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Governance Practices
DR.WU has appointed a Corporate Governance Officer since May 11, 2022. The current Corporate Governance Officer was approved by a resolution of the Board of Directors on August 13, 2025, with Ms. Ting Shao, Chief Financial Officer, appointed to the position. Ms. Shao possesses more than three years of relevant management experience in accounting, finance, shareholder services, and board and meeting affairs of public companies.
Scope of Responsibilities of the Corporate Governance Officer
Key Focus Areas for 2025
To establish a culture of ethical business practices and ensure sound corporate development, DR.WU adopted the Ethical Corporate Management Best Practice Principles and the Code of Ethical Conduct upon approval by the Board of Directors on April 1, 2015. These codes clearly set forth the standards of conduct to be observed by employees in the performance of their duties and explicitly stipulate preventive measures against unethical conduct.
Ethical Management Organization and Responsibilities
To ensure sound ethical management practices, DR.WU has established an Ethical Management Task Force, which is responsible for formulating ethical management policies and preventive measures, as well as supervising their implementation. The Task Force is primarily responsible for the following matters and reports regularly to the Board of Directors:
Stakeholder Whistleblowing
In accordance with the Ethical Corporate Management Best Practice Principles, DR.WU has established comprehensive whistleblowing and grievance channels to enable internal and external stakeholders to report any conduct that may involve unethical behavior or violations of laws and regulations. An independent and impartial handling mechanism has also been put in place to ensure fairness and integrity in the investigation process.
The Company has designated a dedicated whistleblowing contact window, which is managed by the Internal Audit unit and is responsible for receiving and administering all reported cases. Upon receipt of a whistleblowing report, the Company will initiate an investigation procedure based on the nature of the case. Depending on the identity of the reported party and the substance of the allegation, the Company will assign the appropriate responsible unit or establish an investigation team to conduct verification and handling. Throughout the investigation process, the Company strictly safeguards the confidentiality of the whistleblower’s identity and the investigation procedures. Necessary actions will be taken in accordance with the Company’s internal regulations and the specific circumstances of each case.
利Stakeholder Whistleblowing Email: 1999@drwu.com
Promotion and Implementation of Ethical Corporate Management
DR.WU continues to promote its ethical corporate management policy in accordance with the Ethical Corporate Management Best Practice Principles and relevant internal control systems. Through systematic management mechanisms, education and training programs, and audit and review processes, the Company ensures that all business operations adhere to principles of integrity and ethical conduct.
Ethical Corporate Management Mechanisms
Implementation Status in 2025
Regular Reporting and Information Disclosure
The Company's Ethical Corporate Management Task Force reports the implementation status of ethical corporate management to the Board of Directors on an annual basis. The implementation status for 2025 was reported to the Board of Directors on December 17, 2025. Relevant policies, procedures, and implementation results are disclosed on the Company's official website.
To ensure the sustainable operation of the Company and its subsidiaries (collectively, the “Company”), effectively manage risks that may arise during operations, and strengthen corporate governance, the Company has integrated risk management into its daily operations and management activities. This approach aims to safeguard shareholders’ interests, protect stakeholders’ rights, and achieve the Company’s strategic objectives. Accordingly, the Company has established the Risk Management Policy and Procedures as guidelines for implementation.
Risk Management Organization
The Board of Directors of DR.WU serves as the highest governing body for risk management. It is responsible for approving risk management policies and related systems, and for supervising the operation of the overall risk management framework to ensure that the Company can effectively identify, assess, and manage the various risks encountered in its operations.
The Audit Committee assists the Board of Directors in performing its risk management oversight responsibilities. Through regular reviews of risk management reports and system design, the committee provides recommendations for improvement to strengthen the overall effectiveness of the Company's risk management practices.
The Risk Management Task Force is the dedicated unit responsible for implementing risk management. It reports to the General Manager, who serves as the convener of the task force, with members appointed by the General Manager. The Risk Management Task Force is responsible for planning and promoting the Company's overall risk management system, including establishing risk management policies, frameworks, and mechanisms, setting both qualitative and quantitative management standards, and regularly reviewing and continuously improving risk management operations. The task force reports on the status of risk management operations to the Board of Directors at least once a year.
In addition, the Internal Audit Office, as an independent unit reporting directly to the Board of Directors, assists the Board in supervising the implementation of the risk management system. By reviewing the execution of risk control and response measures across various departments, the Internal Audit Office provides recommendations for improvement to further strengthen the Company's risk management framework.
In daily operations, department heads bear primary responsibility for risk management. They are required to proactively identify potential risks within their respective areas of responsibility and implement appropriate control measures. They must also regularly report relevant risk management matters to the Risk Management Task Force to ensure the effective operation of the Company's overall risk management system. In the event of sudden major risk incidents or circumstances that may have a significant impact on the Company's operations, the Company will, as appropriate, establish a dedicated response task force to promptly implement necessary response measures and communicate with relevant stakeholders in a timely manner, thereby mitigating potential impacts and ensuring stable business operations.
Risk Management Practices
Departments across the Company monitor the risk status of their respective operations based on their professional responsibilities and develop appropriate risk management strategies and response measures to effectively mitigate operational risks. The implementation status for 2025 was reported to the Board of Directors on December 17, 2025. The identified risks and corresponding management measures are summarized in the table below.
| Risk Types | Risk Events | Management Measures |
|---|---|---|
| Strategic | ||
| Operating Performance | Achievement of Operating Targets | The management team regularly reviews and aligns annual strategies and progress toward operating targets through weekly management meetings and company-wide meetings. |
| Operational | ||
| Supply Chain | Over-concentration of Procurement | The Procurement Department continuously develops new suppliers to reduce reliance on a single supplier. |
| Fluctuation in Raw Material Prices | Market intelligence on raw materials is continuously collected to understand market conditions and respond proactively. | |
| Material Supply Shortages | Safety stock levels are established, and inventory status is monitored through the ERP system and regular sales and operations planning meetings to ensure stable supply. | |
| Information Security |
Cyberattacks / Confidential Data Leakage |
|
| Human Resources |
Talent Turnover |
Recruitment channels have been expanded, employee care initiatives strengthened, and a Mentorship Program implemented. |
| Occupational Safety and Health | Personnel Injury |
|
| Financial | ||
| Credit Risk | Overdue Customer Payments |
|
| Other | ||
| Climate Change |
|
|
| Disasters | Natural or Man-made Disasters |
|
| Ethical Conduct | Unethical Behavior |
|
Regular Reporting and Information Disclosure
The Company's Risk Management Task Force reports the status of risk management implementation to the Board of Directors on a regular annual basis. The operational status for 2025 was reported to the Board of Directors on December 17, 2025. Relevant policies, procedures, and implementation status are disclosed on the Company's official website for public reference.
To safeguard the security of the Company’s operational information, customer data, and consumer rights, DR.WU has established a comprehensive information and communication security management framework. Through a clearly defined governance structure, robust information security policies, and concrete protection and response measures, the Company continuously strengthens cybersecurity governance, mitigates potential information security risks arising from operations, and enhances overall cybersecurity resilience.
Information Security Management Structure
DR.WU has established an Information Security Management Unit responsible for coordinating and implementing information and communication security–related policies. The Company has designated one Information Security Officer and one dedicated information security staff member to oversee the promotion, coordination, supervision, and review of information security matters.
Information Security Policy
To effectively manage information security, DR.WU has built a reliable operating environment to safeguard consumer rights. Information security risk management is implemented through four key pillars: information security assessment, information security management, information security protection, and information security training. To ensure that identified risks are properly managed, the Company has established risk management procedures and implementation measures to safeguard the security of information collection, processing, transmission, storage, and circulation. In addition, to strengthen incident response capabilities, DR.WU conducts annual information operation risk assessments and periodically reviews the effectiveness of information security certifications. These measures enable the Company to identify potential risks affecting information security objectives and assess their impact throughout the operational process.
Specific Management Measures and Resource Allocation
| Internet & Cybersecurity Controls | Data Access Controls | Incident Response & Recovery Mechanisms | Awareness Promotion & Review |
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Implementation Status of Information Security Management
DR.WU continuously strengthens its overall information security management framework through education and training, simulation exercises, and practical implementation, enhancing employee awareness and the organization’s capability to respond to information security incidents. Key information security initiatives implemented in 2025 include:
DR.WU values the privacy and personal data protection of its customers, members, and stakeholders. In accordance with the Personal Data Protection Act and relevant laws and regulations, the Company has established a Privacy Policy and publicly discloses information regarding its Privacy Protection Policy and Personal Data Collection Notice. The policy clearly defines the mechanisms for the collection, processing, use, and protection of personal data to ensure that personal information is used within reasonable, lawful, and necessary scopes, thereby safeguarding the rights and interests of data subjects.
Responsibilities and Operational Mechanism for Personal Data Management
DR.WU places great importance on the proper management and protection of personal data and has established a Personal Data Protection Task Force. The Company designates the head of the Administrative Department, appointed by senior management, as the Personal Data Management Representative, who is responsible for coordinating and overseeing matters related to personal data protection and working with relevant departments to ensure effective implementation.
The Legal Affairs function is responsible for compliance with personal data protection laws and regulations, system reviews, and risk assessments, and provides professional advice on the legality of the collection, processing, and use of personal data. The Information Technology function is responsible for information security management and the establishment and maintenance of technical protection measures, including access control, cybersecurity protection, and incident response mechanisms, to reduce the risk of unauthorized access, alteration, or leakage of personal data.
The Internal Audit function, in accordance with the annual audit plan, regularly reviews the personal data management system and its implementation status and reports audit results to management to ensure the effective operation of the system. Each business unit is responsible for properly managing personal data involved in its operations in accordance with its duties and for implementing relevant management and improvement measures, collectively safeguarding the privacy rights and interests of customers, employees, and other stakeholders.
Personal Data Protection Policy and Scope of Application
DR.WU has disclosed its Privacy Policy on the Company’s official website. The policy applies to website users, members, customers, and stakeholders related to the Company’s business operations. The policy explains the purposes of personal data collection, categories of data, period of use, geographic scope, recipients, and methods of use. It also clearly states the rights that users may exercise in accordance with applicable laws, including the right to access, correct, cease the use of, or delete their personal data, as well as the contact channels for exercising such rights.
Personal data is primarily collected for purposes including member and customer management, product transactions and delivery, marketing activities, after-sales services, statistical analysis, and other necessary business operations. Such data is properly stored and managed only for the period required to achieve the specific purposes.
Personal Data Security Management and Protection Measures
To ensure the security of personal data, DR.WU adopts technical and administrative measures in line with industry standards and establishes access authorization control mechanisms. Access to personal data is restricted to authorized personnel based on job responsibilities, and system controls and internal regulations are implemented to prevent unauthorized access, disclosure, alteration, or destruction of personal data.
In online transactions and payment processes, DR.WU does not retain credit card transaction information. Payment processing is handled directly by payment service providers and acquiring banks, thereby reducing the risk of leakage of sensitive personal data.
Annual Implementation Status and Awareness Measures
DR.WU continuously enhances employees’ awareness of personal data protection and information security through internal management mechanisms and educational initiatives, and treats the Privacy Policy as a fundamental principle for the operation of its website and related services. In July 2025, the Company conducted information security awareness training for all employees. In recent years, there have been no major incidents of personal data breaches or violations of personal data protection laws.
To strengthen competitiveness and protect product development technologies, DR.WU integrates its business strategies with core technologies and implements a “Plan–Do–Check–Act (PDCA)” management cycle for intellectual property rights. This ensures that the Company possesses sufficient internal resources to plan, implement, and continuously improve its intellectual property protection system. When entering into contracts with external vendors, the Company includes provisions regarding the ownership of intellectual property rights and confidentiality of trade secrets. Internally, the Company enhances employees’ awareness of intellectual property rights through education and training programs.
Intellectual Property Management Achievements in 2024: As of 2024, the Company has obtained a cumulative total of 5 patents that have been granted and remain valid, and 127 trademarks that have been registered and remain valid.
To enhance the transparency of intellectual property management and align it with operational objectives, the Company plans to regularly report the progress and implementation status of intellectual property management to the Board of Directors, with reports to be conducted at least once a year, ensuring that relevant strategies and execution remain aligned with the Company’s development direction.
In line with business development and regulatory trends, the Company will periodically review the effectiveness of its intellectual property management, including intellectual property portfolio strategies, the appropriateness of contractual provisions, document management, and confidentiality measures. Adjustments and optimizations will be made as necessary to continuously strengthen the protection of the Company’s core technologies and brand assets, thereby supporting its long-term and stable operations.
TOP ↑The Company places great importance on the sound operation and sustainable development of the Board of Directors and key management personnel. In accordance with corporate governance–related regulations, the Company continues to focus on succession planning and talent development mechanisms.
Board Member Selection and Succession Planning
The Company adopts a candidate nomination system for the election of directors and implements a board diversity policy, taking into comprehensive consideration candidates' professional expertise, industry experience, and overall complementarity. The composition of the Board encompasses directors of different ages, genders, and professional backgrounds, with cross-disciplinary expertise in areas such as accounting and finance, law, information technology, and industry practice. Board members also possess core competencies including business judgment, operational management, leadership and decision-making, and crisis management, thereby promoting the sound and balanced development of the Board's structure.
To strengthen the continuity of professional expertise and the stability of succession planning for the Board, the Company also develops a pipeline of potential board successors through the cultivation and practical experience of senior management. Currently, the Vice President, in addition to overseeing key functions such as business development, marketing planning, and creative design, also serves concurrently as a director of the Company. Through active participation in Board operations, this role deepens understanding of corporate governance, business strategy, and the duties of the Board, forming an integral part of the Company's board succession and knowledge transfer framework.
In accordance with the Company's "Corporate Governance Best Practice Principles", the Board as a whole is expected to possess capabilities in business judgment, accounting and financial analysis, operational management, crisis management, industry knowledge, international market perspective, as well as leadership and decision-making. The Company has also established the "Rules Governing the Performance Evaluation of the Board of Directors and Functional Committees". Through annual performance evaluations of the Board and individual directors, the Company assesses dimensions including alignment with corporate objectives, understanding of roles and responsibilities, participation in operations, communication and coordination, professional development, internal control, and overall Board effectiveness. The evaluation results serve as important references for enhancing Board performance and for future director selection.
Succession Planning and Talent Development for Key Management Personnel
The Company’s senior management team is responsible for the Company’s day-to-day operations and management, and a job deputy system has been established to ensure continuity and stability in organizational operations. Based on the Company’s overall development strategy and the functional requirements of senior management positions, succession planning for key management roles is reviewed on a regular annual basis.
With respect to talent development, the Company cultivates managerial knowledge, management skills, and leadership capabilities through project participation, cross-departmental collaboration, and task-based assignments, thereby strengthening practical experience and overall management capacity. At the same time, employees with potential are encouraged to engage in cross-functional assignments to support career development and capability building. In response to operational needs, the Company also organizes key position–related talent development programs on an irregular annual basis to enhance professional competencies and promote experience sharing across departments. Through these efforts, a pool of high-potential talent is gradually established to support the Company’s medium- and long-term operational and management needs.
To safeguard the fundamental human rights of employees, DR.WU recognizes and supports the principles and spirit of the Universal Declaration of Human Rights, the United Nations Global Compact, and the International Labour Organization (ILO) Conventions. The Company does not employ child labor, prohibits forced labor, opposes discrimination or differential treatment in employment, provides a safe and healthy working environment, complies with labor-related laws and regulations, respects employees’ freedom of association, and duly safeguards employees’ lawful rights and interests. The Company’s practices relating to employee appointment and dismissal, compensation, and benefits are all conducted in compliance with applicable laws and regulations. The Company has established and publicly announced work rules and relevant management policies and procedures, implemented a fair performance evaluation system, and provides diversified training and development opportunities, thereby fulfilling its responsibilities and obligations as an employer.
Specific Management Policies and Implementation Results
The Company has established human rights–related policies, including the Prevention of Sexual Harassment Measures, Complaint and Disciplinary Procedures, Occupational Safety and Health Work Rules, Reward and Disciplinary Management Rules, and Work Rules, to protect the rights and obligations of both labor and management. Complaint handling procedures are clearly stipulated to maintain an ethical, equal, and harmonious workplace environment.
Workplace Health and Safety
Prevention of Unlawful Discrimination and Equal Employment Opportunities
Physical and Mental Well-being and Work–Life Balance
Retirement System
To further strengthen employee human rights protection, DR.WU conducts a Stakeholder Materiality Survey every two years. The survey conducted in October 2024 covered six major topics: labor rights, employee compensation and benefits, career development and talent cultivation, occupational health and safety, diversity, equity and inclusion (DEI), and social contribution. The results indicate a continued increase in employees’ attention to human rights protection and the working environment, reflecting the direction of the Company’s policies.
The Company also monitors whether its sources of supply have significant environmental or social impacts on local communities and periodically evaluates suppliers’ compliance with laws and the Company’s policies regarding human rights, labor practices, environmental protection, and social responsibility. Accordingly, based on the established Corporate Social Responsibility Code, the Company has further formulated a Supplier Corporate Social Responsibility Code for suppliers to follow. In addition, procurement contracts stipulate that both parties shall act in good faith and in accordance with the principle of good faith, and shall not engage in any conduct that violates laws, public order, or good morals, or infringes upon the rights of others, thereby jointly promoting the enhancement of corporate social responsibility.