Effective date 2014.12.26

1. Revision description:

1. With reference to the Taiwan Stock Exchange Co., Ltd. Taiwan Stock Exchange Corporation Letter No. 1080008378 on May 23, 108, the Republic of China amended and issued Article 5, Article 7, Article 8, Article 17, Article 20, and Article 23 Article 27, and the provisions of Article 27 will be implemented from now on (Republic of China Financial Supervision and Administration Commission Financial Supervision Commission’s Financial Regulatory Commission Letter No. 1080307434 approved for reference) (Republic of China May 31, 108 No. 10800565491), and in order to establish a corporate culture of integrity, and to improve operations, the company’s integrity management code is specially formulated.

 

Article 1 The purpose and scope of application

In order to establish the corporate culture of the company's integrity management and the establishment of a reference framework for good business operations, in order to improve the development of the enterprise, this code is specially formulated.

The Company’s Code of Integrity Management has its scope of application to subsidiaries, consortiums and corporations that have accumulated more than 50% of the funds directly or indirectly donated, and other institutions or legal persons with substantial control capabilities (hereinafter referred to as group companies and organization).

 

Article 2 Prohibition of dishonesty

The company’s directors, supervisors, managers, employees, assignees, or persons with substantial control capabilities (hereinafter referred to as "substantial controllers") shall not directly or indirectly provide, promise, request or accept in the process of engaging in business activities Any illegitimate benefits, or other dishonest behaviors that violate integrity, illegality, or breach of fiduciary obligations, in order to obtain or maintain benefits (hereinafter referred to as dishonest behavior).

The objects of the preceding paragraph include public officials, candidates for political participation, political parties or party officials, as well as any public or private enterprises or institutions and their directors (directors), supervisors (supervisors), managers, employees, and actual controllers Or other interested parties.

 

Article 3 State of Benefit

The benefit referred to in this Code refers to anything of value, including money, gifts, commissions, positions, services, preferential treatments, rebates, etc. in any form or name. However, it is not limited when it is a normal social etiquette, and it is accidental and there is no risk of affecting specific rights and obligations.

 

Article 4 Compliance

Companies should abide by the Company Law, Securities Exchange Law, Commercial Accounting Law, Political Contribution Law, Corruption and Crime Regulations, Government Procurement Law, Public Officials’ Conflict of Interests Avoidance Law, listing-related regulations or other business conduct related laws and regulations to implement integrity management The basic premise.

 

Article 5 Policy

The company should be based on integrity,transparent and responsible business philosophy,develop an integrity-based policy,and establish a good corporate governance and risk control mechanism,We should also establish a sound corporate governance and risk control mechanism,

 

 

Article 6 Prevention Plan

The company may formulate relevant prevention plans to prevent the occurrence of dishonest behaviors, and the prepared prevention plans shall comply with the relevant laws and regulations of the place where the company and its group companies and organizations operate. And should communicate with employees, labor unions, important business transactions and other interested parties.

 

Article 7 Scope of the prevention plan

The prevention plan formulated by the company shall analyze the business activities with a high risk of dishonest behavior within the business scope and strengthen relevant preventive measures. The content of the prevention plan may cover the following prevention measures:

1. Offering and receiving bribes.

2. Provide illegal political donations.

3. Improper charitable donations or sponsorships.

4. Providing or accepting unreasonable gifts, entertainment or other improper benefits.

5. Infringement of trade secrets, trademark rights, patent rights, copyrights and other intellectual property rights.

6. Engaging in acts of unfair competition.

7. Products and services directly or indirectly harm the rights, health and safety of consumers or other interested parties when they are researched, purchased, manufactured, provided or sold.

 

Article 8 Commitment and Implementation

The company should require directors and senior management to issue a statement of compliance with the integrity management policy, and require employees to comply with the integrity management policy in terms of employment.

The company and its group companies and organizations should clearly state the integrity management policy in their regulations, external documents and company websites, as well as the commitment of the board of directors and senior management to actively implement the integrity management policy, and implement them in internal management and commercial activities.

The company shall produce documented information and keep it properly for the first and second integrity management policies, statements, commitments and implementation.

 

Article 9 Operating business activities with integrity

Companies should conduct business activities in a fair and transparent manner based on the principle of good faith management.

Before doing business, the company should consider the legitimacy of its agents, suppliers, customers or other business partners and whether there are dishonest acts involved, and avoid dealing with those involved in dishonest acts.

The content of the contract signed by the company's agents, suppliers, customers or other business partners shall include the terms that comply with the integrity management policy and that the counterparty of the transaction may terminate or terminate the contract at any time if it is involved in dishonest conduct.

 

Article 10 Prohibition of bribery and acceptance

The company and its directors, supervisors, managers, employees, delegates and actual controllers shall not directly or indirectly contact customers, agents, contractors, suppliers, public officials or other interested parties when performing business Provide, promise, request or receive any form of improper benefits.

 

Article 11 Prohibition of providing illegal political contributions

The company and its directors, supervisors, managers, employees, assigns and actual controllers directly or indirectly donate to political parties or organizations or individuals involved in political activities, and shall comply with the Political Contribution Law and relevant internal operating procedures of the company , Shall not be used to seek commercial interests or transaction advantages.

 

Article 12 Prohibition of improper charitable donations or sponsorship

The company and its directors, supervisors, managers, employees, assignees and substantive controllers shall comply with relevant laws and internal operating procedures for charitable donations or sponsorships, and shall not offer bribes in disguise.

 

Article 13 Prohibition of unreasonable gifts, entertainment or other improper benefits

The company and its directors, supervisors, managers, employees, assignees and actual controllers shall not directly or indirectly provide or accept any unreasonable gifts, entertainment or other improper benefits in order to establish commercial relations or influence commercial transactions .

 

Article 14 Prohibition of infringement of intellectual property rights

The company and its directors, supervisors, managers, employees, assignees and substantive controllers shall abide by the relevant laws and regulations on intellectual property, the company’s internal operating procedures and contract provisions; without the consent of the intellectual property owner, they shall not use, disclose, Disposal, damage or other violations of intellectual property rights.

 

Article 15 Prohibition of engaging in unfair competition

Companies should engage in business activities in accordance with relevant competition laws, and must not fix prices, manipulate bids, limit output and quotas, or share or divide markets by allocating customers, suppliers, operating areas, or business types.

 

Article 16 Preventing products or services from harming interested parties

The company and its directors, supervisors, managers, employees, assignees and substantive controllers shall follow relevant laws and regulations and international standards to ensure products and services in the process of research and development, procurement, manufacturing, provision or sales of products and services Information transparency and security, formulate and disclose the rights and interests protection policies of consumers or other interested parties, and implement them in operational activities to prevent products or services from directly or indirectly harming the rights, health, and health of consumers or other interested parties. Safety. When there are facts sufficient to believe that its products or services may endanger the safety and health of consumers or other interested parties, in principle, the batch of products should be immediately recycled or its services should be stopped.

 

Article 17 Organization and Responsibility

The company’s directors, supervisors, managers, employees, assigns, and actual controllers should perform the duty of care of good managers, supervise the company to prevent dishonest behavior, and review its implementation effectiveness and continuous improvement at any time to ensure the integrity management policy The implementation.

 

Article 18 the laws governing the conduct of business shall be followed

Director of the company,Supervisor,Managers,Supervisor,When the assignee and the actual controller perform business,comply with laws and regulations and preventive measures.

 

Article 19 Avoidance of Benefits

The company should formulate a policy to prevent conflicts of interest, to identify, supervise and manage the risks of dishonest behavior caused by conflicts of interest, and provide appropriate channels for directors, supervisors, managers, and other stakeholders present or attending the board of directors to take the initiative Explain whether it has any potential conflicts of interest with the company.

Company directors, supervisors, managers, and other interested parties present or present on the board of directors who have interests in the proposals listed on the board of directors, and their own or the legal person they represent, shall explain the important content of their interests in the current board of directors, such as When it is harmful to the interests of the company, it is not allowed to participate in the discussion and voting, and it should be avoided during the discussion and voting, and it is not allowed to act for other directors to exercise their voting rights. Directors should also be self-disciplined and have to support each other.

Company directors, supervisors, managers, employees, appointed persons and actual controllers shall not use their positions or influence in the company to obtain improper benefits for themselves, their spouses, parents, children or any other person.

 

Article 20 Accounting and Internal Control

The company should establish an effective accounting system and internal control system for business activities with a high risk of dishonesty. It should not have external accounts or keep secret accounts, and should review it at any time to ensure that the design and implementation of the system continue to be effective.

The internal audit unit of the company shall, based on the assessment results of dishonest conduct risks, draw up relevant audit plans, including audit objects, scope, items, frequency, etc., and check compliance with the prevention plan based on this, and may appoint an accountant to perform the audit, if necessary , You have to entrust professional assistance.

The inspection results of the preceding paragraph shall be reported to the senior management and the unit responsible for integrity management, and an audit report shall be prepared and submitted to the board of directors.

 

Article 21 Operating Procedures and Behavior Guidelines

When the company formulates precautionary practices, when directors, supervisors, managers, employees, and substantive controllers should pay attention to the business, the content may cover the following matters:

1. The criteria for determining the improper interest provided or accepted.

2. Procedures for providing legal political contributions.

3. Provide processing procedures and amount standards for legitimate charitable donations or sponsorships.

4. Provisions on avoiding conflicts of interest related to duties, and procedures for declaration and handling.

5. Confidentiality requirements for confidential and commercially sensitive information obtained in business.

6. Regulation and handling of suppliers, customers and business partners involved in dishonest conduct.

7. Dealing with violations of the corporate integrity management code.

8. Disciplinary sanctions against violators.

 

Article 22 Education, Training and Assessment

The chairman, general manager or senior management of the company shall regularly communicate the importance of integrity to the directors, employees and persons appointed.

The company should regularly organize education, training and publicity for directors, supervisors, managers, employees, appointed persons and actual controllers, and invite counterparties engaged in business activities with the company to participate, so that they can fully understand the company’s determination to operate with integrity , Policies, prevention programs, and consequences of violations of dishonest behavior.

The company should integrate the integrity management policy with the employee performance appraisal and human resources policy to establish a clear and effective reward and punishment system.

 

23th article reporting and disciplinary punishment

The company should establish a whistleblowing system and provide a proper whistleblowing channel, and the identity of the whistleblower and the content of the whistleblower should be kept confidential. In addition, the disciplinary and complaint system for violations of the integrity management regulations may be clearly established, and the job title, name, date of violation, violation content, and handling of the violation on the company's internal website will be disclosed immediately.

 

Article 24 Information Disclosure

The company should promote the quantitative data of integrity management, continuously analyze and evaluate the effectiveness of the integrity policy promotion, and may disclose its integrity management measures, implementation status, and previous quantitative data and promotion effects on the company website, annual report or public brochure, and disclose the integrity management The content of the code.

25th article good faith operational policy and measure self-criticism revision

The company should always pay attention to the development of relevant standards for integrity management at home and abroad, and encourage directors, supervisors, managers, and employees to make suggestions to review and improve the company’s integrity management policies and measures to promote the company’s integrity management. Implementation results.

 

Article 26 Implementation

The Company’s Code of Integrity Management will be implemented after the board of directors has passed it, and sent to the supervisors and reported to the shareholders’ meeting. The same applies for revision.

When the company submits the Code of Integrity Management to the board of directors for discussion in accordance with the preceding paragraph, it shall fully consider the opinions of all directors, and record their objections or reservations in the minutes of the board of directors; if the directors cannot attend the board of directors in person to express their objections or reservations , Except for justified reasons, written opinions shall be issued in advance, which shall be included in the minutes of the board of directors.

 

If a company sets up an audit committee, the regulations on supervisors in this Code shall be used by the audit committee.

                                                                        Effective date 2014.12.26

1. Revision description:

1. With reference to the Taiwan Stock Exchange Co., Ltd. Taiwan Stock Exchange Corporation Letter No. 1080008378 on May 23, 108, the Republic of China amended and issued Article 5, Article 7, Article 8, Article 17, Article 20, and Article 23 Article 27 and the provisions of Article 27 will be implemented from now on No. 10800565491), and in order to establish a corporate culture of integrity, and to improve operations, the company’s integrity management code is specially formulated.

 

Article 1 The purpose and scope of application

In order to establish the corporate culture of the company's integrity management and the establishment of a reference framework for good business operations, in order to improve the development of the enterprise, this code is specially formulated.

The Company’s Code of Integrity Management has its scope of application to subsidiaries, consortiums and corporations that have accumulated more than 50% of the funds directly or indirectly donated, and other institutions or legal persons with substantial control capabilities (hereinafter referred to as group companies and organization).

 

Article 2 Prohibition of dishonesty

The company’s directors, supervisors, managers, employees, assignees, or persons with substantial control capabilities (hereinafter referred to as "substantial controllers") shall not directly or indirectly provide, promise, request or accept in the process of engaging in business activities Any illegitimate interests, or other dishonest acts that violate integrity, illegality, or breach of fiduciary obligations, in order to obtain or maintain benefits (hereinafter referred to as dishonest behavior).

The objects of the preceding paragraph include public officials, candidates for political participation, political parties or party officials, as well as any public or private enterprises or institutions and their directors (directors), supervisors (supervisors), managers, employees, and actual controllers Or other interested parties.

 

Article 3 State of Benefit

The benefit referred to in this Code refers to anything of value, including money, gifts, commissions, positions, services, preferential treatments, rebates, etc. in any form or name. However, it is not limited when it is a normal social etiquette, and it is accidental and there is no risk of affecting specific rights and obligations.

 

Article 4 Compliance

Companies should abide by the Company Law, Securities Exchange Law, Commercial Accounting Law, Political Contribution Law, Corruption and Crime Regulations, Government Procurement Law, Public Officials’ Conflict of Interests Avoidance Law, listing-related regulations or other business conduct related laws and regulations to implement integrity management The basic premise.

 

Article 5 Policy

The company should be based on integrity,transparent and responsible business philosophy,formulate policies based on integrity,and establish a good corporate governance and risk control mechanism,produce sustainable business environment.

 

Article 6 Prevention Plan

The company may formulate relevant prevention plans to prevent the occurrence of dishonest behaviors, and the prepared prevention plans shall comply with the relevant laws and regulations of the place where the company and its group companies and organizations operate. And should communicate with employees, labor unions, important business transactions and other interested parties.

 

Article 7 Scope of the prevention plan

The prevention plan formulated by the company shall analyze the business activities with a high risk of dishonest behavior within the business scope and strengthen relevant preventive measures. The content of the prevention plan may cover the following prevention measures:

1. Offering and receiving bribes.

2. Provide illegal political donations.

3. Improper charitable donations or sponsorships.

4. Providing or accepting unreasonable gifts, entertainment or other improper benefits.

5. Infringement of trade secrets, trademark rights, patent rights, copyrights and other intellectual property rights.

6. Engaging in acts of unfair competition.

7. Products and services directly or indirectly harm the rights, health and safety of consumers or other interested parties when they are researched, purchased, manufactured, provided or sold.

 

Article 8 Commitment and Implementation

The company should require directors and senior management to issue a statement of compliance with the integrity management policy, and require employees to comply with the integrity management policy in terms of employment.

The company and its group companies and organizations should clearly state the integrity management policy in their regulations, external documents and company websites, as well as the commitment of the board of directors and senior management to actively implement the integrity management policy, and implement them in internal management and commercial activities.

The company shall produce documented information and keep it properly for the first and second integrity management policies, statements, commitments and implementation.

 

Article 9 Operating business activities with integrity

Companies should conduct business activities in a fair and transparent manner based on the principle of good faith management.

Before doing business, the company should consider the legitimacy of its agents, suppliers, customers or other business partners and whether there are dishonest acts involved, and avoid dealing with those involved in dishonest acts.

The content of the contract signed by the company's agents, suppliers, customers or other business partners shall include the terms that comply with the integrity management policy and that the counterparty of the transaction may terminate or terminate the contract at any time if it is involved in dishonest conduct.

 

Article 10 Prohibition of bribery and acceptance

The company and its directors, supervisors, managers, employees, delegates and actual controllers shall not directly or indirectly contact customers, agents, contractors, suppliers, public officials or other interested parties when performing business Provide, promise, request or receive any form of improper benefits.

 

Article 11 Prohibition of providing illegal political contributions

The company and its directors, supervisors, managers, employees, assigns and actual controllers directly or indirectly donate to political parties or organizations or individuals involved in political activities, and shall comply with the Political Contribution Law and relevant internal operating procedures of the company , Shall not be used to seek commercial interests or transaction advantages.

 

Article 12 Prohibition of improper charitable donations or sponsorship

The company and its directors, supervisors, managers, employees, appointed persons and actual controllers shall comply with relevant laws and internal operating procedures for charitable donations or sponsorships, and shall not offer bribes in disguise.

 

Article 13 Prohibition of unreasonable gifts, entertainment or other improper benefits

The company and its directors, supervisors, managers, employees, assignees and actual controllers shall not directly or indirectly provide or accept any unreasonable gifts, entertainment or other improper benefits in order to establish commercial relations or influence commercial transactions .

 

Article 14 Prohibition of infringement of intellectual property rights

The company and its directors, supervisors, managers, employees, assignees and substantive controllers shall abide by the relevant laws and regulations on intellectual property, the company’s internal operating procedures and contract provisions; without the consent of the intellectual property owner, they shall not use, disclose Disposal, damage or other violations of intellectual property rights.

 

Article 15 Prohibition of engaging in unfair competition

Companies should engage in business activities in accordance with relevant competition laws, and must not fix prices, manipulate bids, limit output and quotas, or share or divide markets by allocating customers, suppliers, operating areas, or business types.

 

Article 16 Preventing products or services from harming interested parties

The company and its directors, supervisors, managers, employees, assignees and substantive controllers shall follow relevant laws and regulations and international standards to ensure products and services in the process of research and development, procurement, manufacturing, provision or sales of products and services Information transparency and security, formulate and disclose the rights and interests protection policies of its consumers or other stakeholders, and implement them in operational activities to prevent products or services from directly or indirectly harming the rights, health, and health of consumers or other interested parties. Safety. When there are facts sufficient to believe that its products or services may endanger the safety and health of consumers or other interested parties, in principle, the batch of products should be immediately recycled or its services should be stopped.

 

Article 17 Organization and Responsibility

The company’s directors, supervisors, managers, employees, assignees, and actual controllers should perform the duty of care of good managers, supervise the company to prevent dishonest behavior, and review its implementation effectiveness and continuous improvement at any time to ensure integrity management policies The implementation.

 

Article 18 the laws governing the conduct of business shall be followed

The directors, supervisors, managers, employees, appointed persons and substantive controllers of the Company shall comply with the provisions of the Ordinance and the precautionary measures in carrying out their business.

 

Article 19 Avoidance of Benefits

The company should formulate a policy to prevent conflicts of interest, to identify, supervise and manage the risks of dishonest behavior caused by conflicts of interest, and provide appropriate channels for directors, supervisors, managers, and other stakeholders present or attending the board of directors to take the initiative Explain whether it has any potential conflicts of interest with the company.

Company directors, supervisors, managers, and other interested parties present or present on the board of directors who have interests in the proposals listed on the board of directors, and their own or the legal person they represent, shall explain the important content of their interests in the current board of directors, such as When it is harmful to the interests of the company, it is not allowed to participate in the discussion and voting, and it should be avoided during the discussion and voting, and it is not allowed to act for other directors to exercise their voting rights. Directors should also be self-disciplined and have to support each other.

Company directors, supervisors, managers, employees, appointed persons and actual controllers shall not use their positions or influence in the company to obtain improper benefits for themselves, their spouses, parents, children or any other person.

 

Article 20 Accounting and Internal Control

The company should establish an effective accounting system and internal control system for business activities with a high risk of dishonesty. It should not have external accounts or keep secret accounts, and should review it at any time to ensure that the design and implementation of the system continue to be effective.

The internal audit unit of the company shall, based on the assessment results of dishonest conduct risks, draw up relevant audit plans, including audit objects, scope, items, frequency, etc., and check compliance with the prevention plan based on this, and may appoint an accountant to perform the audit, if necessary , You must entrust professional assistance.

The inspection results of the preceding paragraph shall be reported to the senior management and the unit responsible for integrity management, and an audit report shall be prepared and submitted to the board of directors.

 

Article 21 Operating Procedures and Behavior Guidelines

When the company formulates precautionary practices, when directors, supervisors, managers, employees, and substantive controllers should pay attention to the business, the content may cover the following matters:

1. The criteria for determining the provision or acceptance of improper benefits.

2. Procedures for providing legal political contributions.

3. Provide processing procedures and amount standards for legitimate charitable donations or sponsorships.

4. Provisions on avoiding conflicts of interest related to duties, and procedures for declaration and handling.

5. Confidentiality requirements for confidential and commercially sensitive information obtained in business.

6. Regulation and handling of suppliers, customers and business partners involved in dishonest conduct.

7. Dealing with violations of the corporate integrity management code.

8. Disciplinary sanctions against violators.

 

Article 22 Education, Training and Assessment

The chairman, general manager or senior management of the company shall regularly communicate the importance of integrity to the directors, employees and persons appointed.

The company should regularly organize education, training and publicity for directors, supervisors, managers, employees, appointed persons and actual controllers, and invite counterparties engaged in business activities with the company to participate, so that they can fully understand the company’s determination to operate with integrity , Policies, prevention programs, and consequences of violations of dishonest behavior.

The company should integrate the integrity management policy with the employee performance appraisal and human resources policy to establish a clear and effective reward and punishment system.

 

Article 23 Report and Punishment

The company should establish a whistleblowing system and provide a proper whistleblowing channel, and the identity of the whistleblower and the content of the whistleblower should be kept confidential. In addition, the disciplinary and appeal system for violations of the integrity management regulations may be clearly established, and information such as the job title, name, date of violation, violation content, and handling of the violation on the company's internal website may be disclosed immediately.

 

Article 24 Information Disclosure

The company should promote the quantitative data of integrity management, continuously analyze and evaluate the effectiveness of the integrity policy promotion, and may disclose its integrity management measures, performance, and previous quantitative data and promotion effects on the company website, annual report or public brochure, and disclose the integrity management The content of the code.

 

Article 25 Review and Amendment of Credit Management Policies and Measures

The company should always pay attention to the development of relevant standards for integrity management at home and abroad, and encourage directors, supervisors, managers, and employees to make suggestions to review and improve the company’s integrity management policies and measures to promote the company’s integrity management. Implementation results.

 

Article 26 Implementation

The Company’s Code of Integrity Management will be implemented after the board of directors has passed it, and sent to the supervisors and reported to the shareholders’ meeting. The same applies for amendments.

When the company submits the Code of Integrity Management to the board of directors for discussion in accordance with the preceding paragraph, it shall fully consider the opinions of all directors, and record their objections or reservations in the minutes of the board of directors; if the directors cannot attend the board of directors in person to express their objections or reservations , Except for justified reasons, written opinions shall be issued in advance, which shall be included in the minutes of the board of directors.

 

If a company sets up an audit committee, the regulations on supervisors in this Code shall be used by the audit committee. Effective date 2014.12.26