Ethical Corporate Management and Anti-Corruption

To ensure the legality and ethicality of all business activities, Medigen upholds the principle of ethical corporate management, establishing a transparent and open governance framework, and appointing independent directors and an audit unit in accordance with the law. The effectiveness of the company’s internal controls and regulatory compliance is regularly reviewed. In 2024, Medigen had no incidents of violations of corporate governance or corruption that resulted in penalties; nor were there any negative impacts or complaints related to regulatory compliance or ethical corporate management.

The Company has formulated various internal regulations, including the Code of Ethical Corporate Management, Procedures for Handling Internal Material Information and Preventing Insider Trading, Procedures for Handling Reports of Illegal, Unethical, or Dishonest Conduct, and Code of Ethical Conduct, to clearly guide directors, managers, and all employees in adhering to the core values of ethical corporate management and implementing them in daily operations. In addition, the Company fully discloses the above regulations on its official website for all stakeholders to access, demonstrating its commitment to information transparency and governance with integrity. To promote two-way communication and oversight, the Company has also established diversified communication and whistleblowing channels, enabling stakeholders to express opinions or report misconduct, jointly maintaining a sound corporate governance environment.
 

The Implementation of Ethical Corporate Management

1.Whistleblowing Channels:
“In-person reporting,” “telephone reporting,” “letter reporting,” and other appropriate channels. A dedicated stakeholder section (Investor Contact Information) is set up on the Company’s website for both internal and external personnel to use.

Incident	Complaints	Whistleblowing	Corruption/Fraud	Confidentiality
2024 Cases (Count)	0	0	0	0

2.Process: 
(1) Anonymous reporting: If the content of an anonymous report is deemed necessary for investigation, it may still be assigned for handling and used as a reference for internal review.
(2) Identified reporting: The handling unit should clarify the purpose of the report and specific evidence. If there is a risk of violation of laws, unethical, or dishonest conduct, evidence should be attached and reported to the President for handling.
(3) The Company will handle whistleblowing cases confidentially and verify them through an independent channel, making every effort to protect the whistleblower’s identity, which will remain strictly confidential.
(4) If the whistleblower is an employee, the Company guarantees that they will not be subject to unfair treatment due to the report.
(5) To protect the rights of the person being reported and avoid retaliation, the Company will provide the subject of the report with an opportunity to appeal and, if necessary, hold a personnel review hearing.

3.Handling method:
If a whistleblowing case is verified as true and serious, in addition to handling in accordance with laws or Company regulations, it will also be disclosed on the Market Observation Post System.

4.Ethical Corporate Management Education and Training Implementation：

Date	Course Topic	Hours	Participants
Onboarding Day	Education on laws, risk management, fraud prevention to strengthen law-abiding awareness and prevent dishonest conduct	2	New employees
113/02/19	ESG Report Sharing Session	2	All employees
113/07/30	Seminar on Internal Control Systems for Sustainable Information Management	3	2 people
113/12/06	Practical Insider Trading Cases and Related Legal Responsibilities	3	1 people
113/12/18	Trade Secrets and Insider Trading Prevention	1	All employees
114/07/22	Listed OTC Company Insider Shareholding Promotion Session	3	1 people

1.The Company has established the Procedures for Handling Internal Material Information and Preventing Insider Trading, which clearly stipulates that directors, managers, and employees must not disclose, inquire about, or improperly use undisclosed material information, nor use or provide such information to others for insider trading. This prevents violations due to ignorance of the law or intentional misconduct, ensures compliance with the Securities and Exchange Act, and safeguards the rights and interests of investors and the overall interests of the Company.
2.The Procedures for Handling Internal Material Information and Preventing Insider Trading are disclosed on the official website.  

Whistleblowing Policy and Whistleblower Protection

Medigen is committed to upholding ethical corporate management and sound corporate governance, and has established a comprehensive whistleblowing system to provide channels for employees and external stakeholders to report illegal or improper conduct. Any violations of laws, Company policies, the Code of Ethical Conduct, or the Code of Ethical Corporate Management—such as fraud, misappropriation of Company assets, leakage of confidential information, or receipt of improper benefits—can be reported anonymously through the following methods:

Mail: Whistleblowing Mailbox, 14F, No. 3, Yuanqu Street, Building F, Nangang District, Taipei City 115603
Email: SHP@medigen.com.tw

If the subject of the report involves a director or senior executive, or if the case is significant and may damage the Company’s reputation, it will be investigated by the Company and then reported to the Audit Committee under the Board of Directors. The Company will accurately record and preserve relevant reports, investigation processes, and results for tracking and management.
According to the Company’s Whistleblowing Policy, Medigen commits to providing necessary protection to whistleblowers, strictly prohibiting dismissal, demotion, pay reduction, or any other form of retaliatory treatment due to whistleblowing, and ensuring that their legal or contractual rights are not harmed. The Company bears a strict confidentiality obligation for the whistleblower’s identity, the content of the report, and the investigation process, and no information that could identify the whistleblower may be disclosed.
In addition, the Company regularly promotes the content of the whistleblowing system through internal platforms, encouraging employees to report suspected violations when discovered, jointly fostering a transparent and fair workplace environment.

The Company’s internal audit is an independent unit directly under the Board of Directors, and internal audit reports are presented to the Board.
Audit work is primarily carried out according to the audit plan approved by the Board, which is formulated based on identified risks, with additional special audits or reviews conducted as necessary. The combination of general audits and special projects provides management with an understanding of the functioning of internal control systems.
 

I.Internal Audit Organization

The Internal Audit Office is staffed with one full-time auditor and one deputy, both directly accountable to the Board. Their main responsibility is to inspect and evaluate the effectiveness of internal control systems, assess operational efficiency, the reliability of financial statements, and compliance with relevant laws and regulations, while providing timely improvement recommendations to ensure systems are effectively implemented on an ongoing basis.
The appointment or dismissal of the head of Internal Audit must be approved by the Board and filed via the online information system. Internal auditors meet statutory qualification requirements and continue to receive training to meet the required hours.
Information such as names, ages, education, experience, years of service, and training received is filed according to the prescribed format via the online information system.
 

II.Internal Audit Operations

1.Internal auditors, maintaining an attitude of independence and impartiality, perform their duties objectively and report audit matters to the Audit Committee on a regular basis, with the head of Internal Audit also attending Board meetings to report.
2.Based on risk assessment results, the Internal Audit Office formulates an annual audit plan and monthly/quarterly audit items, which are used to inspect the Company’s internal control system, with working papers and relevant materials attached to prepare audit reports.
3.If audit findings arise, the audited unit should propose corrective measures, which are disclosed in the audit report. Deficiencies and irregularities are followed up quarterly.
4.The Company urges all internal departments and subsidiaries to conduct annual self-assessments of the effectiveness of their internal control systems. These self-assessment reports are then reviewed by the Internal Audit Office, and an Internal Control System Statement is prepared according to the prescribed format and filed on the designated website of the securities authority within three months after the end of each fiscal year, and also published in the annual report.