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Catcher Technology Co., Ltd.
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Upholding Integrity in Business Operations
Catcher Technology is committed to strengthening corporate governance by establishing a sound internal control system and conducting regular reviews in coordination with the internal audit function to ensure the effective execution of all operations. The Company has designated a dedicated unit to continuously monitor significant policy and regulatory developments both domestically and internationally, and, where appropriate, to consult with professionals in legal, accounting, and other relevant fields to formulate recommendations and responsive measures. Through effective implementation in both internal management and external business activities, the Company ensures the faithful practice of integrity management and embodies its core principles.
Implementation Status in 2025
I. Establishment of Integrity Management Policies and Programs
| The Company’s Board of Directors resolved on March 10, 2021 to adopt the Integrity Management Policy. As of 2025, all seven directors and eleven senior executives have jointly committed to its implementation, with a 100% execution rate in signing the Integrity Management Commitment Letter, thereby setting a strong example of ethical conduct. Relevant information is regularly disclosed in the Company’s Sustainability Report and on its official website. |
| For business activities with higher risks of unethical conduct—such as procurement and engineering—and for potential improper practices (including bribery or acceptance of bribes, improper donations or sponsorships, offering or accepting unreasonable gifts, hospitality, or other improper benefits), the Company has adopted preventive measures in accordance with its Integrity Management Policy and conducts awareness-building through multiple channels. In 2025, a total of 2,870 domestic and foreign employees at the Company’s Taiwan operations signed the Integrity and Anti-Corruption Commitment Letter, achieving a 100% participation rate. Employees commit to strictly prohibiting any unethical conduct, including bribery, illegal political contributions, improper charitable donations or sponsorships, offering or accepting unreasonable gifts, services, hospitality or other improper benefits, infringement of intellectual property rights, and unfair competition. In addition, the Company integrates supplier reporting mechanisms, audit procedures, and employee grievance systems to effectively prevent unethical conduct. |
| For confirmed cases of unethical conduct, the Company imposes disciplinary actions commensurate with the severity of the violation and in conjunction with performance evaluations. A grievance mechanism is also in place, supported by the accounting system and internal control framework, to mitigate risks of legal and ethical non-compliance. In supply chain management, cooperating suppliers are required to agree to comply with the Company’s Supplier Code of Conduct (including integrity and anti-corruption policies), ensuring the prevention of unethical conduct at all levels. |
II. Implementation of Integrity Management
| Prior to engaging in business cooperation, the Company evaluates counterparties’ integrity records and related circumstances, and requires them to clearly understand and comply with the Company’s integrity requirements. In the event of a violation, the Company reserves the right to terminate or rescind contracts and impose penalties in accordance with contractual provisions. In addition, the Company discloses supplier reporting channels on its official website to ensure the effective implementation of integrity management principles. |
| The Legal Office coordinates and promotes corporate integrity management to ensure effective implementation of relevant policies. On November 6, 2025, the Office reported to the Board of Directors on the operation and implementation status of the integrity management policy for the year. The internal audit function supervises the execution of integrity management policies and audits reports received through internal and external reporting and grievance channels to identify potential risks of policy violations, corruption, or bribery, and regularly reports audit findings to the Board of Directors. |
| The Company has established the Social Responsibility Management Procedures and Work Rules, which require all employees to refrain from fraud or misconduct for personal gains. In addition, the Employee Grievance and Suggestion Procedures provide employees with formal channels for complaints and whistleblowing. |
| New employees are required to complete corporate social responsibility training upon onboarding, which includes promotion of integrity and ethical business conduct requirements. In 2025, the completion rate of this training reached 100%. The Company also provides periodic training for existing employees or arranges external training opportunities to continuously strengthen and reinforce ethical and integrity-based conduct. |
Status of Integrity Management Education and Training in 2025
| Course Title |
Training Hours and Number of Participants
(including domestic and PRC employees) |
| Integrity Management Education and Training |
8,811 person-times; total of 1,147.65 hours; 100% completion rate |
| Confidentiality Agreements and Anti-Bribery Clauses |
8,761 person-times; total of 1,732.78 hours; 99.95% completion rate |
| Protection of Trade Secrets |
8,771 person-times; total of 1,301.74 hours; 100% completion rate |
| Handling of Material Non-Public Information and Insider Trading |
821 person-times; total of 149.69 hours; 100% completion rate |
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For non-Taiwanese and non-PRC employees, integrity and ethical conduct training is delivered in appropriate foreign languages to ensure full understanding of the Company’s relevant policies and regulatory requirements, and to ensure strict compliance therewith. |
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For employees whose roles may involve access to confidential or price-sensitive information (including personnel in sales, finance, procurement, R&D, and investment functions), the Company provides enhanced training on the “Handling of Material Non-Public Information and Insider Trading” to strengthen legal compliance awareness and risk management capabilities. |
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To mitigate potential risks, the Company will continue to promote integrity management, anti-bribery, and anti-corruption initiatives. Through comprehensive training programs, internal audit and oversight mechanisms, and annual reporting to the Board of Directors on implementation status, the Company ensures that its integrity policies are effectively executed and continuously improved. |
III. Operation of the Whistleblowing Mechanism
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The Company has established the Whistleblowing Procedures and provides the following channels for reporting and lodging complaints: |
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External |
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http://www.catcher.com.tw/tw/company_contact.aspx |
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audit@catcher-group.com |
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Internal |
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http://www1.catcher.com.tw/wp-content/uploads/2022/09/1663204862-588154158.pdf |
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audit@catcher-group.com |
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With respect to illegal (including corruption) and unethical conduct, the Company’s whistleblowing handling process is as follows: |
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The Company encourages reports from both internal and external parties and, depending on the severity of the case, may grant appropriate rewards. Internal personnel found to have made false or malicious accusations shall be subject to disciplinary actions in accordance with applicable regulations.
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Independent whistleblowing mailboxes are established and publicly announced through the Company’s internal and external websites.
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Robust whistleblower protection measures are implemented to safeguard the confidentiality of the whistleblowers’ identity and the reported information, and any form of retaliation against complainants is strictly prohibited.
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In 2025, the Company received a total of zero (0) cases or suspected incidents involving illegal conduct (including corruption), unethical behavior, or violations of the Integrity Management Policy through its whistleblowing and grievance channels. |
IV. Enhanced Information Disclosure
The Company’s Integrity Management Policy and the results of its implementation are disclosed in the Annual Report and the Annual Sustainability Report. In addition, principles and standards related to corporate social responsibility—including commitments to integrity management, business ethics, and fair competition—are also publicly disclosed on the Company’s official website.
V. Other Material Information
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The Company complies with the Company Act, the Securities and Exchange Act, the Business Accounting Act, regulations governing listed (and OTC) companies, and other laws and regulations related to business conduct, which collectively form the foundation for the implementation of integrity management. |
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The Company’s Rules of Procedure for the Board of Directors explicitly stipulate a director conflict-of-interest recusal mechanism. Where a director has a personal interest, or an interest on behalf of a legal entity he or she represents, in matters under discussion that may be detrimental to the Company’s interests, the director may state opinions and respond to inquiries, but shall not participate in the discussion or voting, shall recuse himself or herself during such discussion and voting, and shall not exercise voting rights on behalf of other directors. |
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The Company has established the Procedures for Handling Material Inside Information, which are communicated through written documents, internal notices, or training programs. Relevant personnel are prohibited from disclosing any material non-public information they become aware of to others, and from inquiring into or collecting material non-public information unrelated to their duties. |
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