Anti-Bribery Policy

1. Purpose：

    The purpose of this Anti-Bribery Policy (“Policy”) is to assert the position of PXW Semiconductor Manufactory Co., Ltd (“PXW” or “Company”) on anti-bribery issues and prohibit bribery and corruption in any form. Every employee of the Company shall acknowledge that it is your responsibility to understand and follow this Policy, and also commit to supporting the implementation of the anti-bribery program of the Company and act with integrity, honesty and high ethics in all situations.

2. Scope：

    This Policy applies to PXW’s employees and related parties. In this Policy, the term “related parties” refers to entities and their affiliated companies that are engaged in business cooperation with PXW, or entities or individuals that do business for PXW or PXW’s business partners upon entrustment, as well as entities or individuals that may have influence or impact on building and maintaining PXW’s business relationships, and/or on making business decision and pursuing vested interests by any means.

3. Guiding Principles:

    PXW is committed to strictly complying with all applicable laws and regulations regarding anti-bribery and fair trade, and considers this to be the cooperation foundation and prerequisite for conducting all of the Company’s business activities. PXW takes a zero-tolerance approach to bribery, corruption, misuse of power or position for personal gain and expects all entities and their affiliates as well as other related parties doing business with PXW to do likewise to ensure that the Company’s anti-bribery requirements can be effectively enforced by working together.

    3.1 Policy and Enforcement Consistency: PXW will strictly adhere to the principles set forth in this Policy and other policies and requirements of the Company for anti-bribery compliance. If employees and business partners fail to comply with the relevant requirements, the Company will take appropriate action to hold them accountable.

    3.2 Communications and Training: This Policy is easily accessible on the official website of PXW to all staff and it will be actively publicized by various means to convey PXW’s anti-bribery requirements to all business partners. PXW will also develop and make continuous improvement on anti-bribery training curriculum for employees.

    3.3 Anti-Bribery Mission: PXW will define the corporate values, foster a culture of integrity, set up a sound compliance management system, and implement this Policy and relevant anti-bribery compliance program through assignment of senior managers responsibility to ensure that the corporate values and this Policy are carried throughout the Company’s activities with tone from the top, management leadership, and adequate resources. Employees should contact the Legal Department for guidance and assistance if they have any questions concerning the content of this Policy, including issues relating to the applicability of the principles and requirements in various business operations or under special or unanticipated circumstances.

    3.4 Maintaining the Company’s Reputation: The Company shall take reasonable measures to ensure that persons involved in or suspected of being involved in illegal activities do not hold management positions. The head of each business units of the Company is the first responsible person for the maintenance and efficiency of the Company’s anti-bribery compliance system, as well as the execution and enforcement of the Company’s anti-bribery compliance requirements. Regardless of the position in the Company, all employees are responsible for complying with this Policy, and the principles and requirements of applicable anti-bribery laws, and shall be liable for any violation. All managers shall take managerial responsibilities for the actions of their subordinates (including acts or omissions).

4. Specific Requirements:

    4.1 A bribe or corrupt action includes the receiving, offering, promising, authorizing or providing “anything of value” to any customer, business partner, vendor or other third party in order to secure, induce or keep an improper or unfair advantage. “Anything of value” here includes not only cash, but also cash equivalents like gifts, services, employment offers, loans, travel and entertainment, charitable donations, sponsorships, business opportunities, favorable contracts, personal favors, or giving anything even if nominal in value.

    4.2 In order to further regulate personnel behavior and maintain the working environment of integrity, diligence and dedication, the requirements of compliance connecting with the practical situation for all employees of the Company are as follows:

    (1) Do not accept any form of bribes or kickbacks through yourself or your relatives (spouses, parents, children, siblings, etc.) or certain affiliated persons who have a common stake with you;

    (2) Do not request, solicit, receive or accept facilitation payments for education, employment, real property, decoration, marriage, funeral and any other personal affairs for yourself, your relatives (spouses, parents, children, siblings, etc.), or certain affiliated persons who have a common stake with you;

    (3) Do not hold any position (including but not limited to the director, supervisor, consultant, etc.) in any company of business partner or its affiliates; or to give hints, enticements, or promises to provide improper or unfair benefits for yourself, your agents, your relatives (spouses, parents, children, siblings, etc.) or certain affiliated persons who have a common stake with you;

    (4) Do not alienate or transfer the rights or obligations of transactions which may result in fewer profit-making opportunities of the Company without prior written authorization or permission;

    (5) Do not illegally use, retain, misappropriate or usurp any of the Company’s assets for the purpose of bribery;

    (6) Do not mislead the Company to pay for fake deals or matters by means of giving false statements, leaving out essential information, etc;

    (7) Do not consciously conceal or misstate transaction information concerning the quality of accounting information disclosed which may contain false recordation, misleading representation and material omission, etc;

    (8) Do not falsify or alter accounting records or documents such as providing false financial information or reports; Do not instigate, instruct or force anyone to compile and tender a financial accounting report which is false or conceal any important fact;

    (9) Do not engage in activities that violate laws and regulations, policies, social morality or public order and good customs;

    (10) Do not harm the interests and benefits of the Company by any other means.

5. Reporting:

    The Company advocates and encourages the real-name whistleblowing and provides adequate protection to keep the information of the real-name whistleblower confidential. Employees and people who have direct or indirect business relationships with the Company could report known or suspected misconduct to the Company by various means. Individuals who are responsible for report collection, registration, and bribery investigation and handling shall be devoted to their duties, be impartial in their enforcement activities and adhere to the principles as follows:

    (1) Keep the information of whistleblowers confidential such as their names, workplaces, addresses and other relevant information.

    (2) Shall not disclose any information or document which may result in obstruction or impartiality of the investigation.

    (3) Shall withdraw from the case if an investigator, his/her relatives (spouses, parents, children, siblings, etc.) or his/her affiliated persons have interest relationship with the given case.

Whistleblowing Email: Complain@pxwsemi.com

6. Accountability:

    Any employee of the Company who violates this Policy may face disciplinary actions, including dismissal. The employee may also take the legal responsibility for violation of the law. In addition, any violation of this Policy by any third party may impact, or result in termination of future cooperation with the Company. Meanwhile, the Company reserves the right to pursue legal liabilities according to laws and regulations and ask for economic compensation.

7. Effective Date:

    This Policy is effective as of the date of issuance. The Legal Department is responsible for the interpretation of this Policy.