Catcher Technology is committed to strengthening corporate governance by establishing a comprehensive internal control system and working in coordination with the audit department to conduct regular inspections, ensuring the effective implementation of all operations. The Company has established a dedicated unit to closely monitor significant domestic and international policy and regulatory developments. When appropriate, the Company seeks advice from professionals in legal, accounting, and other relevant fields to provide recommendations and formulate responsive measures. These efforts are implemented in both internal management and external business activities, embodying the core spirit of ethical business conduct.

1. Formulation of Ethical Business Policies and Programs

• On March 10, 2021, the Board of Directors resolved to adopt the Procedures for Ethical Management and Guidelines for Conduct. All seven directors and eight senior executives unanimously committed to its implementation and signed the Ethical Management Commitment Letter, thereby setting a strong example of proper conduct. Relevant actions are regularly disclosed in the Company’s Sustainability Report and on its official website.
• For business activities with potential risks of unethical conduct – such as procurement and engineering – as well as possible improper behaviors (including bribery or corruption, improper donations or sponsorships, offering or accepting unreasonable gifts, hospitality, or other undue benefits), the Company has established preventive measures in accordance with the Procedures for Ethical Management and Guidelines for Conduct and promoted them through multiple channels. In 2024, all 3,074 domestic and overseas employees (100%) signed the Integrity and Anti-Corruption Commitment Letter. The Company has also integrated supplier whistleblowing channels, audit procedures, and employee grievance mechanisms to effectively prevent unethical conduct.
  
• For any unethical conduct that occurs, the Company imposes disciplinary actions commensurate with the severity of the case, incorporating the results into performance evaluations. An appeal mechanism is in place, supported by the accounting system and internal control framework, to mitigate the risk of violations of laws and ethical standards. In supply chain management, all partnering suppliers are required to comply with the Company’s Supplier Code of Conduct (including its anti-corruption policy) to ensure that unethical conduct is prevented at all levels.

2. Implementation of Ethical Business Practices

• Before engaging in business cooperation with any supplier, the Company evaluates the supplier’s integrity record and related circumstances, and requires the supplier to clearly understand the Company’s expectations regarding ethical conduct. Should a supplier violate these requirements, the Company reserves the right to terminate or rescind the contract and impose penalties in accordance with the contractual terms. In addition, the Company has published supplier whistleblowing channels on its official website to ensure the effective implementation of ethical business principles.
  
• The Legal Department is responsible for coordinating the promotion of ethical business practices, ensuring the effective execution of relevant policies. On November 6, 2024, the Company reported to the Board of Directors on the operation and implementation of the Procedures for Ethical Management and Guidelines for Conduct for the year. The Audit Department is tasked with overseeing the execution of the policy, auditing reports received through internal and external whistleblowing and grievance channels to identify potential risks of non-compliance or involvement in corruption or bribery, and regularly presenting audit findings to the Board.
  
• The Company has established the Social Responsibility Management Procedures and Work Rules, requiring all employees to refrain from engaging in fraudulent or corrupt acts. The Handling Procedures of Employee Complaints and Suggestions also provide formal channels for employees to file complaints or report violations.
  
• New employees are required to undergo corporate social responsibility training upon onboarding, which includes guidance on the Company’s anti-corruption and ethical business regulations; in 2024, the completion rate for this training reached 100%. Furthermore, the Company periodically organizes related training programs for existing employees or assigns staff to attend external courses to continuously strengthen and implement ethical conduct.

Ethical Business Conduct Training in 2024

On November 9, 2022, the Company’s Board of Directors resolved to appoint Ms. Hung-Ying Lee as the Corporate Governance Officer, responsible for overseeing the Company’s corporate governance-related matters. Her duties include handling matters related to Board of Directors and Shareholders’ meetings in accordance with laws and regulations, providing directors with the necessary information for performing their duties, assisting in director onboarding and continuous training, and supporting directors in complying with applicable laws and regulations.

The Company’s corporate governance practices adhere to four key principles: safeguarding shareholders’ rights, strengthening the functions of the Board of Directors, respecting the rights of stakeholders, and enhancing information transparency. The Company is committed to maintaining a robust corporate governance framework and promoting related initiatives, thereby enabling the Board and other functional committees to perform their duties effectively and protecting the best interests of the Company and all its shareholders.

• Prepared the meeting agendas and relevant materials for the Board of Directors, Audit Committee, and Compensation Committee.
  
• In 2024, held a total of six Board meetings, five Audit Committee meetings, and two Compensation Committee meetings.
  
• Assisted in convening the Annual General Meeting of Shareholders on May 30, 2024, in accordance with statutory deadlines.
  
• Published material information in compliance with legal requirements for significant resolutions of the Board and Shareholders’ meetings.
  
• Conducted integrity-related training for both local and mainland Chinese employees, covering topics such as confidentiality agreements, anti-bribery policies, business integrity, handling of material inside information and insider trading, and trade secret protection. In 2024, a total of 4,921.2 training hours were provided to 24,606 participants. For foreign employees, awareness was promoted through posters (translated into English, Vietnamese, and other languages) and quizzes.
  
• Carried out Board performance evaluations, covering the overall Board, individual directors, and functional committees. The results of the 2023 evaluation were reported to the Board on February 22, 2024, and the 2024 evaluation was conducted in November 2024.

• Continuously strengthen the corporate governance framework and promote related initiatives to enhance the functions of the Board of Directors and other functional committees.
  
• Deepen advocacy of integrity management through training programs and codes of conduct, with ongoing promotion to all employees across the Group.
  
• Closely monitor industry trends and regulatory requirements in corporate sustainability to further improve governance performance.
  
• Continue to enhance information transparency and safeguard shareholders’ and investors’ rights.