Ethical Corporate Management

合一生技股份有限公司 / INVESTORS / Governance / Ethical Corporate Management

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. The most recent reports were presented to the Board of Directors on November 11, 2025.

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.

2025 Report on the Implementation of the Ethical Corporate Management Policy

The implementation of the Company’s ethical corporate management policy in 2025 is as follows:

  1. In accordance with the “Ethical Corporate Management Best Practice Principles” and the “Code of Ethical Conduct,” all members of the Company, including the Board of Directors and the management team, are required to actively implement the ethical corporate management policy.
  2. To ensure the legitimacy of collaborating agents, suppliers, customers, and other counterparties, and to prevent involvement in any unethical conduct, relevant reviews are conducted prior to entering into contracts. If any cooperating party is found to have engaged in unethical conduct, the Company may terminate or rescind the contract at any time. In 2025, there were no incidents of corruption, bribery, or unethical conduct.
  3. Each department conducts annual self-assessments and evaluations of legal compliance to ensure effective control and implementation. The Internal Audit unit independently performs audits to ensure the proper functioning of the overall mechanism, jointly managing and preventing unethical conduct.
  4. Education and Training
    1. From January to October 2025, the Finance Department assisted in arranging for directors and managers to participate in courses related to corporate governance and ethical corporate management, including:
        • “Sustainability, Risk, and Information Security Issues in the AI Era”
        • “Investor Relations Management Sharing Session”
        • “Resilient Taiwan – TPEx Sustainable Bonds and ETF Forum”
        • “2025 Cathay Sustainable Finance and Climate Change Summit”
        • “Corporate Governance Forum – ESG Corporate Sustainability”
        • “Sustainable Succession and AI Application Transformation”
        • “Directors, Supervisors and Corporate Governance Officer Series – The Century of Semiconductors: TSMC’s Global Leadership in Key Technologies and Business Opportunities”
        • “2025 Briefing Session for Insiders’ Equity Regulations of TPEx and Emerging-Stock Companies”

      A minimum of six hours of training was completed. Directors and managers were also invited to participate in internal training sessions organized by the Company in 2025 regarding insider trading prevention and anti-money laundering awareness.

    2.  Upon onboarding, new employees receive one hour of training on the Ethical Corporate Management Best Practice Principles to ensure that ethical management-related policies are communicated from the beginning of employment, enabling employees to understand the Company’s ethical management policies and related regulations.
    3. Annual training on ethical management, personal data protection, and information security management is conducted each year. In 2025:
        • “ISO 27001 Information Security and Personal Data Protection” was conducted in January;
        • “AI Applications and Information Security Protection” was conducted in June;
        • “Corporate Governance, Trade Secrets, and Insider Trading Regulatory Practices” was conducted in December.

      The above courses totaled nine hours and were attended by all employees. Through case-based discussions, the training strengthened the concepts of ethical management, management controls, and prevention of unethical conduct, and emphasized employees’ confidentiality obligations regarding the Company’s intellectual property. To ensure compliance with applicable laws and regulations, examinations were administered to all participants, and a passing score of 80 or above was required.

    4. The content of the ethical management training programs is available on the Company’s internal training website for make-up training and refresher courses at any time. In addition, the Employee Code of Conduct was issued in 2023 to help employees better understand various regulations. The Code is re-promoted every December to continuously reinforce awareness of relevant requirements.
  5. The Company has established a “Whistleblowing Policy,” which clearly specifies reporting channels, including email and written correspondence, as well as the related reporting procedures, whistleblower protection measures, disciplinary measures, and whistleblower reward mechanisms. e.g. Extract of Employee Performance Appraisal
  6. Policies, explanations, and implementation results related to ethical corporate management are publicly disclosed in the Sustainability Report and on the Company’s official website.

Prevention of Insider Trading

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.

Whistleblowing Regulations

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.