FICG conducts business activities based on the principles of fairness, honesty, integrity and transparency. It is necessary for those charged with governance and all employees to adhere to corporate integrity management, ethics, and the corresponding responsibilities and obligations that must be fulfilled.
FICG has established the “Ethical Corporate Management Procedures and Conduct Guidelines” and the “Anti-Corruption and Anti-Bribery Policy”, both approved by the board of directors, to ensure the avoidance and mitigation of conflicts of interest. FICG’s personnel refers to the directors, supervisors, managers, employees, appointees, and defacto persons in charge of FICG and its group companies and organizations. In addition, Article 12 of the Rules of Procedure for Board Meetings stipulates the recusal system for directors with conflicts of interest: If a director or the legal entity represented by the director has conflicts of interest regarding the meeting agenda, the director should explain the important aspects of the interests at the board meeting. In case of concerns over detriment to the company’s interests, the director cannot participate in the discussion and voting, and should recuse himself/herself during the discussion and voting process, and cannot exercise voting rights as a proxy for other directors. If the director’s spouse or blood relatives within the second degree of kinship, or a company that has a controlling and subordinate relationship with the director, has interests in the matter of meeting, the director is deemed to have a personal interest in that matter.
For directors not allowed to exercise voting rights in accordance with the provisions of the preceding paragraph, Paragraph 2, Article 180 of the Company Act shall apply to resolutions of the Board of Directors mutatis mutandis in accordance with Paragraph 4, Article 206 of the Company Act. Please refer to FICG’s Annual Report for details regarding General Manager, Vice President, Assistant Vice President, department and branch heads who also hold positions in affiliated enterprises or other companies and controlling shareholders.
Internal controls and internal audits：
FICG continues to cooperate with the competent authorities by revising internal regulations and audit operations in order to fulfill its commitment to regulatory compliance and ethical management. FICG acknowledges that establishing, implementing, and maintaining an internal control system is the responsibility of its Board of Directors and managers, and has established such as system. The effectiveness of the design and implementation of the internal control system was determined in accordance with the checklist for effectiveness of internal control systems specified in the Regulations Governing Establishment of Internal Control Systems by Public Companies. Based on the aforementioned evaluation results, it is believed that FICG’s internal control system (including supervision and management of
subsidiaries) as of December 31, 2024, as well as the effectiveness in understanding of operations and achievement of efficiency targets, are reported in a reliable, timely and transparent manner and in compliance with relevant laws and regulations. The purpose is to verify the effectiveness of design and implementation of the internal control system and to reasonably assure the achievement of relevant objectives. Please refer to page 42 of FICG’s annual report for details.
2025 Integrity Management Training Implementation
I. Training Policy and Governance Framework
Pursuant to the Integrity Management Operating Procedures and Code of Conduct and relevant internal regulations, the Company has incorporated integrity management, anti-corruption, and intellectual property protection into its annual training plan, subject to periodic management review.
Training programs cover both new hires and incumbent employees. Through structured courses and awareness initiatives, the Company continuously strengthens employees’ integrity awareness, regulatory compliance, and risk prevention capabilities. To enhance participation and flexibility, both online and in-person formats are adopted. The Legal Department also conducts internal briefings to reinforce awareness of intellectual property, patents, and trade secret protection.
2025 Implementation Results:
- Total participants: 893
- Total training hours: 1,298.99 hours
II. Continuous Enhancement Measures
The Company annually reviews and refines integrity-related training programs based on regulatory updates, corporate governance evaluation indicators, and emerging risk trends, with a focus on:
- Strengthening insider trading prevention awareness
- Enhancing intellectual property protection awareness
- Reinforcing anti-corruption and trade secret management mechanisms
- Deepening an integrity-driven corporate culture to ensure transparent and compliant operations
III. Internal Control Enhancement and Training Reinforcement
To further strengthen subsidiary risk management and internal control mechanisms, the Company conducted an internal control review and system enhancement at its Suzhou facility in 2025. Improvements were implemented in fund management, seal control, and authorization hierarchy in accordance with audit recommendations.
A dedicated integrity and internal control training program was conducted for all employees at the Suzhou facility, covering:
- Integrity management and professional ethics
- Seal and authorization control mechanisms
- Fund operation risk management
- Internal reporting and incident handling procedures
Through parallel system optimization and targeted training, the Company enhanced employees’ risk awareness and compliance capability, ensuring subsidiary operations align with internal control and integrity governance principles.