展示 14.1

道德守則（樣式：行爲準則）

本政策的目的是爲所有基因技術有限公司(GTG)的董事和員工制定公司業務行爲準則和道德準則。

此政策適用於所有GTG員工，包括董事會、董事和管理人員。

所有GTG員工有責任閱讀並理解該政策。管理層有責任確保員工理解並遵守第6節中列明的條款和條件。

GTG 應遵守所有適用法律，執行該政策，包括：

基因技術有限公司董事會已經採納了適用於執行董事、非執行董事、高管和員工（「準則」）的業務行爲準則與道德準則。

本代碼旨在引導董事會和每位董事、高管和員工，包括公司的首席執行官、公司秘書和致富金融（臨時代碼）官員，關注道德風險領域，爲董事提供指導以幫助他們認識和處理道德問題，提供報告不當行爲的機制，並幫助培養誠實和問責文化。本準則是公司對誠信承諾以及符合適用法律標準的一部分。本準則旨在促進公開報告和通信中的全面、公正、準確、及時和易懂披露，並促進遵守所有適用的法律、規定和法規。本準則的採納是爲了遵守澳交所公司治理委員會的良好公司治理原則和最佳實踐建議，以及2002年美國《薩班斯-奧克斯法案》第406條、美國證券交易委員會頒佈的相關規則和納斯達克證券交易所的市場規則。

公司認識到其首要義務是創造股東價值；同時致力於向客戶提供最高標準的服務和產品，並承諾遵守所有相關的會計和其他標準。

在涵蓋各種業務實踐和流程的同時，這些標準不能涵蓋可能出現的每個問題，也不能涵蓋每個需要做出道德決策的情況，而是提出了關鍵的指導原則和公司政策。鼓勵覆蓋人員對可能涉及本行爲準則的特定情況提出問題，並將此事提請董事長注意，董事長可在必要時與公司秘書和外部律師進行協商。

所有板塊 被覆蓋的人必須按照本準則的文字和烈酒所示進行行爲，並努力避免任何不當行爲的出現。即使是出於善意的違法行爲或違反本準則的行爲也可能對公司和相關個人產生負面影響。

Covered人士有義務以公司的最佳利益爲重。他們所有板塊應努力避免出現可能或實際存在利益衝突的情況。當個人的私人利益或對其他實體的職責以任何方式干擾或甚至看起來干擾公司，包括其子公司和附屬公司的利益時，就會發生「利益衝突」。當Covered人士或Covered人士的家庭成員採取行動或擁有可能使該董事難以客觀有效地履行工作的利益時，衝突可能會產生。當Covered人士（或他或她的家庭成員）因其在公司中的職位而獲得不當個人利益時，衝突也可能會產生。

以下是可能構成利益衝突的情況示例。在採取任何行動之前，應將這類情況帶到主席注意進行審查和清除：

Covered人士應在機會出現時履行對公司推動其合法利益的責任。禁止Covered人士利用公司財產、信息或職位發現的商業機會爲自己謀取利益。任何Covered人士都不得利用公司財產、信息或職位謀取個人利益，也不得與公司競爭。與公司競爭可能涉及從事與公司相同的業務領域，或任何導致Covered人士奪走公司產品、服務或利益銷售或購買機會的情況。

Covered Persons should maintain the confidentiality of information entrusted to them by the Company, its customers, consumers or suppliers, except when disclosure is authorised or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company, its customers, consumers or suppliers, if disclosed.

Each Covered Person should endeavor to deal fairly with customers, consumers, suppliers, competitors, employees, the public and one another at all times and in accordance with ethical business practices. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. No bribes, kickbacks or other corrupt payments in any form shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favorable action. Occasional business gifts of modest value to, and entertainment of, non-government employees in connection with business discussions or the development of business relationships are generally deemed appropriate in the conduct of Company business. However, no gift or entertainment should be offered or extended if it is illegal, known to be in violation of the rules of the recipient’s organisation or would likely result in a feeling or expectation of personal obligation on the part of the recipient. In addition, no gifts or business entertainment of any kind may be given to any government employee without the approval of the Chairman, who will consult with legal counsel, as appropriate.

Protecting Company assets against loss, theft or other misuse is the responsibility of everyone who acts for the Company, including directors. Loss, theft and misuse of Company assets directly impact our profitability. All Company assets should be used for legitimate business purposes.

The Company is strongly committed to conducting our business affairs with honesty and integrity and in full compliance with all applicable laws, rules and regulations. No Covered Person shall commit an illegal or unethical act, or instruct others to do so, for any reason when conducting business for the Company.

Each Covered Person shall act in good faith with due care to assure the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Australian Securities Exchange, Australian government regulatory authorities, the U.S. Securities and Exchange Commission and in all other public communications made by the Company. The Company is committed to making and keeping books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets and has established the following guidelines:

Using non-public, Company information to trade in securities, or providing a family member, friend or any other person with a “tip”, is illegal. All such non-public information should be considered inside information and should never be used for personal gain. Covered Persons are required to familiarise themselves and comply with the Company’s policy against insider trading. Covered Persons should contact the Company Secretary before engaging in any transaction involving Company securities.

Any political contributions made by or on behalf of the Company and any solicitations for political contributions of any kind must be lawful and in compliance with Company policies. This policy applies solely to the use of Company assets and is not intended to discourage or prevent individual directors or other Covered Persons from making political contributions or engaging in political activities on their own behalf. No one may be reimbursed directly or indirectly by the Company for personal political contributions.

The Company takes its obligations under the relevant employment legislation seriously and will maintain the highest standards in the areas of occupational health and safety and employment opportunity.

Except in certain limited circumstances, the Australian Crimes Act and the U.S. Foreign Corrupt Practices Act (FCPA) and other laws prohibit giving anything of value directly or indirectly to any “foreign official” for the purpose of obtaining or retaining business or other improper purposes such as reducing taxes. The meaning of “foreign official” can be surprisingly broad - UN officials, candidates for political office, employees of state owned businesses, etc. When in doubt as to whether a possible arrangement, payment or gift may violate these laws contact the Chairman before taking any action. The Chairman will consult with legal counsel, as appropriate.

There are many legal and ethical standards that apply to those who act for the Company. These include:

Every Covered Person is expected to comply with all of the provisions of this Code. The Code will be strictly enforced and violations will be dealt with promptly. Violations of the Code that involve illegal behaviour will be reported to the appropriate authorities, after consulting with counsel. Covered Persons should promptly communicate any suspected violations of this Code to the Chairman. Any concerns relating to the Chairman should be communicated to the Chairman of the Audit Committee. Violations will be investigated by or at the direction of the Chairman, the Audit Committee or the Board of Directors, as appropriate. Directors should promote ethical behaviour and an environment in which the Company encourages employees to talk to supervisors, managers or other appropriate personnel about illegal and unethical behaviour and, when in doubt, about the best course of action to take in a particular situation. The Company will not tolerate any kind of retaliation for questions, reports or complaints regarding misconduct that were made in good faith.

In addition to any other requirement of this Code of Conduct, the Company is to retain documents for mandatory applicable time periods in compliance with any laws which govern the area of document retention. Consistent with legal requirements and good corporate practice, the Company and Covered Persons shall not destroy or conceal or permit another person to destroy or conceal documents with the intention of preventing such documents from being used in evidence in circumstances where there is a reasonable prospect of a legal proceeding. This applies regardless of whether the proceeding is in progress or is to be or may be commenced in the future. This applies to not only court proceedings but also covers inquiries or evidence before a person acting judicially.

Any waiver of any provision of this Code for any director may only be granted by the Board of Directors and will be promptly disclosed to the Company’s shareholders (by posting on our Website or other means of public disclosure). Amendments to this Code must be approved by the Board of Directors and must be promptly disclosed to shareholders.