Promotion for Ethical Management and Revealing Sytem
Article 1 Purpose and Scope of Application
Allied Supreme Corp. (hereafter the “Company”) sets forth the Ethical Corporate Management Best Practice Principles (hereafter the “Principles”) with a view to establishing an honest and trustworthy corporate culture and solid development, as well as building a framework for efficient business operations. The Principles also extend to the Company's subsidiaries, foundations that contribute directly or indirectly to more than 50% of the Company's funds, and other Group members and organizations such as corporations and legal entities that have substantial control over the Company.
Article 2 Prohibition of Dishonest Conduct
No director, manager, employee, appointee, or person with substantial control of the Company (hereinafter the “person with de facto control”) shall, over the course of engaging in business practices, directly or indirectly, offer, promise, demand, or accept any improper benefit, or engage in any other dishonest act, such as breach of trust, unlawful conduct or breach of fiduciary duty, in order to acquire or maintain a benefit (hereinafter the “dishonest act”). The targets of the foregoing include public officials, candidates for political positions, political parties or party officials, as well as any public or private enterprises or institutions and their directors, supervisors, managers, employees, persons with de facto control or other interested parties.
Article 3 Benefits
For the purpose hereof, a benefit means anything of value, including money, gifts, commissions, employment, services, favors, kickbacks, etc., in any form or description. However, this shall not apply to benefits that are incidental to normal social norms and customs and that are occasional and do not affect specific rights or obligations.
Article 4 Regulatory Compliance
The Company is subject to the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Act, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, listing rules or other laws and regulations relating to business conduct as a basic prerequisite for integrity management.
Article 5 Policy
The Company shall establish policies based on integrity, transparency and accountability to be approved by the Board of Directors, and institute good corporate governance and risk control mechanisms to create a business environment for sustainability.
Article 6 Preventive Measures
1. The Company's ethical management policy shall clearly and thoroughly set forth specific integrity management practices and dishonesty prevention programs, including operating procedures, guidelines, and education and training.
2. In the process of formulating preventive measures, the Company shall communicate with employees, important trading counterparts or other interested parties.
3. The Company's precautionary measures shall be in conformity with the relevant laws and regulations of the places where the Company and its Group members and organizations operate.
Article 7 Scope of Preventive Measures
1. The Company shall institute a mechanism to assess the risk of dishonest acts, periodically analyze and evaluate the business activities within the scope of business that pose a higher risk of dishonest conduct, thereby preparing a preventive plan, and regularly reviewing the appropriateness and effectiveness of the preventive measure.
The Company, by referring to standards or guidelines commonly used domestically and internationally, formulates preventive measures, which shall at least cover the following behaviors:
1) Bribery and receipt of bribes.2) Offering illegal political donations.3) Inappropriate charitable donations or sponsorships.4) Offering or accepting inappropriate gifts, entertainment or other improper benefits.5) Infringement of trade secrets, trademarks, patents, copyrights and other intellectual property rights.6) Engaging in acts of unfair competition.7) Products and services developed, sourced, manufactured, offered or sold in a manner that directly or indirectly harms the interests, health and safety of consumers or other interested parties.
Article 8 Commitment and Implementation
1. The Company requires a statement from directors and senior management that they are committed to an ethical management policy and requires employees to abide by the policy as part of the terms of their employment.
2. The Company and its Group members and organizations shall expressly state the policy on ethical management in their internal rules and regulations, external documents and on the Company’s website, while the Board of Directors and senior management shall be actively involved in the implementation of the commitment to an ethical business policy and shall ensure that it is carried out in internal management and business activities.
3. The Company shall document and properly preserve the policies, statements, undertakings and implementation of ethical corporate management as set forth in Paragraphs 1 and 2 of this Article.
Article 9 Business Activities in Good Faith
1. The Company shall conduct its business activities in a fair and transparent manner in accordance with the principles of good faith.
2. Before engaging in business transactions, the Company shall consider the legitimacy of the agent, supplier, client or other trading counterparties and whether any dishonest acts are involved, and shall avoid dealing with dishonest parties.
3. All contracts entered into by the Company with its agents, suppliers, clients, or other trading counterparties shall include the provisions that the Company may terminate or rescind the deal at any time in the event of dishonest conduct on the part of the counterparties, in accordance with the ethical management policy.
Article 10 Prohibition of Bribery and Bribe Collection
The Company and its directors, managerial officers, employees, appointees and persons with de facto control shall not, directly or indirectly, offer, promise, demand or receive any form of improper benefits to or from customers, agents, contractors, suppliers, public officials or other interested parties in the performance of business.
Article 11 Prohibition of Illegal Political Donations
Donations made directly or indirectly by the Company and its directors, managerial officers, employees, appointees and persons with de facto control to political parties or organizations or individuals involved in political activities shall comply with the Political Donations Act and the Company's internal operating procedures, and shall not be used to obtain commercial benefits or trading advantages.
Article 12 Prohibition of Improper Charitable Donations or Sponsorships
Charitable donations or sponsorships by the Company and its directors, managerial officers, employees, appointees and persons with de facto control shall follow the relevant laws and regulations and internal operating procedures, and shall not become bribes in disguise.
Article 13 Prohibition of Inappropriate Gifts, Entertainment or Other Improper Benefits
The Company and its directors, managerial officers, employees, appointees and persons with de facto control shall not offer or accept, directly or indirectly, any inappropriate gifts, entertainment or other improper benefits for the purpose of establishing business contacts or influencing business deals.
Article 14 Prohibition of Infringement of Intellectual Property Rights
The Company and its directors, managerial officers, employees, appointees and persons with de facto control shall comply with intellectual property laws and regulations, internal operating procedures and contracts, and shall not use, disclose, dispose of, damage or otherwise violate intellectual property rights without the consent of the owner of intellectual property.
Article 15 Prohibition of Unfair Competition
The Company shall conduct its business activities in accordance with applicable competition laws and regulations and shall not fix prices, rig bids, limit production and quotas, or share or divide markets by allocating customers, suppliers, operating territories, or types of businesses.
Article 16 Preventing Products or Services from Harming Interested Parties
The Company and its directors, managerial officers, employees, appointees and persons with de facto control shall comply with relevant laws and regulations and international standards in the process of developing, procuring, manufacturing, providing or selling products and services to ensure the transparency and safety of information on products and services, and to implement them in operational activities to prevent products or services from directly or indirectly harming the rights, health and safety of consumers or other interested parties. If there are sufficient facts to prove that the products or services may endanger the safety and health of consumers or other interested parties, the Company shall, in principle, recall the products or stop the services immediately.
Article 17 Organization and Responsibility
1. The Company’s directors, managerial officers, employees, appointees and persons with de facto control shall exercise their duty of care as good administrators, urge the Company to prevent dishonest conduct and review the effectiveness of its implementation and continuous improvement from time to time to ensure the fulfillment of its ethical management policy.
2. To ensure ethical management, the Company shall set up a dedicated unit under the Board of Directors with sufficient resources and appropriate personnel to formulate and supervise the implementation of ethical management policies and preventive plans, and to report regularly (at least once a year) to the Board of Directors on the following matters:
1) Assisting in integrating integrity and ethical values into the Company's business strategy, and cooperating with laws and regulations to establish relevant anti-fraud measures to ensure honest management.2) Regularly analyzing and evaluating the risk of dishonest acts within the scope of business, thereby formulating a plan to prevent such acts, as well as setting up standard operating procedures and behavioral guidelines related to work operations under each plan.3) Planning of internal organization, staffing, and functions, and establishment of a mutual monitoring and check-and-balance mechanism for business activities with high risk of dishonest practices within the scope of business.4) Ethical policy advocacy training promotion and coordination.5) Planning a whistleblower system to ensure effective enforcement.6) Assisting the Board of Directors and management in checking and evaluating the effectiveness of the safeguards established for the implementation of the integrity management system, and periodically evaluating and reporting on compliance with relevant business processes.
Article 18 Compliance with Laws and Regulations in Implementing Business
The Company’s directors, managerial officers, employees, appointees and persons with de facto control shall abide by laws and regulations and precautionary measures in the execution of their duties.
Article 19 Avoidance of Conflicts of Interest
1. The Company shall have a policy in place to prevent conflicts of interest in order to identify, monitor and manage the risk that a conflict of interest may lead to dishonesty and to provide an appropriate channel for directors, managers and other interested parties attending or participating in board meetings to proactively disclose any potential conflict of interest with the Company.
2. The Company’s directors, managers, and other interested parties attending or participating in the board of directors' meeting shall, if they or the legal entities they represent have an interest in the motions listed on the agenda, explain the important contents of their interests at the board meeting. They shall not participate in discussions and voting if posing a risk that would be detrimental to the interests of the Company, and they shall recuse themselves from discussions and voting and shall not exercise the voting rights on behalf of other directors. The directors shall also exercise self-discipline and mutual support among themselves.
3. The Company’s directors, managerial officers, employees, appointees and persons with de facto control shall not improperly benefit themselves, their spouse, their parents, their children or any other person by reason of their position or influence in the Company.
Article 20 Accounting and Internal Control
1. The Company shall establish an effective accounting system and internal control system for business activities with a higher risk of dishonest practices, and shall not have external accounts or retain secret accounts, and shall review the systems from time to time to ensure that the design and implementation of the systems remain effective.
2. Based on the results of the assessment of the risk of dishonest conduct, the Company's internal audit department shall develop an audit plan, including the target, scope, items, and frequency of the audit, and inspect the compliance with the preventive plan, and may appoint a certified public accountant to perform the audit, and seek professional assistance if necessary.
3. The results of the aforementioned audits shall be reported to senior management and the dedicated ethical management unit, with an audit report submitted to the Board of Directors.
Article 21 Operating Procedures and Conduct Guidelines
The Company shall establish operating procedures and conduct guidelines in accordance with the provisions of Article 6, specifically regulating matters to which directors, managerial officers, employees, and persons with de facto control shall pay attention in the execution of their business, which shall cover the following matters:
1) The criteria for determining whether the benefits offered or accepted are improper.
2) Procedures for handling legitimate political donations.
3) The procedures and amount criteria for handling legitimate charitable donations and sponsorships.
4) The requirement on avoidance of conflicts of interest related to duties, and the procedures for declaration and handling of conflicts of interest.
5) Confidentiality of confidential and commercially sensitive information obtained in the course of business.
6) Regulations and procedures for handling suppliers, clients and trading counterparties involved in dishonest conduct.
7) Procedures for handling violations of the Ethical Corporate Management Best Practice Principles.
8) Disciplinary action taken against the violator.
Article 22 Educational Training and Assessment
1. The chairman, general manager or senior management of the Company shall periodically communicate the importance of integrity to directors, employees and appointees.
2. The Company shall offer educational training and advocacy to directors, managers, employees, appointees and those with de facto control, and may invite the business counterparts, so that they can fully understand the Company's determination, policies, preventive programs and the consequences of committing dishonest acts.
3. The Company shall combine the integrity management policy with employee performance evaluation and human resources policy to establish a clear and effective reward and punishment system.
Article 23 Whistleblowing System
1. The Company shall establish a specific reporting system, which shall be implemented and shall cover at least the following matters:
1) Creating and publicizing an internal independent whistle-blowing mailbox:
2. If the Company's dedicated personnel or units handling the report find serious violations or that the Company is in danger of serious damage after investigation, they shall make a report immediately and submit it in accordance with relevant regulations.
Article 24 Discipline and Grievance System
The Company shall stipulate and publicize the disciplinary and grievance system related to the contravention of the regulations on ethical management, and shall immediately disclose on the Company's intranet site the violator’s name, title, date of the breach, content of the breach, and information on the handling of the case.
Article 25 Disclosure of Information
The Company shall establish quantitative data to promote honest management, continuously analyze and evaluate the effectiveness of its honest policy, and announce the measures adopted, the status of implementation, and the aforementioned quantitative data and implementation effectiveness on the Company's website, in the annual report, and prospectus, and disclose the contents of the Ethical Corporate Management Best Practice Principles on the Market Observation Post System.
Article 26 Review and Amendment of Ethical Management Policies and Practices
The Company shall keep abreast of the development of domestic and international standards concerning ethical management, and encourage its directors, managers, and employees to make suggestions, thereby reviewing and improving the Company's ethical management policy and promotion measures, in an attempt to boost the effectiveness of its integrity management.
Article 27 Implementation
1. The Principles are implemented upon approval by the Board of Directors and reported to the shareholders' meeting. The same applies when an amendment is made.
2. When presenting the Principles to the Board for discussion, the Company shall give due consideration to the views of each independent director and indicate in the minutes of the Board meeting their objections or reservations. If an independent director is unable to attend a Board meeting in person to express an objection or reservation, he/she shall, unless he/she has a justified reason to do so, give his written opinions in advance, which shall be recorded in the minutes of the Board meeting.
3. The Principles were laid down on May 22, 2020.
The Principles were first amended on July 10, 2020.
I. Basis:
In order to comply with the requirements of the Securities and Futures Institute on corporate governance and to implement the provisions of Article 23 of the Company's Ethical Corporate Management Best Practice Principles, which encourages the reporting of any illegal or unethical behavior, the Guidelines are hereby established.
II. Handling Procedures:
1. The Company encourages internal and external personnel to report illegal and unethical behavior. Should the report be substantiated after investigation, a bonus will be given according to the seriousness of the incident reported. Disciplinary action shall be taken against any internal employee who makes false reports or malicious allegations, and dismissal shall be imposed if the case is serious.
2. The Company establishes and posts an internal independent whistleblower E-mailbox on the Company's website and intranet for use by both internal and external personnel. Whistleblowers shall provide at least the following information:
1) The informant's name, ID card number, and address, telephone number and email address where the informant can be reached.2) The name of the person being reported or other information sufficient to identify the person in question.3) Specific evidence for investigation.
3. The Company undertakes to protect whistleblowers from being mistreated for whistleblowing. The Company’s dedicated unit shall handle such cases in accordance with the following procedures:
1) An accusation involving an ordinary employee shall be reported to the chairman; an accusation involving a director or a senior executive shall be reported to an independent director or supervisor.2) The Company's responsible unit and the director or person to whom a report is made shall promptly ascertain the relevant facts and, if necessary, shall be assisted by the regulatory compliance or other relevant departments.3) If it is proved that the person being reported has contravened the relevant laws and regulations or the Company's Ethical Corporate Management Best Practice Principles and rules, the person in question shall immediately be requested to stop such acts and be given appropriate punishment, and if necessary, the Company will seek damages through legal procedures to protect the Company's reputation and rights.4) The receipt of the report, the investigation process, and the results of the investigation shall be preserved in written form for five years, which may be kept by electronic means. Before the expiration of the retention period, in the event of a lawsuit related to the contents of the report, the relevant information shall be retained until the conclusion of the litigation.5) If the report is substantiated, the Company shall instruct the relevant units to review the internal control system and operating procedures, and to propose improvement measures to prevent the recurrence of the same misconduct.6) If, after investigation, a material violation is found or there is a risk of significant damage to the Company, a report shall be made immediately and the independent directors or supervisors shall be notified in writing, while the Board of Directors shall be briefed on the case, how it was handled and the subsequent review and improvement measures.
III. Whistleblowing Mailbox:
IV. The Guidelines come into force upon approval by the Board of Directors, and the same applies when amended.
V. The Guidelines herein are set forth on May 22, 2020.
