Whistle Blowing Policy
Ethical Leadership

Dear AltiGen Directors, Officers and employees:

AltiGen believes honesty and accountability are cornerstones of its business. AltiGen and its directors, officers and employees have a commitment to our customers, suppliers, communities, and stockholders to conduct our business in an ethical and legal manner.

AltiGen directors, officers and employees have a responsibility to be aware of, to understand, and to follow AltiGen's Code of Conduct.

Put simply, AltiGen's Code is this:

We will adhere at all times to the highest ethical standards and will comply with the laws and regulations of all countries where we do business. We believe that there is no inconsistency between business integrity, good corporate citizenship, and outstanding performance.

We are confident that you will join us in maintaining the standards set out in this Code.


Philip McDermott
Chief Financial Officer

Whistle Blowing Policy (Reporting Evidence of Wrongdoing)

INTRODUCTION
The Policy is intended to help employees who have major concerns over any wrongdoing within AltiGen Communications, Inc. to report unlawful conduct, financial mismanagement or dangers to the public or the environment. Specific examples could include:
- a criminal offence (e.g. fraud, corruption or theft) has been/is likely to be committed
- a miscarriage of justice has been/is likely to occur
- the health or safety of any individual has been/is likely to be endangered
- the environment has been/is likely to be damaged
- company funds are being used in an unauthorized manner
- sexual or physical abuse of any member of staff or service recipient is taking place
- discrimination is occurring to any member of staff or service recipient on grounds of sex, race or disability
- any other form of improper action or conduct is taking place
- information relating to any of the above is being deliberately concealed or attempts are being made to conceal the same.

AltiGen Communications, Inc. has provided this Policy so as to enable you to raise your concerns about such wrong doing(s) at an early stage and in the right way. AltiGen Communications, Inc. would rather that you raised the matter when it is just a concern rather than wait for concrete proof.
If something is troubling you, which you think we should know about or look into, please use this policy. If, however, you are aggrieved about your personal position, please use the Grievance Policy - which you can get from Human Resources. This Whistle blowing Policy is primarily for concerns where the interests of others or of the organization itself are at risk.
If in doubt - raise it!

B. AIMS OF THE WHISTLEBLOWING POLICY
The Policy aims to:
- encourage employees to feel confident in raising serious concerns and to question and act upon their concerns
- provide ways for employees to raise those concerns and get feedback on any action taken as a result
- ensure that employees get a response to their concerns and that they are aware of how to pursue them if they know what to do if they are not satisfied with any actions
- reassure employees that if they raise any concerns in good faith and reasonably believe them to be true, they will be protected from possible reprisals or victimization.

It is not intended to be used where other more appropriate procedures are available, for example:

- grievances - (see Grievance Procedure)
- harassment - (see Anti-Harassment Policy and Procedure)

C. WHO IS COVERED BY THE CODE?
All employees of the AltiGen Communications, Inc. This includes full-time, part-time and temporary staff. It also covers agency staff and staff affiliated with a third party. Any concerns relating to the third party, if relevant to the staff, can also be raised under this Policy.

Contractors working for the AltiGen Communications, Inc. may also use the provisions of this Policy to make AltiGen aware of any concerns that the contractor's staff may have with regard to any contractual or other arrangement with AltiGen Communications, Inc. The private concerns of the contractor relating to non-AltiGen business should be raised with the relevant contractor and/or other suitable agency/regulator - including the police, if appropriate.

If you are employed in, working with or assisting AltiGen Communications, Inc., the Whistle blowing Policy is being drafted for you because of the special relationship that exists.

D. WHAT ASSURANCE DO YOU GET?
If you do raise a concern under this Policy, you will not be at risk of losing your job or suffering any form of retribution as a result, provided that:
- the disclosure is made in good faith;
- you reasonably believe that information, and any allegations contained in it, are substantially true; and
- you are not acting for personal gain.

AltiGen Communications, Inc. will not tolerate the harassment or victimization of anyone raising a genuine concern. However, we recognize that you may nonetheless want to raise a concern in confidence under this Policy. If you ask us to protect your identity by keeping your confidence, we will not disclose it without your consent. If the situation arises where we are not able to resolve the concern without revealing your identity (for instance because your evidence is needed in court), we will discuss with you whether and how we can proceed.

Remember that if you do not tell us who you are, it will be much more difficult for us to look into the matter or to protect your position or to give you feedback. Accordingly, while we will consider anonymous reports, this policy is not well suited to concerns raised anonymously.

E. WHAT IS THE LEGAL BACKGROUND?
The Public Interest Disclosure Act 1998 (hereinafter referred to as 'the Whistleblowers Act') protects employees against detrimental treatment or dismissal as a result of any disclosure of normally confidential information in the interests of the public. The Act only covers protected disclosures under six categories, namely; crime, illegality, miscarriage of justice, damage to health and safety, damage to the environment, and 'cover-ups' about these issues.

To obtain protection employees must first disclose the information to the employer or to a body prescribed by the Secretary of State for the purposes of receiving such information.

AltiGen Communications, Inc. has introduced this Whistle blowing Policy and procedure in line with the Act. For further information regarding the Act contact your Human Resource Department or WSGR through the CFO.

F. HOW SHOULD AN EMPLOYEE RAISE A CONCERN?
As soon as you become reasonably concerned you should firstly raise the issue with your Line Manager (unless s/he is the potential transgressor, in which case write to the Human Resource Representative, the relevant CFO, the CEO or the Corporate Legal Counsel).
Concerns may be raised verbally or in writing. Employees who wish to make a written report should use the following format:

- the background and history of the concern (giving relevant dates)
- the reason why they are particularly concerned about the situation.

G. HOW WILL ALTIGEN RESPOND?
If the concern is raised verbally, the person receiving the information should put it in writing as soon as practicable to ensure that it properly reflects the concerns that have been raised. The employee must also indicate if the concern is to be treated in confidence. The limit of that confidence will be checked out by the person receiving the information. The relevant person and/or the Departmental Manager will also ensure that the CFO receives adequate details of the employee's concerns for the purpose of corporate recording and monitoring purposes.

Once you have told us of your concern, we will look into it to assess initially what action should be taken. This may involve an internal inquiry or a more formal investigation. We will tell you who may be handling the matter, how you can contact him/her and whether your further assistance may be needed. If you request it, we will write to you summarizing your concern(s) and setting out how we propose to handle it.

When you raise the concern you may be asked how you think the concern(s) might best be resolved. If you do have any personal interest in the matter, we do ask that you tell us at the outset. Should your concern fall within another policy (for example, the Grievance Policy), we will tell you.

While the purpose of this Policy is to enable us to investigate possible misconduct and take appropriate steps to deal with it, we will give you as much feedback as we properly can. If requested, we will confirm our response to you in writing. Please note, however, that we may not be able to tell you the precise action we take where this would infringe a duty of confidence owed by us to someone else.

Concerns or allegations which fall within the scope of specific procedures (for example child protection) will normally be referred for consideration under that relevant procedure. Some concerns may be resolved by agreed action without the need for investigation. If urgent action is required, this will be taken before any investigation is conducted.

Where appropriate, the matters raised may:
- be investigated by management, internal audit, or through the disciplinary process
- be referred to the police
- be referred to the external auditor
- form the subject of an independent inquiry.

Usually, within four weeks of a concern being raised, the person looking into the concern will write to you:

- acknowledging that the concern has been received
- indicating how AltiGen proposes to deal with the matter
- giving an estimate of how long it will take to provide a full response
- saying whether any initial enquiries have been made
- supplying information on support available to you; and
- saying whether further investigations will take place and if not, why not.

Subject to any legal constraints, the relevant employee will normally be informed of the final outcome of any investigation.

H. WHAT SAFEGUARDS ARE THERE FOR THE EMPLOYEE?
- AltiGen Communications, Inc. will not tolerate any harassment or victimization (including informal pressures) and will take appropriate action to protect those who raise a concern in good faith.

- Any investigation into allegations of potential misconduct will not influence or be influenced by any disciplinary or redundancy procedures already taking place concerning the employee.

- No action will be taken against anyone who makes an allegation in good faith, reasonably believing it to be true, even if the obligation is not subsequently confirmed by the investigation.

- Every effort will be made to ensure confidentiality as far as this is reasonably practical.

- Help will be provided to you in order to minimize any difficulties, which you may experience. This may include advice on giving evidence if needed. Meetings may, if necessary be arranged off-site with you and with you being represented, if you so wish.

I. HOW CAN A CONCERN BE TAKEN FURTHER?
If you are unsure whether to use this Policy or you want independent advice at any stage, you may contact

- if applicable, your relevant lawyer;
- other bodies prescribed by the Secretary of State;
- the EAP. Their lawyers can give you free confidential advice at any stage about how to raise a concern about serious misconduct at work.

This Policy is intended to provide an avenue within AltiGen Communications, Inc. to raise concerns. If an employee takes the matter outside of AltiGen, s/he should ensure that no disclose of confidential information takes place and should check with Human Resources or the CFO, if unsure, as the Public Interest Disclosure Act does not provide blanket protection and could leave employees vulnerable to disciplinary or other action, if they disclose confidential information in circumstances not covered by the Act.

An employee who is not satisfied with the action taken by AltiGen and feels it right to question the matter further, s/he may consider the following possible contact points:

- AltiGen's corporate attorney's office WSGR; if appropriate, through the CFO or CEO
- Internal Auditor Deloitte & Touché; if appropriate, through the CFO or CEO
- the Police and/ or Health and Safety Organization (OSHA).

CORPORATE RECORDING & MONITORING
Departments will ensure they have sufficient internal arrangements to address the requirements of the Policy and the CFO shall ensure that Departmental Managers are sufficiently trained and developed to implement this Policy.

The CFO will maintain a Corporate Register containing all concerns that are brought to his attention. All Departmental Officers or Managers allocated to look into the concern must ensure the Monitoring Officer is provided with sufficient details of the concerns for the Corporate Register.

The Monitoring Officer will review the Corporate Register and produce an annual report for the Chief Executive and any other relevant member / officer forum. The report will not mention any employees, only the concerns raised, the number of such concerns, from which department they related to, the post against which the concerns were related to (if not confidential) and flagging up any lessons arising from the same so as to ensure:

(a) that AltiGen and / or the relevant department does not repeat any concerns found against the same; and
(b) a consistency of treatment across the departments.

For the avoidance of doubt, the Corporate Register - along with any annual reports referred to above - will be available for inspection by Internal and External Audit, after removing any items that have been requested by the employees to remain confidential.

This Policy will be reviewed, prior to the start of each Calendar Year, by the Monitoring Officer and Human Resources so as to ensure the continuing effectiveness of the same.