CODE OF BUSINESS ETHICS AND CONDUCT
1.
Introduction
1.1.
This Code of Business Ethics and Conduct (the “Code”) commits Onetech Group Limited, together with its subsidiaries and affiliated companies (collectively referred to as the “Group”), to upholding ethical standards.
1.2.
It is the Group’s belief that trust is built through consistently making ethical choices, not just occasionally, but always. As the world evolves and grows more complex, this fundamental principle remains as crucial as ever.
1.3.
The Group upholds the highest standards of personal and professional conduct in all that the Group does. Ethics and integrity are at the heart of the Group’s identity, which is why every member of the Group is committed to this standard of excellence.
1.4.
The Code outlines the responsibilities that Group professionals have toward each other, the Group’s clients, and the broader public. It reflects how the Group’s values and purpose shape the Group’s aspirations and guide the Group’s actions, defining what it means to be part of this Group and the responsibilities the Group shares on an individual level and as a collective.
1.5.
The Group is committed to providing a work environment that is free of any form of sexual, physical, or non-physical harassment and to ensuring that each one of its members is treated with fairness and dignity. Accordingly, any discriminatory practice based on race, color, sexual orientation, age, religion, ethnic or national origin, disability or any other unlawful basis will not be tolerated.
1.6.
This Code applies to all directors, managers, and employees of the Group worldwide (the “Employees”). Although this Code does not cover every issue that may arise, it is intended to establish guidelines to which the Group can refer in situations where the proper course of conduct may not seem clear, offering mechanisms for Employees to report unethical conduct, and foster among co-workers a culture of high principles, honesty, and accountability. Dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether such conduct is specifically referenced herein.
2.
Implementation
2.1.
The Group’s Directors (the “Directors”) are ultimately responsible for the implementation of the Code.
2.2.
Employees should feel free to direct questions to the Legal Department / Group Legal Director. In addition, Employees who observe, learn of, or in good faith suspect a violation of this Code must immediately report the matter to the Legal Department / Group Legal Director or another member of the Group’s senior management. Employees who report violations or suspected violations in good faith will not be subject to retaliation of any kind.
2.3.
Reported violations will be investigated and addressed promptly and will be treated confidentially to the fullest extent possible.
2.4.
All Employees will receive a copy of the Code and will be asked to certify that they have read, understood and will comply with this Code of Business Ethics and Conduct and related policy statements.
2.5.
A violation of the Code of Conduct may result in disciplinary action, including termination of employment and any other legal remedies which may be applicable at the time.
3.
Lawful Practices
3.1.
The Group must comply with all applicable local, state, federal, national, and international laws and regulations governing the Group’s business. Employees must also refrain from any illegal activity or misconduct of any kind. If an Employee is unsure whether a particular law applies or how it should be interpreted, they should consult the Legal Department / Group Legal Director.
3.2.
A wide range of laws applies to the Group’s operations some of which carry criminal penalties. These include but are not limited to banking regulations, securities laws, and state laws governing the duties of the directors and officers. Examples of criminal violations include:
(a)
theft, embezzlement, or misappropriation of corporate or bank funds;
(b)
using threats, physical force or other unauthorized means to collect money;
(c)
making a payment on behalf of the Group for a stated purpose when the recipient intends to use it for a different purpose; and
(d)
providing cash or other items of value-whether from corporate or personal funds-to influence the decisions of political candidates, government officials, or businesses in connection with the Group’s activities.
3.3.
All Employees must adhere to the principles and procedures outlined in the Group’s Anti-Bribery and Corruption Policy. In the event of any inconsistency between this Code and the Anti-Bribery and Corruption Policy, the latter shall prevail.
3.4.
The Group will report all suspected criminal violations to the appropriate authorities for possible prosecution. It will also investigate and address non-criminal violations as necessary.
4.
Accuracy of Group Records
4.1.
The Group’s records must be accurate at all times and under all circumstances. The books, records, files, and statements of the Group must fully and faithfully reflect each of the Group’s assets and liabilities, as well as of its operations, transactions and any other items related to its business, without omission or concealment of any kind. All records must comply with applicable standards and regulations. Employees have a duty to report to their manager/directors any suspected false or misleading statements, documents or records made by any Employees or managers/directors in the Group. All such reports will be directed to the Legal Department / Group Legal Director. All reports will be treated with confidentiality.
5.
Gifts and Inducements
5.1.
This subject shall be primarily governed by Section II of Group’s “Anti-Bribery and Corruption Policy” but in general terms, relationships should be conducted ethically and within the law. Unlawful or unethical payments should be neither made nor received, directly, or indirectly regardless of the amount and gifts should not be given or accepted if they could influence a decision or be considered extravagant. Similarly, entertainment should not be extended or received if it could be seen as extravagant or unduly frequent and all spending on gifts should be properly authorized and recorded. No Employee or any member of their immediate family should accept gifts, entertainment, trips, discounts, loans, commissions or other favors from outside companies or individuals doing or seeking business with the Group. If in doubt whether the gift or entertainment is appropriate, the matter should be raised with management and/or the Legal Department / Group Legal Director. In general, gifts of material value either offered or received should be declared to the Group. The Group will not work with companies who offer or request excessive or improper inducements. All matters relating to gifts, hospitality and inducements shall be governed primarily by the Group’s Anti-Bribery and Corruption Policy.
6.
Conflict of Interest
6.1.
Employees have an obligation to inform their managers/directors of any business or financial interests that could be seen as conflicting or possibly conflicting with the performance of the Group duties. If the manager/director considers that such a conflict of interest exists or could exist, he/she is to take the steps that are warranted in the circumstances. Any behavior that deviates from this Code should be reported immediately to the Legal Department / Group Legal Director.
6.2.
A conflict may occur where an Employee or a family member receives a gift, a unique advantage, or an improper personal benefit as a result of the employee’s position at the Group. Employees must keep the foregoing general principle in mind in evaluating both their own
conduct and that of others and Employees are encouraged to consult the Legal Department / Group Legal Director in case of doubt in relation to the aforementioned events or any other event where the conflict of interests could be identified. Conflict of Interests may also occur in cases as:
(a)
Outside Activities & Employment: Any outside activity, should not significantly encroach on the time and attention Employees devote to their corporate duties, should not adversely affect the quality or quantity of their work, and should not make use of corporate equipment, facilities, or supplies, or imply (without the Group’s approval) the Group’s sponsorship or support. Employees are prohibited from taking part in any outside employment without the Group’s prior approval.
(b)
Civic and Political Activities & Employment: Employees are encouraged to participate in civic, charitable, or political activities so long as such participation does not encroach on the time and attention they are expected to devote to their Group-related duties. Such activities are to be conducted in a manner that does not involve the Group or its assets or facilities and does not create an appearance of Group involvement or endorsement.
(c)
Loans to Employees: The Group will not make loans or extend credit guarantees to or for the personal benefit of public officers, except as permitted by law. Loans or guarantees may be extended to Employees only with Group approval. Other provisions on this matter shall be found at the Group’s Anti-Bribery and Corruption Policy, which shall prevail in case of conflict with the present clause.
7.
Fair Commercial Practices
7.1.
The success of the Group is built on customer satisfaction and strong commercial trust. The Group expects its Employees and members to uphold the quality of the Group’s customer relationships by fostering business interactions grounded in integrity, fairness, and mutual respect. All communications with customers, suppliers, and collaborators must be clear, accurate, relevant and honest. Employees should take care to avoid statements that could be misinterpreted. No Employee may take an unfair advantage through manipulation, misrepresentation, undue pressure, fraud, misuse of confidential information or any other unethical conduct.
8.
Environmental Protection and Energy Conservation Policy
8.1.
All parties involved in Group’s operations and activities must adhere to the following general guidelines:
(a)
comply with all environmental protection rules and requirements;
(b)
reduce the consumption of electricity by switching off unnecessary lights, equipment, and machinery;
(c)
reduce the consumption of paper by double side printing, electronic archiving and reducing photocopying;
(d)
reduce the consumption of water by maximizing its use; and
(e)
reduce the waste production by proper segregation and disposal of office wastes.
9.
Responsible Use of Group’s Assets
9.1.
Employees are expected to use the property and the facilities of the Group responsibly and must not exploit them inappropriately. Assets, including information, materials, supplies, time, intellectual property, facilities, software, and other assets owned, leased or held by the Group, should be utilized solely for legitimate business activities. Personal use of these assets is not permitted unless explicitly approved by the Group.
10.
Confidential Information
10.1.
Employees must maintain the confidentiality of any information they obtain through their positions at the Group. This includes details related to customers, suppliers, competitors, and other Employees. Additionally, they must respect individuals’ privacy rights across all forms of communication, unless disclosure is authorized by the Group or is required by the relevant law.
10.2.
All financial information is strictly confidential, unless its release has been approved by the Group, or it has been publicly available in a periodic or special report for at least two business days. Officers and Employees who participate in the preparation of the Group’s financial statements must uphold honesty and integrity, ensuring compliance with the Code and avoiding any actual or perceived conflicts of interest.
11.
Mandatory Conduct & Review
11.1.
All Employees and representatives of the Group must always comply with this Code and any future policies governing business conduct and corporate practices. The Group’s actions and relationships should uphold the Group’s reputation both domestically and internationally, ensuring it remains untarnished.
11.2.
As such, officers, Employees and representatives have a moral responsibility to report any concerns that may arise to management or the Legal Department/Group Legal Director, including through the Group’s Whistleblowing Policy where applicable.
11.3.
This Code may be periodically revised to address emerging needs and issues that arise in the course of the Group’s business operations.