Code of Conduct

This Code of Conduct constitutes the globally binding rules applicable to Yunneng Wind Power Co., Ltd. (hereinafter “Company”), its management and employees.
The Company will continuously strive to ensure that these standards are also adhered to by its business partners. They shall help the Company to meet ethical and legal challenges in the day-to-day work.
Integrity guides this conduct toward the Company’s shareholders, management, employees, business partners, competitors, government representatives, the authorities and the citizens of the countries in which the Company operates.
This statement of the corporate principles constitutes the foundation of the Code of Conduct. Both, strategic considerations and day-to-day business of the Company are always based on high ethical and legal standards.
To a substantial degree, the Company's public image is determined by the actions and by the way each and every one of the Company presents and conducts himself or herself, and particularly by the respect everyone shows to each other. Management and employees of the Company all share the responsibility for having met this corporate social responsibility worldwide.

Taipei, 18 July 2019

The Board of Directors of Yunneng Wind Power Co., Ltd.
Yun-I Wang (Chairman)
Hui-En Liao
Eike Sven Schimanski

Observance of the relevant legal system and applicable law is a fundamental principle for the Company. All employees must obey to the applicable laws and regulations of the legal systems in which they are operating in addition to applicable Company’s policies. Violations of the law must be avoided under all circumstances.

Regardless of the sanctions that could be imposed by law, all employees guilty of a violation will be subject to disciplinary consequences because of the violation of their employment duties.

The Code of Conduct forms a core component of the Company culture. The behavior of its management has reference character.

Situations where financial interests interfere with those of the Company have to be avoided. It is forbidden to accept presents or advantages resulting from business relations of the Company, which may be assumed to influence business decisions or transactions. Invitations have to be kept within the reasons of common business hospitality.

It is not allowed to provide undue advantages to business partners or any other third parties or to make the attempt to do so with regard to any kind of business activities. No third parties may be deployed to bypass this rule.

Corruption generally refers to obtaining or attempting to obtain a personal benefit or business advantage through improper or illegal means. Corruption may involve payments or the exchange of anything of value and includes the following activities:

1. Bribery
2. Kickbacks

Corrupt activities are not only a code violation, they can also be a serious violation of criminal and civil anti-bribery and anti-corruption laws in various countries.

A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage.

Employees and management are not permitted to use their jobs to solicit, demand, accept, obtain or to be promised advantages. This does not apply to the acceptance of occasional gifts of purely symbolic value.

Facilitation payments and kickbacks, like other forms of corruption, are unethical and prohibited under the Company’s Code of Conduct, policies and the applicable law. The Company does not make, and will not accept, facilitation payments or kickbacks of any kind.

Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official.

If an employee is asked to make a payment on behalf of the Company, he/she should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. The employee should always ask for a receipt which details the reason for the payment. If there are suspicions, concerns or queries regarding a payment, he/she should raise these with the management.

Kickbacks are typically payments made in return for a business favour or advantage. All staff must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by the Company.

Money laundering is the process of disguising the nature and source of money connected with criminal activity - such as terrorism, drug trafficking or bribery - by integrating dirty money into the stream of commerce so that it appears legitimate or its true source or owner cannot be identified.

It is the Company’s objective to conduct business with reputable customers, consultants and business partners who are involved in lawful business activities and whose funds are derived from legitimate sources. The Company does not facilitate money laundering. Management and employees must abide by applicable anti-money laundering laws and the Company’s procedures, designed to detect and deter suspicious forms of payment or customers or other transactions that could involve money laundering. To avoid problems in this area, employees must be attentive to and report suspicious behavior by customers, consultants and business partners. Management and employees must also follow all accounting, record-keeping and financial reporting requirements applicable to cash and payments in connection with other transactions and contracts.

The Company does not prohibit normal and appropriate hospitality (given and received) to or from third parties in accordance with the following requirements:

1. It is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits.
2. It complies with applicable local law and regulations.
3. It is given in the Company’s name, not in an individual’s name;
4. It does not include cash or a cash equivalent (such as gift certificates or vouchers).
5. It is appropriate in the circumstances.
6. Taking into account the reason for the gift, it is of an appropriate type and value and given at an appropriate time.
7. It is given openly, not secretly.

Gifts should not be offered to, or accepted from government officials or representatives, or politicians or political parties, without the prior approval of the management.

The Company appreciates that the market practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable. The intention behind the gift should always be considered.

The Company does not make direct or indirect contributions to political organizations, parties or individual politicians. Each exception to this rule is to be clarified with the management beforehand. Sponsorship and donations in favour of other, non-political recipients may not be used to circumvent the provisions of this Code of Conduct.

The Company is committed to a fair and open competition in the markets. It may not engage with unlawful and/or criminally practices, such as illegal bid-rigging, excluding, restricting or distorting competition.

Operating and business secrets shall be kept confidential. This also applies to other information. The Company and its business partners have an interest to keep information confidential. Such information may not be passed on to unauthorized parties without permission.

It is also prohibited to disclose non-public information about other companies and people related to. This is especially true if the corresponding information can lead to significant investment decisions potentially affecting third parties.

The management is committed to secure a quick and smooth exchange of information with the partners of the Company. Knowledge relevant to the Company’s activity must not be unlawfully withheld, misrepresented or selectively disclosed. Information is to be shared with the partners unless precedent conditions exist (e.g. confidentiality).

The management and the employees have to follow the applicable laws and valid Company’s principles of data privacy of investors and business partners. The necessary diligence to protect data has to be applied.

All business transactions must be fully and properly documented in accordance with statutory and other applicable provisions of the Company.

The management has the duty to treat the Company property and assets in every way appropriate, economical and responsible.

The Company respects the dignity of people and is committed to the compliance and the protection of human rights. The Company´s objective is the honest and fair treatment of all employees. All applicable laws and regulations are observed to operate under fair and legal human resource management procedures. The management is responsible to take care for the compliance with this universal basic right.

Protection of Health and Safety is a primary goal of the Company. All work and tasks must be carried out in compliance with the applicable law and internal safety regulations. Official instructions must be obeyed under all circumstances. Internal safety regulations must be continuously further developed. Compliance with internal and external requirements has to be monitored.

The Company does not tolerate child labor or any kind of exploitation of children and adolescents. It applies to the relevant international and national labour laws and regulations, where the works are performed. Regardless of this, the minimum age for employment may not be less than 16 years. The Company refuses also all forms of forced labor.

The Company strives for a workplace in which diversity is valued and every employee has the opportunity to develop it skills and talents. The Company prohibits discrimination against any employee or prospective employee on the basis of age, gender, sexual preference, race, nationality, religion or ethic background or other basis prohibited by law, rules and regulations that govern the Company’s operations.

Harassment und bullying in any form by or towards employees, business partners and third parties is not tolerated by the Company. Under this Code of Conduct harassment and bullying in any form is regarded as inappropriate conduct that has the effect of creating an intimidating, hostile or offensive work environment and that may be reasonably perceived to affect an individual´s employment opportunity or opportunities for training or promotion. In the Company everyone should treat each other with respect and dignity.

Company shall also observe the applicable law with regard to free access to trade unions and employee representative bodies. No employee may be discriminated against because of his or her membership of a trade union.

The Company is aware of the environmental impact of its business and is committed to protect amongst other (but not exclusively) soil, water, air, biodiversity and cultural property. The Company will safeguard a careful and sustainable treatment of natural resources. All applicable laws and regulations will be observed.

The rules in this Code of Conduct cannot predict all situations and they are ineffective unless these are anchored in the Company’s values. In implementing these rules each individual´s behaviour must be guided by those values, as well as common sense and lucidity. Anyone who is subject to this Code of Conduct must also act with a keen sense of responsibility and exemplarity.
If an employee learns that other employees or business partners or other subjects of this Code of Conduct are violating this policy they should immediately inform the management or the trusted third parties appointed by management.

The information or concerns submitted will be treated as confidential. All grievances or complaints will be investigated internally and - if necessary – by official institutions. Corrective measures will be implemented if necessary.
The employee informing about an instance of maladministration or misconduct must not expect any disadvantages through the disclosure of violations. This, of course, only applies if the employee himself has not acted contrary to duty.
Management will always be available to employees for communication and information and will promote such communication.

Violations or misconduct that become known in the course of whistleblowing must be reported immediately in serious cases, otherwise as part of normal reporting to management. The informant must be protected. The name or circumstances that would allow conclusions to be drawn about his person must be kept secret, unless they may be disclosed by law or court order or on the basis of the consent of the informant.
The Company must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.
The Company must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties are recorded and verifiable specifically stating the reason for the expenditure.
All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept "off-book" to facilitate or conceal improper payments.

The Code of Conduct is published in the intranet and on the homepage of the Company.

The management informs the employees about the first publication and about future updates and their contents.

Training on this policy forms part of the induction process for all new employees and other workers. All employees will receive an induction on this Code of Conduct.

Integrity is at the heart of all the Company’s actions. This Code of Conduct defines what integrity means for the Company’s business. This document cannot answer every question on what is correct and what has to be avoided. If an employee or a business partner is not sure what the right thing to so in a specific case, he can address his questions to the management or the or the trusted third parties appointed by management.