Code of Ethical Management

Auden Techno Corp.
Code of Ethical Management

Approved by the board of directors on December 28, 111

Article 1 (Purpose and Scope of Application)

In order to establish a corporate culture of ethical management and sound development, and to provide a reference framework for establishing good business operations, this Code is hereby formulated.

The Company has formulated this Code with reference to the Code of Ethical Management for Listed and OTC Listed Companies, and its scope of application applies to group enterprises and organizations such as subsidiaries of the Company, foundations with direct or indirect contributions exceeding 50%, and other institutions or legal persons with substantial control capabilities (hereinafter referred to as “Group Enterprises and Organizations”).

Article 2 (Prohibition of Dishonest Acts)

In the course of engaging in business activities, directors, managers, employees, appointees, or persons with substantial control (hereinafter referred to as “substantial controllers”) shall not directly or indirectly offer, promise, request, or accept any improper benefits, or engage in other dishonest acts such as breach of integrity, illegality, or breach of fiduciary duties, in order to obtain or maintain benefits (hereinafter referred to as “dishonest acts”).

The targets of the acts referred to in the preceding paragraph include public officials, political candidates, political parties or party officials, as well as any public or private enterprise or institution and its directors (directors), supervisors (supervisors), managers, employees, substantive controllers, or other interested parties.

Article 3 (Form of Benefits)

The term “benefit” as used in this Code refers to anything of value, including money, gifts, commissions, positions, services, benefits, rebates, etc. in any form or name. However, this does not apply when it is a normal social custom and is occasional and does not affect specific rights and obligations.

Article 4 (Legal Compliance)

The Company shall comply with the Company Act, the Securities and Exchange Act, the Business Accounting Act, the Political Contributions Act, the Anti-Corruption Act, the Government Procurement Act, the Public Officials Conflict of Interest Avoidance Act, the OTC Listing Regulations, or other laws and regulations related to business conduct, as the basic prerequisite for implementing ethical management.

Article 5 (Policy)

Based on the business philosophy of integrity, transparency and responsibility, the Company shall formulate integrity-based policies, approved by the Board of Directors, and establish a good corporate governance and risk control mechanism to create a sustainable business environment.

Article 6 (Preventive Plan)

The company’s ethical management policy shall clearly and thoroughly formulate specific ethical management practices and unethical behavior prevention plans (hereinafter referred to as “prevention plans”), including operating procedures, behavioral guidelines, and education and training.

The Company’s preventive plans shall comply with the relevant laws and regulations of the Company and its group enterprises and the place where the organization operates.

In the process of formulating prevention plans, the company is advised to communicate with employees, labor unions, important business partners, or other stakeholders.

Article 7 (Scope of Prevention Plans)

The Company shall establish an assessment mechanism for the risk of unethical conduct, regularly analyze and evaluate business activities with a high risk of unethical conduct within its business scope, formulate prevention plans accordingly, and regularly review the appropriateness and effectiveness of the prevention plans.

The Company shall refer to domestic and international standards or guidelines to formulate prevention plans, which shall at least cover the following preventive measures:

Giving and accepting bribes.
Providing illegal political contributions.
Improper charitable donations or sponsorships.
Offering or accepting unreasonable gifts, entertainment, or other improper benefits.
Infringement of trade secrets, trademark rights, patent rights, copyrights, and other intellectual property rights.
Engaging in unfair competition.
Products and services directly or indirectly harm the rights, health, and safety of consumers or other stakeholders during the research and development, procurement, manufacturing, provision, or sale.

Article 8 (Commitment and Execution)

The Company shall require directors and senior management to issue a statement of compliance with the Ethical Management Policy, and require employees to comply with the Ethical Management Policy in terms of employment.

The Company and its group companies and organizations shall clearly state the ethical management policy in their regulations, external documents, and company website, as well as the commitment of the board of directors and senior management to actively implement the ethical management policy, and implement it in internal management and business activities.

The Company shall prepare documented information for the first and second ethical management policies, statements, commitments, and implementation, and keep them properly.

Article 9 (Ethical Management of Business Activities)

The Company shall conduct business activities in a fair and transparent manner based on the principles of ethical management. Before conducting business dealings, the Company shall consider the legality of its agents, suppliers, customers, or other business counterparties and whether they are involved in dishonest conduct, and avoid transacting with those involved in dishonest conduct.

The contract signed by the Company with its agents, suppliers, customers, or other business counterparties shall include provisions to comply with the Ethical Management Policy and to terminate or terminate the contract at any time if the trading counterparty engages in dishonest behavior.

Article 10 (Prohibition of Bribery and Bribery)

The Company and its directors, managers, employees, appointees, and substantive controllers shall not provide, promise, demand, or accept any form of improper advantage directly or indirectly to customers, agents, contractors, suppliers, public officials, or other interested parties in the course of performing their business.

Article 11 (Prohibition of Illegal Political Contributions)

The TWSE and its directors, managers, employees, appointees, and substantial controllers shall make contributions directly or indirectly to political parties or organizations or individuals participating in political activities in accordance with the Political Contributions Act and relevant internal business procedures of the company, and shall not use them to seek commercial benefits or trading advantages.

Article 12 (Prohibition of Improper Charitable Donations or Sponsorships)

The Company and its directors, managers, employees, appointees, and substantive controllers shall comply with relevant laws and internal operating procedures for charitable donations or sponsorships, and shall not accept bribery in disguise.

Article 13 (Prohibition of Unreasonable Gifts, Entertainment, or Other Improper Benefits)

The Company and its directors, managers, employees, appointees and beneficial controllers shall not directly or indirectly offer or accept any unreasonable gifts, entertainment, or other improper benefits in order to establish business relationships or influence business transactions.

Article 14 (Prohibition of Infringement of Intellectual Property Rights)

The Company shall engage in business activities in accordance with relevant competition laws and regulations, and shall not fix prices, manipulate bids, limit production and quotas, or share or divide the market by allocating customers, suppliers, operating areas, or business types.

Article 15 (Prohibition of Unfair Competition)

Article 16 (Prevention of Product or Service Damage to Stakeholders)

The Company and its directors, managers, employees, appointees, and substantive controllers shall comply with relevant laws and international standards in the process of developing, procuring, manufacturing, providing, or selling products and services, ensure the transparency and security of information on products and services, formulate and disclose policies to protect the rights and interests of consumers or other stakeholders, and implement them in their business activities to prevent products or services from directly or indirectly harming the rights, health, and safety of consumers or other stakeholders. If there are sufficient facts to believe that the goods or services are likely to endanger the safety and health of consumers or other interested parties, in principle, the product shall be immediately recalled or its services shall be suspended.

Article 17 (Organization and Responsibility)

The Company’s directors, managers, employees, appointees, and de facto controllers shall exercise their duty of care as good managers, urge the Company to prevent dishonest behavior, and review its implementation effectiveness and continuous improvement at any time to ensure the implementation of the ethical management policy.

In order to improve the management of ethical management, the Company shall establish a dedicated unit under the Board of Directors, allocate sufficient resources and competent personnel, and be responsible for the formulation and supervision of the implementation of ethical management policies and prevention plans.

Assist in integrating integrity and moral values into the company’s business strategy, and formulate relevant anti-fraud measures to ensure ethical management in accordance with laws and regulations.
Regularly analyze and assess the risk of unethical behavior within the business scope, and formulate plans to prevent unethical behavior accordingly, and establish standard operating procedures and behavioral guidelines related to work and business within each plan.
Plan the internal organization, organization, and responsibilities, and establish a mutual supervision and check and balance mechanism for business activities with a high risk of unethical behavior within the business scope.
Promote and coordinate integrity policy promotion training.
Plan a reporting system to ensure the effectiveness of implementation.
Assist the board of directors and management in checking and evaluating whether the preventive measures established by ethical management are operating effectively, and regularly evaluate the compliance status of relevant business processes and prepare reports.

Article 18 (Compliance with Laws and Regulations in Business Execution)

The Company’s directors, managers, employees, appointees, and substantive controllers shall comply with laws and regulations and precautionary measures when performing their duties.

Article 19 (Avoidance of Interests)

The Company shall formulate policies to prevent conflicts of interest, identify, supervise, and manage the risks of dishonest behavior that may arise from conflicts of interest, and provide appropriate channels for directors, managers, and other stakeholders attending or attending the Board of Directors to proactively explain whether they have potential conflicts of interest with the Company.

Directors, managerial officers, and other interested parties attending or attending the Board of Directors who have an interest in the proposals listed by the Board of Directors and themselves or the legal persons they represent shall explain the important contents of their interests at the current Board of Directors. Directors should also be self-disciplined and have to support each other.

Directors, managers, employees, appointees and substantive controllers of the Company shall not use their positions or influence in the company to gain improper benefits for themselves, their spouses, parents, children or any others.

Article 20 (Accounting and Internal Control)

The Company shall establish an effective accounting system and internal control system for business activities with a high risk of unethical conduct, and shall not have external accounts or keep secret accounts, and shall review them at any time to ensure that the design and implementation of such systems continue to be effective.

The Company’s internal audit unit shall formulate relevant audit plans based on the assessment results of the risk of unethical conduct, including audit targets, scope, items, frequency, etc., and audit the compliance with the prevention plan accordingly.

The audit results referred to in the preceding paragraph shall be reported to the senior management and the unit in charge of ethical management, and an audit report shall be prepared and submitted to the board of directors.

Article 21 (Operating Procedures and Guidelines for Conduct)

The TWSE shall establish operating procedures and guidelines for conduct in accordance with Article 6, specifically regulating the precautions for directors, managerial officers, employees, and substantive controllers to conduct their duties, which shall cover at least the following matters:

Criteria for determining the provision or acceptance of improper benefits.
Procedures for providing legal political contributions.
Procedures and monetary standards for providing legitimate charitable donations or sponsorships.
Regulations on avoiding conflicts of interest related to duties, and their reporting and handling procedures.
Confidentiality requirements for confidential and commercially sensitive information obtained in the course of business.
Regulations and procedures for suppliers, customers, and business counterparties involved in dishonest conduct.
Procedures for handling violations of the Code of Ethical Management of Enterprises.
Disciplinary action taken against violators.

Article 22 (Education, Training and Assessment)

The chairman, general manager, or senior management of the Company shall regularly communicate the importance of integrity to the directors, employees, and appointees.

The Company shall regularly conduct education, training, and publicity for directors, managers, employees, appointees, and substantive controllers, and invite counterparties engaged in business activities with the Company to participate so that they are fully aware of the Company’s determination, policies, and prevention plans for ethical management, as well as the consequences of violations of dishonest behavior.

The company shall combine the ethical management policy with employee performance appraisal and human resources policy to establish a clear and effective reward and punishment system.

Article 23 (Reporting System)

The Company shall establish a specific reporting system and implement it effectively, which shall cover at least the following matters:

Establish and announce an internal independent reporting mailbox or hotline, or entrust other external independent organizations to provide a whistleblowing mailbox or hotline for internal and external personnel of the company.
Assign a dedicated person or unit to handle whistleblowing, and if the report involves directors or senior management, it shall be reported to the independent directors, and the types of whistleblowing matters and the standard operating procedures for investigations to which they belong shall be established.
Stipulate that after the investigation of the reported case is completed, the follow-up measures to be taken shall be reported to the competent authority or transferred to the judicial organ for investigation if necessary.
Records and preservation of the acceptance of whistleblowing cases, investigation processes, investigation results, and the preparation of related documents.
The identity of the whistleblower and the content of the report shall be kept confidential, and anonymous reporting is allowed.
Measures to protect the whistleblower from being improperly dealt with due to the report.
Incentive measures for whistleblowers.

If the company discovers a major violation or the company is likely to suffer material damage after investigation, it shall immediately prepare a report and notify the independent directors in writing.

Article 24 (Disciplinary and Appeal System)

The Company shall clearly establish and announce a disciplinary and complaint system for violations of ethical management regulations, and immediately disclose information such as the title, name, date of violation, content of violations, and handling status of violators on the Company’s internal website.

Article 25 (Disclosure of Information)

The Company shall establish quantitative data on promoting ethical management, continuously analyze and evaluate the effectiveness of the promotion of ethical policies, disclose the measures and implementation status of its ethical management practices, and the aforementioned quantitative data and promotion results on the Company’s website, annual reports, and prospectuses, and disclose the content of the Code of Ethical Management on the Public Information Observatory.

Article 26 (Review and Amendment of Ethical Management Policies and Measures)

The Company shall keep an eye on the development of ethical management regulations at home and abroad, and encourage directors, managers, and employees to make suggestions to review and improve the Company’s ethical management policies and promotion measures to improve the Company’s ethical management policies and promotion measures, so as to improve the effectiveness of the Company’s ethical management.

Article 27 (Implementation)

The Company’s Code of Ethical Management shall be implemented after being approved by the Board of Directors and submitted to the shareholders’ meeting, and the same shall apply when amended.

When the Company submits the Code of Ethical Management to the Board of Directors for discussion in accordance with the preceding paragraph, it shall fully consider the opinions of each independent director and set out the opinions they oppose or reserve in the minutes of the board meeting. If an independent director is unable to attend the board meeting in person to express his or her objections or reservations, he or she shall issue a written opinion in advance and state it in the minutes of the board meeting, unless there is a justifiable reason.

Article 28 (Formulation and Amendment)

This code was established on June 26, 104 of the Republic of China.
The first revision was made on June 2, 109 of the Republic of China.
The second revision was made on December 28, 111 of the Republic of China.