Board of Directors

The company has established a “Corporate Governance Principles” which stipulates that the composition of the board of directors should take into account diversity. In formulating appropriate diversity policies, the company considers its own operations, business model, and development needs. These policies should include, but are not limited to, basic criteria and values (such as gender, age, nationality, and culture) and expertise and skills (such as law, accounting, industry, finance, marketing, or technology). Directors are expected to possess the knowledge, skills, and qualifications necessary to carry out their duties.
The company currently has a total of 7 directors, each with diverse professional backgrounds in industries and academia. They possess expertise in operational management, leadership decision-making, and industry knowledge in various academic or financial fields. Among the directors, 14.3% are employees of the company, while 57.1% are independent directors.

Board attendance

The current term of the board of directors is from 2022/08/04 to 2025/08/03. As of 2024/5/31, there have been 14 meetings held. The attendance record of the directors is as follows:

Audit Committee

The company’s Audit Committee is comprised of four independent directors. The Audit Committee is dedicated to assisting the Board of Directors in overseeing the quality and integrity of the company’s execution of accounting, auditing, financial reporting processes, and financial controls.

The current term of the Audit Committee is from 2022/08/04 to 2025/08/03. As of 2024/05/31, there have been 13 meetings held. The attendance record of the directors is as follows:

Remuneration Committee

The company’s Remuneration Committee is established to assist the Board of Directors in implementing and assessing the overall compensation and benefits policies of the company. According to its organizational regulations, the Remuneration Committee periodically reviews the policies, systems, standards, and structures related to the performance and compensation of directors and executives. It also conducts regular evaluations of the compensation for directors and executives, and after making recommendations, submits them for discussion by the Board of Directors.

The current term of the Remuneration Committee is from 2022/08/04 to 2025/08/03. As of 2024/05/31, there have been 6 meetings (A) held. The attendance record of the directors is as follows:

Communication between Independent Directors and Accountants

During each quarterly meeting of the Audit Committee, the auditor reports to the independent directors regarding the audited (or reviewed) financial statements and the status of internal control audits. Simultaneously, discussions take place regarding the presence or absence of financial statement adjustments and whether newly enacted laws and regulations have an impact on the financial statements.

The communication between the independent directors and accountants has been positive. Below is an excerpt of the key communication topics for the fiscal year 2023 and 2024:

Corporate Governance Officer Establishment

On March 29, 2023, the board of directors of our company passed a resolution to appoint Mr. Xu Fuqiang, Chief Financial Officer of the Administrative Division, as the Corporate Governance Officer. He is responsible for matters related to corporate governance, including conducting meetings of the board of directors and shareholders in accordance with the law, preparing minutes of board of directors and shareholders meetings, assisting directors in their roles and continuous education, providing necessary information for the board of directors to execute their duties, and assisting directors in compliance with legal requirements.

Trainings Attended

Prevention of Insider Trading Promotion

Article 10 of the Corporate Governance Pinciples stipulates that, in order to safeguard the rights and interests of shareholders and ensure equal treatment of shareholders, the company shall establish internal regulations prohibiting insiders from trading in securities with undisclosed material information in the market. Such regulations should include trading controls for insiders from the date of obtaining access to the company’s financial reports or related performance information, including (but not limited to) the prohibition of directors from trading their stocks during a closed period of thirty days before the annual financial report announcement and fifteen days before the announcement of each quarterly financial report.

As of now, the company has not identified any instances of insiders violating the above provisions.

Core Values

To uphold the practice of integrity in our operations, our company has established regulations including the “Integrity Business Code,” “Corporate Governance Practices,” and “Code of Ethical Conduct.” We require all employees to clearly understand and adhere to these regulations and also expect our customers, suppliers, and other business partners to share and support our company’s core values of integrity.

Operations Oversight Unit

Our company has formed the “Sustainable Business Operations Task Force,” which includes the General Manager’s Office and various department-level units. The General Manager serves as the convener of this task force. Based on the responsibilities and scope of each unit, this task force assists the Board of Directors and management in formulating and supervising the execution of integrity operation policies and preventive measures. An annual report is submitted to the Board of Directors in the fourth quarter.

Anti-Corruption Mechanism

Regarding the operation of the Board of Directors, each director who has a conflict of interest with any agenda item, whether directly or on behalf of a legal entity they represent, and if it poses a potential harm to the company’s interests, is allowed to express their opinions and be questioned but is not permitted to participate in the discussion or vote on the matter. Furthermore, they are required to abstain from the discussion and voting and cannot act as a proxy for other directors in exercising their voting rights.

Internally, we have established internal control systems, including accounting procedures, and conduct annual assessments and self-checks to evaluate their effectiveness. These assessments are reviewed by our internal audit department.

Externally, before establishing business relationships with customers, suppliers, or other business partners, we conduct assessments of their business practices’ legality, integrity-related policies, and any records of dishonest behavior.

Execution Status

• 100% of employees signed the “Code of Ethical Conduct” in the fiscal year 2023.
• 100% of directors and executives signed the “Integrity Business Declaration” in the fiscal year 2023.
• Our company regularly conducts internal education and training on integrity and ethics. Employees are required to complete online assessments upon course completion.

Whistleblowing Mechanism

Our company encourages both internal employees and external individuals to report any unethical behavior through the following channels:

The reporting and complaint email address is integrity@ghtinc.com

Risk Management Framework

To strengthen security management and ensure the security of information systems and networks, our company has an independent IT department not affiliated with user units, responsible for the following:

• Coordinating, planning, and implementing information security policies.
• Promoting information security messages to enhance employee awareness of security.
• Improving the performance and effectiveness of the corporate information security management system through technology, products, or procedures.

The IT department conducts information security audits annually in collaboration with internal audit personnel and external auditing entities in accordance with the “Computerized Information System Internal Control Procedure” to ensure the effectiveness of internal controls in company information operations.

Information Security Policy

To implement information security management and ensure the continuous operation of the company for business development, our company has established the Information and Communication Security Policy as following:

• Implementing information security systems;
• Strengthening information system protection; and
• Reducing operational risks.

This is to maintain the confidentiality, integrity, and availability of information and communication systems.

Our company has established an internal control system for computerized information systems, and through the collective efforts of all employees, we aim to integrate information security into daily operations. We expect to achieve the following policy objectives:

1. Implement the execution of information and communication security procedures.
2. Effectively manage information assets and take appropriate protective measures.
3. Protect information and communication systems from unauthorized access, maintaining the confidentiality of information systems.
4. Prevent unauthorized modifications to protect the integrity of information systems.
5. Ensure information systems are available to authorized users at all time.
6. Assess the impact of various human-made or natural disasters, formulate Disaster Recovery (DR) plans for core information and communication systems, and ensure the sustainable operation of business.
7. Respond to changes in the cybersecurity threat landscape by implementing information security training kits and promoting information security awareness programs to employees.
8. Enhanced measurement & management of suppliers to ensure the security of information and communication services
9. Implement audit execution and management review processes to ensure the continuous improvement of the information and communication security management system.
10. Comply with legal and regulatory requirements.

Information Security Management Plan

Allocated Resources for Information Security Management

To implement information security policies, allocate resources as follows:

1. Network hardware equipment such as firewalls, email antivirus, spam filters, and virtualized operational environments.
2. Redundant telecommunications services such as multiple network connections and cloud backup services.
3. External education and training programs for IT personnel.

Intellectual Property Management Plan

In order to safeguard our research and development resources, maintain our innovative momentum, and enhance our competitive advantage, our company intends to establish an Intellectual Property (IP) Management Plan that aligns with our operational goals and IP strategy.

Patents

• Stay well-informed about recent patent approvals in the industry and understand market development trends.
• Maintain detailed records of the development process within the R&D department and retain relevant documentation.
• Develop new patent application procedures.
• Periodically engage a patent law firm to assist with patent searches and drafting of specifications.

Trademarks

• Our company’s trademark was registered effective in 2020.
• Develop new trademark application procedures.
• Regularly assess the use status of registered trademarks.

Copyright Law

• Establish an in-house information team to develop a proprietary management system for internal use.
• Create a software development team to develop application software required for various products, effectively reducing compatibility concerns.

Protection of Trade Secrets

• Clearly define the confidentiality of information and nondisclosure obligations in employee contracts.
• Provide employees with access control cards to grant entry permissions.
• Non-employees visiting our premises must register their identity and be accompanied by our company staff at all times.
• Computer equipment requires employee passwords for identification, and passwords are regularly changed.

Regular Education and Training

• Conduct educational training to inform employees about intellectual property rights management policies and relevant trade secret regulations.

Implementation Status

Our company has established the “Intellectual Property Management Regulations,” and the main implementation status for the year 2023 is as follows:

1. Intellectual property management personnel regularly update the “Intellectual Property Inventory.”
2. Maintain records of intellectual property certificates, including patents and trademarks.
3. Conduct annual inventory of patent certificates.
4. New employee training program on “Intellectual Property knowledge and Management System.”

Our company regularly reports intellectual property-related matters to the board of directors in the fourth quarter of each year. The reporting date for the current fiscal year is 2023/12/21.