Integrity Management and Insider Trading Prevention
1.Integrity Management Situation
The Company has established a dedicated unit responsible for ethical management, designated by the Chairman and composed of the Chief Corporate Governance Officer and relevant personnel. The unit is supervised by the Audit Office and operates under the Board of Directors. Adequate resources and suitably qualified personnel are allocated to carry out the revision, implementation, interpretation, and consultation of these Operating Procedures and Code of Conduct, as well as the registration, documentation, and monitoring of reported matters. The Chief Corporate Governance Officer regularly (at least once a year) reports to the Board of Directors on the design and implementation status of the system. The most recent report was presented to the Board on January 14, 2026.
二、System Implementation
- The Company has established its “Code of Ethical Conduct” based on “Example of Establishment of Ethical Codes of Conduct for TWSE/TPEx Listed Companies” and the “Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies”.
- The Company implements “integrity” as the principle of business operations, and engages in business activities based on the principles of fairness, honesty, trustworthiness, and transparency. To implement the integrity policy and actively prevent unethical behavior, the Company has established “Ethical Corporate Management Procedure and Code of Conduct” to specifically regulate personnel matters needing attention when executing business activities.
- Regarding major donations, according to “Rules of Procedure for Board of Directors Meetings”, donations to related parties or major donations to non-related parties must be reported to the Board of Directors to ensure prior supervision.
- Whistleblowing mechanism: The Company has institutionalized “Employee Opinions and Complaint Management Regulations” to provide an internal channel for reporting the Company's illegal acts. When dealing with whistleblowing situations, the Company and the investigators shall uphold the principle of impartiality in investigation and reporting.
- The “Supplier Control Procedures” stipulates that when suppliers and contractors are selected, they are required to sign “Declaration of Compliance with Corporate Ethics and Supplier Code of Conduct” to prohibit unethical conduct.
- In order to ensure that employees understand and abide by the regulations, employees are required to declare their willingness to abide by “Confidentiality Obligation” in the “Employment Contract” and an “Employee Work Rules” handbook has been issued to the employees. On the first day of employment, employees are explicitly informed of the promotion of honest management, requiring employees to abide by disciplines and integrate the Company's insistence on corporate ethics and professional ethics into daily operations.
- Confidential information management system: Externally, the Company signs non-disclosure agreements with customers to express Chung Hwa's commitment to the protection of confidential information. Internally, the Company's computers are equipped with firewalls and antivirus software, and we also set user privileges and regularly inspect the confidential information management of each department through internal audits.
Summary of Regulations and Internal Policies Amended in 2025
| Rules and Regulations | Time | Description |
|---|---|---|
| Amendment to the Articles of Association | Approved by the Board of Directors on February 19, 2025 | The relevant systems were revised in response to the competent authority’s official correspondence to ensure legal compliance. |
| Amendment to the Seal and Chop Management Procedures | Approved by the Board of Directors on August 7, 2025 | Revised to align with the Company’s actual operational procedures. |
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Education and dissemination
| Advocacy Topic | Personnel of the Advocacy Unit | Time | Target Audience |
|---|---|---|---|
| Corporate Governance Officer | 2025/08/07 (15 minutes) | Director 8 participants |
| 2025/12/09 (half an hour) | Managers and heads of various departments 21 participants |
||
| Head of each department | Commenced progressively from December | Comprehensive promotion across all departments of the Company | |
| Corporate Governance Officer | 2025/08/07 (15 minutes) | Director 8 participants |
| Accounting Dept./ Corporate Governance Officer | 2025/12/09 (half an hour) | Managers and heads of various departments 21 participants |
|
| Securities and Futures Institute | 2025/09/26 3 hours | Corporate Governance Officer and department staff |
| Securities and Futures Institute | 2025/11/213 hours | Corporate Governance Officer and department staff |
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- The Company notifies its directors via e-mail 30 days prior to the annual financial report disclosure and 15 days prior to each quarterly financial report disclosure that they are prohibited from trading the Company’s shares during the closed periods.
- For the 2025 fiscal year, all directors were notified of the closed periods and reminded not to engage in any trading via e-mail on January 17 (2024 annual financial report), April 21 (Q1 2025 report), and October 22 (Q3 2025 report), in order to prevent any inadvertent violation of insider trading regulations.
Incident statistics
| Complaint Case | Reporting Mailbox | Corruption and Fraud Case | Complaints about Breach of Customer Privacy or Loss of Customer Data | Breach of Confidential Information |
|---|---|---|---|---|
| 0件 | 0件 | 0件 | 0件 | 0件 |
