Article 1
Based on the principles of fairness, honesty, integrity, and transparency, the Company conducts business activities. To implement the integrity management policy and actively prevent dishonest conduct, and pursuant to the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" and the laws and regulations of the jurisdictions where the Company and its group enterprises and organizations operate, this Operating Procedure and Code of Conduct is established to specify matters Company personnel should observe when performing duties. The scope of this Procedure and Code of Conduct applies to the Company’s subsidiaries, foundations to which the Company directly or indirectly contributes more than fifty percent of funds, and other group enterprises or organizations with substantial control.
Article 2
“Company personnel” as used in this Procedure and Code of Conduct refers to the directors, supervisors, managers, employees, appointees, and persons with substantial control of the Company and its group enterprises and organizations.
If Company personnel obtain, promise, request, or accept any improper benefit through a third party, such conduct shall be presumed to have been carried out by the Company personnel.
Article 3
“Dishonest conduct” as used in this Procedure and Code of Conduct refers to circumstances where Company personnel, in the course of performing business, in order to obtain or retain benefits, directly or indirectly provide, accept, promise, or request any improper benefits, or engage in other conduct that violates integrity, the law, or fiduciary duties.
The targets of the preceding paragraph include public officials, political candidates, political parties or party officials, as well as any public or private enterprises or organizations and their directors, supervisors, managers, employees, persons with substantial control, or other stakeholders.
Article 4
“Benefits” as used in this Procedure and Code of Conduct refer to money, gifts, presents, commissions, positions, services, preferential treatment, rebates, facilitation payments, hospitality, entertainment, or any other items of value in any form or under any designation.
Article 5
The Company designates the Office of the General Manager as the responsible unit (hereinafter the "Responsible Unit") to handle revision, execution, interpretation, advisory services, reporting, filing, and supervision related to this Procedure and Code of Conduct. The Responsible Unit shall be primarily responsible for the following matters and shall report to the Board of Directors regularly:
Assist in integrating integrity and ethical values into the Company’s business strategy and, in coordination with laws and regulations, establish anti-fraud measures to ensure integrity management.
Regularly analyze and assess risks of dishonest conduct within the business scope, establish prevention programs accordingly, and set related standard operating procedures and conduct guidelines within each program.
Plan internal organization, staffing, and responsibilities, and establish mutual oversight and checks-and-balances mechanisms for business activities with higher risks of dishonest conduct.
Promote and coordinate integrity policy education and training.
Plan a whistleblowing system to ensure its effectiveness.
Assist the Board and management in auditing and evaluating whether the preventive measures established for integrity management operate effectively, and regularly evaluate compliance of relevant business processes and produce reports.
Prepare and properly preserve documentation related to integrity management policies, declarations of compliance, commitments, and records of implementation.
Article 6
When Company personnel directly or indirectly provide, accept, promise, or request benefits as defined in Article 4, except under the following circumstances, such actions shall comply with the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" and this Procedure and Code of Conduct and must be handled according to relevant procedures prior to execution:
Actions taken for business needs during domestic or overseas visits, guest reception, business promotion, or communication and coordination, carried out in accordance with local courtesies, practices, or customs.
Participation in or invitation to normal social events held for social custom, business purposes, or relationship-building.
Invitations of clients or being invited to specific business events, factory tours, etc., where the cost allocation method, number of participants, accommodation level, and duration are clearly specified.
Participation in publicly held folk festival activities open to the general public.
Rewards, relief, condolences, or tokens of appreciation from supervisors.
Provision or acceptance of money, property, or other benefits from persons who are not relatives or frequent acquaintances, or gifts given to a majority of Company personnel, provided they conform to general social norms or customary practices.
Acceptance of gifts in connection with engagement, marriage, childbirth, relocation, taking office, promotion, retirement, resignation, departure from service, or illness/injury/death of oneself, spouse, or immediate family, provided they conform to general social norms or customary practices.
Other circumstances that conform to Company regulations.
Article 7
When Company personnel are offered or promised benefits as defined in Article 4 by others, except for circumstances listed in the preceding article, they shall handle the matter according to the following procedures:
If the offeror or promisor has no official interest relation with the recipient, the recipient shall report to their direct supervisor within three days of receipt, and notify the Responsible Unit if necessary.
If the offeror or promisor has an official interest relation with the recipient, the recipient shall return or refuse the offer and report to their direct supervisor and notify the Responsible Unit; if returning is not possible, the recipient shall, within three days of receipt, hand the item to the Responsible Unit for handling.
The "official interest relation" referred to in the preceding paragraph means any of the following:
Having a commercial relationship, supervisory/command relationship, or relation involving expense subsidies (or rewards).
Seeking, negotiating, or having entered into contracting, purchasing, or other contractual relations.
Other circumstances where decisions, execution, or non-execution of Company business would result in favorable or unfavorable impact.
The Responsible Unit shall, based on the nature and value of the benefit in the first paragraph, propose actions such as returning, paying to receive, turning over to the Company, donating to charity, or other appropriate suggestions, and execute upon approval by the General Manager.
Article 8
The Company shall not provide or promise any facilitation payments.
If Company personnel provide or promise facilitation payments due to threats or coercion, they shall record the process, report to their direct supervisor, and notify the Responsible Unit.
Upon receiving such notice, the Responsible Unit shall immediately handle the matter and review related circumstances to reduce the risk of recurrence. If unlawful conduct is found, the Responsible Unit shall immediately notify judicial authorities.
Article 9
The Company may make political donations only after reporting to and obtaining approval from the General Manager and notifying the Responsible Unit, and shall handle such donations in accordance with the following provisions:
Confirm compliance with the political donation laws and regulations of the recipient's country, including limits and acceptable forms of donations.
Decisions shall be recorded in writing.
Political donations shall be accounted for in accordance with applicable laws and accounting procedures.
When providing political donations, avoid engaging in business dealings, permit applications, or other matters involving Company interests with government-related agencies.
Article 10
The Company may provide charitable donations or sponsorships only after reporting to and obtaining approval from the General Manager and notifying the Responsible Unit, and shall handle them in accordance with the following:
Comply with laws and regulations of the place of operation.
Decisions shall be recorded in writing.
Recipients of charitable donations shall be charitable organizations and not used as a disguised means of bribery.
Any return or benefit obtained from the sponsorship shall be clear and reasonable and shall not be an entity with business dealings with the Company or persons related to Company personnel.
After donations or sponsorships, confirm that the flow of funds is consistent with the donation purpose.
Article 11
If a director, manager, or other stakeholder attending or present at a Board meeting has a material interest in a matter before the Board that affects the director or the legal person they represent, the director shall state the important content of the interest at that Board meeting; if such interest may harm the Company’s interests, the director shall not participate in discussion or voting, shall recuse from discussion and voting, and shall not represent other directors to exercise voting rights. Directors shall also self-regulate and not improperly support one another.
If the director’s spouse, relatives within the second degree by blood, or a company controlled or subordinated to the director has an interest in the matter in the preceding paragraph, such interest shall be deemed the director’s personal interest in that matter.
If Company personnel discover an actual or potential conflict of interest between themselves (or the legal person they represent) and matters involving the Company, or potential situations where themselves, spouse, parents, children, or related stakeholders may obtain improper benefits, they shall report such matters to their direct supervisor and the Responsible Unit simultaneously, and the direct supervisor shall provide appropriate guidance.
Company personnel shall not use Company resources for commercial activities outside the Company, nor allow participation in external commercial activities to affect their job performance.
Article 12
The Company shall establish a dedicated unit to formulate and implement management, preservation, and confidentiality procedures for trade secrets, trademarks, patents, copyrights and other intellectual property, and shall regularly review implementation results to ensure the continued effectiveness of such procedures.
Company personnel shall strictly comply with the intellectual property procedures mentioned above, shall not disclose Company trade secrets, trademarks, patents, copyrights or other intellectual property to others, and shall not inquire into or collect Company trade secrets, trademarks, patents, copyrights or other intellectual property unrelated to their duties.
Article 13
In conducting business activities, the Company shall comply with the Fair Trade Act and related competition laws and regulations, and shall not fix prices, manipulate bids, restrict production or quotas, or share or divide markets by allocating customers, suppliers, operating areas, or types of business.
Article 14
The Company shall collect and understand laws, regulations, and international standards applicable to the products and services it provides, compile matters that require attention, and publish them so that Company personnel ensure information transparency and safety in the research, procurement, manufacturing, provision, or sale of products and services.
The Company shall establish and publish on its website a policy for protecting the rights and interests of consumers or other stakeholders to prevent products or services from directly or indirectly harming stakeholders’ rights, health, or safety. If media reports or facts indicate that the Company’s products or services may endanger consumer or stakeholder safety or health, the Company shall, in principle, recall the batch of products or suspend the service, investigate the facts, and propose corrective measures.
The Responsible Unit shall report such incidents, the handling approach, and subsequent corrective measures to the Board of Directors.
Article 15
Company personnel shall comply with securities regulations, shall not use material nonpublic information to engage in insider trading, and shall not disclose such information to others to prevent others from engaging in insider trading.
Other institutions or persons involved in the Company’s mergers, divisions, acquisitions, share transfers, major memoranda, strategic alliances, other business cooperation plans, or important contracts shall sign confidentiality agreements with the Company, undertake not to disclose Company trade secrets or other material information learned to others, and shall not use such information without Company consent.
Article 16
The Company shall require directors and senior management to issue declarations of compliance with integrity management policies and require employees to comply with integrity management policies as a condition of employment.
The Company shall disclose its integrity management policies in internal regulations, annual reports, the corporate website, or other publications, and shall declare such policies at product launches, investor briefings, and other external events so that suppliers, customers, and other business-related organizations and personnel can clearly understand the Company’s integrity management principles and rules.
Article 17
Before establishing commercial relationships with others, the Company shall evaluate the legality, integrity management policies, and any records of dishonest conduct of agents, suppliers, customers, or other counterparties to ensure their business practices are fair, transparent, and do not request, provide, or accept bribes.
In carrying out the foregoing evaluation, the Company may perform appropriate due diligence procedures to review the following items to understand the counterparty’s integrity status:
The enterprise’s country, place of operation, organizational structure, management policies, and payment locations.
Whether the enterprise has adopted integrity management policies and the state of their implementation.
Whether the enterprise’s place of operation is in a country with high corruption risk.
Whether the enterprise’s business is in an industry with high bribery risk.
The enterprise’s long-term operating status and reputation.
Consult opinions of the enterprise’s business partners about that enterprise.
Whether the enterprise has records of bribery or illegal political donations or other dishonest conduct.
Article 18
When engaging in business activities, Company personnel shall inform counterparties of the Company’s integrity management policies and related rules and shall explicitly refuse to directly or indirectly provide, promise, request, or accept any form or designation of improper benefits.
Article 19
Company personnel shall avoid conducting business transactions with agents, suppliers, customers, or other counterparties involved in dishonest conduct. Upon discovering that a business partner or collaborator has engaged in dishonest conduct, the Company shall immediately cease business dealings with such party and list them as a refused counterparty to implement the Company’s integrity management policy.
Article 20
When the Company enters into contracts with others, it shall fully understand the counterparty’s integrity status and include compliance with the Company’s integrity management policy as a contractual clause. At minimum, contracts should specify the following:
If either party becomes aware that personnel have violated contractual clauses prohibiting receipt of commissions, kickbacks, or other improper benefits, that party shall immediately inform the other party of such personnel’s identity, the manner of provision, promise, request, or receipt, the amount, or other improper benefits, provide relevant evidence, and cooperate with investigations. If a party suffers damage as a result, it may claim damages from the other party and deduct the amount from contract payments due.
If either party is involved in dishonest conduct during business activities, the other party may unconditionally terminate or rescind the contract at any time.
Establish clear and reasonable payment terms, including payment location, method, and compliance with applicable tax regulations.
Article 21
The Company encourages internal and external persons to report dishonest or improper conduct and, depending on the severity of the report, may provide rewards or discretionary bonuses. Internal personnel who make false reports or malicious allegations shall be subject to disciplinary action, and in severe cases, dismissal.
Personnel handling reports shall issue written declarations to keep the reporter’s identity and report content confidential, and the Company commits to protecting reporters from improper treatment due to reporting.
The Responsible Unit shall handle reports according to the following procedures:
Reports involving general employees shall be submitted to the department head; reports involving directors or senior management shall be submitted to the independent directors.
The Responsible Unit and the relevant supervisor or personnel receiving the report shall promptly ascertain the facts, and regulatory compliance or other related departments shall provide assistance when necessary.
If the accused is found to have violated applicable laws, Company integrity policies, or rules, the accused shall be immediately required to cease the related conduct and appropriate measures shall be taken; if necessary, the matter shall be reported to competent authorities, referred to judicial authorities for investigation, or legal action shall be taken to claim damages to protect the Company’s reputation and rights.
Records of report acceptance, investigation process, and results shall be kept in writing and preserved for five years, which may be retained electronically. If litigation related to the report arises before the retention period expires, relevant materials shall be retained until the litigation concludes.
For substantiated reports, the responsible Company units shall review related internal control systems and operating procedures and propose corrective measures to prevent recurrence.
The Responsible Unit shall report the report details, handling approach, and subsequent corrective measures to the Board of Directors.
Article 22
If Company personnel discover others engaging in dishonest conduct against the Company and such conduct involves unlawful matters, the Company shall notify judicial or prosecutorial authorities; if the conduct involves government agencies or public servants, the Company shall also notify governmental anti-corruption agencies.
Article 23
The Responsible Unit shall hold internal promotional activities from time to time and arrange for the Chairman, General Manager, or senior management to communicate the importance of integrity to directors, employees, and appointees.
If Company personnel commit serious violations of integrity, the Company shall dismiss or remove them in accordance with applicable laws or Company personnel rules.
Article 24
This Procedure and Code of Conduct shall be adopted by the Board of Directors and submitted to the Shareholders’ Meeting for report; the same applies to amendments.
When this Procedure and Code of Conduct is submitted to the Board for discussion, the views of each independent director shall be fully considered, and any dissenting or reserved opinions of independent directors shall be recorded in the minutes of the Board; if an independent director cannot attend the Board meeting to express dissent or reservation in person, except for justified reasons, they shall provide a written opinion in advance to be recorded in the minutes.
This Procedure and Code of Conduct was adopted on July 27, 2023 (ROC Year 112).
