Procedures for the Prevention of Insider Trading and Handling of Material Non-Public Information (MNPI)
Article 1 （Purpose）
These Procedures are established to prevent the Company and its insiders from inadvertently violating insider trading regulations due to unfamiliarity with applicable laws, and to establish a sound internal handling and disclosure mechanism for material non-public information. The aim is to prevent information leakage, guard against insider trading, and ensure the consistency and accuracy of the information the Company releases to the public.
Article 2 （Compliance）
The handling, management, and disclosure of material non-public information and insider trading prevention shall be conducted in accordance with relevant laws, regulations, directives of the Taiwan Stock Exchange, and these Procedures.
Article 3 （Scope of Application）
These Procedures apply to persons as defined in Article 157-1, Paragraph 1 of the Securities and Exchange Act and Company employees, including:
1. Insiders: Directors, managers, and natural persons designated to exercise duties on behalf of the Company pursuant to Article 27, Paragraph 1 of the Company Act.
2. Shareholders holding more than 10% of the Company’s shares.
3. Persons who, by virtue of their status, occupation, or control relationship, obtain knowledge of the Company’s material non-public information.
4. Persons who no longer hold the identities above but for less than six months.
5. Persons who obtain such information from any of the four categories above.
For the first two categories, shares held by their spouses, minor children, or under another person’s name are included.
Article 4 （Scope of Material Non-Public Information）
Material non-public information refers to information identified by the Company’s dedicated unit for handling MNPI, including but not limited to:
1. Material information as defined under the verification and disclosure procedures for listed companies by the Taiwan Stock Exchange.
2. Items specified in the Information Filing Guidelines for Listed Companies by the Taiwan Stock Exchange.
3. Items specified in Article 7 of the Enforcement Rules of the Securities and Exchange Act.
4. Matters under Articles 157-1, Paragraphs 5 and 6 of the Securities and Exchange Act, affecting company finance, business, or securities market supply and demand, significantly influencing stock prices or investment decisions.
5. Information and documents considered commercial secrets, including financial, R&D, process, technical, and management data.
Article 4-1 （Timing and Method of Disclosure）
The timing and method for determining materiality and disclosure shall follow Articles 5 and 6 of the Regulations Governing the Scope and Disclosure of Material Information under Articles 157-1, Paragraphs 5 and 6 of the Securities and Exchange Act.
Article 4-2 （Prohibition of Trading and Legal Consequences）
In accordance with Article 3 of these Procedures, any personnel who become aware of material information, as defined in Article 4, that may significantly affect the company’s stock price, shall not purchase or sell the company’s listed shares or other equity-related securities, whether in their own name or through others, during the period prior to public disclosure of such information or within eighteen（18） hours after its public disclosure. Any violation of this provision shall constitute insider trading.
Personnel who violate the preceding provision shall be held liable for damages or joint and several damages pursuant to Article 157-1 of the Securities and Exchange Act, and shall also bear criminal liability in accordance with Article 171 of the Securities and Exchange Act.
Insiders shall be subject to trading restrictions upon becoming aware of the company’s financial reports or related performance information. Specifically, they are prohibited from trading company shares during the closed period, which shall commence thirty（30） days prior to the announcement of the annual financial report and fifteen（15） days prior to the announcement of each quarterly financial report.
Article 5 （Dedicated Unit for Handling MNPI）
A dedicated unit, convened by the Company spokesperson or a designated supervisor, shall be responsible for MNPI handling. Composition is based on Company scale, business, and management needs. Responsibilities include:
1. Drafting and revising these Procedures.
2. Handling inquiries, reviews, and recommendations related to MNPI.
3. Accepting reports of information leaks and formulating response measures.
4. Establishing document and record-keeping systems related to MNPI.
5. Other related duties.
Article 6 （Personnel Confidentiality Firewall）
Directors, managers, and employees shall act with due care and loyalty, signing confidentiality agreements when necessary. They must not disclose MNPI to others or solicit information beyond their duties. Non-business-related MNPI must not be shared.
Article 7 （Information Protection – Documents）
MNPI transmitted in writing must be adequately protected. Electronic transmission must use encryption or digital signatures. MNPI documents must be backed up and stored securely.
Article 8 （Firewall Operations）
The Company shall maintain confidentiality firewalls and implement:
1. Periodic testing of firewall controls.
2. Strengthened storage and protection of non-public MNPI.
Article 9 （External Parties Confidentiality）
External organizations or persons involved in mergers, MOUs, strategic alliances, business collaborations, or major contracts must sign confidentiality agreements and refrain from disclosing MNPI.
Article 10 （Principles of MNPI Disclosure）
Disclosure of MNPI shall follow these principles:
1. Accuracy, completeness, and timeliness.
2. Basis in verifiable information.
3. Fair and equitable disclosure.
Article 11 （Spokesperson System）
Disclosure shall be managed by the Company spokesperson or an authorized deputy. Only authorized personnel may disclose MNPI externally. The Chairman may handle special or temporary cases directly.
Article 12 （Disclosure Records）
Records must include:
1. Personnel, date, and time of disclosure.
2. Disclosure method.
3. Information content.
4. Distributed documents.
5. Other relevant information.
All documents shall be retained for at least five years.
Article 13 （Disclosure Procedures）
| Disclosure Recipients |
Disclosure Content |
Pre-Approval Authorization |
Disclosure Process |
Government authorities, media representatives, and general shareholders/institutional investors （including banks） |
The scope of disclosure shall be limited to the information formally announced on the Market Observation Post System （MOPS） and shall not exceed such boundaries. In addition to the officially disclosed content on MOPS, certain supplementary information related to financial reports may be provided, but in principle, disclosure shall still not go beyond the scope of the official announcements. |
- Routine disclosure matters shall be approved by the accounting officer and the head of the reporting department.
- Non-routine disclosure projects shall be preliminarily reviewed by the accounting officer and subsequently approved by the spokesperson.
- Special or significant matters shall be approved by the President or the Chairman.
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- Information shall be compiled by the responsible unit and signed by the relevant supervisor.
- The head of the reporting department shall conduct a secondary review.
- The authorized senior executive shall grant final approval, after which the reporting unit shall publish the information online or the spokesperson （or deputy spokesperson） shall make the official statement.
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Article 14 （Response to Media Misreporting）
If media reports conflict with official disclosures, clarification shall be issued on the public disclosure platform immediately.
Article 15 （Reporting Abnormalities）
Directors, managers, or employees aware of information leaks must report promptly to the dedicated and internal audit units. The dedicated unit shall formulate countermeasures, consult internal audit if needed, and document actions.
Article 16 （Violation Handling）
The Company shall pursue legal responsibility for:
1. Unauthorized MNPI disclosure or violation of these Procedures or laws by Company personnel.
2. Spokespersons exceeding their authorized disclosure scope.
3. External parties leaking MNPI causing Company loss.
Article 17 （Internal Control）
These Procedures are part of the internal control system. Internal auditors shall regularly monitor compliance.
Article 18 （Education & Awareness）
The Company shall educate current and new directors, managers, and employees on these Procedures and relevant laws. Directors/managers must sign acknowledgment statements within five days of appointment, with board of directors copies sent to the Taiwan Stock Exchange within ten days.
Article 19 （Reporting Changes）
The Company shall maintain insider data files and report changes to regulatory authorities. Insiders and their related parties （spouse, minors, shares under another name） must report changes within two days of occurrence.
Article 20 （Implementation & Amendments）
These Procedures take effect after Board approval. Amendments follow the same procedure.
Article 21 （Dates）
• Established: December 15, 2009
• 1st Revision: November 6, 2014
• 2nd Revision: May 6, 2019
• 3rd Revision: February 25, 2022
• 4th Revision: November 7, 2022