U Ming Marine Transport : Procedures Governing the Handling of Material Inside Information

Procedures Governing the Handling of Material Inside Information of

U-Ming Marine Transport Corporation

Formulated by the board meeting on December 24, 2009

Chapter 1 General provisions

Article 1 (Purpose of these operating procedures)

These operating procedures were formulated to establish a sound handling and disclosure mechanism for material inside information and prevent inappropriate information leaks as well as guarantee the consistency and accuracy of corporate information released to the general public.

Article 2 (The handling of material inside information shall be based on relevant decrees and the operating procedures stated herein)

The handling and disclosure of material inside information by the Corporation shall be based on relevant laws, orders, and regulations of the Taiwan Stock Exchange as well as the operating procedures stated herein.

Article 3 (Application scope)

These procedures shall apply to board directors, supervisors, managers, and all hired staff and other persons who acquire material inside information of the Corporation due to their status, occupation, or control relationships.

The Corporation shall ensure compliance with the regulations set forth in these operating procedures by these parties.

Article 4 (Definition of material inside information)

The term "material inside information" as used in these operating procedures shall refer to material news or information as defined in the Securities and Exchange Act and relevant laws, orders as well as rules and regulations of the Taiwan Stock Exchange

Article 5 (Designated unit in charge of the handling of material inside information)

The team in charge of the handling of material inside information shall be comprised of one to two members designated by the Accounting Division, Finance Division, and the Secretariat. The Accounting Division acts as the convener. The team has the following authorities and responsibilities:

1. Amendment of these operating procedures.
2. Consultation, reviews, and provision of recommendations with regard to the handling of material inside information and these operating procedures.
3. Handling of reports on leaks of material inside information and formulation of measures for dealing with leaks.
4. Design of a system for the preservation of all documents, files, and, electronic records pertaining to these operating procedures.
5. Other services related to these operating procedures.

Chapter 2 Confidentiality procedures pertaining to material inside information

Article 6 (Confidentiality firewall operations - Personnel)

The board directors, supervisors, managers, and all hired staff shall exercise the due

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care and fiduciary duty of a good administrator in the performance duties in accordance with principles of honesty and credibility.

Board directors, supervisors, managers, and all hired staff who have acquired material inside information shall not divulge such acquired information to others. They shall also refrain from buying or selling stocks of this Corporation or other negotiable securities with stock rights before said material inside information is made public or within a fixed period upon publication as set forth in relevant decrees.

Board directors, supervisors, managers, and all hired staff shall not inquire about or collect non-public material inside information of this Corporation which is not related to their individual duties and responsibilities from persons in possession of such information. Non-public information acquired for reasons other than the performance of duties shall not be divulged to others.

Article 7 (Confidentiality firewall operations - Handling of files and documents)

When files and documents containing material inside information of the Corporation are transmitted in written form, they shall be protected in an appropriate manner. If they are transmitted by e-mail or other electronic means, appropriate security technologies such as encryption or electronic signatures shall be adopted.

Files and documents containing material inside information of the Corporation shall be stored in a secure location.

Article 8 (Operation of confidentiality firewalls)

The Corporation shall ensure the establishment of firewalls as specified in the preceding two articles and adopt the following measures:

1. Adoption of appropriate control measures and regular testing of firewalls
2. Enhancement of safekeeping and confidentiality measures pertaining to documents and files containing material inside information

Article 9 (Confidentiality obligations of external organizations and personnel)

External organizations and personnel that are involved in corporate operations of this Corporation including mergers or acquisitions, important memoranda, strategic alliances or other major business cooperation plans, or the signing of major contracts shall be required to sign a confidentiality agreement and shall refrain from divulging acquired material inside information to others.

Chapter 3 Handling procedures for the disclosure of material inside information

Article 10 (Principles of disclosure of material inside information)

The Corporation shall uphold the following principles in the external disclosure of material inside information:

1. Information shall be disclosed in an accurate, complete and real-time manner.
2. The disclosed information shall be based on a sound foundation.
3. Information shall be disclosed in a fair manner.

Article 11 (Implementation of a spokesperson system)

The disclosure of material inside information of the Corporation shall be handled by a spokesperson designated by the Corporation or a deputy spokesperson acting on his/her behalf in a specified sequential order unless prescribed otherwise in relevant

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laws or orders. The disclosure may be made directly by the chairman or GM of the Corporation if deemed necessary.

The contents of the disclosure made by the spokesperson and the deputy spokesperson shall be confined to the scope authorized by the Corporation. External disclosure of material inside information requires prior authorization.

Article 12 (Material inside information disclosure records)

Records containing the following information shall be created and preserved if material inside information is disclosed externally:

1. Involved personnel, date, and time of disclosure
2. Disclosure methods
3. Disclosed contents
4. Submitted written information
5. Other relevant data

Article 13 (Response to false media reports)

If the content of media reports is not consistent with the disclosed contents, the Accounting Division may issue a clarification on the Market Observation Post System or request a corrective report by said media based on actual circumstances.

Chapter 4 Handling of irregularities

Article 14 (Reporting of irregularities)

In case of leaks of acquired material inside information board directors, supervisors, managers, and all hired staff shall notify the Accounting Division in a prompt manner

Upon receipt of such notifications, the Accounting Division shall call upon the team in charge of the handling of material inside information to formulate corresponding measures. Relevant departments may be invited to participate in the discussion of said measures if deemed necessary. A record of the final results of the adopted measures shall be created for future reference. The Auditing Division shall perform audits as required by their duties and responsibilities.

Article 15 (Handling of infractions)

In the event that Corporation personnel disclose material inside information to outside parties without authorization or violate the regulations set forth in these operating procedures or other relevant decrees, the Corporation shall investigate involved personnel and take appropriate legal action.

In case of damage to the property and interests of the Corporation due to leaks of material inside information of the Corporation by external personnel, the Corporation shall investigate the legal responsibility via appropriate channels.

Chapter 5 Internal control operations and education

Article 16 (Internal control mechanism)

These operating procedures shall be incorporated into the internal control mechanism of this Corporation. The Auditing Division shall assess the status of compliance on a regular basis and compile relevant audit reports to ensure the full implementation of the handling procedures for material inside information.

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Article 17	(Education)
	The Accounting Division shall forward these operating procedures to the board
	directors, supervisors, managers, and all hired staff in written or other form to
	provide them with an understanding of the contents of these procedures.
	Chapter 6 Supplementary provisions
Article 18
	These operating procedures and all amendments hereof shall be implemented upon
	ratification by the board of directors.

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