Ethical Corporate Management Best Practice Principles
Article 1 （Purpose and Scope）
HIWIN Technologies Corp. and its affiliated organizations (hereinafter referred to as “the Company”) have established this Code to foster a corporate culture of ethical management and ensure sound corporate development. This Code applies to the Company’s subsidiaries, affiliates in which the Company holds directly or indirectly more than 50% of equity, and other organizations or legal entities under the Company’s effective control (hereinafter referred to as “Group Companies and Organizations”).
Article 2 （Prohibition of Unethical Conduct）
Directors, managers, employees, agents, or persons with effective control (hereinafter referred to as “Persons with Effective Control”) shall not, in the course of business activities, directly or indirectly provide, promise, request, or accept any improper benefits, or engage in any other acts of dishonesty, illegality, or breach of fiduciary duties to gain or maintain benefits (hereinafter referred to as “Unethical Conduct”). The scope of the foregoing includes public officials, political candidates, political parties, personnel of political parties, as well as any private or public enterprises or institutions, including their directors, supervisors, managers, employees, Persons with Effective Control, or other stakeholders.
Article 3 （Forms of Benefits）
“Benefits” under this Code refer to any item of value, including, but not limited to, money, gifts, commissions, positions, services, preferential treatment, or rebates. Normal social courtesies that are occasional and do not affect specific rights or obligations are exempted.
Article 4 （Legal Compliance）
The Company shall comply with the Company Act, Securities and Exchange Act, Business Accounting Act, Political Donations Act, Anti-Corruption Act, Government Procurement Act, Act of Avoidance of Conflicts of Interest for Public Officials, regulations regarding listed companies, and other relevant laws and regulations as a fundamental premise for implementing ethical management.
Article 5 （Policy）
The Company shall adopt a management philosophy based on integrity, transparency, and accountability, establish ethics-based policies, and implement sound corporate governance and risk control mechanisms to create a sustainable business environment.
Article 6 （Preventive Measures）
The Company shall adopt a management philosophy based on integrity, transparency, and accountability, establish ethics-based policies, and implement sound corporate governance and risk control mechanisms to create a sustainable business environment.
Article 7 （Scope of Preventive Measures）
The Company shall adopt a management philosophy based on integrity, transparency, and accountability, establish ethics-based policies, and implement sound corporate governance and risk control mechanisms to create a sustainable business environment.
Article 8 （Scope of Preventive Measures）
The Company shall adopt a management philosophy based on integrity, transparency, and accountability, establish ethics-based policies, and implement sound corporate governance and risk control mechanisms to create a sustainable business environment.
Article 9 （Ethical Business Activities）
The Company shall conduct business fairly and transparently in accordance with ethical management principles. Prior to any business transaction, the Company shall consider the legality and integrity of agents, suppliers, customers, or other business partners, and avoid transactions with those having records of unethical conduct. Contracts with other parties should include clauses requiring compliance with ethical policies and granting the Company the right to terminate or rescind the contract if the counterparty engages in unethical conduct.
Article 10 （Prohibition of Bribery and Kickbacks）
The Company, its directors, managers, employees, agents, and Persons with Effective Control shall not, in the course of business, directly or indirectly provide, promise, request, or accept any form of improper benefits from clients, agents, contractors, suppliers, public officials, or other stakeholders.
Article 11 （Prohibition of Illegal Political Donations）
The Company and its directors, managers, employees, agents, and Persons with Effective Control shall ensure that any donations to political parties or organizations participating in political activities comply with the Political Donations Act and internal procedures, and shall not be used to seek business advantages or preferential treatment.
Article 12 （Prohibition of Improper Charitable Donations or Sponsorships）
Any charitable donations or sponsorships made by the Company and its directors, managers, employees, agents, and Persons with Effective Control shall comply with relevant laws and internal procedures and shall not be used as a form of bribery.
Article 13 （Prohibition of Unreasonable Gifts, Hospitality, or Other Improper Benefits）
The Company and its directors, managers, employees, agents, and Persons with Effective Control shall not directly or indirectly offer or accept any unreasonable gifts, hospitality, or other improper benefits to establish business relationships or influence business transactions.
Article 14 （Intellectual Property Protection）
The Company and its directors, managers, employees, agents, and Persons with Effective Control shall comply with intellectual property laws, internal procedures, and contractual provisions, and shall not use, disclose, dispose of, destroy, or otherwise infringe upon intellectual property rights without the consent of the rights holder.
Article 15 （Prohibition of Unfair Competition）
The Company and its directors, managers, employees, agents, and Persons with Effective Control shall comply with intellectual property laws, internal procedures, and contractual provisions, and shall not use, disclose, dispose of, destroy, or otherwise infringe upon intellectual property rights without the consent of the rights holder.
Article 16 （Protection Against Product or Service Risks to Stakeholders）
The Company and its directors, managers, employees, agents, and Persons with Effective Control shall comply with relevant laws and international standards during the research, procurement, manufacture, provision, or sale of products and services, ensuring transparency and safety to prevent harm to the rights, health, and safety of consumers or other stakeholders.
Article 17 （Organization and Responsibility）
Directors, managers, employees, agents, and Persons with Effective Control shall exercise due care as prudent managers, supervise the Company to prevent unethical conduct, continuously review implementation effectiveness, and pursue ongoing improvement to ensure enforcement of ethical management policies. A dedicated unit should be responsible for establishing and supervising ethical management policies and preventive measures, reporting regularly to the Board of Directors.
Article 18 （Compliance in Business Execution）
Directors, managers, employees, agents, and Persons with Effective Control shall comply with laws and preventive measures when performing business duties.
Article 19 （Conflict of Interest Avoidance）
The Company shall prevent conflicts of interest, identify, supervise, and manage risks of unethical conduct arising therefrom, and provide channels for directors, managers, and other stakeholders attending board meetings to disclose potential conflicts of interest. Directors shall exercise self-discipline, disclose conflicts related to board agendas, refrain from participating in discussions and voting on matters where personal or representative interests exist, and shall not act as proxies for other directors’ votes. Directors and managers shall not leverage their positions for improper personal, spousal, or familial gain.
Article 20 （Accounting and Internal Control）
For business activities with higher risks of unethical conduct, the Company shall establish effective accounting and internal control systems, maintain no off-the-books or secret accounts, and regularly review their effectiveness. Internal audit units shall periodically review compliance and report to the Board, and may appoint accountants or other professionals for assistance when necessary.
Article 21 （Operational Procedures and Conduct Guidelines）
Preventive measures under Article 6 shall include:
1. Guidelines for providing or accepting benefits limited to normal social courtesy and occasional circumstances.
2. Procedures for handling legal political donations.
3. Procedures and limits for legitimate charitable donations or sponsorships.
4. Regulations and reporting procedures to prevent conflicts of interest.
5. Confidentiality rules for sensitive business information obtained in operations.
6. Regulations and procedures for dealing with suppliers, customers, and business partners with records of unethical conduct.
7. Procedures for addressing violations of the Code of Ethical Corporate Management.
8. Disciplinary measures for violators.
Article 22 （Training and Evaluation）
The Chairman, General Manager, and senior management shall regularly communicate the importance of ethical conduct. The Company shall provide ongoing education and training for directors, managers, employees, agents, and Persons with Effective Control to ensure understanding of the Company’s commitment, policies, preventive measures, and consequences of unethical conduct.
Article 23 （Whistleblowing）
The Company shall provide appropriate channels for reporting violations and maintain confidentiality of whistleblowers’ identities and reports.
Article 24 （Disciplinary and Appeal System）
The Company shall establish and publicly disclose the disciplinary and appeal system for violations, and promptly report internally the violator’s title, name, date of violation, content, and handling measures.
Article 25 （Disclosure of Information）
The Company shall continuously assess the effectiveness of ethical policies and disclose the implementation and results on the corporate website, annual report, prospectuses, and the Market Observation Post System (MOPS).
Article 26 （Review and Revision of Policies and Measures）
The Company shall monitor domestic and international developments in ethical management, encourage suggestions from directors, managers, and employees, and review and improve policies and measures to enhance effectiveness.
Article 27 （Implementation）
This Code shall be implemented upon approval by the Board of Directors and shall follow the same procedure for any amendments.
Article 28 （Enactment and Revision History）
• Established on November 6, 2014
• First Revision: May 11, 2015
• Second Revision: March 26, 2016
• Third Revision: May 6, 2019