Ethical Management and Anti-corruption Regulations

Ethical management regulations and responsible unit

RichWave conducts business activities based on the principle of fairness, honesty, integrity, and transparency. The Board of Directors has approved the “Procedures for Ethical Management and Guidelines for Conduct” that applies to the group’s parent company and subsidiaries. The guideline outlines the precautions RichWave employees should observe while implementing services, so as to materialize the company’s ethical management policy, vigorously prevent unethical conduct, and prevent the company employees from, in the course of their duties, directly or indirectly providing, accepting, promising or requesting improper benefits, or committing a breach of ethics, unlawful act, or breach of fiduciary duty to acquire or maintain benefits. The guideline stipulates that the Company’s colleagues should avoid unethical conduct including corruption, bribery, political donation, conflict of interest, and anti-competitive practices. The guideline also states the possible disciplinary actions against unethical conduct and proposes a clear reporting procedure.

The President's Office of RichWave is responsible for promoting and implementing ethical management, and it must report to the Board of Directors at least annually. It is also obligated toreport to the Board of Directors at any time about the following:

1. Help to incorporate ethical and moral values into the corporate management strategy, as well as cooperate with the law to formulate ethical management-related fraud prevention measures.
2. Regularly analyze and evaluate the risks of unethical conduct within the business scope to formulate solutions to prevent unethical conduct, as well as to define work-related SOPs and guidelines within various solutions.
3. Plan the internal organization, structure, and allocation of responsibilities and set up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.
4. Promote and coordinate awareness and educational activities concerning ethics policy.
5. Develop a whistleblowing system and ensure its operating effectiveness.
6. Assist the Board of Directors and management in auditing and assessing whether the prevention measures taken to implement ethical management are operating effectively, and prepare reports on the regular assessment of compliance with ethical management in operating procedures.
7. Prepare and maintain the ethical management policy as well as the compliance statement and documented information such as the materialization of commitments and implementation status.

The ethical management promotion status was reported to the Board of Directors on 12/26, 2024, and received the board’s approval.

Codes of Ethical Conduct

RichWave has formulated the "Code of Ethical Conduct" to outline the ethical standards for directors and managers, covering eight key areas: preventing conflicts of interest, avoiding personal gain, maintaining confidentiality, ensuring fair trade, protecting and appropriately using company assets, complying with laws and regulations, encouraging whistleblowing, and implementing disciplinary measures. The standard requires directors and managers to proactively disclose potential conflicts of interest and maintain confidentiality of Company and customer information. Directors and managers shall treat customers, competitors, and employees fairly and must not manipulate, conceal, or misuse information obtained through their positions, misrepresent material facts, or obtain undue advantages through other unfair trading practices.

The Company also includes the Employee Code of Conduct in the standard employment contract and requires all employees to sign it. The content covers principles of ethics, equal employment, the prohibition of sexual harassment and violence, respect for privacy and intellectual property rights, prevention of conflicts of interest, fair trade, and anti-corruption and anti-bribery practices. It also outlines the disciplinary mechanisms for violations.

Implementing Ethical Management and Communication

Whistleblowing System

Article 21 of the Company’s "Procedures for Ethical Management and Guidelines for Conduct" defines the principles and mechanisms for internal whistleblowing. The Company also regularly reviews potential risks related to unethical conduct and reinforces education and awareness efforts. The company has established and announced an internal independent whistleblowing email and hotline on the company’s website and intranet or commissioned other external independent organizations to provide a whistleblowing email and hotline for the company’s internal and external person. To encourage internal and external personnel to report unethical conduct or misconduct, a reward of less than NT$500,000 will be provided depending on the severity of the offense to increase the company’s ethical management performance and foster an ethical culture with our colleagues in the company.

The Company’s anonymous reporting system allows employees and directors to report unethical behavior to managers, internal auditors, or other appropriate personnel. Violators will be punished according to the guidelines, and the details of the violation and its handling will be disclosed on the MOPS. In terms of customer relations, the Company strictly adheres to laws, regulations, and international standards concerning customer health and safety related to products and services, customer privacy, marketing, and labeling. We prohibit any deceptive practices or actions that infringe upon consumer rights. We provide transparent complaint procedures to ensure fair and timely resolution, and we are committed to protecting consumer privacy and safeguarding personal data.

The whistleblower shall provide at least the following information:

1. The whistleblower may choose to report anonymously or provide their name and ID number, along with contact information such as address, telephone number, and email address.
2. The full name of the reported person or other identifying information.
3. Verifiable facts and evidence.

Personnel responsible for handling whistleblowing reports shall provide a written statement ensuring the confidentiality of the whistleblower’s identity and the contents of the report. The Company also commits to protecting the whistleblower from any form of retaliation or adverse consequences resulting from the report.

The company's dedicated unit shall handle reported matters according to the following procedures:

1. Any report involving a general employee shall be submitted to the department head; any report involving a director or executive shall be submitted to an independent director.
2. The Company's dedicated unit and the supervisor or personnel to whom the matter was reported as mentioned in the preceding paragraph should immediately verify the relevant facts and, if necessary, request assistance from the Legal Compliance or other relevant departments.
3. If the reported person is confirmed to have violated relevant laws or the Company's ethical management policy and regulations, they should be immediately required to cease the relevant behavior and be subject to appropriate disciplinary action. If necessary, the matter should be reported to the competent authorities, referred to the judicial authorities for investigation, or legal proceedings should be initiated to seek compensation for damages, to safeguard the Company's reputation and rights.
4. Documents related to the acceptance of reports, the investigation process, and investigation results shall be retained for five years and may be kept electronically. If a lawsuit related to the reported content occurs before the retention period expires, the relevant data shall be retained until the lawsuit concludes.
5. If the reported facts are verified as true, the relevant units within the Company shall review its internal control system and operating procedures, and propose improvement measures to prevent recurrence of the same incident.
6. The dedicated unit of the Company shall report to the Board of Directors the details of the report, the handling method, as well as follow-up reviews and improvement measures.

In 2024, the Company did not have any ethical management regulation violations or related financial losses, and there were no reported cases of unethical conduct.

Employee Code of Ethics and Integrity Employee Code of Conduct

The Company's "Employee Code of Conduct" includes principles of ethics, equal employment and integrity, prohibition of sexual harassment and violence, respect for privacy, respect for the intellectual property rights of others, prevention of conflicts of interest, fair trade, anti-corruption and bribery, and includes penalties for violations. It is included in the employee employment contract and requires all employees to sign it.

Consumer/Customer Rights Protection

The Company’s products and services comply with all applicable laws and regulations and international standards regarding customer health and safety, customer privacy, marketing, and labeling. To efficiently handle customer complaints, the Company has established “Customer Complaint Management Procedures” to actively review potential causes and prevent recurrence of issues. We value the precious opinions of every customer and have dedicated personnel and an email inbox to handle issues related to consumer rights complaints against the Company, ensuring that consumer complaints can be responded to fairly and promptly. RichWave categorizes and documents customer feedback by creating a “Customer Complaint Notification Form” to ensure that all relevant information is effectively processed and managed. We coordinate with various departments to implement improvements and provide responses. Before closing each case, we confirm the customer's level of satisfaction with the proposed solutions. Additionally, we have devised the “Customer Product Return/Exchange SOP” for product return/exchange operations that are closely associated with customer satisfaction to ensure that our customers can enjoy a good product return/exchange experience. Furthermore, through the annual customer satisfaction survey, we use the level of customer satisfaction with the Company's services as the basis for ongoing improvement in the following year.

Ethical Management Education and Training

The Company requires the designated unit to conduct at least one internal promotion of ethical management each year, during which the Chairman, President, or executives convey the importance of ethics to the directors, management, and employees. The new employee orientation includes the employee code of conduct and a major annual course focusing on trade secret protection and the prohibition of insider trading. The course is led by external attorneys, who explain relevant laws and present case studies to help employees grasp the scope of the regulations and the potential consequences of non-compliance. In 2024, the Company conducted annual training on ethical management, trade secret protection, and prevention of insider trading. A total of 289 employees received 289 hours of training, achieving 100% training coverage and meeting the Company's annual training goals.