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. To promote the policy of board member diversity, the company appointed one female director in 2024.

Board attendance

The current term of the board of directors is from 2022/08/04 to 2025/08/03. As of 2024/12/31, there have been 17 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 2024/12/31, there have been 16 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 2024/12/31, there have been 8 meetings 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 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

1. The Company handles and discloses material internal information in accordance with relevant laws and regulations. The Procedures for Handling Material Internal Information and Preventing Insider Trading have been established to provide clear operational guidelines.
2. According to Article 19 of the Procedures for Handling Material Internal Information and Preventing Insider Trading, directors and managers are prohibited from trading the Company’s stocks during the blackout periods: 30 days prior to the announcement of the annual financial report and 15 days prior to the announcement of each quarterly financial report.
3. On November 28, 2024, the Company conducted an insider trading prevention seminar to educate employees about the Securities and Exchange Act and other related regulations.

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

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

1. Purpose: 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.
2. Scope: The intellectual property referred to in this project includes patents, trademarks, copyrights, trade secrets, and other intangible assets produced or acquired by the company and external personnel participating in the company’s project plan.
3. Principles for Intellectual Property Management and Protection:
   1. The intellectual property arising from inventions, creations, or designs made by company employees in the course of their duties belongs to the company.
   2. For patents in which employees are listed as applicants, the company has priority usage rights. Employees are prohibited from transferring or licensing these patents to others.
   3. For inventions, designs, or creations requiring intellectual property protection, applications must be submitted promptly. The inventors, designers, or creators have the obligation to assist in completing the application process, including providing support during rejections or appeals. Prior to approval by the Intellectual Property Office, employees with access to such inventions, designs, or creations must maintain confidentiality regarding related information.
   4. Intellectual property applications must undergo thorough review and cross-referencing. During the review, consideration should include the requirements of intellectual property management laws and regulations such as trademark law, patent law, copyright law, and trade secret law as well as factors like scope of application and potential usage.
   5. If the company’s intellectual property rights are involved in legal disputes, inventors, designers, or creators must provide assistance as required by the company in addressing the opposition or legal proceedings.
4. Patent Management:
   1. Evaluation: The R&D department must thoroughly document the development process and retain relevant records. The necessity of patent application is analyzed, studied, and confirmed by the company, subject to the approval of the authorized supervisor.
   2. Application: Once a patent case is established, an external patent agency is commissioned to assist in the patent application process
   3. Maintenance: A dedicated unit is responsible for the safekeeping of patent certificates and conducting regular patent maintenance.
   4. Summary: A yearly summary of patent execution, including the number of relevant patents and protection measures, is compiled to facilitate evaluation and supervision by the Board of Directors.
5. Trademark Management:
   1. Evaluation: Trademark application needs are assessed internally by the company and approved by the authorized supervisor.
   2. Application: Once a trademark case is established, the dedicated unit completes the online application process via the Intellectual Property Office’s website.
   3. Usage: Registered trademarks should be used in company-related documents, advertisements, and websites.
   4. Review: The dedicated unit periodically evaluates the usage status of registered trademarks.
6. Trade Secret Management and Protection:
   1. Definition: Trade secrets refer to information not commonly known by individuals involved in related fields, possessing actual or potential economic value due to its confidentiality, and protected by appropriate confidentiality measures implemented by the company.
   2. The employment contracts of company employees clearly define obligations regarding confidential information. These confidentiality obligations remain in effect even after the termination of the employment relationship.
   3. The company prohibits the use of illegal software and requires compliance with the licensing or usage terms set by the owners of software and databases.
   4. Before resignation, transfer, or retirement, employees must return all company materials, documents, and other trade secrets in their possession to their original department.
   5. Employees are provided with access cards granting appropriate entry permissions. Visitors entering the company premises must register their identities and be accompanied by a company employee throughout their visit.
   6. Employee login is secured with individual account credentials, with passwords required to be updated periodically.
   7. The company has established and implemented the Information and Communication Security Management Policy.
7. Training: Regular internal training sessions are conducted to educate employees on intellectual property management policies and relevant regulations under the Trade Secrets Act.
8. Information Disclosure: The company compiles and reports on the implementation of intellectual property management to the Board of Directors annually in the fourth quarter.

Intellectual Property Management Implementation Status

1. In 2024, the “Information and Communication Security Management Policy” was revised to enhance the security management of the company’s information resources, ensuring confidentiality, integrity, availability, privacy, and compliance of company information.
2. Conducted an annual inventory of patent certificates in 2024.
3. Held four training sessions in 2024 for new employees on “Intellectual Property Awareness and Management Systems.
4. In 2024, two newly approved patents were added. As of December 2024, the company holds a total of 39 self-developed technology patents. The company team remains dedicated to technological research and development, with 3 patent applications currently pending.
5. The most recent report to the Board of Directors regarding intellectual property management was made on December 23, 2024.
6. In 2022, the “Intellectual Property Management Regulations” were established to provide guidelines for intellectual property management and maintenance operations.
7. In 2022, the “Codes of Ethical Conduct” and “Ethical Corporate Management Best Practice Principles” were established, outlining the confidentiality obligations of all employees regarding company and client information or any non-public information.