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Ethics Policy

Ethical code of conduct

Prepared: 10/22/2010
Revised: 02/10/2011
1. Scope of Applications
  The code is applicable to the staff of the organization and its affiliates.
2. Follow the laws and regulations
 
2.1 Employees should obey related laws, regulations and company policies.
2.2 The principle of law in application: If conflicts exist in between this code and local promulgated laws or regulations by government, the later shall be in the first priority.
3. Avoiding the conflict of interest
  The conflict of interest means the conflict occurs between the personal interest, activities, investment or the target objects to come with by employees and the overall company interests (or reasonably predicted to have contradict or conflict), the employees should avoid:
3.1 Employee or his families/ close relatives has employment relationship with any one of the company’s suppliers, clients or the competitive or has direct/ indirect financial interest, such as investment or being the director or partner of that company (those stock owner less than 2% of the public trading shall be exempted).
3.2 Employee or his families/ close relatives engages in the activities other than the company itself has resulted in direct competition to the company, or anything interferes the job and responsibility as bear by employee
3.3 Employee or his families/ close relatives, without company’s permission, take advantage of company resources (i.e. information, objects and properties etc.) and apply on himself other than the company’s activities.
3.4 Represent company and make deals with families or friends unauthorized.
3.5 Using company confidential or unreleased information and making profit for private person, families or friends.
3.6 Investing certain amount or holding stock of company’s suppliers, customers or competitive.
3.7 Accept invitation of any suppliers, customers or competitive of their part time job or other forms of employment, including consultancy or technical instructions.
3.8 Within the same department or in a subordinate department, it is not proper to hire families or relatives.  Any exception should be approved by G.M.
4. Gifts and hospitality
  Employee should keep the most strict ethic code on job in treating our suppliers, vendors, customers as well as with various organizations and engagements (including government organizations) in relation with company business, not allow accepting or giving gifts, money or hospitality that affects normal business relationship and judgment.  Any form of bribe is strictly forbidden.
4.1 In case gifts or any form of giving is inevitable, following rules should be kept:
4.1.1 Cash, check or any other securities (i.e. money coupons, stocks etc.)
4.1.2 In case gifts or hospitalities is inevitable in polite, no excess than NT100 as the upper limit.
4.1.3 In case of considering the negative effect of returning gift directly and accept it temporarily which against term 4.1.2, should be reported to the management department within 7 days for handling.
4.1.4 Never accept the invitation of stock share holding or other similar discount as provided by customers or vendors other than the public stock trading.
4.1.5 Never accept travel expenses, accommodations or other financial aid from the customers or vendors against the subject of commercial tour, exhibition purposes.
4.2 In case the company requires giving gifts to the business concerning targets in maintaining the normal business relationship, except the principle of term 4.1 should be followed, following rules should be kept as well:
4.2.1 No cash, check or other securities (i.e. money coupon, stocks etc.) should be given.
4.2.2 The giver of the gift should include company’s name.
4.2.3 The value of gift should be properly made at the upper limit of NT2000.-
4.3 The acceptance or arrangement of business hospitality should meet common commercial habit, neither too frequent to cause much unnecessary cost, nor enable customers or vendors have wrong idea about our policy of giving gift is mean to build or maintain the business relationship.
4.4 The management between supervisor and subordinates should follow the spirit and principle of this code.
4.5 Personal benefit: any employee should not deal any commercial product for personal benefit in his work.
5. Company capital and property
 
5.1 Employee bears the responsibility of protecting company’s assets and resources.
No matter tangible or intangible assets of the company should be applied on the legal commercial purposes; any employee of the company is obligated in protecting group assets on the basis of good administrator in attitude, eliminate all theft, waste, intentional damage, negligence and misappropriation of such acts harm the interest of the company, and should bring the group assets into full play aggressively in seeking the optimal interest of the company.
5.2

It is forbidden to use company credit card, cash or check on personal purposes or misuse.  The telephone, email and internet network as provided by the company are for business purpose only; accidental personal usage may be allowed under reasonable and legal circumstances.  Employee should properly, accurately and honestly keep the receipts, shipping notes, invoices, income receipts or other evidences.
6. Keep business confidential
 
6.1 Concerning the confidential information which belongs to company, suppliers or customers as obtained from working contacts should be strictly kept by the employees.
6.2

The confidential information includes, but not limits to, unreleased information, once it revealed could be taken advantage of by competitive and put the company, suppliers or customers into dangerous situation.
6.3

Any of the revealing to the public should be signed an effective confidential agreement or equivalent confidential contract as approved previously.
6.4

Confidential information is strictly forbidden of duplicating privately or keeping in personal PC or those storage devices out of company’s control.
6.5

Employee bears the obligation of protecting those unpublished company's materials, such as business project, internal process, suppliers and customers list, financial data etc., as well as not allowed to prevail to those unauthorized personal, companies or parties in the group or its subordinates, internally or externally.  The personnel may include each level supervisors, staff, suppliers, consultants, as well as their spouse, children, relatives and cohabitants who may have chance to contact these information.
6.6

Employee neither on duty nor quit is forbidden to leak or misuse the business confidential in his knowledge, or else the violation as involved shall be punished or dealt according to the local government laws or regulations.
6.7

Employee should strictly keep commercial Confidential Agreement
6.8

The confidential information should be labeled with confidential and declaim confidential terms in confidential email.
6.9

The destruction of the confidential material should be carried out by authorized personnel of the company.  Unauthorized destruction of the confidential material is forbidden without permission.
7. Anonymity
 
7.1 Any employee who reasonably believes he has violated the norms or committed any other crime (e.g. theft of company assets), or immoral circumstances (e.g. improper love affairs) in occurrence in good faith, should report to department head or related supervisor immediately in his knowledge.
7.2

Employee should enquire or report to the company in signature or anonymously if question arises or violation of this code has been found.  
7.3

No one should reveal or leak the detail of content or identification of report to the irrelevant personnel, included but not limited to irrelevant employees, charge of non-responsibility and families.
7.4

The handling process of reporting should be strictly kept confidential and treated deliberately.  To those employees engaged in the case handling shall be protected to prevent from being treated unfairly.
7.5

The personnel engaged in the receiving, handling, storing and destroying related information should treat it the confidential.
7.6

The company policy declares no revenge mentality and behavior of relying resentment shall be existed to those who report in good faith.
8. Anti-spying and destruction
 
8.1 Any employee who found unknown or unauthorized personnel holding sensitive information or accessing the restricted area should report to the department head immediately.
8.2 Any employee who found information software/ hardware is in dangerous issue should report to the department or related personnel in charge immediately.
A

Ceasing the intruded PC system or equipment in use immediately, and reserve the current status.
B

The system administrator should stop IP address in processing immediately, and report the result to the department head and keep record.
9. Intellectual property
 
9.1

All employees belong to group and subordinates shall conform to the right of global intellectual property and strictly carries it out according to the local laws.  Any violation or suspected offender found should be reported to the department in concern by the authority about its tort liability, and cease the suspected violations immediately.
9.2 The department which was reported should investigate the issue in detail and propose the result of suspected violation afterwards.
10. Fair operating, advertising and competition
 
10.1

Company shall keep local laws in acting his commercial activities.  No untrue or law violated advertisement as well as criminal or improper means shall be taken.
10.2

Company shall keep regulation of anti-trust act without involving in any unlawful pricing alliance or the act of suppressing the businesses in the same field.
11. Insider news of trading
 
11.1

The insider news means any unpublished news or still pending for market trading of the listed/ OTC companies, which investors thought it the tips in making trading decision.  The insider news includes, but is not limited to, the prediction of financial or sales data, reorganization of the key management, new products in revealing and potential merging project etc
11.2 Any one who engaged in the insider management is forbidden in involving trading himself or encouraging others in trading.
A

The personnel as may involved in the case would include each level supervisors, staff, suppliers, consultants, as well as their spouse, children, relatives and cohabitants etc
B

The information would include company internal matters, but also include company controlled or invested subordinates directly or indirectly.
12. Financial report
 
12.1

Company insists on keeping the law regulatory of financial report and publishing.
12.2 The financial/ accounting personnel should strictly keep the existing company policy and regulation.  No one is allowed to interfere the company financial system in audit internally or externally.
12.3 Any employee who has reasonably found the intrusion or query to the accounting or audit should report to the company immediately.
12.4 The listed/ OTC company should proceed its commercial activities, company structure, financial status and its sales report openly according to the local laws and common business rules.
13. The collection, storage, application and publication of the information
 
13.1

The company would only collect competitive information through appropriate and legal approach.
13.2 The competitive information as obtained via theft, coercion, wiretapping, electronic eavesdropping, bribery or other inappropriate forms is strictly forbidden.
13.3 Make sure both party has signed non-confidential agreement before revealing any confidential material.
13.4 Any information or unreleased information suspected to be obtained via inappropriate approach is strictly forbidden in use.
13.5 The confidential information concerning customers, suppliers, partners in collaboration or other organizations is forbidden to apply on inappropriate purposes or providing others or organizations.
13.6 In case employee is requested to provide the preceded information or to be questioning by law enforcement agencies or government during his working period, should report to the department in charge and follow the instruction.
13.7 The forgery or conceal any untrue material is strictly forbidden.
14. The collection, storage, application and publication of the information
 
14.1

Employee engagement of the community activity: company support employee in the engagement of the legal charity organization under the circumstances of non-interfering to the normal duty.
14.2 Protection of the community environment: all employees should strive to maintain the protection of the community environment, including the responsibility of cleaning the improper advertisement in community.
14.3 Support in poor area: the company, where feasible, shall support poverty-stricken areas, provide employment opportunities.
14.4 School-enterprise in cooperation: the company, where feasible, shall donate equipment or provide scholarships as teaching aid or educational training to selected academic organizations.
15. Company departments and their responsibility:
 
15.1

A morality committee shall be established within the company in need; where, G.M., management administrator and auditing supervisors shall be the members of committee.
15.2 Relevant departments: morality committee, auditing office, management department.
15.3 Responsibility:
A

In receiving the report of employee concerning morality.
B

Defining and handling any moral violation issue as occurred and making decision of giving punishment or investigating the responsibility as engaged according to the local government laws.
16. Disciplinary measures
 
16.1

Any employee (or vendor) who violates this code shall be terminated his employment (or deal).
16.2 The company has right in requesting the key or subordinates who violate the code for taking total responsibility of compensation.  Regarding the criminal behavior, the company shall fully support the investigating action by relevant authority of government.
17. Implementation and amendment
  This code shall be effective after being approved by G.M...