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.
The purpose of this Code is to set standards for the Company Personnel of the Group as are reasonably necessary to promote:
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.
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.
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.
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:
Family members include:
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:
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.
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.
Company Personnel must not:
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.
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.
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:
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.
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.
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.
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.
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.
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.
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:
Company Personnel must be scrupulous in their application of generally accepted accounting principles. Company Personnel must not:
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:
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.
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.
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.
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.
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.