Compliance Activities and Policy

Preface

In the current changing global business environment, Clarion GB Ltd. has recognized the requirement of companies to maintain high ethical standards and an increased sense of social responsibility.

In recognizing these changing environments, in October 1997, Clarion GB Ltd., set up their “Corporate Philosophy” to be the cornerstone of the company management. In brief, the Philosophy requires that business activities of the company must always maintain good relationships with the various stakeholders of Clarion, such as customers, shareholders, business partners and employees. In addition, the Philosophy requires that Clarion establish a global Corporate Governance System.

This means that each individual employee shall not merely maintain public order, but must conduct him or herself with good faith, having our Corporate Philosophy in mind. Employees must also have a sincere sense of value and ethical standards required of him or her not only as a good member of Clarion, but also of society.

On July 1, 2003, Clarion GB Ltd., established a Compliance Program to put our “Corporate Philosophy”, which has been the basic concept for our activities for a long time, into practice. At the same time, Clarion established this Guiding Principles of Conducts and Behaviours (herein after called “the Principle”) as a means to describe and carry out the basic foundations for our responsibility to the society and corporate morals. The following document, Guiding Principles of Conduct and Behaviours, will apply to all employees of Clarion GB Limited.

(24th May 2004)

1. General Rules

1) Observance of the Social Criteria

We shall not only observe laws, rules and regulations, but also respect social criteria, and conduct ourselves with appropriate business sense.

An employee handbook and policies - as displayed on Achiever covering current legislation and guidelines.

2. Relationship with the Society

(1) Contribution to the Society

We shall, as members of a corporate citizenship, actively take part in activities to help better society and contribute to its well-being and improvement.

Contributions are and have been made to various charities throughout the year - and we encourage and support staff in their contributions to society.

(2) Observance of Business Related Laws, Rules and Regulations

We shall behave and observe local laws, rules and regulations related to our products and services.

(3) Observance of Laws and Regulations related to General and Political Contributions and Donations

We shall observe local laws and regulations, when making political and other contributions and donations to various organizations.

(4) Breaking off Relationships with Groups and Organizations with Anti-Social Beliefs and Activities

We shall deal with fortitude with groups and organizations whose beliefs and activities are hostile or disruptive to the established social order and avoid any relationship with them.

(5) Protection and Preservation of Environment

In order to maintain a sound relationship with the environment, we shall be aware of the importance of protection and preservation of nature at all time in corporate activities such as research, development, manufacturing, sale and disposal of our products. We shall engage in environmental-friendly manufacturing activities complying with related environmental treaties, laws and regulations.

We currently hold ISO14001 and ISO9001 certifications

Quality & Environmental Manual Management System Manual - as displayed on Achiever (QEMS1 - dated 07/10/03)

Environmental training delivered to all employees July 03

Company Business Plan - as displayed on Achiever (FY64 - dated 28/03/03)

3. Relationship with Customers, Business Partners and Competitors

(1) Sincere Dealing with Customers

We shall, at all times, be sincere in dealing with our customers and offer them excellent customer satisfaction and pleasure through superior products and services.

Sales Order Process - as displayed on Achiever (CGB:C4.100 - dated 02/09/03)

Objectives:

Customer feedback & order processing data

Customer complaints

Order amendment records & credit notes

Dispatch & delivery data

To work towards the attainment of customer satisfaction, environmental protection and continual improvement.

Company Business Plan - as displayed on Achiever (FY64 - dated 28/03/03)

OE & SOE Account Management - as displayed on Achiever (CGB:S4.04 - dated 09/06/03)

(2) Offering Compliant Products

We shall, at all times, be aware of the nature of our products and safety requirements related to them. We shall observe laws and regulations related to product safety standards and strive to always create safe products.

Legal Requirements - as displayed on Achiever - (CGB:E4.3.2 dated 10/07/03)

The objective of this procedure is to ensure the company's activities are carried out in accordance with sub-clause 4.3.2 of the ISO14001 standard.

(3) Observance of the Anti-Monopoly Law

We shall, under no circumstances, make breaches to Anti-Monopoly Laws through cartels, illegal conferences, forcing re-sale prices or abuses of a superior business position. We shall engage ourselves in fair and free trade competitions.

(4) Appropriate Dealings with Vendors and Observance of Laws Protecting Subcontractors

We shall, at all times, deal with our vendors openly and fairly with sensible and sincere manners.

Approved Suppliers List - as displayed on Achiever (ASL4 - dated 20/08/03)

(5) Avoiding Unfair Competition

We shall, under no circumstances, illegitimately or illegally obtain trade secrets from other companies nor shall we misappropriate legitimately learned trade secrets.

(6) Observance of Reasonable Limits to Entertainment and Presents

We shall not entertain or give presents to, nor receive entertainment or presents from customers or business partners beyond reasonable limits socially accepted.

This concurs with our existing policy

(7) Keeping Moderate Relationship with Public Service Personnel

We shall not entertain or give presents to government agents, public service personnel, officers or local public organizations either domestically or overseas where the law may prohibit this act.

(8) Verification of Appropriate Advertisements

We shall, at all times, use fair and proper expressions in advertisements, and verify, based on facts, the appropriateness of all advertisements.

Recruitment Policy in place (advertising with regards recruitment) - as displayed on Achiever (PP03-9 dated 12/05/04)

4. Relationship with Shareholders and Investors

(1) Disclosure of Management Information

We shall disclose management information on our operations and financial situations to shareholders and investors in an accurate and timely manner. We shall convey our Corporate Philosophy and Management Policies to them clearly and definitely. We shall listen to comments and criticisms against the information disclosed in a sincere manner.

(2) Prohibition of Insider Transactions

We shall make no transactions of securities based on internal confidential information from ourselves, our affiliates or trading partners in the course of business activities, nor will we make transactions of securities of the related companies before such confidential information becomes publicly known, officially.

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