Corporate governance

Member of the board

Diversity of Board Members

GeneFerm upholds the board of directors' diversity. One of the concepts is the directors who are also managers of the company cannot exceed one-third of the number of directors. Appropriate diversification policies should be formulated according to the company's operation and development, including but not limited to the following two general standards:

• 1. Basic conditions and values: gender, age, nationality, and culture, etc.
• 2. Professional knowledge and skills: background, skills and related experience, etc.

Please refer to the succession planning for members of the Board of Directors and key management.

In addition to having essential knowledge, skills and self-cultivation to perform duties, and to comply with the ideal goal of corporate governance, the board members should possess the following abilities: (1) operational judgment (2) accounting and financial analyst skills (3) operations management (4) crisis management (5) industry knowledge (6) international market philosophy (7) leadership and (8) decision-making skills and other diverse professional backgrounds.

The current board of directors of the company has 10 directors (including 4 independent directors), and the number of directors includes 2 female directors and 8 male directors.

In order to implement gender equality in the composition of the board members, the company intends to include at least one female member. Currently, the proportion of independent directors among board members is 40%, and the proportion of female directors is 20%. Regarding the ability to perform duties, who are practicing accountants and practicing lawyers. Other directors have many years of experience in industrial professional competence, management and decision-making, financial accounting experience, etc., with considerable international vision, leadership, and crisis management capabilities. The composition of the current board members of the company has gradually implemented the diversification goal.

Please refer to the resumes of the current directors and the list of the implementation of diversity in the board of directors.

Specific management goals and achievement status of the board member diversity policy:

Board of directors’ performance evaluation

On May 6, 2020, the company's board of directors passed the "Board of directors’ Performance Evaluation Method". Among them, the performance evaluation of the external board of directors should be performed by an external professional independent agency or an external experts team at least once every three years. In 2022, the company entrusted Taiwan Institute of Ethical Business and Forensics to complete the 2022 annual board performance evaluation. The evaluation methods, standards and results are detailed in the board of directors’ performance evaluation summary report.。

Audit committee

The company has an audit committee composed of all independent directors. The audit committee is responsible for assisting the board of directors in performing supervisory duties and exercising securities and exchange act, corporate law and authority stipulated by other laws and regulations. The audit committee should communicate with the company's visa accountant and review the appointment, independence and performance of the certified accountant regularly. At the same time, the company's internal auditors will submit audit summary reports regularly to the audit committee based on the annual audit plan, and the audit committee will evaluate the company internal control system, internal auditors and their work periodically.

Member professional qualifications and experience

Communication policy between independent directors, internal audit supervisors and accountants

• 1. The internal audit supervisor delivers the audit report to the independent directors every month, and the independent directors request additional information about the report and convene meetings as needed.
• 2. The internal audit supervisor shall attend the audit committee and board meetings to report on the implementation of internal audit.
• 3. Independent directors call meetings with internal audit supervisors to communicate on the company internal control operation as needed. At least once a year.
• 4. Accountants attend the Audit Committee or call meetings with independent directors to communicate on the company's financial status, overall operating situation, and relevant laws and regulations. At least once a year.
• 5. Independent directors, internal audit supervisors and accountants should call occasional meetings in case of the occurrence of abnormal events.
　

The 2025 communication between independent directors, internal audit and accountant

2025 communication matters

Result: The above matters have been reviewed or approved by the audit committee, and independent directors have no objection.

Remuneration Committee

Attendance of remuneration committee members：

There are 4 members of the company's Remuneration Committee, all of whom are independent directors.

In 2025, the remuneration Committee met 2 times, the attendance of 3 independent directors is as follows：

Duty of remuneration committee：

The members of this committee should faithfully perform the following functions and powers with the attention as managers, and be responsible to the board of directors, and submit their suggestions to the board of directors for discussion:

• Formulate and regularly review the company’s directors and managers’ performance appraisal standards, annual and long-term performance targets and remuneration policies, systems, standards and structures.
• Regularly evaluate the achievement of the performance goals of the directors and managers of the company, and determine the content and amount of their individual remuneration based on the evaluation results obtained from the performance evaluation standards.

Discussions and result of the 2025 Remuneration Committee:

Internal audit organization and operation

Internal audit organization

The company’s audit office is an independent unit, directly under the board of directors, and in accordance with the company’s size, business conditions, management needs and other relevant laws and regulations, it should allocate competent and appropriate number of full-time internal auditors, and should set up a position agent to be responsible for the effectiveness and completeness of the implementation of the company’s internal control system, and to conduct continuous and ad hoc supervision and inspection; in addition to regularly reporting the audit business to the audit committee, the internal audit supervisor also sits on the board of directors and reports on the implementation of internal audits.

The basic information, academic qualifications, experience and training of internal auditors are reported to the committee for future reference by the Internet information system before the end of January each year in accordance with the regulations of the FSC.

The appointment and removal of the head of internal audit is approved by the audit committee and a resolution of the board of directors; the appointment, removal, evaluation, and salary of the internal audit personnel are reviewed by the head of audit and submitted to the chairman of the board for approval.

Internal audit operation

The audit work is mainly implemented in accordance with the audit plan approved by the board of directors. The audit plan is drawn up based on the identified risks. In addition, project audits or reviews are performed as necessary to provide the operating status of the internal control functions of the management and provide timely information Know the existing or potential missing channels; regularly report the audit work to the audit committee and the board of directors; regularly track the improvement of internal deficiencies and abnormal matters found in the internal audit.

Corporate Social Responsibility (CSR)

Implement corporate governance

The company has formulated a corporate governance code of practice under the "Code of Practice for Corporate Governance for Listed Companies", and has established an audit committee and a compensation committee under the authorization of the board of directors to assist the board of directors in performing their supervisory duties. These two committees are entirely composed of four independent directors. The company will follow laws and regulations, improve operational transparency, implement corporate governance, and further protect the rights and interests of investors and other interested parties.

Pursue quality and safety

GeneFerm adheres to the concept of "Good quality, advanced technology, cleanliness, product safety, and customer satisfaction", and makes the strictest quality control for each product, establishes a customer-oriented management system and business philosophy, and upholds integrity, professionalism, and innovation. Create a wholesome life for people, provide a trustworthy health commitment, and achieve the goal of sustainable business.

Environment-friendly and sustainable operation

Our company actively cooperates with the authorities to promote various environmental protection policies, gradually replaces and renews old equipment to effectively reduce pollution emissions, promotes energy-saving and carbon-reduction concepts, waste reduction, and resource recycling and classification measures to colleagues, and work together actively towards a low-carbon economy and society.

Human-oriented principle and healthy workplace

GeneFerm adheres to the human-oriented principle, focuses on employee relations, treats employees as family members, cares for employees, provides employees with a safe and healthy working environment. Also, GeneFerm plans diversified training courses and encourages employees to learn by themselves, so that employees can work steadily and stably growing up.

Social participation

GeneFerm has been established in Tainan for more than 25 years. In order to fulfill its corporate social responsibility, we have invested a total of NT$508,500 in social welfare donations in 2024, including social welfare organizations (such as Huashan Social Welfare Foundation, Genesis Social Welfare Foundation, BOYO Social Welfare Foundation, Hondao Senior Citizen’s Welfare Foundation,Child Welfare League Foundation, House of the little angels Kaohsiung, The world Vision Foundation, Love Life Culture and Education Foundation, etc.), special education institute (such as Luway Opportunity Center, Sin Te Kindly Education and Training Organization, Private Hongjia Qineng Refuge Center etc.), and grants for local elementary schools. The company rewards and subsidizes students from poor families, and hopes to help others in need, show love and help people in need, implement the concept of planting good deeds, and create a win-win situation of self-interest and altruism so that we can live in the society more beautiful and peaceful.

Shi En Nursing Home located in Yongkang District, Tainan is a long-term donation recipient of our company. In 2014, we donated various supplies, including rice, nutritional supplements, diapers, etc. We also sponsored a large refrigerator with a third party manufacturer. Through this practical local care, we help the residents of Shi En Nursing Home have a better life. We pay tribute to and express our care for the hospital's long-term dedication.

In 2024, our company responded to the 2024 "Old Shoes. Save Lives" Tainan fundraising event and called on colleagues to participate in this event. In the end, colleagues collected shoes of all sizes, spring and summer clothing, and various bags, sorted them into nearly 20 boxes, and a donation of NT$10,000, which were personally delivered to the collection site in Anping District. These supplies will be loaded into 40-foot containers painted with the exclusive image of "Tainan 400" and shipped to Africa. Every bit of resources raised will deeply impact and help the people in the poorest areas. Let us care for the earth and make love sustainable.

Labour Relations

Employee welfare measures

The Company has established a reasonable compensation policy in accordance with the Labor Standards Act. Monthly salaries are determined based on an employee’s prior experience, professional expertise, and the value of the position. Performance bonuses are awarded based on individual job performance, while year-end bonuses are distributed according to both corporate business results and individual evaluations, supported by a comprehensive performance appraisal system.

Furthermore, pursuant to Article 25 of the Company’s Articles of Incorporation, if the Company records a profit for the year, 3% to 6% shall be allocated as employee compensation. No less than 60% of said total shall be distributed to entry-level/front-line employees to ensure that operating results are appropriately reflected in staff remuneration.

In addition to base pay, the Company provides seasonal gifts or cash bonuses for the Lunar New Year, Dragon Boat Festival, and Mid-Autumn Festival, as well as employee trips, labor and health insurance, and group insurance. Other benefits include wedding and birth grants, funeral condolences, hospitalization visits, occupational injury leave, emergency relief, retirement gifts, year-end banquet lucky draws, and the provision of health supplements.

Employee safety and working environment

The company has set up a "Safety and Hygiene Work Code" to prevent occupational disasters, ensure labor safety and health, regularly inspect and maintain the safety and health of the work environment.

The company provides the work terms to employees for safety and health are as follows: raise employee health check annually; schedule safety and health training courses annually; insuring employees with an accident and medical insurance; formulate disaster emergency response measures; held fire drills every six months; set up personnel in charge of labor safety and health services; occupational safety and health management personnel; formulate "Sexual Harassment Prevention Complaint Measures" to provide complaint channels and maintain order in the work environment; maintain of machinery and equipment every month; disinfect the environment of the plant quarterly, monthly consultation service in factory by medical personnel and etc.

Our company has developed a regional safety division plan based on practical experience to promote occupational safety ethical principles and best practices among employees. The goal is to provide a safer work environment for all colleagues. Additionally, the company will extract news about accidents and create announcements, which will be posted on the factory bulletin board to raise awareness among employees. Internal training includes courses such as awareness and prevention of illegal infringements in the workplace, education and training on the practical use of compression belts, CPR and AED education and training, cleaning and chemical safety education and training, hygiene management lectures and cleaning, disinfection and chemical product management (including preparation of CIP), chemical and plastic bag control education and training, earthquake fire drills, and labor safety and health education and training. In 2024, a total of 659 hours of occupational safety and environmental safety courses were conducted, with 338 participants. In 2024, our company has not experienced any fires and, in accordance with fire regulations, conducts annual fire safety inspections and reports them. The company has designated a fire safety manager and submitted a fire protection plan. Every year, the company implements two rounds of fire prevention, disaster education training, and evacuation drills, following the plan to ensure effective fire safety management.

The company values the safety and health of all workers, and employee physical examination has been carried out regularly. During 2024, we invested NTD 242,251 in employees’ health check, covering a total of 259 staffs, including 225 for meal services and 32 for noise and hearing tests. Based on the 2024 employee health checkup report, abnormal items were analyzed and tracked. A total of 187 health talks were conducted by occupational medical staff, and 31 people returned for follow-up treatment. Through health education during talks and continuous tracking, management is used to promote employee health. Due to the characteristics of the industry, there are workplaces with high noise level that may present a risk of personnel’s hearing damage. In order to ensure the workers’ safety and health, relevant preventive measures such as environmental noise reduction, wearing of earplugs and earmuffs, special health check for personnel working in high noise area, hearing protection plan development, and regular hearing protection dissemination are executed. In addition, if personnel meet the standard of extended working hours during night period, they will be subject to the long-term night shift labor health check in accordance with the regulations of the Ministry of Labor to manage their health. The cost of the health check will be borne by the employer.

Due to the importance of regulations and the company’s value towards employees’ health, we have hired contract professional medical staff since 2020 to provide medical services and health consultations in factory, implementing labor health protection and occupational injury prevention. In 2024, a total of 78 medical personnel had carried out the consultation service in factory with a duration of 156 hours in total. With the help of professional medical care and extensive service items, employees are able to maintain physical and mental health, companies could prevent work accident, and a healthy workplace is to be expected through the collaboration.

Retirement system and implementation

In accordance with the Labor Standards Act of the Republic of China, our company has established a defined benefit retirement plan, which applies to the service years of all regular employees prior to the implementation of the Labor Pension Act on July 1, 2005, as well as to employees who choose to continue to apply the Labor Standards Act after the implementation of the Labor Pension Act. For employees who meet the retirement conditions, the pension is calculated based on service years and the average salary for the six months prior to retirement. For service years up to 15 years (inclusive), employees receive 2 base units for each full year of service; for service years exceeding 15 years, employees receive 1 base unit for each additional full year. However, the total base units are capped at 45. The company contributes 2% of the total salary each month to the retirement fund, which is deposited in a special account under the name of the Labor Pension Supervisory Committee at the Bank of Taiwan. Additionally, before the end of each year, the company estimates the balance in the aforementioned labor retirement fund account. If the balance is insufficient to cover the estimated retirement payments for employees who meet the retirement conditions in the next year, the company will contribute the difference by the end of March of the following year. As of the end of 2014, the Company has deposited NT$29,000 in a special account at the Bank of Taiwan.

Since July 1, 2005, in accordance with the Labor Pension Act of the Republic of China, our company has established a defined contribution retirement plan that applies to employees of Taiwanese nationality. For employees who choose to apply the Labor Pension Act, the company contributes 6% of their monthly salary to the employee’s individual pension account with the Labor Bureau. The payment of the employee's pension is based on the amount accumulated in the individual pension account and its earnings, and can be withdrawn as either a monthly pension or a lump sum payment, to ensure employees' financial security after retirement. The total pension costs recognized by the Company and its subsidiaries in 2014 amounted to NT$6,717,000.

The company's regulations regarding the application of the Labor Pension Act are as follows:

• Employees of the company may apply for voluntary retirement under any of the following conditions:

1. Having worked for 15 years or more and reaching the age of 55.

2. Having worked for 25 years or more.

3. Having worked for 10 years or more and reaching the age of 60.

• The company may enforce mandatory retirement under any of the following conditions:

1. Reaching the age of 65.

2. Being physically or mentally impaired to the extent that they can no longer perform their duties.

The age requirement specified in item (1) may be adjusted with the approval of the central competent authority for employees engaged in hazardous work or work requiring exceptional physical strength. However, it shall not be lower than 55 years old.

Advanced education and trainings

Our company places great emphasis on employees' continuing education and skills training. We encourage employees to actively participate in various internal and external training programs and provide subsidies for related expenses.

For specialized training, such as hazardous work supervisor re-training, Type A occupational safety and health supervisor re-training, security supervisor re-training, crane operator and rigging worker re-training, first aid personnel re-training, on-the-job safety and health training for boiler and first-class pressure vessel operators, occupational safety and health management personnel training, and occupational safety and health awareness seminars, as well as initial training for security inspectors and small boiler operators, we strictly adhere to government regulations. We commission government-approved training organizations to conduct professional training and issue qualified certificates.

These efforts aim to enhance employees' overall competence and strengthen the company’s competitiveness.

Status of labor-management agreements and various employee rights protection measures

Our company values employees' opinions and ensures that their feedback is communicated through proper channels for coordination and discussion. We actively incorporate employees' suggestions and, based on actual needs, promptly convene various work meetings to address issues related to task allocation, workforce distribution, and scheduling. This allows employees to stay informed about company policies and fosters a sense of unity.

Additionally, matters such as employee welfare and working hours for shift personnel are discussed and negotiated between labor and management during labor-management meetings. Once a consensus is reached, the agreed-upon measures are implemented to maintain a harmonious labor-management relationship. Since the company's establishment, there have been no major disputes or unresolved issues requiring arbitration.

Grievance channel for violations of integrity management

The Company promotes ethical corporate management in accordance with its "Procedures and Guidelines for Ethical Corporate Management" and relevant internal policies. Prior to any transaction, the Company conducts integrity due diligence on counterparties to avoid engaging with those with a record of unethical conduct. Furthermore, the Company has established robust accounting and internal control systems. The internal audit unit develops an annual audit plan based on risk assessments and periodically reviews the implementation of these systems. Results are reported to the Audit Committee and the Board of Directors to ensure the continuous effectiveness of prevention mechanisms.

The promotion and dissemination of ethical management are coordinated by the President’s Office, which reports its progress to the Board of Directors annually. Ethical awareness is reinforced through new hire orientation and periodic activities. In 2025 (114th year of the Republic), the ethical management training for new employees was completed, with a total of 55 participants.

Additionally, the Company fosters a culture of transparency and integrity, encouraging internal and external stakeholders to report any illegal acts or violations of company policies through established whistleblowing channels, with anonymous reporting permitted. The whistleblowing system is clearly defined in the "Procedures and Guidelines for Ethical Corporate Management" and the "Employee Grievance Redressal Measures" to ensure cases are handled appropriately and whistleblowers' rights are protected. The reporting methods, reward provisions, and the specialized unit in charge are detailed below:

Grievance channel:

• 1. Internal suggestion box
• 2. Employees and external personnel report and complaint lines

Report line：06-5109001#170

Complaint line：06-5109001#171

• 3. Feedback via email or website

Report email：yuting_chiu@geneferm.com

Complaint email：geneferm@geneferm.com

Reward system:

• 1. External personnel: The company decides the offering according to the reported incident.
• 2. Employees: Rewarded in accordance with the company's personnel regulations.

The responsible unit:

• 1. Feedback via the internal suggestion box:

The opinions from the reporting mailbox are collected and handled by the audit office.

The opinions from the complaint mailbox will be collected and handled by the human resources unit.

• 2. Feedback via email: Feedbacks are collected and handled by the company's designated personnel.

All reports and complaints should be reported to the general manager for approval, and can only be closed after being approved. No whistleblowing or grievance cases were received during the current year.

Implementation of Measures to Prevent Insider Trading

• The Company conducts educational training and awareness sessions at least once a year for current directors, managers, and employees regarding the "Management Measures for the Prevention of Insider Trading," the "Procedures for Handling Material Inside Information," and other relevant laws and regulations. For newly appointed directors and managers, relevant legal briefings are provided in a timely manner upon their assumption of office.
• The Company updates internal shareholding change records monthly. Furthermore, prior to each Board meeting, the Company reminds directors and managers of the trading restrictions during the closed periods, which include 30 days prior to the publication of the annual financial report and 15 days prior to the publication of the quarterly financial reports.
• On November 14, 2025, the Company sent notifications via email to all directors, informing them of the 2026 Board meeting schedule and providing reminders of the closed periods before each quarterly financial report to prevent directors from inadvertently violating the regulations.

Outsourced Provider Management Policy

The Company has established the "Outsourced Provider Management Procedures" to ensure effective oversight of its business partners. Our goal is to secure services and products that meet the highest standards of occupational health and safety, excellence, stable quality, and high efficiency. To achieve this, the Company conducts periodic audits and evaluations of its providers.

Based on a foundation of collaboration, the Company integrates sustainability requirements into daily supply chain management and maintains close working relationships with its partners. We invite all providers to join us in adhering to the following principles:

• Integrate group resources to establish the most competitive supply chain value through strategic partnerships.
• Drive suppliers to improve performance in economic, social, and environmental dimensions, thereby enhancing supplier sustainability.
• Provide continuous guidance to suppliers to develop diversified and localized supply capabilities.
• Monitor suppliers' energy consumption and water resource management to mitigate the impacts of extreme climate change on the supply chain.
• Strengthen waste recycling and resource reuse to minimize the impact of environmental pollution.

Specific Practices in Supply Chain Management

• 1. Qualified Provider Registry: The Company updates its Qualified Provider List (QPL) annually. This includes verifying business registrations, food business registration numbers, and various quality system certifications such as HACCP, FSSC, HALAL, KOSHER, ISO, CNS, and GMP.
• 2. Regular Evaluation: Annual evaluations are conducted for all qualified providers of products and services. The Annual Provider Performance Appraisal includes categories such as Quality, Food Safety, Delivery, Pricing Reasonableness, and Service Cooperation. Based on the scores, providers are classified into the following tiers:

  Rating	Implementation Measures
  Grade A	Classified as Priority Suppliers.
  Grade B	Maintain current procurement ratios.
  Grade C	Reduce procurement ratios.
  Grade D	Disqualified as a supplier; stop all procurement and immediately seek new sources.

• 3. On-site Audits and ESG Engagement: Each year, the Procurement Department, in coordination with relevant units, forms an audit team to conduct on-site audits of the top ten providers.
• 4. Furthermore, the Company conducts questionnaire surveys on ESG topics, including environmental protection, occupational health and safety (OHS), and labor rights. We expect our providers to not only meet requirements for quality, delivery, and price but also to embrace Corporate Social Responsibility (CSR) and Environmental, Social, and Governance (ESG) sustainability issues. Simultaneously, we encourage green procurement, localized sourcing, and the attainment of certifications related to environmental standards, OHS, or labor rights.

Personal Data Protection Policy and Implementation Status

Committed to customer privacy, we strictly comply with the Personal Data Protection Act through our internal management regulations and robust security measures. Our data governance framework includes standardized classification, strict access controls, and owner review mechanisms to ensure data availability, integrity, and confidentiality across all branches and subsidiaries.

These policies apply to all operations involving customers and suppliers, ensuring the lawful collection and ethical use of personal information. Compliance is integrated into all job descriptions, prohibiting any unauthorized disclosure of partner data. In 2025, we completed personal data protection training and compliance orientation for 55 new employees.

Internal Carbon Pricing (ICP) Management Policy

Starting from 2025, GeneFerm Biotechnology Co., Ltd. (the "Company") has officially implemented an Internal Carbon Pricing (ICP) mechanism. This initiative transforms "carbon reduction" from a conceptual ideal into a quantifiable metric for daily decision-making, marking a significant milestone in leading the Company toward a low-carbon economy and responding to global climate policies.

1.Objectives of Carbon Pricing

The core objectives for implementing this mechanism are categorized into three areas:

• Risk Management: By pre-assessing and internalizing carbon emission costs, the Company proactively prepares for potential future increases in government carbon fees and taxes, thereby mitigating operational uncertainty and financial impact.
• Investment Decisions: In major projects such as facility upgrades, carbon costs are integrated into financial models as a key evaluation metric, guiding resources toward low-emission and long-term beneficial solutions.
• Decarbonization Driver: Through clear price signals, departments are encouraged to actively seek energy-saving measures and efficiency improvements, embedding carbon reduction into every operational link.

2.Carbon Price Setting: Shadow Pricing

The Company has adopted the Shadow Pricing method as a reference for operational and investment decisions. Shadow pricing does not involve an actual internal exchange of funds; instead, it utilizes internal simulations to translate carbon emissions into theoretical costs, enhancing the precision and rigor of decision-making. Following the carbon fee rates announced by the Ministry of Environment in 2024, the Company has set its internal carbon price at NT$300 per metric ton of carbon dioxide equivalent (tCO₂e) to reflect the potential economic impact of emissions.

3.Scope of Coverage

Based on the strategy of "addressing directly manageable emissions first," the ICP mechanism currently covers Scope 1 and Scope 2 emissions:

• Scope 1: Direct emissions from company-owned facilities and equipment.
• Scope 2: Indirect emissions associated with the purchase of electricity. Through systematic management and comprehensive inventories of these scopes, the Company establishes a foundation for reduction capabilities. In the future, this mechanism will extend to Scope 3, encompassing suppliers and upstream/downstream partners to drive decarbonization across the entire value chain.

4.Future Outlook

The Company views the official launch of ICP as a strategic starting point for long-term energy saving. Future efforts will focus on controllable operational aspects and gradually deepen across all plants and management levels:

• Carbon Emission Audits: Conduct comprehensive electricity and carbon emission surveys across all operational sites to track and improve performance.
• Energy-Efficient Equipment Upgrades: Systematically replace high-energy-consuming lighting, HVAC, and related equipment with products meeting Level 1 energy efficiency standards.
• Operational Process Optimization: Review and simplify daily workflows to strengthen energy-saving measures and reduce unnecessary consumption.
• Incentivizing Departmental Reduction: Encourage units to propose carbon reduction schemes, fostering a corporate culture of continuous sustainability.

By integrating ICP into daily management and strategic decision-making, GeneFerm is committed to a continuous management promise: realizing our long-term vision of sustainability through practical and actionable energy-saving initiatives.