall likewise not disclose it to others.
Article VI.(Confidentiality firewall operations - Documents and information)
1.Proper protection of confidentiality shall be given to files and documents containing this Corporation's material inside information when they are delivered in written form. When such information is transmitted by e-mail or other electronic means, appropriate security technology, such as encryption or electronic signatures, shall be used.
2.Files and documents containing this Corporation's material inside information shall be backed up and stored in a secure location and, unless otherwise required by laws or regulations, shall be preserved for at least five (5) years.
Article VII. (Operation of confidentiality firewalls)
This Corporation shall ensure that the firewalls specified in the preceding two articles are established, and take the following additional steps:
1.Adopt adequate control measures for the firewalls and perform periodic testing.
2.Enhance measures for custody and maintaining the secrecy of files and documents containing non-public material and inside information of this Corporation.
Article VIII. (Confidentiality obligations of outside organizations and persons)
Any organization or person outside of this Corporation that is involved in any corporate action of this Corporation relating to a merger or acquisition, major memorandum of understanding, strategic alliance, other business partnership plans, or the signing of a major contract shall be required to sign a confidentiality agreement, and may not disclose to another party any material inside information of this Corporation's thus acquired.
Chapter III: Disclosure Procedures for Material Inside Information
Article IX. (Principles of disclosure of material inside information)
This Corporation shall comply with the following principles when making external disclosures of material inside information:
1.The information disclosed shall be accurate, complete, and timely.
2.There shall be a well-founded basis for the disclosure of information.
3.The information shall be disclosed fairly.
Article X. (Implementation of the spokesperson system)
1.Any disclosure of this Corporation's material inside information, except as otherwise provided by law or regulation, shall be made by this Corporation's spokesperson, or by a deputy spokesperson acting in such capacity, in a confirmed sequential order. When necessary, the disclosure may be made directly by a responsible person of this Corporation.
2.This Corporation's spokesperson or deputy spokesperson shall communicate to outside parties only information within the scope authorized by this Corporation, and no personnel of this Corporation other than those serving as this Corporation's responsible person, spokesperson, or deputy spokesperson may disclose any material inside information of this Corporation to outside parties without authorization.
Article XI. (Assessment Procedures for the Publication of Material Information)
When a major decision resolved by the Company or a significant event occurred falls within the scope under Article 4, Paragraph 2, the responsible unit shall fill out the "Application Form for the Publication of Material Information" and the "Assessment and Checklist for Material Information" on the date of occurrence of the event. Upon receiving sign-off and approval in accordance with the authorized delegation of authority, the material information shall be published prior to the statutory deadline prescribed by laws and regulations.
Article XII. (Record of disclosure of material inside information)
1.The General Management Office of the Company shall be the dedicated unit for material information, responsible for the assessment, review, submission for approval, and publication of material information. Except in cases of emergencies, non-business hours, or force majeure events where submission for approval may be conducted electronically, the "Application Form for the Publication of Material Information" and the "Assessment and Checklist for Material Information" shall be recorded in writing and executed in accordance with the authorized delegation of authority. If the assessment or submission for approval is conducted electronically, it shall subsequently be archived as a written document. The aforementioned assessment records, approval documents, and relevant materials shall be retained for at least five (5) years.
2.The Company shall retain the following records upon the publication of material information:
(1) The contents of disclosure and assessment.
(2) The signatures or seals, dates, and times of the personnel who assessed, reviewed, and finalized the approval.
(3) The contents of the published material information and the applicable statutory or regulatory basis.
(4) Other relevant information.
Article XIII. (Response to false media coverage)
If a media agency releases information that is in any respect inconsistent with material information disclosed by this Corporation, this Corporation shall promptly issue a clarification on the Market Observation Post System (MOPS) and request the media agency to correct the information.
Chapter IV: Handling of Exceptional Situations
Article XIV. (Reporting of unusual events)
1.Any director, supervisor, managerial officer, or employee of this Corporation that becomes aware of any unauthorized disclosure of this Corporation's material inside information shall report to the responsible unit and the internal audit department of this Corporation as soon as practicable.
2.Upon receipt of a report made pursuant to the preceding paragraph, the responsible unit shall formulate corresponding measures. When necessary, it may invite members from internal audit and other departments to meet to discuss the measures, and shall keep a record of the results for future reference. The internal auditors shall also perform such audits as their duties may require.
Article XV. (Disciplinary measures)
This Corporation shall take measures to discover those responsible and take appropriate legal action against any personnel under either of the following circumstances:
1.Personnel of this Corporation disclose material inside information without authorization to any outside party, or otherwise violate these Procedures or any other applicable law or regulation.
2.A spokesperson or deputy spokesperson of this Corporation communicates to any outside party any information beyond the scope authorized by this Corporation, or otherwise violates these Procedures or any other applicable law or regulation.
If any person outside this Corporation divulges any material inside information of this Corporation, thereby causing damage to any property or interest of this Corporation, this Corporation shall pursue appropriate measures to hold the person divulging the information legally liable.
Chapter V: Internal Control Operations and Internal Education and Training
Article XVI. (Internal controls)
These Procedures shall be incorporated into this Corporation's internal control system. The internal auditors shall regularly keep themselves informed of the status of compliance with these Procedures and shall prepare related audit reports to ensure full implementation of the procedures for handling material inside information.
Article XVII. (Awareness campaigns)
At least once per year, this Corporation shall conduct educational campaigns to raise awareness among all directors, supervisors, managerial officers, and employees regarding these Procedures and related laws and regulations.
This Corporation shall also provide educational campaigns to new directors, supervisors, managerial officers, and employees in a timely manner.
Chapter VI Supplementary Provisions
Article XVIII. These Procedures, and any amendments to them, shall be implemented upon approval by the board of directors.
These Procedures were established on December 19, 2022.
The 1st amendment was made on March 29, 2024.
The 2nd amendment was made on October 15, 2024.
一. To establish a sound internal mechanism for handling and disclosing material information and to prevent improper leakage of information, the Company conducts annual training on insider trading laws and regulations for directors, executive officers, and employees at least once a year. (Refer to the Integrity Management training mentioned above.)
二. Additionally, newly appointed directors and executive officers receive guidance on insider trading and insider shareholding regulations as promulgated by the OTC Exchange.
三. Furthermore, the Company sends reminders to directors 30 days before the annual financial report disclosure and 15 days before quarterly financial report disclosures, cautioning them against trading Company shares during blackout periods.
Intellectual Property Management Plan
To ensure effective management and protection of the Company’s intellectual property rights, and in alignment with the Company’s business and strategic considerations, the following Intellectual Property Management Plan has been formulated:
Trade Secret Protection Measures
(1) Access Control Management: All employees are equipped with access cards or fingerprint recognition for secure entry.
(2) Information Security Management: All computer devices require login via individual employee accounts and passwords, which must be changed regularly.
(3) Departmental Dedicated Spaces: Each department is assigned its own physical and virtual file storage areas, independently managed and utilized by the respective departments. Physical keys must be securely kept; virtual spaces have read/write permissions set accordingly.
(4) Confidentiality Awareness Promotion: Conducted through thematic sessions to ensure all personnel understand trade secret protection and effectively promote legal compliance awareness.
(5) Confidentiality Clauses in Employment Contracts: The Company’s labor contracts include confidentiality agreements, supported by internal management policies for enforcement.
(6) Information Security Management Measures: The Company has established policies for information security and confidential data management, which are duly implemented.
(7) Confidentiality Agreements with Business Partners: Non-disclosure agreements or confidentiality clauses are signed to ensure all parties adhere to confidentiality obligations during business cooperation.
(8) Standardized Confidentiality Agreement Templates: Both Chinese and English versions are maintained and updated annually in accordance with operational changes and regulatory developments.
(9) Annual Review and Improvement: The Company conducts annual reviews of trade secret protection measures and continuously implements improvements.
Patent and Trademark Management
(1)When the Company requires obtaining patent or trademark rights for business or strategic reasons, applications are submitted by the intellectual property unit after internal approval in accordance with internal controls. This may be done directly or through authorized agents to domestic and international patent/trademark authorities. Activities include application filing, searches, and infringement analysis to minimize patent infringement risks.
(2)Personnel regularly monitor domestic and international patent laws and regulations, participate in relevant seminars and training, and consult with professional firms to continually review and improve practices.
Copyright Management
(1)The Company clearly stipulates ownership of copyrights for any potentially generated works. Contracts with collaborators or commissioned vendors include obligations not to infringe others’ copyrights or to ensure lawful authorization for usage.
(2)The IT department regularly audits software and database usage to ensure proper licensing from vendors.
(3)Annual reviews of copyright protection measures are conducted to continuously assess and enhance protections.
Company’s Current Intellectual Property Portfolio:
Trademarks: As of June 23, 2026, the Company has successfully registered trademarks
in Taiwan (2), Vietnam (2), Thailand (2), and Malaysia (1).
Patents: As of June 23, 2026, the Company holds invention patents as follows:
Taiwan (24), China (14), Japan & South Korea (8), United States (7), and Europe (6).
Compensation Policy for Directors and Executive Officers
The Company has established the “Remuneration Policy for Directors and Executive Officers”,which is strictly adhered to in all implementations. Any amendments to this policy or adjustments to the remuneration granted to directors or executive officers must be approved by the Remuneration Committee and the Board of Directors.
Individual responsibilities of executive officers are defined with specific performance indicators (such as financial performance, strategic goals, ESG achievements, risk indicators, etc.). The General Management Office provides assessment metrics for each executive, which are reviewed by the Chairman and then submitted to the Remuneration Committee and the Board of Directors for discussion and approval.
Articles of Incorporation
When the Company reports a profit for the fiscal year, no less than 2% shall be allocated as employee compensation (with at least 1% designated for distribution to frontline employees), and no more than 5% shall be allocated as directors’ remuneration. However, if the Company has accumulated losses, a reserve must first be set aside to cover such deficits.
Employee compensation may be paid in the form of cash or stock and may be distributed to both the Company’s employees and employees of subsidiaries who meet certain eligibility criteria.
The above distributions shall be implemented by a special resolution of the Board of Directors and reported to the shareholders’ meeting.
Employee Compensation
The Company complies with the Labor Standards Act and relevant regulations. Employee compensation is reviewed annually based on work performance, and bonuses are awarded according to individual performance results.