Integrity Management
The Company recognizes integrity and transparency as core values of business operations. To pursue a sustainable business environment, the Company has established sound corporate governance and risk control mechanisms, and is committed to ethical and integrity-based management practices. We take pride in our reputation as an honest enterprise and require all employees to uphold and protect the Company’s name by taking integrity as a personal responsibility. The Company’s internal rules and implementation regarding integrity management are described as follows:
Internal Rules on Integrity Management
The Company’s directors, managers, employees, appointees, or actual controllers shall not, in the course of conducting business, directly or indirectly provide, promise, request, or accept any improper benefits, nor engage in any dishonest, unlawful, or fiduciary-breaching acts to obtain or maintain benefits. They shall comply with the Company Act, the Securities and Exchange Act, the Business Entity Accounting Act, the Political Donations Act, the Anti-Corruption Act, the Government Procurement Act, the Act on Recusal of Public Servants Due to Conflicts of Interest, relevant TWSE/TPEx regulations, and other applicable commercial laws and regulations.
To achieve the above objectives, in August 2023 the Company successively established the “Code of Integrity Management,” “Procedures and Guidelines for Ethical Conduct,” and the “Code of Ethical Behavior” to build a sound business operation framework and a corporate culture of integrity management, ensuring sustainable development. These measures guide the ethical conduct of directors and managers, and enable stakeholders to better understand the Company’s ethical standards.
In addition to existing “Work Rules,” the Company further requires all directors, managers, employees, contracted personnel, and other partners acting on behalf of the Company to adhere to the principles of honesty and integrity, exercising self-discipline and treating customers, investors, colleagues, suppliers, and other business partners in an honest and fair manner. All business activities shall be conducted based on fairness, honesty, trustworthiness, and transparency to ensure effective implementation of integrity management policies and clearly define behavioral standards for business conduct.
The Company continuously monitors the development of relevant integrity management regulations and encourages directors, managers, and employees to provide suggestions for reviewing and improving existing policies and practices to enhance the effectiveness of integrity management. The Company will continue to review and update relevant rules to ensure full implementation of the integrity management philosophy.
Dedicated Unit for Integrity Management
To strengthen integrity management, the Company has appointed the Legal Department as the dedicated unit responsible for integrity management matters, which reports directly to the Board of Directors. This unit assists in the formulation and supervision of integrity management policies and preventive measures, and promotes related education and training. The dedicated unit periodically reports its implementation status to the Board of Directors.
Key Elements of the Integrity Management Policy
Adhering to the principles of integrity, transparency, and accountability, the Board of Directors and senior management of the Company are committed to actively implementing the following key elements of the integrity management policy in internal management and business operations:
1. Integrity in Business Activities:
All business activities shall be conducted based on integrity, fairness, and transparency.
Before engaging in business transactions, the legality and integrity of agents, suppliers, customers, and other counterparties should be assessed to avoid dealings with those involved in dishonest conduct.
Contracts with business partners should include clauses requiring compliance with the Company’s integrity management policy and allowing the Company to terminate or rescind the contract if the counterparty engages in dishonest conduct.
2. Prohibition of Bribery:
During business execution, no person may directly or indirectly provide, promise, request, or accept any form of improper benefits from customers, agents, contractors, suppliers, public officials, or other stakeholders.
3. Prohibition of Illegal Political Donations:
Any political contributions made to political parties, organizations, or individuals participating in political activities must comply with the Political Donations Act and internal procedures, and may not be used to obtain business or transactional advantages.
4. Prohibition of Improper Charitable Donations or Sponsorships:
All charitable donations or sponsorships shall comply with relevant laws and internal procedures and shall not serve as disguised bribery.
5. Prohibition of Unreasonable Gifts, Hospitality, or Other Improper Benefits:
No one may directly or indirectly offer or accept unreasonable gifts, hospitality, or other improper benefits to establish or influence business relationships or transactions.
6. Protection of Intellectual Property Rights:
The Company and its personnel shall comply with relevant intellectual property laws, internal procedures, and contractual obligations. Without authorization, no one may use, disclose, dispose of, or damage others’ intellectual property rights.
7. Prohibition of Unfair Competition:
The Company shall conduct business in compliance with competition laws, and shall not engage in price fixing, bid rigging, output restriction, market allocation, or other unfair competition practices.
8. Prevention of Harm to Stakeholders from Products or Services:
In product and service research, procurement, manufacturing, provision, and sales, the Company shall comply with applicable laws and international standards to ensure transparency and safety, establish and disclose consumer and stakeholder protection policies, and prevent harm to consumers’ rights, health, or safety.
9. Legal Compliance in Business Operations:
All personnel shall comply with laws and preventive measures when performing their duties.
10. Avoidance of Conflicts of Interest:
Directors, supervisors, managers, and other attendees of Board meetings who have a conflict of interest in any proposal shall disclose its material content and, if detrimental to the Company’s interests, shall refrain from participating in discussions or voting, and shall not act as proxy for other directors. Directors shall also self-regulate and avoid improper mutual support.
Directors, supervisors, managers, employees, appointees, and actual controllers shall not use their positions or influence to obtain improper benefits for themselves, their spouses, parents, children, or others.
Advocacy and Training
To promote awareness of integrity and foster a culture of ethical business conduct, the Company continuously communicates legal compliance and integrity-related topics through internal websites, emails, posters, and other channels. Relevant policy documents are available on the Company’s intranet for staff reference, ensuring that all personnel understand the Company’s commitment to integrity management. The Company also regularly conducts education and training programs to strengthen employees’ legal knowledge.
Whistleblowing System
The Company has established an accessible whistleblowing mechanism that encourages internal and external parties to report any dishonest conduct. The “Code of Integrity Management” and “Code of Ethical Behavior” require the establishment of concrete whistleblowing procedures and protection measures. The system allows reporting of any violations of ethical or legal standards, with details as follows:
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In March 2024, the Company established the “Whistleblower Handling Procedures.”
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The Company has published the whistleblowing email address law@apbioinc.com on both its official website and internal portal.
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The Legal Department serves as the dedicated unit for receiving and investigating whistleblowing cases. If a report is substantiated, the Company will take appropriate disciplinary or legal actions and, if necessary, report to competent authorities or judicial bodies. The dedicated unit reports investigation results and subsequent improvements to the Board of Directors. In cases of material violations or significant potential damage to the Company, the dedicated unit shall immediately submit a written report to the independent directors.
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Anonymous reporting is permitted. Unless otherwise required by law, the Company keeps the whistleblower’s identity and content confidential and ensures protection against retaliation. A reward mechanism is also in place for whistleblowers.
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Any suspected violations of integrity, ethics, or law by Company personnel should be promptly reported to the whistleblowing mailbox above.
As of September 30, 2025, the Legal Department had not received any whistleblowing reports.
