Ethical Corporate Management

Attaching great importance to corporate governance and pursuing sustainable growth and ethical management, Oneness Biotech continues to strengthen the corporate governance structure with an effective internal control system and adheres information transparency. The Company appointed the “Human Resources Department” as the responsible unit of ethical management. The department is responsible for the formulation and implementation supervision of the ethical management policy and the related preventive solutions. It shall provide education and training courses regarding ethical management and the prevention of corruption and insider trading. It shall, at least once a year, report to the Board of Directors about how the ethical management policy and solutions for preventing unethical conduct have been executed in that year.

The Corporate Governance Officer is appointed by the Board of Directors and is responsible for affairs related to corporate governance, safeguarding shareholders’ rights and interests, and strengthening the functions of the Board of Directors. The Officer shall also arranges for Board members to participate in relevant training programs, and promotes the Ethical Corporate Management Best Practice Principles and the related regulations.

1. Based on the “Ethical Corporate Management Best Practice Principles” and the “Codes of Ethical Conduct”, all members of the Company, including the Board of Directors and the managers, are required to implement the ethical management policy actively.
2. To ensure the legitimacy of collaborating agents, suppliers, customers, or other counterparties, and that none of them engage in unethical conduct, the related reviews shall be performed before signing the contracts. If any unethical conduct is found after the contract is signed, the contract shall be terminated or rescinded at once. In 2024, there was no corruption or unethical conduct, and the Company made no political donation.
3. Each department conducts self-check and evaluation of legal compliance. Internal Audit Department conduct audits to ensure the whole operation mechanism works effectively, manage and prevent unethical jointly.
4. The execution of ethical management
   • The Finance Department assisted in arranging courses for directors and managers. These course are related to corporate governance and ethical management, including the “AI Strategy and Governance,” “Corporate Governance Forum – ESG and Corporate Sustainability,” “Board and Corporate Governance Series – Carbon Trading Mechanisms and Carbon Management & Warning and Type Analysis of Financial Crisis,” “Introduction to Nomination and Remuneration Committees under U.S. Law: Case Study,” “Promotion Session of Insider’s Equity in OTC and Emerging Stock Companies,” and “Analysis of the Operation of Board and Shareholders’ Meeting through Landmark Case Studies.” At least 6-hour courses should be taken. Additionally, directors and managers have been invited to participate in internal courses which were organized by the Company in 2024 and related to the ethical management policy.
   • When getting onboard, for duty, new recruits receive an hour education and training on the Ethical Corporate Management Best Practice Principles. Policies related to ethical management are announced as early as new employee orientation in order for employees to understand the Company’s Ethical Management Policy and the related regulations.
   • Annual educational training on the Ethical Management Policy is conducted to reinforce compliance and awareness. In 2024, the trainings were carried out for all employees with the topics of “Educating Employees on Intellectual Property and Trade Secret Protection” in July and “Ethical Management and Prevention of Insider Trading” in October, These sessions spanned a total of four hours, with 336 participants successfully completing the training. During the courses, actual cases were discussed to strengthen the concept of ethical management, to manage unethical conducts and prevent them from happening, and to emphasize the obligation of confidentiality concerning the Company’s intellectual property. To ensure that all the employees know and follow the related laws and regulations, an examination was held to all. Only those with a score of 80 or above were deemed as passing the examination. In addition, the Investigation Bureau was invited to have a “Trade Secrets and Cybersecurity” course in September, especially for middle and top-level managers. This one-hour training session was attended by 17 participants. The course incorporated real-world case studies to highlight key takeaways, with managers encouraged to share these insights with their colleagues.
   • The contents of the educational training courses on the Ethical Management Policy are available on the internal training website for employees to receive make-up training or be retrained at any time, so the related concepts and matters that must follow can be propagated and emphasized to employees. Additionally, an employee code of conduct was issued at the end of 2023 to help employees easily understand various regulations. The code is reiterated every December for a constant promotion of related guidelines.
5. According to “Performance Management Policy” and the Performance Appraisal System, “Integrity” is one of the appraised items. All the colleagues are required to follow the Employee Code of Conduct and ethical management related policies and procedures. (e.g. Extract of Employee Performance Appraisal)
6. According to “Employee Reward and Disciplinary Policy,” any unethical action and violation against Employee Code of Conduct or company policies and procedures would be dealt with by proposing the disciplinary action accordingly. The disciplinary action result will have impact on the annual performance appraisal and the compensation of the employee.

Oneness Biotech has established the “Regulations for Prevention of Insider Trading”, which specifies the scope of application, the people and matters being regulated, and the related operating procedures. The regulation is intended to prevent Directors, managerial officers, and other insiders from violating regulations related to insider trading either accidentally due to ignorance of such regulations or intentionally, in order to protect investors’ and the Company’s rights and interests.

In January of each year, Oneness informs the Directors of the date of the regular Board meetings and reminds the Directors not to trade Oneness shares during the closed period 15 days prior to the announcement of the quarterly financial statements and 30 days before the announcement of the annual financial statements.

The Company has established a whistleblowing mechanism, allowing internal and external personnel to file reports anonymously for illegal acts, violations of the Code of Ethical Conduct, or breaches of the Ethical Corporate Management Best Practice Principles. The Audit Office is appointed to act as the responsible unit to handle the acceptance and establishment of reporting cases. When a violation of the law, of company policies or systems, or of the Guidelines for the Adoption of Codes of Ethical Conduct occurs, and it may cause or has caused damage to the Company’s rights and interests (e.g., fraud, misappropriation of company assets, leakage of company secrets, receipt of improper benefits, or other misconduct), upon discovery by any of the Company’s employees or an external persons, a report can be filed by regular mail or email: The Company also announces related content regarding the whistleblowing procedures periodically on its internal platform.

If the investigation result indicates that an employee has violated the Company’s rules and regulations, he/she shall be subject to disciplinary action. If a crime or illegal act is involved, the Company shall pursue legal liability in accordance with the law. If a reported case involves a director/senior manager or a major violation such that the Company’s reputation may be or has been seriously impaired, the Company will investigate the case and report to the corresponding functional committee, i.e., the “Audit Committee”, under the Board of Directors, and the reported case, the investigation process, the investigation result, and the related documents will be recorded and archived. No whistleblowing letters were received in 2024.

Whistleblower Protection Measures
The Company is committed to protecting whistleblowers in accordance with the “Whistleblowing Regulations”. We have adopted a zero-tolerance approach to any retaliatory actions, ensuring that the whistleblower will not be dismissed or demoted, have their salary reduced, have the rights and interests they enjoy as prescribed by the law or their contract harmed, or suffer from other adverse personal actions as a result of the case.

Procedures for Handling Violations and Corrective Measures
If the investigation process or results reveal that an employee has violated the Company’s internal control system, management regulations, or management measures, disciplinary actions will be imposed according to the “Employee Reward and Punishment Measures”. If criminal or illegal conduct is involved, the Company will pursue legal liability according to legal procedures depending upon the severity of the offense and will also seek compensation for damages. If the Company’s directors and managers violate the code of ethical conduct, and if an internal review determines that the violation is major, the information of the date, reason, violation regulations and handling status, etc., will be disclosed immediately on the MOPS timely. No disciplinary actions were imposed on employees due to violations of relevant codes of ethical conduct in 2024.