1. General Provisions

1.1. Policy Statement

As a responsible enterprise, Wuhan Xinxin Semiconductor Manufacturing Co., Ltd. (hereinafter referred to as “Company” or “XMC”)fully recognizes that a clean, transparent, fair and impartial business environment is essential for the company’s sustainable development. To this end, XMC is committed to upholding the highest standards of code of conduct, strictly complying with all applicable laws and regulations of the People's Republic of China and the countries and regions in which we operate, and maintaining a zero-tolerance policy towards all forms of fraud, corruption and bribery.

1.2. Scope of Application

This Policy applies to:

(a) All Personnel of XMC, including but not limited to directors, supervisors, senior management and all full-time, part-time, contracted, intern, and seconded personnel; and

(b) All Business Partners, defined as any entity or individual that has, has had, or may have a business relationship with XMC, including without limitation suppliers, customers, distributors, agents, consultants, and technical collaborators.

2. Definitions

For the purposes of this Policy:

(a) "Fraud" means any intentional act or omission designed to deceive others, resulting in the victim suffering a loss and/or the perpetrator achieving a gain.

(b) "Corruption" means the abuse of entrusted power for private gain.

(c) "Bribery" means the offering, promising, giving, accepting, or soliciting of an undue advantage as an inducement for action which is illegal, unethical, or a breach of trust.

3. Standards of Conduct: Prohibited Acts

XMC expressly prohibits the following conductby its Personnel and Business Partners:

(a)  Intentionally damaging, misappropriating, stealing, or embezzling the Company’s assets, whether directly or indirectly.

(b) Financial Statement Fraud: Committing, requesting others to commit, or assisting in any form of financial fraud, including but not limited to: (i) recording transactions based on false documents; (ii) fabricating, altering, or concealing accounting records; (iii) unauthorized destruction of financial documents; or (iv) issuing financial reports, audit reports, or other official documents that are materially misleading.

(c) Offering Bribes: Directly or indirectlyoffering, promising to offer, or providing any form of undue advantage to any person or entity, with the intent of obtaining or retaining business opportunities, commercial advantage, resources, qualifications or permits. Such undue advantages include but are not limited to: cash, securities, gift cards, vouchers, property interests, high-value gifts, entertainment, travel, or loans on preferential terms, or offers of employment.

(d) Soliciting or Accepting Bribes: Soliciting or accepting, directly or indirectly, any undue advantage from any person or entity,by taking advantage of one's position and authority.

(e) Improper Gifts and Hospitality: Offering or accepting any gifts, hospitality, or entertainment that (i) violate applicable laws and regulations, XMC’s internal policies, or (ii) are intended to improperly influence, or could reasonably be perceived as improperly influencing any business decision. Hospitality is permitted only when it is reasonable, moderate, and in support of legitimate business dealings. Any such hospitality must comply with all applicable laws and regulations in the relevant jurisdictions, as well as the internal policies of both XMC and the recipient's organization.

(f) Colluding with, inducing, directing or instructing any personnel, to commit fraud or any other unethical or non-compliant acts.

(g) Engaging in any act to defraud XMC, including but not limited to providing false or misleading information or documents to XMC through concealment, forgery or other deceptive means.

(h) Obtaining XMC’s confidential information through bribery, theft,fraud, espionage, inducement, or any other improper means.

(i) Maliciously fabricating or spreading false or defamatory information about XMC that damages or could reasonably damage the Company’s reputation.

(j) Making unauthorized commitments, warranties, guarantees, waivers of rights or other legally binding declarations on behalf of XMC.

(k) Conflicts of interest: Failing to disclose and obtain prior approval for any situation in which their personal interests (e.g., through family relationships, external investments, or secondary employment) may conflict, or appear to conflict, with the interests of XMC.

(l) Using XMC’s insider information, trade secrets, intellectual property rights, business channels or any other XMC’s assets for personal gain.

(m) Aiding and Abetting: Knowingly assisting or turning a blind eye to any of the prohibited acts listed above.

(n) Any other acts of fraud, corruption, or bribery not specifically listed above.

4. Governance and Implementation

4.1. Organizational Structure

To ensure the effectiveness of its anti-fraud compliance management system, XMC has established a comprehensive governance structure. Led by the Board of Directors, with oversight from the CEO, and coordinated by the Business Ethics Committee, this structure is implemented across all departments. The Legal & Intellectual Property Department and The Internal Audit Department work together to form a “Three Lines of Defense” model, which collectively identifies, assesses, mitigates, and monitors fraudrisks.

4.2. Training and Communication

XMC will provide regular compliance training to all Personnel, as well as specialized communication and training for Business Partners, to ensure their understanding and commitment to the standards and requirements set forth in this Policy. 

5. Reporting and Protection

5.1. Reporting Channels

XMC encourages all Personnel, Business Partners, and members of the public to report, in good faith, any suspected violations of this Policy. A confidential reporting mechanism is available through the following channels:

l Email: Lianjie@xmcwh.com

l Hotline: 18108679319

l Mailing Address: Internal Audit Department, Wuhan Xinxin Semiconductor Manufacturing Co., Ltd., No.18 Gaoxin 4th Road, East Lake HighTech Development Zone, Wuhan City, Hubei Province

5.2. Non-Retaliation

XMC is committed to protecting, to the fullest extent permitted by law, individuals who make good-faith reports, and will maintain the strict confidentiality of their identities. Retaliation against any such individual is strictly prohibited and will be treated as a serious violation of this Policy.

6. Penalty for Violations

Violations of this Policy will result in appropriate disciplinary or remedial actionscommensurate with the severity of the offense.

For Personnel: Disciplinary measures may include,but are not limited to, warning, demerit, serious demerit and termination of employment.

For Business Partners: Remedial actions may range from requiring corrective measures to temporary suspension of cooperation, termination of business relationships, and placement on a restricted party list.

If a violation constitutes a criminal offense, the matter will be reported to the relevant judicial authorities. Violators may be held liable for all losses incurred by XMC and may face civil, administrative, or criminal penaltiesunder applicable laws.

7. Policy Management

This Policy shall be reviewed periodically and updated as necessary to reflect changes in the legal, regulatory, and business environment. 

In the event of any conflict between this Policy and applicable laws or regulations, the stricter shall prevail.

For any interpretation of this Policy, please contact the XMC Legal & Intellectual Property Department at Compliance@xmcwh.com.