Code of Conduct for Suppliers

Introduction.Merit is strongly committed to conducting its business in a lawful and ethical manner, including engaging with suppliers that are committed to the same principles. Merit suppliers are viewed as an extension of Merit, and therefore are expected to adhere to similar guidelines for ethical business practices. We require suppliers in our manufacturing supply chain to comply with our Supplier Code of Conduct (“Supplier Code”), which is detailed below. Merit also expects its suppliers to hold their suppliers and subcontractors to the standards and practices covered by our Supplier Code. Our products must be manufactured in a manner that meets or exceeds the expectations of Merit and our customers as reflected in our Supplier Code.

Here are some of the key areas we focus on:

• Prevention of child labor, forced labor or other forms of human trafficking
• 工人的公平和道德待遇，包括非歧视
• Providing workers with a safe and healthy work environment
• Prevention of bribery and corruption in the supply chain

To ensure that our supplier standards incorporate best-in-class practices, we are continually improving our program. Merit monitors all of its suppliers. Assessments of suppliers, audits and findings are reviewed by the appropriate senior leadership and corrective action plans are implemented as needed.

Merit可以与任何违反供应商代码的供应商终止其关系，或者不与我们的评估或审计合作。

Specific Principles

Guiding Principles.我们的供应商的业务和劳动惯例必须符合所有适用的法律，以及本供应商代码的要求和原则。即使此供应商代码超出适用法律要求，供应商也必须遵守本供应商代码的标准。Merit鼓励其供应商不断改进其劳动标准，商业道德和对员工健康，安全和环境的承诺。

Child Labor.Merit will not tolerate the use of child labor. Our suppliers must engage workers whose age is the greater of: (i) 15, (ii) the age of completion of compulsory education, or (iii) the minimum age to work in the country where work is performed. Furthermore, workers under the age of 18 must not perform hazardous work. Merit supports the development of legitimate workplace apprenticeship programs that comply with applicable laws and this Supplier Code.

Involuntary Labor, Human Trafficking, and Slavery.欧r suppliers must not use forced labor – slave, prison, indentured, bonded, or otherwise. Our suppliers must not traffic workers or in any other way exploit workers by means of threat, force, coercion, abduction, or fraud. Working must be voluntary, and workers must be free to leave work and terminate their employment or other work status with reasonable notice. Our suppliers must bear or reimburse to their workers the cost of all excessive recruiting, hiring, or other similar fees charged to workers, and all fees and expenses charged to workers must be disclosed to Merit and such workers in advance. Our suppliers must not require workers to surrender government-issued identification, passports, or work permits as a condition of working, and our suppliers may only temporarily hold onto such documents to the extent reasonably necessary to complete legitimate administrative and immigration processing.

Safety and Health.我们的供应商应提供安全健康的工作场所环境，并采取有效的措施，以防止潜在的事故和雇员健康造成潜在的事故，从而尽量减少，以及与员工和工作场所固有的危害合作。所有供应商员工将在与公司的就业期间收到安全和工作的指示。供应商员工应有清洁卫生设施和饮用水。

工资和福利。欧r suppliers must pay their workers in a timely manner and provide compensation (including overtime pay and benefits) that, at a minimum, satisfy applicable laws. Suppliers must provide to their workers the basis on which workers are being paid in a timely manner via pay stub or similar documentation. Deductions from wages as a disciplinary measure are not permitted.

工作时间。Except in unusual or emergency situations, (i) suppliers must not require a worker to work more than 60 hours per week, including overtime, and (ii) each worker must be entitled to at least one day off for every seven-day work period. In all circumstances, working hours must not exceed the maximum amount permitted by law.

Anti-discrimination.Conditions of working must be based on an individual’s ability to do the job, not on personal characteristics or beliefs. Our suppliers must not discriminate on the basis of race, color, national origin, gender, sexual orientation, religion, disability, age, political opinion, pregnancy, marital or family status, or similar factors in hiring and working practices such as job applications, promotions, job assignments, training, wages, benefits, and termination. To the extent that medical testing of workers or applicants is performed, Suppliers will only use such tests for legitimate reasons and never as a basis for unfair discrimination.

Fair Treatment.All workers must be treated with respect and dignity. Our suppliers must not engage in or permit physical, verbal, or psychological abuse or coercion, including threats of violence, sexual harassment, or unreasonable restrictions on entering or exiting work and residential facilities. Workers must be free to voice their concerns to Merit or its auditors, and allowed to participate in the Merit audit process, without fear of retaliation by supplier management.

Immigration Compliance.欧r suppliers may only engage workers who have a legal right to work. If suppliers engage foreign or migrant workers, such workers must be engaged in full compliance with the immigration and labor laws of the host country.

结社自由。我们的供应商必须尊重工人的权利，建立并加入自己选择的法律组织。工人不能受到惩罚或受到骚扰或恐吓，以骚扰或恐吓他们加入或避免加入这些法人组织的非暴力行使。

道德行为

No Bribery.无论是否在与各国政府或私营部门的交易中，我们的供应商都不得提供或接受贿赂或其他对任何人获得过度或不当优势的方式。我们的供应商不得诱导员工违反我们的商业行为准则和界面的道德：//www.narrowshealth.com/wp-content/uploads/2015/04/CodeofBusinessConductandEthicsFINAL.pdf

反腐败。Suppliers must comply with applicable anti-corruption laws, including but not limited to the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and not offer anything of value, either directly or indirectly, to government officials in order to obtain or retain business. Suppliers must not make illegal payments to government officials themselves or through a third party. Suppliers who are conducting business with the government officials of any country must follow Merit’s guidance on the law governing payments and gifts to governmental officials.

告密者保护。Suppliers must protect worker whistleblower confidentiality and prohibit retaliation against workers who report workplace grievances. Suppliers must create a mechanism for workers to submit their grievances anonymously.

Environment.Merit is conscious and protective of the environment in all aspects of its business dealings, and expects all suppliers to be mindful of the environment and seek to minimize environmental impacts wherever possible. Merit expects all suppliers to provide accurate, timely responses to requests for materials information to support Merit’s compliance with domestic and international regulations.

Environmental Permits and Recordkeeping.Suppliers must obtain and keep current all required environmental permits, approvals, and registrations and follow applicable operational and reporting requirements.

Effective Management and Disposal of Hazardous Substances.Suppliers must effectively identify and manage the safe handling, movement, storage, and disposal of chemicals and other substances that pose a threat to the environment, including providing workers with appropriate training on the safe-handling and disposal of hazardous substances. Suppliers must also monitor and control wastewater or solid waste generated from operations before disposing in accordance with applicable laws. In addition, suppliers must characterize, monitor, control, and treat regulated air emissions before discharging in accordance with applicable laws.

Continual Improvement.Merit encourages its suppliers to continually improve and reduce waste. Merit welcomes suggestions and feedback from its suppliers to improve Merit’s own operations and processes.

冲突矿物。致力致力于避免使用在刚果民主共和国的冲突或毗邻美国和欧盟法律法规的矿物质。See://www.narrowshealth.com/about/conflict-minerals-policy/We expect suppliers to support our effort to identify the origin of designated minerals used in our products, and avoid the use of conflict minerals in their materials, components and products supplied to Merit.

Corrective Action.Suppliers’ compliance with this Supplier Code is subject to Merit’s periodic review, including assessments and audits. Suppliers must provide prompt access to their facilities and workers during any audit. We require suppliers to promptly provide a detailed remediation plan and take corrective actions for deviations from this Supplier Code, and Merit will track suppliers’ remediation efforts. Merit may (without liability) terminate its relationships with any supplier found to be in violation of this Supplier Code.

供应商代码上次更新：2018年4月