Ethical Management

Employee code of conduct

Primax Group is committed to its core management philosophy: creating the best returns for shareholders and customers while ensuring employees enjoy their work. To achieve this goal, earning the trust and support of customers, business partners, shareholders, and the public is essential. Honest, trustworthy, and law-abiding employees become important foundations. The Employee Code of Conduct sets out the fundamental behavioral standards that all Primax employees must follow when conducting business activities. These standards cover personal ethics, rules regarding gifts and hospitality, protection of trade secrets, avoidance of conflicts of interest, adherence to fair trade practices, reporting mechanisms, and principles of disciplinary action.
If any instances of employee misconduct or unethical behavior are discovered or reported, the Company will investigate the relevant facts. If violations of applicable laws or the Employee Code of Conduct are confirmed, disciplinary measures will be imposed based on the severity of the incident, in accordance with locally applicable work rules. These measures may include verbal or written warnings, retraining, reprimands or demerits, withholding of performance bonuses or incentives, demotion, or dismissal. In serious cases, the employment contract may be terminated in line with local laws and contractual provisions, and civil or criminal liability may also be pursued as appropriate.

Ethical corporate management education and training

Primax Group organizes annual communication sessions, awareness videos, and engaging activities to effectively promote integrity. It also arranges training for employees on anti-corruption, compliance with laws and regulations, and other related topics. At the same time, every new employee is required to attend an 8-hour onboarding training course within their first month, which includes a 1-hour introduction and explanation of the Employee Code of Conduct and ethics. The participation rate for new employee training is 100%. Additionally, ongoing Ethical Business Conduct Training is provided for existing employees. In 2025, the Group delivered a total of 58,178 training hours related to business integrity, with 35,894 participants.

Implementation of Conflict of Interest Avoidance

The Company has established the "Corporate Governance Best Practices" and the "Operational Procedures for Ethical Management and Guidelines of Conduct," which stipulate that directors, managers, and any individuals attending or sitting in on Board meetings who have a conflict of interest in any proposal must disclose the material details of such conflict at that meeting. Where the conflict may harm the Company's interests, they must refrain from participating in the discussion and voting and are prohibited from acting as proxy for other directors. Directors uphold the highest standards of self-discipline and consistently recuse themselves in accordance with conflict of interest avoidance principles whenever proposals involve their personal interests. For further details on the processes and disclosure practices by which the highest governance body manages conflicts of interest, please refer to the Corporate Governance section on page 42 of the 2024 Shareholders' Meeting Annual Report.

Robust internal audit Mechanisms

To strengthen corporate governance and internal oversight, Primax Group, in accordance with the "Regulations Governing Establishment of Internal Control Systems by Public Companies," establishes an internal control system that considers the overall business activities of Primax and its subsidiaries. The system is drafted by the audit unit and managers, convened by the Chairman, and approved by the Board of Directors. Its primary purpose is to promote effective operations across the organization.
Primax has established an Operations Audit Department staffed by one Chief Auditor and two dedicated personnel. Each department and subsidiary conducts self-assessments at least once per year. The internal audit department reviews these results along with any deficiencies it has identified to serve as the basis for management's assessment of the overall effectiveness of the internal control system. The Audit Committee and directors regularly hold discussions with the Chief Auditor regarding any internal control deficiencies, with meeting minutes prepared and reported to the Board of Directors to ensure proper implementation.
By December each year, the internal audit department develops the annual audit plan for the following year based on risk assessments and carries out audit procedures accordingly. During the audit process, identified issues are consolidated, improvement recommendations are formulated, and an Internal Audit Report is prepared. Responsible departments must document corrective actions, and the report is submitted to the Chief Auditor and Chairman for review. Any deficiencies in the internal control system or irregularities identified during inspections must be truthfully disclosed in the audit report. After the report has been reviewed and approved, follow-up actions should be conducted. Progress must be tracked and reported at least quarterly until corrective measures have been completed to ensure that the responsible units have implemented appropriate improvements in a timely manner. In 2025, audits were completed for all departments and units in accordance with the internal audit plan. For detailed information on communications between the Independent Directors, the Chief Auditor, and the external auditors, please refer to the Company's website.

Political contributions

Primax actively participates in international initiatives, corporate sustainability, and climate change activities in response to climate change issues. Additionally, in pursuit of operational-related businesses, expanding areas of interest, compliance with regulations, fostering partnerships, and talent development, we join public associations relevant to these issues. Primax maintains political neutrality, not endorsing any political party, political movements, organizations, or candidates. We neither engage in nor encourage lobbying activities and do not provide funds for such purposes. All expenditures are directed towards association dues or donations to tax-exempt organizations.

In FY2024, our three largest contributions were made to the following organizations. Additionally, Primax contributed approximately TWD 484,820 in membership dues to climate-related associations, supporting industry-wide sustainability and environmental education efforts. These contributions are not related to political campaigns or lobbying. All relevant information about climate-related associations is publicly disclosed in our website《International Initiative》.