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Corporate Governance Operation

Andes Technology has always adhered to the six core values of integrity and respect, courage and reflection, customer orientation, continuous learning, innovative thinking, and teamwork as the highest principles of operation. We strictly prohibit corruption and any form of fraudulent behavior. Suppose you discover any suspicious acts of corruption or fraud by Andes Technology employees. In that case, we encourage you to report it, and it will be handled carefully by the Headquarters Management Office.

Reportable Matters

These include but are not limited to the following:

  1. Accepting kickbacks or other improper benefits from suppliers or customers.
  2. Taking advantage of one’s position or identity, directly or indirectly, for personal gain or other fraudulent activities.
  3. Bribing government officials.
  4. Misappropriating assets or embezzling company property.
  5. Misappropriating or stealing company equipment or property.

Essential Information for Reporting

  1. Your relationship with Andes Technology (vendor, customer, other).
  2. Identification of Andes Technology personnel or third-party individuals involved in the report (name, department; if involving third-party individuals, provide their names and companies).
  3. Approximate time of the incident.
  4. All details or any valuable information related to the case.
  5. Name and contact information (name: anonymous reporting is accepted; contact information: phone and email).

Methods of Reporting

You can use any of the following methods to report:

  1. Phone reporting: (886)-3-5726533, Audit Department.
  2. Email reporting: er@andestech.com (automatically forwarded to General Manager).
  3. Mail reporting: Audit Department, 10th Floor, No. 1, Section 3, Gongdao 5th Road, East District, Hsinchu City.

Whistleblower Protection System

Our company maintains strict confidentiality and records of the acceptance of whistleblower cases, whistleblower identities, investigation processes, results, and related documents. Whistleblowers are protected from any improper measures or actions resulting from their whistleblowing.

The Finance Department serves as the secretariat of the Board of Directors and is responsible for corporate governance-related matters. The head of the Finance Department has at least three years of experience in managing financial and equity matters in publicly listed companies. The responsibilities of the Finance Department in corporate governance-related affairs are as follows:

  1. Drafting the agenda for board meetings, notifying board members, preparing board meeting materials, completing board meeting minutes, and distributing them to board members.
  2. Reviewing the disclosure of significant information.
  3. Conducting annual training for board members.
  4. Managing board and key personnel liability insurance.
  5. Preparing materials for investor relations activities.
  6. Organizing shareholder meetings and handling related announcements.
  7. Managing company registration changes.
  8. Arranging separate meetings between independent directors and the auditors.

Our company considers intellectual property as one of the most important assets and is committed to protecting intellectual property rights and establishing sound management systems and regulations. We ensure that our core technologies are protected by relevant intellectual property laws and strictly prohibit the use of illegal or unauthorized software. Through efficient intellectual property management, we aim to maximize benefits for the company and its shareholders.

We have an Intellectual Property and Legal Affairs Department responsible for handling legal and intellectual property cases, as well as managing and assisting with company risks.

In recent years, we have actively promoted an Intellectual Property Management Program, which includes patent management guidelines, measures to prevent patent infringement lawsuits and procedures for reporting and handling patent infringements. This has established a systematic patent intellectual property management system. For more information, please refer to the Intellectual Property Management Program.

Implementation Status

  1. The company regularly reports intellectual property-related matters to the Board of Directors on an annual basis. The most recent report was submitted on November 9, 2022.

  2. Company’s Intellectual Property Achievements As of October 2022, the total number of patents granted to our company worldwide has reached 82.

Integrity is the foundation and core value of our business. In order to strengthen corporate governance and risk management, our company has established the “Code of Conduct” and “Ethical Behavior Guidelines,” which clearly state that directors, managers, employees, and appointees should comply with legal regulations and prevent unethical behavior. We aim to cultivate a corporate culture of integrity and foster healthy development by providing a framework for good business practices.

Implementation Status
To ensure that all employees are well-informed and abide by the principles of integrity management, we include the content of ethical behavior guidelines and the code of conduct in the training programs for new employees. In the year 2022, a total of 114 employees received training for a total of 57 hours, covering the concepts of the rule of law. New employees are required to sign a confidentiality agreement, which includes provisions on confidentiality obligations, intellectual property rights ownership, and anti-counterfeiting clauses.
During the year 2022, there were no reported incidents or complaints regarding violations of ethical conduct or engagement in any unlawful activities by the company or its employees.

To prevent directors, managers, and employees of The Company from inadvertently violating regulations related to insider trading and to establish a robust internal handling and disclosure mechanism for material nonpublic information, thereby avoiding improper information leakage and ensuring the consistency and accuracy of The Company’s public disclosures, we have developed the “Internal Handling Procedure for Material Nonpublic Information.” The relevant guidelines have been disclosed on The Company’s website.

Implementation Status

  1.  In addition to regularly providing the latest regulatory correspondence from supervisory authorities in the monthly notification to insiders regarding changes in their shareholdings, The Company also adheres to the “Corporate Governance Best Practices Guidelines.” Before each quarterly board meeting, an email reminder is sent to insiders, notifying them that trading in their stocks is prohibited during a closed period of thirty days before the annual financial report announcement and fifteen days before each quarterly financial report announcement.
  2. Regular education and awareness campaigns on insider trading prevention are conducted for current managers and new employees. The training covers topics such as insider trading regulations, prevention measures, identification of material information, case studies of violations, and legal responsibilities. The training materials are made available in shared areas for employees’ reference. In the year 2022, a total of 36 individuals received training for a total of 15 hours.
  3.  Representatives from The Company attend online awareness sessions organized by the securities regulatory authority to gain a deeper understanding of insider trading regulations and practices.