Sysgration Ltd.

Article 1 Purpose

These Measures were enacted to implement the Code of Conduct of the Company and the Ethical Management Guidelines. Channels are provided for employees and relevant whistle-blowers to report any illegal activities or violations of the Code of Conduct or Ethical Management Guidelines, to protect the legal rights of the whistle-blower and related persons, to address unreasonable situations that stem from violations of social responsibility, and to enhance labor relations.

Article 2 Applicable Scope and Persons

Applicable Scope: These Measures apply to Sysgration Ltd. and its affiliated companies and subsidiaries.

Applicable Persons: These Measures apply to all employees, suppliers, customers or other relevant personnel who file whistle-blowing cases when identifying any of the following situations.

• Violations of the Ethical Management Guidelines and Sustainable Development Best Practice Principles.
• Violations of the Code of Conduct of the company.
• Any illegal infringements in the workplace including but not limited to cases of discrimination, sexual harassment and other types of harassment in any forms.
• Any current management regulations, system or work and business which damage the legal rights of any person.

Article 3 Handling Units

• Spokesperson and deputy spokesperson: Shall receive and handle whistle-blowing cases raised by shareholders and investors of the Company.
• Strategic procurement Unit: Shall receive and handle whistle-blowing cases raised by suppliers of the Company.
• Sales department: Shall receive and handle whistle-blowing cases raised by customers of the Company.
• Human resources department: Shall receive and handle whistle-blowing cases raised by employees and other stakeholders of the Company.

Article 4 Delegation of Authorities

• The "Record form of whistle- blowing events" shall signed by whistle-blower. In case of anonymous whistle- blowing events, the heads of handling unit or relevant units are responsible for acceptance of the event.
• The heads of handling unit or relevant investigating units are responsible for approval of the "Reply Form for Whistle-blowing Event"
• III. These Measures and any amendments hereto, shall be implemented after approval by General Manager of the Company.

Article 5 Contents

• Reporting Channels

  Independent reporting channels managed by dedicated persons are established for employees, clients, Sysgration's suppliers, shareholders, investors and other stakeholders to report illegal activities, and violations of human rights, the Code of Conduct, or Ethical Management Guidelines. Email addresses for whistle- blowing cases are listed below:

  Applicable Scope	Whistle-blowing email and channels
  Shareholders & investors	Tel：(02) 2790-0088 Email：sys5309@sysgration.com
  suppliers	Tel：(02) 2790-0088 #2020 Email：scm@sysgration.com
  clients	Tel：(02) 2790-0088 Email：sales@sysgration.com
  employees & other stakeholders	Tel：(02) 2790-0088 #1830 Email：opinion@sysgration.com

• Handling Procedures

  • The whistle-blower shall submit the "Record Form of Whistle-blowing Event" through units and channels as stipulated in Articles 3 and Article 5 of these Measures and the form shall be submitted in writing or orally in person or by a deputy person. This shall include the fact and sufficient information of the alleged behavior or events specified in Article 2 and required by the investigation (including the names of related individuals, units, date and description of the event). Whistle-blowers may choose to remain anonymous, but we suggest providing names to facilitate communications and investigation.

  • Whistle-blowing cases involving directors of the board or senior executives shall be reported to the Audit Committee. When the upper level of the handling units of the whistle-blowing case is involved as a related party, or to avoid any conflicts of interest, the further escalated level or non-interested parties shall be specially appointed immediately.

  • If the whistle-blowing is raised orally, the whistle-blowing handling unit shall fill out the "Record Form of Whistle-blowing Event" for its record and read it clearly to the whistle-blower or provide the record form to the whistle-blower for their review. With their confirmation of the content without any issues, the record form shall be signed or kept in e-mail form by the whistle-blower. If the whistle-blowing is raised anonymously, the record form shall be filled out and kept by the whistle-blowing handling unit.

  • The whistle-blowing case shall be closed within one month and may be extended for one month if necessary. For the conclusion of the case, the whistle-blower shall be replied to through the "Reply Form for Whistle-blowing Event", unless the whistle-blower does not provide any contact information nor respond. If the whistle-blower is not satisfied with the resolution, he or she may fill out the “Record Form of Whistle-blowing Event” within 10 days from the date of receiving the reply and provide new reasons and new evidence with facts. It shall then be handled by another handling unit rather than the first handling unit and be appointed by the General Manager of the Company. Any application for reconsideration is limited to one time.

  • For any whistle-blowing case confirmed by a resolution, the Company will handle it in accordance with laws and related disciplinary regulations of the Company, or make claims for legal liability. However, before making any disciplinary decisions, the Company shall provide the opportunity of explanation or appeal to the opposite party of the case in order to protect his or her rights. Per the investigation, if any material violation is identified or is likely to cause serious damage to the Company, the handling unit shall report the case to the Audit Committee.

  • In cases that the handling unit does not handle the whistle-blowing case without a proper reason or if the supervisor of the alleged person was aware of but did not take required actions for the illegal or unethical behavior before the whistle-blowing case was raised, it shall be handled in accordance with the laws or local disciplinary regulations of the Company.

  • The whistle-blowing handling unit may not accept any whistle-blowing cases which apply to the following conditions. Such cases shall still have records maintained for future investigation:

    1. The whistle-blower does not fill in or complete the procedures specified in Article 5.II A and 5.II D.
    2. The whistle-blower does not provide the information required in this measure or obviously raises cases for malicious reasons or with falsehoods
    3. The whistle-blowing case is not in compliance with Article 2- applicable scope and persons
    4. The person undertaking the whistle-blowing case does not belong to Article 3-Handling Units
    5. The same case which has already been confirmed but is not applicable to this measure or has been closed by a resolution, unless the whistle- blower can provide new evidence proving that it is necessary to reinvestigate the case
    6. An anonymous whistle-blower, who has no specific content or cannot provide information for evidence, and who has no response after contacting
    7. The whistle-blower does not provide contact information, and does not respond after contacting
    8. The same whistle-blowing case by the whistle-blower has been reported to other channels of the company and has been reviewed

• Avoidance of Case Investigation

  1. If the person undertaking the whistle-blowing case has a second-degree kinship with the whistle-blower or the alleged person, a stake in the reported matter, or may cause the case to not be investigated and handled fairly, such person shall actively refuse the case. In addition, the whistle-blower or the alleged person has the right to ask such person to refuse the case.

  2. If the alleged person is a regional head, the General Manager shall appoint another suitable unit to handle the whistle-blowing case.

  3. If the alleged person is the head of the handling unit, the General Manager shall appoint another suitable unit to handle the whistle-blowing case.

• Confidentiality and Rewards

  1. The whistle-blower and related personnel responsible for handling the case shall not be disclosed to the public and shall also be responsible for confidentiality and preventing the whistle-blower from being treated unfairly, retaliated against or threatened. Violators shall be punished in accordance with the local disciplinary regulations. The whistle-blower and related personnel are obliged to accept inquiries, respond faithfully, and provide relevant information.

  2. The handling process, investigation process and resolution results of the whistle-blowing case with the related documents or files shall be maintained responsibly and confidentially for at least five years. Before the expiration of the conservation period, in case any related case arises, such records shall be kept until the end of the case.

  3. Any individual framing, deceiving, insulting others or disrupting intentionally shall be punished by the Company in accordance with relevant regulations.

  4. Any whistle-blowing case confirmed by a resolution to have made a significant contribution or resulted in financial effectiveness, the whistle-blower will be rewarded appropriately in accordance with local disciplinary regulations.