Ethical Corporate Management,USUN Company

Ethical Corporate Management

I.The Company has prepared the “Ethical Management Best Practice Principles” and “Code of Ethics”. The Company plans to submit the same to the Board of Directors for approval on November 11, 2021, in order to enable its employees, vendors, customers or other business entities and personnel thereof to know about the Company’s ethical management philosophy and regulations requiring that all of the Company’s businesses should be carried out fairly and honestly in accordance with the relevant government laws and regulations.

II.State of operation of ethical management:

Scope of assessment	State of operation			Deviation from Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies, and causes thereof
Scope of assessment	Yes	No	Summary
1. Enactment of ethical management policy and program
(1) Whether the Company states in its Articles of Incorporation or external correspondence about the ethical management policies and practices passed by the Board of Directors and the commitment of the Board of Directors and senior management to actively implement the operating policies?	V		(1)The Company has set forth the “Ethical Management Best Practice Principles”. It follows said Principles, and all of its business regulations comply with the latest government laws and regulations. The Board of Directors and management all uphold the ethical management philosophy.	No material deviation
(2) Whether the Company establishes the assessment mechanism about unethical conduct to analyze and assess the operating activities with a higher risk of unethical conduct in the scope of business periodically, and adopts the unethical conduct prevention program based on the mechanism, which shall at least cover the prevention measures referred to in the subparagraphs of Paragraph 2, Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies”?	V		(2)The Company has set forth the “Ethical Management Best Practice Principles” to expressly state the Company’s ethical management policy prohibiting the Company from engaging or involving in any unethical business activities. Meanwhile, the audit unit would audit the compliance thereof periodically	No material deviation
(3) Whether the Company expressly states the SOP, guidelines for conduct and reward & punishment and grievance systems in the unethical conduct prevention program, implements the same precisely, and reviews amendments to said program periodically?	V		(3) The Company has set forth the “Ethical Management Best Practice Principles” and related internal regulations covering the issues identified in the left row. The reward & punishment and grievance systems expressly stated by the Company have also been promoted through the internal educational training programs, and fulfilled accordingly.	No material deviation
2. Implementation of ethical management
(1) Does the Company evaluate the integrity of all counterparts it has business relationships with? Are there any integrity clauses in the agreements it signs with business partners?	V		(1)Before establishing business relations with any customer, vendor or trading counterpart, the Company is used to selecting the vendors with the strongest competitiveness and engaged in ethical management based on integrity, fairness and justice principles. Meanwhile, when executing any business contract with a trading counterparty, the legal affairs unit would review the contractual terms and conditions to prevent the Company from trading with anyone with ethical conduct record	No material deviation
(2) Whether the Company establishes a unit dedicated to promoting ethical corporate management under the supervision of the Board of Directors which shall be responsible for reporting the status of implementation of the ethical management policy and unethical conduct prevention program to the Board of Directors periodically (at least for once per year), and supervising the implementation?	V		(2) For the time being, the Company has its audit unit promote ethical corporate management operations in line with the internal control, and reports the implementation thereof to the Board of Directors periodically.	No material deviation
(3) Does the Company have developed policies to prevent conflicts of interest, provided adequate channels for communication, and substantiated the policies?	V		(3)The Company has internally established the “Ethical Management Best Practice Principles” to govern the employees. Any Board member who has a conflict of interest with voting shall recuse himself/herself from the voting at the Board of Directors meeting.	No material deviation
(4) Whether the Company fulfills the ethical management by establishing an effective accounting system and internal control system, and has an internal audit unit research and adopt related audit plans based on the unethical conduct risk assessment result and conduct audits on the compliance by the unethical conduct prevention program, or appoints a CPA to conduct the audits?	V		(4) In order to ensure the fulfillment of ethical management, the Company has already established an effective accounting system and internal control system. The internal auditors would periodically audit compliance with the systems referred to in the preceding paragraph. The CPA would also conduct audits on the implementation of internal controls annually.	No material deviation
(5) Does the Company organize internal or external training on a regular basis to maintain ethical management?	V		(5) The Company has established the “Ethical Management Best Practice Principles”, and would promote the same through various channels in order to ensure fulfillment thereof.	No material deviation
3. Implementation of the Company's whistle-blowing system
(1) Does the Company have a specific whistle-blowing and reward system stipulated, a convenient whistle-blowing channel established, and a dedicated staff designated to deal with the accused individual?	V		(1) The Company has set up the employee opinion mailbox and also enacted the “Grievance Management Regulations”. The HR unit is dedicated to accepting the grievances and reflecting any misconduct in a timely manner.	No material deviation
(2) Whether the Company defines the standard operating procedure, follow-up measures to be taken upon completion of the investigation, and nondisclosure mechanism toward the investigation of the reported case as accepted?	V		(2) Any whistle-blowing cases shall be accepted by the HR unit. The cases will be kept in confidence to protect the whistle-blower’s interest and privacy.	No material deviation
(3) Has the Company taken proper measures to protect the whistle-blowers from suffering any consequence of reporting an incident?	V		(3) The Company assures that the whistle-blower would be protected from suffering any consequence of the whistle-blowing.	No material deviation
4. Enhanced information disclosure Has the Company disclosed its ethical management best practice principles and progress onto its website and Market Observation Post System (MOPS)?	V		The Company’s “Ethical Management Best Practice Principles” have been disclosed on the MOPS and the Company’s website and annual report.	No material deviation
5. If the Company has established its own ethical corporate management best practice principles in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/TPEX-Listed Companies”, please describe the current practices and any deviations from the Principles： a. The Company established its “Ethical Management Best Practice Principles” in reference to the Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies, as the basis for the fulfillment of ethical management. There is no material deviation from the Principles.
6. Other important information that is helpful in understanding the ethical corporate management operation of the Company? (e.g., the Company has amended its own ethical corporate management best practice principles, etc.): a. The Company has already strengthened the promotion of the work rules to enable its employees to know about the Company’s ethical management policy. Meanwhile, the Company has also established its accounting system and audit operations as the regulations to be followed by the Company’s management and employees. The auditors shall also report the Company’s internal control systems and audits to the Board of Directors periodically to effectively fulfill the ethical management system. b. The Company also expressly states the directors’ recusal for conflict of interest in its “Parliamentary Rules for the Board of Directors Meetings”, providing that any director involved in a conflict of interest with himself/herself or the juristic person represented by him/her is not allowed to join the relevant discussion and voting, but shall be recused from the discussion and voting.