Reporting and Informant Protection System

1. Scope of Application

This System applies to all the employees (including full-time, part-time, dispatched, and temporary staff) on the Chinese mainland of GigaDevice Semiconductor Inc. and all of its holding subsidiaries, branches, and other offices, as well as to other informants.

2. Purpose

The Company advocates that all employees should comply with laws, regulations, the internal management system, and professional ethics. The company places a high premium on the rights and interests of employees, establishes internal supervision and feedback mechanisms, and provides channels for appeals and reporting of misconduct. This System is hereby formulated to safeguard the legitimate rights and interests of informants in accordance with laws and regulations, and standardize the reporting and investigation procedures.

3. Definition

Reporting: refers to the act of informant filing complaints or reports regarding violations of laws, regulations, or policies within the Company through means such as express delivery, emails, or phone calls, which are then handled by the Company in accordance with established procedures.

4. Responsibilities

5. Work Instructions

5.1Reported Matters

GigaDevice has formulated and strictly implemented the Employee Handbook, specifying that the following misconduct (hereinafter referred to as “Reported Matters”) counts as disciplinary violations and that informant may appeal or report them.

5.1.1 The Reported Matters include, but are not limited to:

a. Undue infringement on personal interests;

b. Actions that endanger the health or safety of others;

c. Violations of the Company’s various regulations;

d. Violations of national laws or regulations; 

e. Regarding the behavior or matters suspected of commercial bribery or corruption, please refer to the Company's Anti-commercial Bribery Compliance Policy and the specific anti-bribery compliance management requirements and guidelines applicable to each area; 

f. Other misconduct as stipulated in administrative provisions.

5.2 Requirements for Informant Protection

Informants are entitled to the legitimate rights and protections provided by national laws and regulations. The Company's relevant departments must enforce strict confidentiality rules, recusal mechanisms, and effective measures to prevent retaliation. These departments are also responsible for protecting the informant’s legitimate rights and interests, handling requests from informants to safeguard their rights and interests.

5.2.1Confidentiality

The procedures related to the acceptance, evidence collection, investigation and handling of reports shall be kept strictly confidential to prevent any disclosure of the informant’s information:

a. The informant may report in real name or anonymously, upon received anonymous feedback without actual evidence, the relevant departments will register the ledger and the current feedback will not be accepted, and shall not be asked for their real information unless it is necessary during acceptance of anonymous reports;

b. It is prohibited to disclose any information related to the informant and the Reported Matters to the reported party or their stakeholders in any manner; 

c. The Company shall designate a dedicated person to accept reports in professional settings or via specialized websites and phone lines; Unrelated personnel shall not be present; The dedicated person shall ensure that the informant’s identity is not disclosed to others (including their superiors) or any irrelevant personnel without the informant’s consent;

d. The person in charge of accepting reports shall limit the number of persons informed and involved to the minimum necessary, and only the designated person in charge can contact the informant for relevant investigation;

e. If the informant or the reported party believes that there is a conflict of interest between the designated person in charge or their stakeholders and the Reported Matters, they may request the withdrawal of the designated person. Upon verification by the Company through investigation, the person in charge shall be replaced, but must continue to strictly fulfill their confidentiality obligations;

f. The reporting acceptance, evidence collection, and investigation processes shall strictly follow the principle of confidentiality and be carried out in a private and confidential way. Disclosure of any information related to the informant is prohibited;

g. Reporting materials, letters, and verification documents shall be filed as confidential documents, and shall not be accessible to anyone other than the designated person responsible for accepting the report;

h. In cases where there is a conflict of interest between the person in charge or their stakeholders and the Reported Matters during acceptance, a complete withdrawal mechanism shall be implemented, and the Company reserves the right to replace the person in charge; In cases where the person in charge or their stakeholders identify a conflict of interest between them and the Reported Matters, they shall also voluntarily apply for withdrawal;

i. Any statements or actions that discloses the informant’s information will be treated as violations of the Company’s Confidentiality System, Non-disclosure Agreement, and corporate values of integrity and honesty. In severe cases, the Company reserves the right to terminate the employment relationship; and

j. The informant shall be mindful of their reporting methods and strengthen self-protection awareness.

5.2.2 Prohibition of Retaliation

No department or individual within the Company may retaliate against informants or their families for any reason or by any means, nor may they unlawfully investigate the informant’s information. The Company will take stringent measures against any threats, retaliation, or reprisals and will refer cases involving suspected illegal activities to the relevant law enforcement authorities to pursue their legal liability. The following actions are considered retaliation against an informant:

a. Violence, threats, or unlawful restrictions on personal freedom to compromise the informant’s safety;

b. Illegal seizure of or damage to the informant’s property;

c. Defamation, insults, or slander against the informant;

d. Deliberate withholding of the informant’s salaries, bonuses, or other benefits in violation of applicable regulations; 

e. Any other infringements on the informant’s legal rights.

5.3 Rights of the Informant

a. The informant’s information is entitled to protection;

b. The informant has the right to report any negligence or misconduct by the departments handling the report or the involved personnel;

c. The informant has the right to be informed about the outcome of the investigation into the reported matter;

d. The informant is entitled to fair and non-discriminatory rights in terms of promotion, training, remuneration, and merit pay.

5.4 Obligations of the Informant

a. The Reported Matters shall be objective and authentic;

b. The informant shall be responsible for the authenticity of the Reported Matters, and shall neither distort facts nor falsely accuse or frame others;

c. The informant shall maintain confidentiality regarding the outcome of handling the Reported Matters and any other relevant information; and

d. Compliance with other obligations as stipulated by national laws and regulations.

5.5 Reporting Channels

5.5.1 Email

Informants can report any misconduct via the Company’s designated reporting e-mail (gd-info@gigadevice.com). For any matters suspected of commercial bribery, please report them via the Company's anti-commercial bribery e-mail (woodpecker@gigadevice.com).

5.5.2 Correspondence

a. Internal Audit Department, Building 8, Zhongguancun Integrated Circuit Design Park, No. 9 Fenghao East Road, Haidian District, Beijing, China.

b. Human Resources Department, Building 8, Zhongguancun Integrated Circuit Design Park, No. 9 Fenghao East Road, Haidian District, Beijing, China.

5.6 Investigation Procedures

The report recipient should record each Reported Matter individually and address them as follows:

a. Opinions and suggestions that aid in improving work processes and fostering the Company's healthy development shall be actively considered. Informants who provide information that helps the Company recover losses shall be rewarded accordingly;

b. Complaints or reports with clear facts shall be investigated and verified in accordance with the Company’s policies and the specific circumstances;

c. Complaints or reports lacking factual evidence or failing to meet the Company policy requirements shall not be supported;

d. Complaints or reports involving suspected illegal activities or severe harm to the Company shall be reported to higher levels for resolution. If necessary, the CEO shall make final decisions, and cases should be forwarded to law enforcement authorities following legal procedures; and

e. For cases causing adverse effects or losses to the Company, the Company will hold the responsible individuals legally accountable.

5.7 Supervision Mechanism

The Company conducts non-scheduled reviews of the report handling records and outcomes, and reports the review outcomes to the Company’s management.

This System shall take effect from the date of issuance.

The Company will revise this System from time to time.

Matters not covered by this System will be handled in accordance with relevant national and regional laws and regulations.