The Board of Directors (the “Board”) of WANHO (the “Company”) has adopted the following Code of Business Conduct and Ethics (the “Code”) for directors, officers, and employees (“representatives”) of the Company.  This Code is intended to focus the Board and each representative on areas of ethical and legal risk, provide guidance to representatives to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability.  Each representative must comply with the letter and spirit of this Code.

        No code or policy can anticipate every situation that may arise.  Accordingly, this Code is intended to serve as a source of guiding principles for representatives.  Representatives are encouraged to bring questions about particular circumstances that may involve one or more of the provisions of this Code to the attention of the Chairman of the Board of Directors, the Chair of the Nominating and Governance Committee or the Regulatory Compliance Director (CodeOfConduct@wanho.com), each of whom may consult with inside or outside legal counsel as appropriate.

        Representatives who also serve as officers of the Company should read this Code in conjunction with the Company’s Policy Letters and Directives governing the business conduct of Company employees.

        As used herein, the term “director” includes an entity where such director (or member of his or her immediate family) serves as an executive officer:


1.    Conflict of Interest


        Representatives must avoid any conflicts of interest between the representative and the Company.  Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company should be disclosed promptly to the Chairman of the Board of Directors, the Chair of the Nominating and Governance Committee or the Presiding Director.

        New York Stock Exchange Rule 303A(2)(b) defines “immediate family” to include a person’s spouse, parents, children, siblings, mothers-in-law and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than employees) who shares such person’s home.

        A “conflict of interest” can occur when a representative’s personal interest is adverse to - or may appear to be adverse to - the interests of the Company as a whole.  Conflicts of interest also arise when a representative, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a representative of the Company.

        This Code does not attempt to describe all possible conflicts of interest that could develop.  Some of the more common conflicts from which representatives must refrain, however, are set out below.


       •  Relationship of Company with third-parties.  Representatives may not engage in any conduct or activities that are inconsistent with the Company’s best interests or that disrupt or impair the Company’s relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.

       •  Gifts.  Representatives and members of  their families may not accept gifts from persons or entities who deal with the Company in those cases where any such gift has more than a nominal value or where acceptance of the gifts could create the appearance of a conflict of interest.

       •  Personal use of Company assets.  Representatives may not use Company assets, labor or information for personal use unless approved by the Chairman of the Board of Directors, the Chair of the Nominating and Governance Committee or as part of an approved compensation or expense reimbursement program.


2.    Corporate Opportunities


        Representatives are prohibited from: (a) taking for themselves personally opportunities related to the Company’s business; (b) using the Company’s property, information, or position for personal gain; or (c) competing with the Company for business opportunities, provided, however, if the Company’s disinterested directors determine that the Company will not pursue an opportunity that relates to the Company’s business, a director may do so.


3.    Confidentiality


        Representatives should maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company that comes to them, from whatever source, in their capacity as a representative, except when disclosure is authorized or legally mandated.  For purposes of this Code, “confidential information” includes all non­-public information relating to the Company


4.    Compliance with Laws


        Representatives shall comply, and satisfy themselves that appropriate policies and procedures are in place for compliance by employees, officers and other directors, with laws, rules and regulations applicable to the Company, including insider trading laws.  The following section describes the Company’s policy with respect to key legal risk areas.


        A.  Anti-Corruption

        The Company prohibits all forms of bribery, corruption, or other illegal conduct.  It is a violation of this Code for any representative to make, offer, either directly or indirectly (i.e., through a third party like a consultant, supplier, or agent) anything of value to any person in order to corruptly influence that person to take any action, or refrain from taking any action, to secure a business advantage for the Company.  In addition, the Company requires all representatives to abide by all anti-corruption laws applicable to its business, including the U.S. Foreign Corrupt Practices Act of 1977.  Violations of Company policies and applicable laws relating to these requirements shall result in disciplinary action, including termination.

        The Company has implemented policies and procedures to ensure that we avoid even the appearance of corrupt conduct or impropriety.  For more information, please see the Company’s Anti-Corruption policy.  This policy applies to any activities that relate to the Company’s business, including interactions with actual or potential customers, suppliers and vendors, business entertainment, charitable contributions, government licenses, permits, and other approvals, inspections, or audits.


        B.  Anti-Money Laundering

        The Company prohibits all forms of money laundering, the process by which a person conceals the existence, nature or source of the proceeds of illegal activity and disguises them to appear legitimate.  Money laundering is a common corollary to the financing of terrorism, corruption, sanctions evasion, and drug trafficking as well as fiscal law violations such as violations of tax, currency controls, and customs laws.  In many countries, it is a crime to engage in a financial transaction with knowledge that the funds involved are the proceeds of illegal activity.  Knowledge can be based on willful blindness – failure to inquire when faced with red flags that should have raised suspicion.  Governments also have imposed regulatory or administrative requirements to prevent and detect money laundering and enable forfeiture or confiscation actions against funds involved in, or traceable to, money laundering.  The Company will abide by all such applicable laws.


        C.  Conflicts of Interest

        Representatives must base business decisions and actions on the best interest of the Company.  Accordingly, Company policy prohibits conflicts of interest.  A conflict of interest occurs when an individual’s personal interest interferes in any way—or even appears to interfere—with the interests of the Company as a whole.  A conflict situation can arise when a representative or a member of his or her family takes actions or has interests that may make it if difficult to perform his or her Company work objectively and effectively.  Conflicts of interest also arise when a representative or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.  Such conflicts of interest can undermine our business judgment and our responsibility to the Company and threaten the Company’s business and reputation.  Accordingly, all apparent, potential, and actual conflicts of interest should be scrupulously avoided.

         Though it is not possible to list every activity or situation that might raise a conflict of interest issue(s), the list below is included to help you recognize some of the more significant ones:


       •  Loans.  Providing loans to, or guarantees of obligations of, Employees or their family members.  Such activity will not be allowed without the prior written approval of the Corporate Legal Department, and if appropriate, the Board of Directors or a committee of the Board.  The Company will not extend, maintain or arrange for any personal loan to or for any director or executive officer (or the equivalent thereof).

       •  Outside Activity.  Engaging in any outside activity that materially detracts from or interferes with the performance by an Employee of his or her services to the Company.

       •  Outside Employment.  Serving as a director, representative, employee, partner, consultant or agent of, or providing services to, an enterprise that is a supplier, customer or competitor of the Company.


       •  Personal Interests.  Having a direct or indirect personal interest in a transaction involving the Company.


       •  Personal Investments.  Directly or indirectly, owning a material amount of stock in, being a creditor of, or having another financial interest in a supplier, customer or competitor.


        All potential and actual conflicts of interest or material transactions or relationships that reasonably could be expected to give rise to such a conflict or the appearance of such a conflict must be promptly communicated to the Regulatory Compliance Director  (CodeOfConduct@wanho.com).  Representatives should take care to report conflicts to a person who they believe is not involved in the matter giving rise to the conflict.  Any representative who has a doubt about whether a conflict of interest exists after consulting this provision of the Code, should contact [the Corporate Legal Department], for assistance in making that determination.


      D.  Data Privacy

      The Company respects, and is committed to, the private nature of personally identifiable information.  Representatives must strictly comply with all applicable data privacy laws and regulations, including, but not limited to, the [European General Data Protection Regulations], and other contractual requirements when processing personally identifiable information of other representatives and of anyone with whom we conduct business, including, but not limited to, suppliers, customers, consumers, and employees. 


        E.  Fair Dealing

        The Company’s success depends on building productive relationships with one another and third parties based on honesty, integrity, ethical behavior and mutual trust.  Every representative should endeavor to deal fairly with each of our customers, suppliers, competitors and other representatives.  No representative should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practices.


        F.  Insider Trading

        Transactions in Company securities are governed by the Company’s policies with respect to trading such securities and transactions in Company securities should be reviewed in advance with the Secretary’s Office.


       G.  International Trade

       The Company must comply with all applicable economic and financial sanctions, customs and export control regulations, anti-boycott measures, and other applicable laws and regulations that impact international trade (collectively, “International Trade Laws”).  For a more detailed description regarding our International Trade Law compliance policies and guidelines, please see the Company’s International Trade Policy. 

       Directors shall satisfy themselves that appropriate policies and procedures are in place for fair dealing by employees and officers with the Company’s customers, suppliers, competitors and employees.


       H. Protection and Proper Use of Assets

       Proper and efficient use of Company, supplier, customer and other third-party assets, such as electronic communication systems, information (proprietary or otherwise), material, facilities and equipment, as well as intangible assets, is each representative’s responsibility.  Representatives must not use such assets for personal profit for themselves or others.  In addition, representatives must act in a manner to protect such assets from loss, damage, misuse, theft, removal and waste.  Finally, representatives must ensure that such assets are used only for legitimate business purposes.


5.   Encouraging the reporting of any illegal or unethical behavior


       Directors should promote ethical behavior and take steps to ensure the Company: (a) encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation; (b) encourages employees to report violations of laws, rules or regulations.


6.   Compliance Procedures


       Any suspected violations of this Code should be reported promptly to the Regulatory Compliance Director (CodeOfConduct@wanho.com).  Violations will be investigated by the Board or by a person or persons designated by the Board and appropriate action will be taken in the event of any violations of the Code.  Any waiver of this Code occurring subsequent to its effective date may be made only by the Board of Directors or the Nominating and Governance Committee and any such waiver will be promptly posted to the Company’s public website.

       Any amendments to this Code will be promptly posted to the Company’s public website.