PXW’s Anti-Bribery Policy for Business Partners

PXW Semiconductor Manufactory Co., Ltd (“PXW” or “Company”) and its business partners acknowledge that strict compliance with all applicable laws and regulations related to anti-bribery and fair trade is the basis and prerequisite for mutual cooperation.

PXW expects and requires all its business partners (i.e., entities and its affiliates engaged in business cooperation with PXW) to comply with all applicable laws and regulations related to anti-bribery and fair trade, abide by business ethics of the industry, and adhere to PXW’s Anti-Bribery Policy for Business Partners. In the cooperation with PXW, business partners shall act professionally and ethically at all time in carrying out their services and contractual obligations to PXW or on PXW’s behalf to any other third party, including but not limited to:

1. Business partners shall not take or permit any action that may render PXW liable for a violation of anti-bribery laws or regulations, such as paying a kickback to or bribing PXW’s employees and/or related parties (“related parties” means entities or individuals who do business for PXW or PXW’s business partners upon entrustment; or entities or individuals who may have actual influence or impact on the establishment, maintenance, and/or commercial benefits of the transactions and cooperative relationship between PXW and PXW’s business partners by any means) for obtaining or retaining business or securing an improper advantage, as follows:

(1) Directly offering or giving anything of value, including but not limited to cash, gifts, hospitality, gift cards, bank cards, securities, etc.;

(2) Giving PXW’s employees and/or related parties anything of value through intermediary agent, which is performed under the guise of legitimate acts to conceal illegitimate purposes. It may be disguised as commissions, gifts, memberships, coupons, home appliances, consulting fees, and advisory fees, etc.;

(3) Providing high or unreasonable consumption such as free entertainment or free traveling, etc.;

(4) Providing property benefits such as loans and guarantees;

(5) Providing or promising specific benefits such as professional qualifications, honorary titles, job opportunities, associated transaction, etc.;

(6) Using illegal or unethical means to promote or facilitate transactions; or

(7) Other actions or behaviors which raise or may raise legal or ethical concerns.

2. Business partners shall not allow PXW’s employees and/or related parties to be their direct or indirect investors or shareholders.

3. Without the written approval of PXW, business partners shall not engage in any form of business transactions with business entities that PXW’s employees and/ or related parties control in any way, such as holding shares, having control power or holding management position, etc.

4. Business partners shall maintain true, accurate and complete books and records.

5. Business partners shall establish a compliance management system which could effectively convey PXW’s Anti-Bribery Policy for Business Partners to require their employees, subcontractors, representatives and agents to comply with the applicable laws and regulations and regularly evaluate the rationality and effectiveness of their compliance system.

6. In cooperation with PXW for due diligence of its suppliers, business partners shall ensure the completeness, authenticity and accuracy of the documents, data, statements and oral information provided to PXW. Business partners shall not falsify or withhold business record or information which may be harmful to PXW’s legal rights and interests.

If any business partner violates this policy, or makes any false or deceptive statements, representations or warranties to PXW, PXW shall have the right to immediately suspend or terminate the cooperation with such business partner upon written notice. Moreover, PXW reserves the right to pursue such business partner’s relevant legal responsibilities.

If any business partner has any queries about this policy, or is aware of any actual or potential behavior of PXW’s employees or business partners that may violates the applicable laws and regulations related to anti-bribery and fair trade or this policy, please do not hesitate to report to PXW through the following email:

Complaint E-mail: Complain@pxwsemi.com

PXW will conduct an investigation based on the content of the report, and ensure that the identity of anyone who reports violations in good faith is kept strictly confidential.

If this policy is inconsistent with applicable laws and regulations, the stricter shall prevail.