Code of Business Ethics

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Code of Business Ethics

Introduction

The Code of Business Ethics applies to all employees of GigaDevice Semiconductor Inc. and its wholly-owned subsidiaries. In this document, the Code of Business Ethics is referred to as the “Code,” and GigaDevice Semiconductor Inc. and its wholly-owned subsidiaries are collectively referred to as “GigaDevice,” “we/us,” or “the Company.”

The Code represents our universal standard of professional ethics and aims to provide employees with guidance on appropriate conduct. Its implementation and enforcement shall comply with the laws and regulations of the country or region in which we operate.

Code of Conduct for Employees

Every member of GigaDevice is responsible for complying with the Code of Conduct for Employees:

Being in good faith is the fundamental principle and requirement.
Complying with applicable laws and regulations that guide our global business operations.
Being honest, fair and trustworthy when handling all business activities and relationships at GigaDevice.
Avoiding conflicts between public and private interests.
Creating and developing an atmosphere within the Company where everyone boasts equal opportunities.
Providing employees with a safe working environment.
Being committed to environmental protection.
Creating and maintaining a corporate culture that everyone recognizes and promotes integrity, and practices it personally through the joint efforts of employees.
Keeping internal information confidential, including but not limited to salary, technology and trade secrets, and business data, and avoiding any forms of disclosure of them.

Anti-bribery Compliance

The Company is committed to complying with all applicable anti-corruption and anti-bribery laws and regulations in its business, and resolutely eliminating any form of corruption and bribery so as to regulate its business activities. To be specific, employees, entities or individuals engaged in business activities on behalf of the Company shall:

not offer, promise, give, solicit or accept bribes (including but not limited to cash, commissions, rebates, securities or valuable items) to or from public officials or other entities and individuals in any direct or indirect manner for the purpose of obtaining business opportunities;
not participate in reception and entertainment activities organized by institutions with business connections or their affiliated parties that may affect business fairness or obtain improper benefits;
if any supplier, agent, consultant or other partner engages in the above-mentioned behavior towards employees of GigaDevice for the same purpose, refuse and report it to the Company;

The Company will never tolerate any form of corruption and bribery, nor will it allow any behavior that may damage the Company’s reputation or interests.

Customer Privacy Protection

To protect customer privacy, the Company has established and implemented a series of internal policies. The Classification Management Policy specifies that customer privacy data is categorized as confidential. The System Account Authority and Password Management Process stipulates that all system account applications must adhere to the principle of least privilege. The Personal Information Management Process provides detailed requirements on the lifecycle management of personal information, protection of data subject rights, cross-border personal data transfers, and handling of personal data safety incidents. These measures ensure the lawful collection, storage, use, and transmission of customer data. Employees are obliged to protect customer privacy and data, and to comply with the implementation procedures of their business departments regarding privacy and data protection.

Supplier Relationship

The Company shall develop relationships with suppliers in a legal and fair manner, fully respects suppliers’ intellectual property rights, and strictly responds to legitimate requirements for trade secret protection. It is prohibited to engage with suppliers who violate local laws or fail to meet GigaDevice’s standards regarding equal employment opportunities, environment, health and safety.

Anti-unfair Competition

In strict compliance with the Anti-Unfair Competition Law of the People’s Republic of China, the Company and its employees shall not violate the principles of voluntariness, equality, fairness and integrity, as well as business ethics when conducting business activities. It is strictly forbidden to fabricate, disseminate, or comment on rumors, engage in untrue publicity, or infringe upon the commercial secrets of other market participants. The Company is committed to maintaining a market environment based on fair competition.

Anti-monopoly

The Company strictly complies with the Anti-Monopoly Law of the People’s Republic of China as well as relevant competition laws and regulations in all countries or regions where it conducts business. It is prohibited to engage, whether individually or jointly with other partners, in any monopolistic behaviors or actions that may undermine fair competition.

Export Control Compliance

The Company and its employees shall strictly comply with all applicable laws and regulations regarding export control and economic sanctions, including those of China and other countries or regions in which the Company operates. All employees of GigaDevice shall strive to achieve the Company’s goal of trade compliance, and strictly implement the relevant trade compliance policies of the Company. It is not allowed to use the Company’s technologies, products and services for prohibited end uses such as nuclear weapons, weapons of mass destruction, specific rocket systems, biological and chemical weapons, terrorism and military; nor is it allowed to export or transport the Company’s technologies, products and services to countries or regions subject to sanctions or embargoes imposed by applicable governments or organizations. Moreover, it is strictly forbidden to sell, deliver, or provide the Company’s technologies, products, or services to any individuals or entities listed on restricted party lists maintained by China, the United States, the European Union, or other relevant authorities.

Anti-Money Laundering

The Company shall strictly resist money laundering, require all employees to comply with laws and regulations such as the Anti-Money Laundering Law of the People’s Republic of China, and eliminate all forms of financial support for illegal and criminal activities.

Environment, Health and Safety (EHS)

The Company shall abide by applicable regulations and standards related to occupational health and safety, and attach great importance to the health and safety of employees. Committed to creating and maintaining a safe and sanitary working environment for employees, the Company shall comply with local environmental protection and safety regulations, reduce waste and emissions, as well as the use of toxic materials, and take appropriate measures to prevent potential environmental and safety hazards. The Company shall strictly comply with relevant laws and regulations, implement special labor protection for female employees, and not assign them to labor with the Ⅳ physical work intensity or other prohibited labor specified by China. We ensure the safety of machinery, equipment, and fire protection facilities, and provide basic welfare amenities. Appropriate personal protective equipment is supplied to employees as needed. Regular training on environment, health, and safety (EHS) topics is conducted, along with the provision of emergency supplies and the organization of emergency drills. The Company has established procedures for accident reporting and investigation, and encourages employees to report accidents and potential hazards. In the event of an emergency that poses an immediate threat to personal safety, employees have the right to stop work or evacuate the worksite after taking any feasible emergency measures.

Equal Employment Opportunity and Anti-discrimination

The Company abides by all applicable labor and employment laws and regulations. It upholds principles of equality and diversity in employment, treats all employees fairly, and welcomes talent with diverse educational and professional backgrounds. Any form of discrimination based on race, skin color, ethnicity, gender, sexual orientation, language, age, religious beliefs, disability, marriage and childbirth, nationality, political affiliation, veteran status, or any other characteristic protected by law is strictly prohibited.

We ensure fairness and equality throughout the recruitment process. For special types of work or positions subject to specific gender-related legal requirements, such requirements are duly observed. Employment decisions are made primarily based on professional qualifications and other job-related criteria. Except for positions legally deemed unsuitable for women, the Company does not reject or raise hiring standards for female candidates. Equal pay for equal work is implemented regardless of gender. All employees with outstanding performance and overall competence, upon passing assessments, are provided with equal opportunities for promotion.

Legal Employment

During recruitment, the Company shall not collect any form of deposit or collateral from employees, or detain their documents such as ID cards, residence permits, educational certificates, or professional qualification certificates. All employees hired must possess valid identification recognized by the People’s Republic of China. No employee in any position within the Company is permitted to refer or recruit child labor, and the minimum employment age must comply with applicable local laws and regulations. The Company shall not use or support any form of forced labor, including but not limited to bonded labor, indentured labor, forced labor through punishment or intimidation, etc. All employees shall voluntarily establish labor relations with the Company.

Anti-harassment and Workplace Bullying

The Company strictly prohibits any form of sexual harassment in the workplace or any work-related setting. This includes, but is not limited to, sending sexually explicit messages or videos, sexual coercion, threats, humiliation, sexually suggestive jokes or teasing, and unwarranted physical contact. The Company also enforces a zero-tolerance policy against workplace bullying. No employee shall be subjected to violence or inhumane treatment. Similarly, employees must not engage in unreasonable behavior toward colleagues or subordinates, including but not limited to corporal punishment, threats, physical oppression, verbal abuse, and psychological abuse or humiliation.

Communication Channels

The Company encourages employees to actively voice their opinions and offer constructive suggestions, and is committed to fostering open and unobstructed communication by establishing a diversified feedback system. This includes regular communications within departments, cross-departmental collaboration and communications, high-level face-to-face communications, and dedicated feedback channels through the HR department. We also utilize our internal information management system to facilitate timely communication. Employee concerns are analyzed and given feedback to continuously optimize management practices and improve employee satisfaction and sense of belonging.

Complaint Reporting and Information Protection

The Company places great importance on safeguarding employee rights and interests. It has established and refined its employee appeal and reporting system. Employees may submit a report according to the appeal process if they believe that their personal or collective company interests have been improperly infringed. We are firmly committed to protecting whistleblowers and establishing a robust safeguard framework through multiple measures including confidentiality of information, conflict-of-interest avoidance mechanisms, and protection against retaliation. Clear and well-defined policies are in place to ensure comprehensive protection for individuals who report misconduct. Upon receiving a report, the Company promptly initiates an investigation and provides the whistleblower with timely, transparent updates, ensuring their right to information throughout the process.

Avoidance of Conflicts of Interest

Employees shall act in line with the best interests of GigaDevice to avoid conflicts of interest. In case of any conflict of interest, employees shall avoid making business decisions where personal needs override the Company’s interests. Situations and examples of conflicts of interest are as follows:

Employees should avoid behaviors or relationships that may conflict with their job responsibilities or the Company’s interests. Necessary approvals must be obtained before accepting managerial or board positions in other companies or non-profit organizations. Employees must not accept or purchase “friends and family” shares offered at preferential rates during the initial public offerings of companies with which GigaDevice has business dealings. Activities, financial interests, or relationships that may potentially conflict with the Company’s interests must be avoided.

Confidentiality of Insider Information and Prohibition of Insider Trading

Employees shall be obligated to keep confidential undisclosed information (insider information) that involves the Company’s operations, finances, or has a significant impact on the Company’s stock market price before such information is made public. Prior to a lawful disclosure of insider information, insiders shall not publicly reveal or disclose such information in any form without authorization, shall not use insider information to buy or sell the Company’s stocks and their derivatives, or suggest others to do so for the benefit of themselves or others. In case of violation, the Company will impose penalties on the responsible person accordingly depending on the severity of the circumstances and reserve the right to claim compensation against such a responsible person; to investigate his or her legal liabilities in accordance with laws, regulations and normative documents; and where a crime is constituted, it will be transferred to the judicial authorities for criminal prosecution in accordance with the law.

Intellectual Property Rights (IPR) Protection

Employees must strictly adheres to the company’s Patent Management Rules, Employee Handbook, and the Labor Contract. They are expected to actively protect the Company’s intellectual property (IP) and respect the IP rights of others. Technological innovations should be protected through patents, integrated circuit layout designs, commercial secrets, or other appropriate means. Without prior authorization, employees may not disclose, license, or transfer the Company’s IP. They shall fully respect the IPR of others and must not use any third-party IP in the Company’s operations without proper authorization. Those who use the Company’s trademarks and trade names shall comply with our brand management guidelines. Employees are prohibited from intentionally seeking out or obtaining commercial secrets unrelated to their roles or responsibilities. Any form of unauthorized disclosure of commercial secrets is strictly forbidden. If a breach of confidentiality is discovered, appropriate measures must be taken immediately to contain the leak, and the incident must be promptly reported to the Company.

Anti-fraud

The Company upholds a zero-tolerance policy toward fraud and is committed to operating with integrity. We strive to protect the legal rights of our customers, partners, and all stakeholders, ensuring transparency and fairness in our operations. The Reporting and Informant Protection System has been established to report fraudulent behavior, demonstrating our commitment to corporate social responsibility and a healthy market ecosystem.

Penalties for Violating the Code of Business Ethics

All employees of the Company should comply with the provisions of the Code. In case of any violation, the Company will ascertain the responsibility in accordance with laws and regulations and handle it seriously; for those suspected of illegal or criminal activities, they shall be transferred to relevant authorities for legal responsibility in accordance with the law.

GigaDevice Semiconductor Inc.