Ethical Management Practices
2025.12.23 Resolution by the board of directors
| Evaluation Item | Implementation status | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|
| I.Establishment of ethical corporate management policy and approaches | ||
| (I)Did the company establish an ethical corporate management policy that was approved by the Board of Directors, and declare its ethical corporate management policy and methods in its regulations and external documents, as well as the commitment of its Board and management to implementing the management policies? | (I)The Company has a “Code of Ethical Operation” established by the Board of Directors, which applies to the companies and organizations in our group. It is strictly implemented in our internal management and external business activities. | No difference |
| (II)Whether the Company has established an assessment mechanism for the risk of unethical conduct; regularly analyzes and evaluates, within a business context, the business activities with a higher risk of unethical conduct; has formulated a program to prevent unethical conduct with a scope no less than the activities prescribed in Article 7, paragraph 2 of the Ethical Corporate Management Best Practice Principles for TWSE/TPE Listed Companies? | (II)The corporate group and organizations of this company shall execute the following matters in accordance with the relevant articles and operational procedures stipulated in the company’s “Code of Ethical Corporate Management”. | No difference |
| (III)Has the Company established policies to prevent unethical conduct, with clear statements regarding relevant procedures, conduct guidelines, punishments for violation, and rules for appeal, and does the Company regular review such policies? | (III)To establish a sound integrity management system, the company has set up a dedicated unit under the Board of Directors, which is the Chairman’s Office. This unit is allocated sufficient resources and competent personnel, responsible for formulating and supervising the implementation of integrity management policies and prevention plans. Its main duties include regularly (at least once a year) reporting to the Board of Directors. | No difference |
| II.Implementation of EthicalCorporate Management | ||
| (I)Does the Company evaluate business counterparty’s ethical records and include ethicsrelated clauses in business contracts? | (I)Contracts signed between the Company and suppliers or manufacturers are performed in good faith. Generally, there are provisions in place that prohibit the receiving of kickbacks. | No difference |
| (II)Has the Company set up a dedicated unit to promote ethical corporate management under the Board of Directors, and does it regularly (at least once a year) report to the Board of Directors on its ethical corporate management policy and program to prevent unethical conduct and monitor their implementation? | (II)The company has established a Chairman’s Office, subordinate to the Board of Directors, as a dedicated (full-time or part-time) unit to promote corporate integrity and ethical management. This unit regularly reports its execution status to the Board of Directors. When promoting managers and hiring employees, the company prioritizes and considers their integrity records as a key point in the selection process. On December 23, 2025, the Board of Directors has completed the integrity management execution report for the year 2025. | No difference |
| (III)Has the Company formulated policies on preventing conflicts of interest, provided adequate channels of declaration, and implemented them? | (III)The Company has a “Code of Ethical Operation” and “Code of Moral Conduct” to prevent conflicts of interest and avoid personal gain. If the directors or their legal representatives have a stake in the motions set forth by the Board of Directors, the shall disclose the nature of their interest and not be included in the related discussion or vote on the said motion, or represent other directors in exercising their voting rights. |
No difference |
| (IV)Has the Company established an effective accounting system, internal control system to put ethical corporate management into practice? The internal audit unit shall draw up the relevant audit plan to audit the compliance of the prevention programs for unethical conduct according to the risk valuation results of the unethical conduct, or audited by CPAs? | (IV)The accounting system of the Company is based on the Securities and Exchange Act, the Company Act, the Business Entity Accounting Act, the Regulations Governing the Filing of Financial Reports by Public Companies, and other relevant legislation, then devised according to the actual situation of the company’s business; the internal control system is based on the “Regulations Governing the Establishment of Internal Control Systems by Public Companies” and other relevant regulations, which are all thoroughly implemented. The audit department also regularly examines the status of the accounting system and internal control system and reports to the Board of Directors. | No difference |
| (V)Does the Company regularly hold internal and external educational training on ethical corporate management? | (V)The Company regularly conducts advocacy activities and training on ethical management, organized by the corporate governance officer. | No difference |
| III.Operation of whistleblowing system | ||
| (I)Does the company establish concrete whistleblowing and reward system and have a convenient reporting channel in place, and assign an appropriate person to communicate with the accused? | (I)Channels for submitting complaints, inquiries, and reports have been established on the Company’s website, including a mailing address, a complaint mailbox, and a dedicated reporting hotline. The reporting channels are as follows: 1.Mailing Address: 4F, No.32, Section 1, Huan Shan Road, Nei Hu District, Taipei City 11442, Taiwan (R.O.C) 2. Mailbox: corpinfo@promate.com.tw 3. Reporting Hotline: 02-2659-0303, connect to the Administrative Management Department Head or Audit Supervisor. |
No difference |
| (II)Does the company establish standard operating procedures for investigating reported cases, and does it take subsequent measures and implement a confidentiality mechanism after completing investigation? | (II)These measures are implemented in accordance with Article 8 of the “Whistleblower System Management Measures,” Article 23 of the “Ethical Corporate Management Best Practice Principles,” and Article 21 of the “Procedures for Ethical Management and Guidelines for Conduct.” These regulations ensure the protection of the whistleblower’s identity and the confidentiality of the information provided. | No difference |
| (III)Does the company provide proper whistleblower protection? | (III)During the complaint process, the rights of the whistleblower are protected. The Company will not dismiss, demote, reduce the salary of, or otherwise penalize the whistleblower in a manner that would harm their legal, contractual, or customary rights, or administer any other unfavorable treatment because of the complaint filed. Number of reports received in 2025: 0. | No difference |
| V.Enhancing information disclosure | ||
| Does the company disclose information regarding the company’s ethical corporate management principles and implementation status on its website and the Market Observation Post System? | The Company has established the “Code of Ethical Operation” to enhance the management of ethical operations and placed it on our company website. With the chairman’s office as a designated unit, we allocate sufficient resources and qualified personnel to it. It is responsible for the formulation and supervision of ethical management policies and precautionary measures and regularly reports to the Board of Directors (at least once a year). At the same time, we set up a designated area for stakeholders on our website, establishing a communication platform. In 2025, no illegal, unethical, or untrustworthy conduct has been reported. | No difference |
V.If the company has established Ethical Corporate Management Principles in accordance with “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”, describe difference with the principles and implementation status: The company has established a “Code of Ethical Conduct,” and the actual implementation is consistent with the guidelines set by the company, with no discrepancies. |
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VI.Other important information to facilitate a better understanding of the company’s implementation of ethical corporate management: In addition to the “Code of Ethical Operation,” the Company also establishes relevant regulations of ethical management in the contracts with manufacturers. Employees are also required to adhere to the code of ethical conduct when they take up their posts. The Company also has “Corporate Governance Best Practice Principles” and “Procedures for Handling of Major Internal Information and Prevention of Insider Trading” in place to strengthen prevention against fraud. In 2024, the Company held internal and external integrity-related training that received 12 enrollments and delivered 99 hours of training in total (the scope covered: compliance with ethical management, prevention of insider trading, financial statement fraud and legal responsibilities, the accounting system, and the internal control system). |
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The Company regularly conducts advocacy activities and training on ethical management, organized by the corporate governance officer.The Company regularly conducts advocacy activities and training on ethical management, organized by the corporate governance officer.