This Code of Ethics (the "Code") is to guide and remind the directors, officers and employees (the "Company Personnel") of HGC Global Communications Investment Holding Limited (“HGCIH”), its subsidiaries (including overseas subsidiaries) and affiliated businesses (the "Group") of their responsibilities to the Group, other Company Personnel, customers and investors of the Group, governmental and regulatory authorities and the general public. As the business of the Company depends on its reputation and the reputation of its financial records, this Code goes beyond the requirements of the law in many instances.

1. Purpose and Scope of the Code

The purpose of this Code is to set standards for the Company Personnel of the Group as are reasonably necessary to promote:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
full, fair, accurate, timely and understandable disclosure in the reports and documents that the Group files or submits to the relevant regulatory bodies or authorities in Hong Kong and other jurisdictions and in any other public communications by the Group;
compliance with applicable governmental and regulatory laws, rules, codes and regulations;
prompt internal reporting of any violations of this Code; and
accountability for adherence to this Code.

All Company Personnel must become familiar and fully comply with this Code. This Code should be read in conjunction with all HGC policies including the HGC Anti-Bribery and Anti-Corruption Policy, and Policy on Competition Law Compliance, Policy on Personal Data Privacy Compliance, Policy on Customer Data Protection, Policy on Employee Data Governance and Policy on Employee Privacy. As this Code cannot and does not cover every applicable situation or provide answers to all questions that might arise, all Company Personnel are expected to use common sense in determining what is right or wrong, including a sense of when it is proper to seek guidance from supervisors, officers or professional advisors on the appropriate course of conduct.

This Code may be modified from time to time. Any changes to this Code will be notified to Company Personnel.

2. Compliance with Laws and Sanctions

All Company Personnel must conduct themselves in compliance with all applicable laws, rules, codes and regulations, wherever the Group conducts business.

Export Control Laws

The Group is committed to the strict compliance of its businesses with all applicable export and re-export control laws and regulations, including export control laws and regulations of the United States, the European Union, China and Hong Kong (“Export Control Laws”) and in particular, compliance with the restrictions against export or transfer of sensitive equipment, software and technology of U.S. origin outside the United States under its export controls. All Company Personnel must not conduct business or have any direct or indirect dealings, with any person or entity in violation of the Export Control Laws and must ensure that no data, information, software, materials, goods, technology or services will be exported or transferred, directly or indirectly, in violation of the Export Control Laws, or will be used for any purposes prohibited by the Export Control Laws.

Sanctions

All Company Personnel must not conduct business or have any direct or indirect dealings in, or with the government of, any country or territory that is the subject of comprehensive sanctions (currently, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine) or with any other persons or entities who are the subject or the target of any economic sanctions, regulations, embargoes or other restrictive measures enacted, adopted, administered or enforced by the United States Government, the United Nations Security Council, the European Union, the United Kingdom Government, the Hong Kong Government, or any other relevant sanctions authority (collectively, “Sanctions”), unless the business or dealing is permitted by the Sanctions or by licenses from all relevant Sanctions authorities.

If a Company Personnel has questions as to whether an action or conduct complies with the laws or the above restrictions, a supervisor or legal counsel for the Group should be contacted.

3. Conflicts of Interest

Company Personnel must maintain objectivity and must avoid conflicts of interest and subordination of judgment in the performance of their duties and responsibilities for the Group.

Objectivity requires Company Personnel to be impartial and free of conflicts of interest. Company Personnel must not subordinate their judgment to personal gain and advantage or to the judgment of others, or be unduly influenced by their own interests or by the interests of others in forming judgments. Company Personnel must not participate in any activity or relationship that would constitute a conflict of interest.

A conflict of interest would generally arise if a Company Personnel participates in any activity or relationship, directly or indirectly, that may impair or be presumed to impair the Company Personnel's objectivity, or that is somehow inconsistent with or opposed to the best interests of the Group.

A non-exclusive list of situations where a conflict of interest could arise includes:

a Company Personnel participates as an officer, director or employee of, or consultant to, or has an interest in securities or other ownership interest in (other than owning securities of a publicly traded company or where the number of securities owned is insignificant compared to the number of securities outstanding), any organization or individual that has, or is seeking to have, a business relationship with the Group (such as a contractor, supplier, carrier or customer), or that is a competitor of the Group.
a Company Personnel buys, sells or leases any kind of property, materials, supplies, services, facilities or equipment from or to the Group, or to any organization or individual that has, or is seeking to have, a business relationship with the Group (such as a contractor, supplier, carrier or customer).¹
any of the above-mentioned situations, but involving a family member of the Company Personnel, including benefits accruing to a family member, rather than the Company Personnel himself.

Family members include:

the Company Personnel’s children and spouse or domestic partner;
children of the Company Personnel’s spouse or domestic partner; and
dependants of the Company Personnel or the Company Personnel’s spouse or domestic partner.

Loans to and guarantees of obligations of Company Personnel incurred for personal reasons can also present conflicts of interest. The Group is prohibited by law from making any direct or indirect extension of credit, renewal or modification of an extension of credit, or arrangement for the extension of credit, in the form of a personal loan to any Officers or Directors of the Group². Examples of the types of extensions of credit that are prohibited under this Code include, without limitation, loans to cover relocation expenses, temporary housing, and exercise price paid in so-called cashless exercises of stock options. It is the policy of the Company that such loans will generally not be made to other Company Personnel.

As further described in the HGC Anti-Bribery and Anti-Corruption Policy, Company Personnel may not solicit or offer any personal advantage from or to clients, suppliers or any person in connection with the Group's business. In addition, Company Personnel should decline advantages offered directly or indirectly in connection with their duties if the acceptance of advantages could or might appear to affect their objectivity or induce them to act against the Group's best interests or lead to complaints of bias. The term "advantage" is defined in the Hong Kong Prevention of Bribery Ordinance and includes gift, loan, fee, reward, office, employment, contract, service and favour. Company Personnel should never accept any gift of cash or cash equivalents or securities. Company Personnel may consider accepting voluntarily given advantages only if:

the acceptance will not influence the performance of the recipient;
the recipient will not feel obliged to do something in return for the offeror;
the recipient is able to openly discuss the acceptance without reservation; and
the nature (e.g. advertising or promotional gift, customary gift or lucky money given during festive occasions) and the value (e.g. not exceeding HK$500) of the advantage are such that refusal could be seen as unsociable or impolite.

Whether a conflict of interest would in fact arise would depend on the facts of each situation. Such facts would include the amount of business involved, the extent to which the Company Personnel could influence the decisions of the Group with respect to the transaction, and whether the interest is of such a nature that it might affect the objectivity or the business judgment of the Company Personnel.

This Code cannot and does not set forth every possible conflict of interest scenario. Therefore, there is no substitute for sound judgment by Company Personnel in each case based upon the particular facts involved.

4. Self-Declaration on Conflict of Interest

Any Company Personnel who himself / herself or his / her family member may be involved in a situation or activity that might be a conflict of interest or give the appearance of a conflict of interest must immediately report such situation or activity by filling out the “Declaration of Conflict of Interest” form and providing the signed copy to the Human Resources Division. All declarations of conflict of interest received shall be reviewed by heads of the responsible department, Human Resources Division, Business Assurance and Compliance Department and Legal and Regulatory Affairs Department together as to whether or not the reported situation or activity is in fact a conflict of interest and the position of the Company on the matter. Each Company Personnel is responsible for self-compliance with this conflict of interest policy.

5. Corporate Opportunities

Company Personnel must not:

take for themselves personally any opportunities discovered through the use of property or information of or position with the Group;
use any property or information of or position with the Group for personal gain; or
compete with the Group.

Company Personnel owe a duty to the Group to advance its legitimate interests when the opportunity to do so arises.

Unless expressly required or authorised by the Group, Company Personnel must not participate as an officer, director of employee of, or consultant to, or have an equity interest in (other than owning securities of a publicly traded company or where the number of securities owned is insignificant compared to the number of securities outstanding), any organization or individual that is, or plans to be, engaged in any type of business that is similar to the types of businesses carried on by the Group.

6. Fair Dealing and Integrity

Company Personnel should endeavor to deal fairly with customers, suppliers, competitors and employees of the Group, governmental authorities and the general public.

Company Personnel should not take unfair advantage of or injure anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation of material facts, fraudulent behavior or any other unfair dealing practice.

Company Personnel must perform their duties and responsibilities for the Group with the highest degree of integrity.

Integrity requires Company Personnel to perform their work with honesty, diligence, responsibility and in accordance with applicable laws. In the performance of their work, Company Personnel must not knowingly be a party to any illegal and/or corrupt activity or engage in acts that are discreditable to the Group. Integrity requires Company Personnel to observe both the form and the spirit of the ethical principles contained in this Code.

7. Equal Opportunities and Diversity

The Group is committed to providing a work environment that is free from all forms of discrimination on the basis of race, ethnicity, gender, creed, religion, age, disability, sexual preference or position. It is the Group policy to provide equal opportunity to all Company Personnel with regard to hiring, pay rates, training and development, promotions and other terms of employment.

The Group does not tolerate harassment, including sexual harassment, in any form.

The values we encourage in our Company Personnel are: candour, courtesy, an ability to deal with change and respect form humanity, personal dignity and privacy.

We are also committed to providing a positive work environment that values the wide-ranging perspectives inherent in our diverse workforce and fosters individual growth and achievement of business goals.

Any act of discrimination or harassment when dealing with Company Personnel, customers and/or suppliers will not be tolerated and the offender will be subject to severe disciplinary action, including possible termination of employment.

Harassment is any inappropriate conduct which has the purpose or effect of:

Creating an intimidating, hostile, or offensive work environment; or
Unreasonably interfering with an individual’s work performance.

Forms of harassment include, but are not limited to, behavior toward another person based on that person’s race, ethnicity, gender, creed, religion, age, disability, sexual preference or position which is unwelcome and personally offensive to its recipient.

Individuals who believe they have been subjected to discrimination or harassment should immediately report the incident to their supervisors and/or the Chief Compliance Officer in accordance with the HGC Anti-Fraud and Whistleblowing Policy. All complaints will be promptly and thoroughly investigated.

No retaliation will be taken against any Company Personnel because he/she reports a problem concerning acts of discrimination or harassment. Company Personnel can raise concerns and make reports without fear of reprisal. Similarly, employees who observe or become aware of harassment should immediately advise their supervisors and/or the Chief Compliance Officer in accordance with the HGC Anti-Fraud and Whistleblowing Policy.

Upon receipt of any complaints or concerns on acts of harassment, the Chief Compliance Officer will take appropriate corrective steps.

8. Protection and Proper Use of Company Assets

Assets of the Group shall be used by Company Personnel for legitimate business purposes and not for personal use.

Assets of the Group include, among other things, information, resources, materials, supplies, money, property (including intellectual property, software, hardware and facilities) and the time and talent of Company Personnel.

Company Personnel should protect the assets of the Group by avoiding carelessness and waste and by using such assets prudently and efficiently to conduct the business of the Group for its customers.

The personal use (including theft) of assets of the Group without permission from the Company is prohibited.

9. Political Contributions

It is the Group’s general policy not to make any form of donation to political associations or individual politicians. Please see further the HGC Anti-Bribery and Anti-Corruption Policy for details.

10. Bribery

The Group strictly prohibits any form of bribery or corruption and is committed to upholding high standards of business integrity, honesty and transparency in all its business dealings.

All Company Personnel shall strictly comply with the United States Foreign Corrupt Practices Act, Hong Kong Prevention of Bribery Ordinance and any other applicable anti-bribery or anti-corruption laws in the jurisdiction of the employing entity. All Company Personnel shall not offer, pay, promise to pay, or authorize the payment of any money, or offer, give, promise to give, or authorize the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Government Entity, as defined below, to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government Official”) or to any person under circumstances where the Company Personnel knows or is aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of: (1) influencing any act or decision of such Government Official in his official capacity, (2) inducing such Government Official to do or omit to do any act in violation of his lawful duty, (3) securing any improper advantage, (4) inducing such Government Official to influence or affect any act or decision of any Government Entity, or (5) assisting the Group or a member of the Group in obtaining or retaining business for or with, or directing business to, the Group or a member of the Group. “Government Entity” as used in this paragraph means any government or any department, agency or instrumentality thereof, including any entity or enterprise owned or controlled by a government, or a public international organization.

This Code should be read in conjunction with the HGC Anti-Bribery and Anti-Corruption Policy which together set out the minimum standards of conduct to which all Company Personnel are required to adhere in order to prevent corruption and bribery.

All Company Personnel are subject to the provisions of the applicable laws in the jurisdiction of the employing entity.

10A. Competition laws

The Group is committed to high standards of business integrity and to ensuring compliance with competition laws. The Group strives to offer customers the best services by conducting our business in full and free competition with other industry players.

All Company Personnel shall strictly comply with the Hong Kong Competition Ordinance and any other applicable competition laws in the jurisdiction of the employing entity.

This Code should be read in conjunction with the HGC Policy on Competition Law Compliance which together set out the minimum standards of conduct to which all Company Personnel are required to adhere in order to prevent non-compliance with competition laws.

11. Company Books and Records

Company Personnel are responsible for providing honest, accurate information in the course of their work with the Group.

Accounts, financial reports, research reports, marketing information, sales reports, tax returns and information, expense accounts, time reports, claims, business courtesies outside the normal course of business (as further described in the HGC Anti-Bribery and Anti-Corruption Policy) and all other books, records and documents of the Group must be kept in such a way as to accurately and completely reflect all Group transactions.

Knowingly providing false, incomplete or inaccurate information is improper and, in some situations, illegal. Certain types of information and documents must be updated or amended if changes become known. Company Personnel must not withhold or fail to provide information to their supervisors or management.

12. Preparation of Financial Statements

Company Personnel must not knowingly make any misrepresentations regarding the financial statements of the Company or a member of the Group (collectively, the "Financial Statements") or any facts in the preparation of the Financial Statements, and must comply with all applicable laws, standards, principles, guidelines, rules and regulations in the preparation of the Financial Statements.

Company Personnel must not knowingly make any misrepresentations regarding any facts in the preparation of the Financial Statements, records or related information, which includes knowingly:

making, or permitting or directing another to make, materially false or misleading entries in the Financial Statements or records;
failing to correct the Financial Statements or records that are materially false or misleading when he has the authority to record an entry; and
signs, or permitting or directing another to sign, a document containing materially false or misleading financial information

Company Personnel must be scrupulous in their application of generally accepted accounting principles. Company Personnel must not:

express an opinion or state affirmatively that the Financial Statements or other financial data of the Group are presented in conformity with generally accepted accounting principles, or
state that he is not aware of any material modifications that should be made to such statements or data in order for them to be in conformity with generally accepted accounting principles, if such Company Personnel knows or should reasonably know that such statements or data contain any departure from generally accepted accounting principles then in effect in the applicable jurisdiction for which such statements are being prepared.

Company Personnel must follow the laws, standards, principles, guidelines, rules and regulations established by all applicable governmental bodies, commissions or other regulatory agencies in the preparation of Financial Statements, records and related information. If a Company Personnel prepares Financial Statements, records or related information for purposes of reporting to such bodies, commissions or regulatory agencies, the Company Personnel should follow the requirements of such organizations in addition to generally accepted accounting principles.

If a Company Personnel and his supervisor have a disagreement or dispute relating to the preparation of financial statements or the recording of transactions, the Company Personnel should take the following steps to ensure that the situation does not constitute a subordination of judgment:

The Company Personnel should consider whether (A) the entry or the failure to record a transaction in the records, or (B) the financial statement presentation or the nature or omission of disclosure in the financial statements, as proposed by the supervisor, represents the use of an acceptable alternative and does not materially misrepresent the facts or result in an omission of a material fact. If, after appropriate research or consultation, the Company Personnel concludes that the matter has authoritative support and/or does not result in a material misrepresentation, the Company Personnel need do nothing further.
If the Company Personnel concludes that the financial statements or records could be materially misstated, the Company Personnel should make his concerns known to the Chief Financial Officer or Chief Executive Officer for a resolution of the disagreement or the dispute in an appropriate manner.

13. Obligations to the External Auditor

Company Personnel must be candid in all dealings with the external auditor.

In dealing with the external auditor, Company Personnel must be candid and not knowingly misrepresent facts or knowingly fail to disclose material facts, and must respond to specific inquiries and requests by the external auditor.

Company Personnel must not take any action, or direct any person to take any action, to fraudulently influence, coerce, manipulate or mislead the external auditor in the performance of an audit of the Financial Statements for the purpose of rendering such Financial Statements materially misleading.

14. Confidentiality

Company Personnel must not disclose any confidential information of the Group, its customers, suppliers, business partners, Company Personnel or stockholders, except when disclosure is authorized by the Group in accordance with the HGC Policy on Handling of Confidential Information.

Confidential information includes all non-public information relating to, among other things, decisions, operations, procedures, plans, earnings, financial or business forecasts, databases, names and addresses, competitive bids, formulas, designs, configurations, technical processes, methods or characteristics of machines, trade secrets, supplies, products or materials, research, development, strategies and know-how, regarding the Group, its customers, suppliers, business partners, business relationships, Company Personnel or shareholders, that might be of use to competitors or harmful to the Group, its customers, suppliers, business partners, business relationships, Company Personnel or shareholders, if disclosed.

15. Personal Data Privacy

The Company respects the privacy and dignity of all individuals, be they the employees, customers, or other individual business partners of the Company. Personal information necessary for effective business operation will be collected and retained. Furthermore, access to personal employee information within the Company will be limited to the employee and to those persons with a legitimate business need for such information, including needs related to the performance of job responsibilities.

With regard to employment verifications, certain employee information may be disclosed without the written consent of the current or former employee. Such information includes verification and dates of employment, job titles and work locations. In addition, the Company will disclose any information required by applicable laws or regulations or pursuant to any applicable court or administrative orders. Furthermore, with appropriate authorization from the current or former employee, the Company may provide additional information.

This Code should be read in conjunction with the HGC Policy on Personal Data Privacy Compliance, HGC Policy on Customer Data Protection, HGC Policy on Employee Data Governance and HGC Policy on Employee Privacy which together set out the minimum standards of conduct to which all Company Personnel are required to adhere in order to ensure compliance with the personal data protection laws.

16. Reporting of Illegal or Unethical Behavior

Company Personnel should report matters which could give rise to fraud, deception, theft, forgery, corruption or other illegal activities in accordance with the HGC Anti-Fraud and Whistleblowing Policy. Reporting of instances of unethical behavior or questionable practices is also encouraged. Reports will be treated as confidential in accordance with applicable laws. No Company Personnel will be disciplined for reporting a concern in good faith.

17. Non-Compliance with this Code of Ethics

Non-compliance with this Code may result in disciplinary actions. Serious deliberate, and/or repetitive non-compliance could result in termination of employment.

A copy of this Code and related policies are available at the Company Intranet.

¹.This prohibition does not apply to consumer transactions made in the ordinary course of the Group's business or otherwise pursuant to staff plans or offers of the Group.².This prohibition does not apply to consumer credit such as open end credit plans or charge cards so long as such type of consumer credit is (a) made in the ordinary course of the Company's consumer credit business, (b) of a type generally made available by the Company to the public and (c) made on market terms or terms no more favorable than those offered by the Company to the general public for such types of loans.