1.WHO MUST COMPLY WITH THIS CODE OF CONDUCT? Everyone at all levels of Jiangsu Dongcheng M&E Co., Ltd. and its subsidiaries (“Dongcheng” or the “Company”) has an obligation to know and follow this Code of Conduct (the “Code”), including:
All employees and officers of Dongcheng and its Affiliates.
In addition to governing the conduct of employees, this Code governs conduct between employees and customers, competitors, and the numerous business providers (including suppliers, service providers, vendors, contractors, and agents) who assist Dongcheng every day. Because we want our business providers, customers, and investors to understand how we do business and what they can expect from us, this Code appears on the DCK’s website and is available to the public.
To reaffirm their commitment to Dongcheng’s corporate values, Dongcheng requires that all employees sign and acknowledge this Code of Conduct at least once every two years. If you are a manager or supervisor, you are responsible for leading by example and making sure your employees understand and comply with the Code.
2.CONFLICT OF INTEREST Employees are expected to remain loyal to Dongcheng and avoid conflicts of interest. Generally, a conflict of interest occurs when a personal or family interest interferes with your ability to perform your jobs effectively and objectively.
Any situation that might put you in such a position or create the appearance of bias should be avoided.
All conflicts of interest, including potential conflicts of interest, must be disclosed to your manager and the Corporate Legal Group at compliance@dck-tools.com. You must comply with this Code as well as any local conflict of interest policies that apply to your role, which may be more restrictive than this corporate policy.
Any outside employment, business ventures, or financial activities cannot interfere with the performance of your duties to Dongcheng.
In avoiding conflicts of interest, you must comply with the following principles:
Do not hold a financial interest in or accept employment from an entity doing business with Dongcheng if it would or could conflict with the performance of your duties at Dongcheng.
Do not take any business-related action for your personal benefit.
Do not use Dongcheng equipment and resources for personal use.
Protect Company assets as if they were your own.
Do not take for yourself any opportunities that are discovered or advanced through the use of your position with Dongcheng or any of Dongcheng’s property or information.
Do not facilitate a conflict with one of the Company’s suppliers, service providers, customers, or any government official, for example, by making a payment to an individual when you know the funds should go to his or her employer.
Dongcheng requires that you disclose, in writing, any personal, business, or other relationship that might constitute a conflict of interest or could potentially create a conflict of interest. In some cases, disclosure may be all that is required. In other cases, however, the facts may require additional action(s) to correct or avoid a conflict of interest. Some matters may require periodic monitoring by local management to ensure transactions remain at arm’s length. In all cases, however, you MUST disclose all actual and potential conflicts of interest.
Below we have listed certain activities and interests that present conflicts of interest or potential conflicts of interest that would have to be disclosed. This list is not exhaustive, and you must also disclose any other personal interests that may give rise to a conflict of interest. Because it is impossible to describe every possible conflict of interest, Dongcheng relies on your good judgment to seek advice when appropriate and to adhere to high ethical standards in the conduct of your professional and personal affairs.
– FINANCIAL CONFLICTS OF INTEREST
Having a financial or management interest (as an employee, officer, or director) in any customer, supplier, service provider, competitor, or any enterprise that you know or reasonably believe has or may have a business relationship with Dongcheng.
Engaging in business with, or as a customer, service provider, or supplier of, Dongcheng, other than in the ordinary course, as an employee or a public consumer.
Competing with Dongcheng.
Maintaining concurrent employment with Dongcheng and with any other organization.
– PERSONAL RELATIONSHIPS WITH PARTIES IN COMPANY-RELATED TRANSACTIONS
FAMILY MEMBERS: Members of your immediate family (your spouse, domestic partner, minor children) or, to your knowledge, your adult children, parents, or siblings are employed by Dongcheng, a customer, supplier, service provider, or competitor of Dongcheng. If you disclose this type of conflict of interest, you should also report any later change in the reported relationship that puts you in a greater position to influence or be influenced by your relative’s employment.
Arranging or facilitating any business transaction between any of your relatives and Dongcheng or between any of your relatives and any customer, supplier, service provider, or competitor of Dongcheng.
– GIFTS, FEES, OR OTHER PERSONAL BENEFITS
Accepting fees, commissions, or any other personal benefit (other than as permitted in the bullets below) from any person or business involved in any business with Dongcheng.
Accepting any of the following from a current or would-be customer, supplier, service provider, or competitor of Dongcheng: excessive entertainment, meals, gifts, discounts, services, transportation, or favors that: (i) obligate you or influence your decision-making in any way, regardless of value; or (ii) might create the appearance of undue influence, unfairness, or impropriety.
Offering or supplying entertainment, meals, transportation, gifts, or other favors to any person in a business relationship with Dongcheng, other than what is reasonable and appropriate for the individuals involved and the business at hand.
Soliciting or accepting money (or cash equivalents such as gift cards) for your personal benefit in any amount from a current or potential customer, supplier, service provider, or competitor of Dongcheng.
Accepting an offer to participate, through a special allocation of shares, or otherwise receiving terms or benefits not generally available to the public in an offering of securities of, or underwritten by, any current or prospective customer, supplier, service provider, or competitor of Dongcheng or a firm that provides or may provide investment banking, financial advisory, underwriting, or other similar services to Dongcheng or any other entity with which Dongcheng has a business relationship.
3.SAFETY Safety is one of our core values at Dongcheng and that includes providing a safe and secure work environment. Maintaining a safe working environment is of the utmost importance and is everyone’s responsibility.
YOUR RESPONSIBILITIES
All employees must familiarize themselves and comply with Dongcheng’s posted safety rules and directives.
Do not undertake work you are not qualified to perform.
Observe all safety rules and procedures when operating machinery and equipment.
Always wear Dongcheng-approved personal protective equipment (PPE) whenever required.
Immediately report workplace accidents, injuries, illnesses, and unsafe conditions to your supervisor to ensure prompt medical attention (if necessary), help prevent future incidents, and ensure timely regulatory reporting (if required).
Report all non-work-related injuries and illnesses that may affect the safe performance of your job prior to performing any work.
Communicate our safety and health requirements to anyone coming onto Dongcheng property, including visitors, customers, suppliers, service providers, workers, and contractors.
4.ANTI-BRIBERY AND ANTI-CORRUPTION The legal requirements of every country where Dongcheng does business prohibit improper payments to government officials. In addition, this Code prohibits Dongcheng employees and anyone acting on the Company’s behalf from offering, giving, accepting, or receiving a bribe to/from anyone. We have built a reputation as a company that operates ethically and honestly, and bribery and corruption have no place in our business. Bribery and corruption can cause irreparable harm to our good name, our business, and the communities where we do business.
Dongcheng employees may never offer, promise, or give anything of value that could appear to be a payment — something that might encourage or reward someone for a decision to retain or obtain business.
All Dongcheng employees required to complete anti-corruption training must become familiar with and comply with the Company’s Anti-Bribery and Anti-Corruption Policy, which provides more detail on the Company’s policies regarding anti-bribery and anti-corruption. Any questions regarding such policies should be directed to the Company’s Corporate Legal Group at compliance@dck-tools.com.
5.FRAUD, DISHONESTY, OR CRIMINAL CONDUCT Dongcheng does not permit fraud, dishonesty, or criminal conduct. We value ethics and integrity and will not tolerate fraud, dishonesty, or criminal conduct.
We place a great deal of trust and confidence in our employees. In return, we expect you to act ethically and honestly in everything you do. Any use of fraudulent or illegal tactics violates that trust and carries potentially severe consequences, including discipline, up to and including termination. Dongcheng will also cooperate with authorities to prosecute any act of fraud, dishonesty, or criminal conduct.
Dongcheng prohibits fraud or dishonesty in connection with Company business, including taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice, criminal conduct, or any violent activity on Company premises or while performing work for the Company.
If any fraud, dishonesty, or criminal conduct is detected or suspected of any employee or anyone doing business with the Company, such activities should be reported to the Chief Compliance Officer or the Dongcheng Hotline (see Section 13).
6.SAFEGUARDING CONFIDENTIAL INFORMATION Information is one of our most valuable assets. Business records, customer information, financial information, and intellectual property are Company assets that are essential to our operations. This information is not available to the public and includes sensitive business information (customer, supplier, service provider, and financial information) which has been entrusted to us. We all are responsible for keeping this information confidential.
You may not use any information belonging to Dongcheng for your own personal gain. Confidential information may only be shared with Dongcheng employees, officers, and directors who need the information in order to do their job.
Confidential information must not be shared outside Dongcheng without a confidentiality agreement approved by the Corporate Legal Group. Confidentiality obligations continue even after you leave Dongcheng.
Any unauthorized disclosure of confidential information, whether unintentional or not, must be reported immediately to the Corporate Legal Group at compliance@dck-tools.com.
This policy and the other provisions of this Code are not intended to prevent or dissuade employees from engaging in communications or activities protected by state or federal law, such as discussing wages, benefits, or other terms and conditions of employment. This policy also does not prevent employees from disclosing confidential information when required by law or legal process.
7.TRADE PRACTICES Antitrust and competition laws protect free enterprise. Dongcheng is committed to free and fair competition and complying with all applicable antitrust laws.
It is your responsibility to be aware of the anti-trust laws and their implications, including how they apply in the countries in which you do business. While these laws are often complex and difficult to summarize, at a basic level they prohibit agreements between Dongcheng and our competitors that affect prices, terms or conditions of sale, or fair competition.
Use care in your relations with competitors. You might interact with competitors through industry meetings, conferences, and other events. When you do, be careful not to make inappropriate agreements. Never engage in practices such as price fixing, customer or market allocation, or bid rigging.
Trade association meetings and other industry gatherings can pose certain risks, as they bring together competitors who might discuss matters of mutual concern and potentially cross the line of non-compliance with competition laws. Even joking about inappropriate topics, such as marketing or pricing strategies, could be misinterpreted and misreported. If any kind of anti-competitive discussion arises, you should refuse to discuss the matter and leave the conversation immediately.
No employee may share any sensitive Dongcheng business information (prices, costs, margins, research and development efforts, strategic plans, etc.) with any third party, including actual or potential competitors.
Employees will consult with the Legal Counsels before making any joint bids with competitors. If any inappropriate or illegal competition or antitrust conduct is detected or suspected of any employee or anyone doing business with the Company, such activities should be reported in accordance with Section 13 of this Code (see below).
No employee may share any sensitive Dongcheng business information with any third party, including actual or potential competitors.
8.INTERNATIONAL TRADE LAWS We abide by the trade laws of all countries in which we operate, including economic sanctions and import and export laws.
9.EMPLOYMENT PRACTICES At Dongcheng, our employees are individuals with different abilities, backgrounds, and experiences. We believe that every employee should have the opportunity to fully contribute and the Company forbids employment discrimination or harassment based on race, color, sex (including pregnancy, childbirth, and related medical conditions), national origin, religion, age, disability, genetic information, veteran status, sexual orientation, marital status, or any other characteristic protected by applicable law.
10.PRIVACY Dongcheng respects the confidentiality of the personal information of its employees, customers, suppliers, and service providers. Colleagues, customers, suppliers, service providers, and many others entrust Dongcheng with personal information and it is our responsibility to keep this information confidential.
11.INTELLECTUAL PROPERTY Intellectual property that is designed, created, developed, or modified while performing work-related duties is Company property.
12.ENVIRONMENTAL RESPONSIBILITY Employees should conduct Dongcheng business in compliance with all applicable environmental laws and regulations. If you believe that an environmental hazard exists, that there has been a release of any hazardous substance, or that environmental guidelines are not being followed, you must immediately report the situation to your manager or Legal Counsel of the Company.
13.REPORTING AND ACCOUNTABILITY Making proper decisions can be difficult in our complex business environment. You may occasionally need to seek advice or assistance in order to resolve an issue. You are encouraged to seek information or guidance about our ethics and compliance standards.
To promote ethical behavior and a culture of compliance, Dongcheng offers Compliance Email. This Email provides all Dongcheng employees a way to report concerns or get information or advice (where available and permitted by law).
You are encouraged to identify yourself when using the Compliance Email as this information often helps promote a thorough response or investigation. However, certain jurisdictions, including China and the United States, allow anonymous Compliance reports.
Compliance Email: compliance@dck-tools.com
1.Scope and Applicability The Supplier shall at all times during the term of cooperation comply with this Supplier Code in all countries they operate. It is the responsibility of the Supplier to ensure that its employees, relevant affiliated companies, and subcontractors are informed about the content and comply with the requirements.
The Supplier undertakes to comply with the United Nations Global Compact（“UNGC”） principles as well as local regulations and legal practices. In cases of conflict between relevant laws and the principles described in this Code, the highest standard shall prevail to ensure sustainable operations.*
*United Nations Global Compact, ILO Declaration on Fundamental Principles and Rights at Work, the International Bill of Human Rights, UN Rio Declaration on Environment and Development, and the UN Convention against Corruption.
2.Human Rights and Labour Conditions – Non-discrimination and equal opportunities Employees are hired and treated in a manner that does not discriminate with regard to gender, nationality, religion, race, age, disability, sexual orientation, political opinion, union membership, or social or ethnic origin. The Supplier promotes the idea that all employees shall be treated with equal respect and dignity.
Furthermore, the Supplier promotes a culture of equal opportunities and diversity where appointments to jobs, rewards, and personal success depend on individual ability and performance. Fundamental human rights shall be known, understood and respected, and applied equally to all employees whether temporarily or permanently hired, or contracted.
– Physical abuse and forced labor Employees shall not be subject to corporal punishment, physical, sexual, psychological, or verbal harassment or abuse. Child labor or other forms of compulsory or forced labor, including trafficking, are not accepted.
Regarding child labor, the ILO Convention No. 138 on the minimum age for admission to employment and work must be respected. No one under 16 years of age or below the country’s legal minimum age is employed by Dongcheng.
Forced labor means “all work or service, which is exacted from any person under the menace of any penalty and for which the said person has not offered himself/ herself voluntarily”. Examples of forced labor are for example withholding wages or identity documentation, restricting movement, fraudulent debt, violence, threat, or intimidation.
– Fair labor conditions The Supplier supports the freedom of association, and all employees have the right to be a member of a trade union and to bargain collectively.
The Supplier shall not discriminate against worker’s representatives or members of trade unions, which shall also have access to carry out their representative functions in the workplace.
– Wages and benefits Suppliers should strive to pay all workers a wage that meets basic needs and provides a discretionary income in compliance with all national applicable laws.
Employees with the same qualifications, experience, and performance have the right to equal pay for equal work concerning their relevant comparators. Men and women should be equally remunerated. Working hours and overtime must be kept within local legal limits.
– Health and safety All employees are provided with safe and healthy working conditions and environments. Adequate steps to prevent accidents and injury to health shall be taken by minimizing the causes of hazards inherent in the working environment and by providing appropriate safety equipment.
3.Environment The Supplier shall have a precautionary approach in order to minimize environmental impacts within its value chain. The Supplier shall have an environmental management system ensuring effective planning, operation, and control of environmental aspects. The Supplier’s environmental management system shall be equivalent to the requirements in the ISO14001 or Eco-Management and Audit Scheme (EMAS). The environmental management system shall include a continuous improvement program.
Electronic waste, for example, obsolete servers, computers, and other ICT goods, must be recycled without harming the environment and with respect to human rights.
The Supplier shall acknowledge environmental legislation and applicable regulations and be able to provide evidence of compliance.
4.Anti-corruption and Fair Business Practices -Anti-corruption No abuse of power, nepotism, or bribery, including improper offers of payments to or from employees or organizations, shall be tolerated. Gifts or similar benefits may only be offered to, or accepted from, a third party if modest in value and if consistent with reasonable hospitality given in the ordinary course of business.
-Fair competition Dongcheng is firmly committed to fair competition and open markets. We require free and fair competition and expect the Supplier to compete as forcefully and constructively as possible while at all times complying with international and national competition laws and regulations.
– Conflict of interest Business decisions shall always be made in the best interest of the companies involved, i.e. the Supplier and Dongcheng both. Personal relations or considerations will never influence decision-making. Should there be any risk, however small, of conflict of interest, our employees are instructed to immediately inform their manager.
– Fraud, extortion, and other related crimes The Supplier shall abide by all applicable national and international regulations aiming at preventing, detecting, and remedying economic crime and, in particular, fraud, extortion, and other related crimes. Dongcheng employees will refrain from any act or omission in connection to such criminal activities and shall actively cooperate with any inquiry in relation to such crimes.
– Trade and sanctions compliance The Supplier shall ensure that their business practices are in accordance with applicable regulations governing the import/export of their deliverables. The Supplier shall provide truthful and accurate information and obtain export licenses and consents, where necessary. The Supplier warrants that it or its shareholders are not subject to any economic or administrative sanctions.
– Anti-terrorism Suppliers and Supplier Representatives will not engage in any activity to support, finance, or promote violence, aid terrorists or terrorist-related activity, or fund organizations known to support terrorism.
– Anti- money-laundry Suppliers and Supplier Representatives will not engage in money-laundering activities. This includes any kind of activity which hides or is intended to hide the fact that funds have been obtained illegally or are connected with the proceeds of crime, e.g. through fraud or bribery, or other illegal activity.
– Insurance coverage The Supplier is obliged to ensure that there are accurate and complete insurance schemes covering its operations, services, and products.
– Political involvement The Dongcheng name, or any resources controlled by Dongcheng, shall not be used to promote the interests of political parties or candidates.
– Confidentiality By accepting this Code Supplier agrees on their respective confidentiality obligations with Dongcheng. In no event shall the Supplier misuse or disclose any information that may qualify as sensitive personal data, insider information of Dongcheng´s present and future business operations, or other information the confidentiality of which is protected by law.
– Privacy and security Privacy is a human right, and Dongcheng is thus committed to respecting and safeguarding (individual) data privacy. Dongcheng´s suppliers are expected to collect, use, hold, and process data carefully, responsibly, and according to applicable laws and regulations as well as to take adequate security measures.
– Use of reference The Supplier shall not advertise or publish any information relating to Dongcheng or business relationship without prior written approval of Dongcheng.
5.Compliance and Sanctions – Continuous improvement and management systems Supplier is required to have appropriate management systems to enable adherence to this Code. The functioning and quality of the management system shall be in proportion to the size, complexity, and risk environment of the Supplier’s business. This means that the Supplier shall adopt a systematic approach to the assessment, mitigation, and management of risks, measurable performance targets, and monitoring and follow-up of them. In addition, adequate communication and training about the requirements should take place.
– Breach reporting Should the Supplier find any obstacles in meeting the requirements or find any breaches, those shall be reported immediately to the Supplier’s main contact in Dongcheng or report anonymously and confidentially to the General Counsel of Dongcheng via Whistleblowing process by email:
compliance@dck-tools.com
