Beijing Scientech International Project Management Co., Ltd.
Employee's Compliance Code of Conduct
This Compliance Code is made in line with laws, regulations and rules (collectively "Relevant Laws and Regulations") of China and the countries where Beijing Scientech International Project Management Co., Ltd. (the "Company") develops its business as well as the Company's compliance management requirements, with the purpose to regulate the business-related activities of the Company’s employees at all levels in accordance with laws and regulations.
I. Basic Requirements of Employee's Compliance Conducts
This Compliance Code of Conduct is a basic code and ethical standard that the Company must follow for its operation according to law, and is also an important foundation for the Company’s sustainable success.
This Compliance Code of Conduct applies to all employees of the Company’s headquarter, branch offices, representative offices and other branches (the "Affiliated Units") and third parties that are engaged in operation activities on behalf of the Company (the "Employees"). Employees must uphold the value principles of "Integrity, Pragmatism, Innovation, Dedication", and must satisfy the following six compliance requirements, namely (1) to insist on honesty and compliance; (2) to maintain fair competition; (3) to prevent bribery and corruption; (4) to avoid conflicts of interests; (5) to keep commercial secrets confidential; and (6) abide by the highest ethical standards.
1. To Insist on Honesty and Compliance
(1) Employees shall always put the Company's interests on top priority, acknowledge the Company's culture and mission, fulfill their responsibilities earnestly, participate in the compliance work actively, and strive to maintain the Company's social image and good reputation.
(2) Employees shall be fully aware that any violation of laws, regulations and compliance requirements may be subject to civil or criminal liability and cause damage to the Company's reputation.
(3) Any misconduct that may lead to the involvement of the Company in any suspected unlawful practices or that is prohibited by the Company is not allowed.
(4) Employees shall treat all colleagues and visitors with respect and humility.
(5) Employees shall communicate with colleagues or supervisors about the work issue in a trustworthy and cooperative manner, and complete the work tasks collaboratively with each other.
(6) Employees shall treat all clients in an honest and fair manner, ensure that the information communicated with or presented to clients is true and accurate, and are prohibited from gaining business by misleading existing or potential clients.
(7) Employees are prohibited from stealing or abusing of the Company's property or power authorized by the Company.
(8) Employees are prohibited from forging or falsifying work records, Company's certificates, seals, bidding documents or other materials.
(9) Employees are not allowed to improperly affect the conduct of any colleague, customer, competitor or others by endangering or threatening personal safety or property.
2. To Maintain Fair Competition
(1) Employees shall comply with and maintain all competition law, anti-monopoly law and other requirements of the laws, regulations and compliance requirements related to maintaining fair competition of markets.
(2) Employees are prohibited from colluding with or participating in the activities with improper purpose or influence with competitors, including bid-rigging, price fixing or cartels, violating bidding procedures, diving markets, limiting the production and output, etc.
(3) Employees are prohibited from exchanging sensitive information with competitors in violation of competition law or anti-monopoly laws.
(4) Employees are prohibited from violating anti-money laundering laws and anti-terrorist financing laws, or conducting business with partners with illegal fund sources.
3. To Prevent Commercial Bribery
(1) Employees shall be fully aware that a company's success in business shall be attributed to its market competitiveness, performance and product quality, service quality and technical quality. In any case, employees shall not seek business success in any business activities through corruptive conduct such as bribery in any form or other improper behaviors of the same nature.
(2) Employees shall not offer, promise, authorize, give and accept any form of bribe, commercial or financial advantage, cash payment or valuable gifts for the purpose of influencing business act or decision-making, obtaining improper benefits, or compromising independent judgment. Employees are not allowed to conduct the above-mentioned acts through relatives or other associates.
(3) Employees shall not offer, promise or give money, services, gifts, hospitality (including benefits or advantages such as catering, entertainment, travel, accommodation, transportation and related reimbursement) or other valuable articles, benefits or advantages in order to gain or maintain commercial opportunities or other benefits. Employees are also not allowed to conduct the above-mentioned acts through relatives or other associates. Under certain social customs and cultures, employees can exchange symbolic gifts, non-cash courtesy souvenirs or provide friendly reception during the business activities. But for the purpose of influencing the business decisions, employees shall not offer, provide or accept relevant gifts, hospitality or any other form of special treatment. Employees are not allowed to conduct the above-mentioned acts through relatives or other associates.
(4) Employees are prohibited from receiving money, services, gifts, hospitality or other valuable articles, benefits or advantages from contractors, vendors or other business partners due to proposed engagement or engagement of a person or an organization. Employees are not allowed to conduct the above-mentioned acts through relatives or other associates.
(5) When conducting business with the government or its affiliated agencies, especially when seeking governmental approval, licensing, access or relevant approval, employees shall comply with the Company's ethical standards, compliance rules and requirements.
4. To Avoid Conflicts of Interests
(1) Conflicts of interest may distort the business judgment of employees, so employees shall restrain from any conduct leading to conflicts of interest that may involve the employees themselves or their relatives as well as the Company and its relevant parties concerned.
(2) Employee's business decisions and activities shall be based on the best interests of the Company, and their independent judgment and reasonable decisions shall not be affected due to any relationship with the existing or future potential suppliers, subcontractors, representatives, contract employees, customers, competitors or regulators.
(3) In terms of a former public official who has resigned or retired, the Company shall take restrictive measures to avoid the recruitment or other remunerative arrangement from being related to the department or position where he/she used to manage or supervise, was able to or continues to substantially influence. In order to avoid conflicts of interest, only when all conditions comply with the Company's compliance rules, procedures and requirements, may the Company employ a former public official.
(4) When recognizing any existing or potential conflicts of interests, employees shall disclose such conflict of interest immediately to the Company's Compliance Office and other relevant departments, and take necessary measures to avoid such conflict of interest.
5. To Keep Commercial Secrets Confidential
(1) Employees shall adhere to the Commercial Secrets protection policies of the Company.
(2) Any employee shall not release, discuss in public, disclose to any unauthorized person or institution, or use the confidential commercial information and proprietary information of the Company or the third parties concerned without due authorization or prior to internal reporting and approval from superiors.
(3) Confidential information includes, but is not limited to, results, forecasts and other financial data; human resources and personal information; information on mergers, acquisitions, division, investment and financing decisions; information on suppliers, subcontractors or customers, etc.; bidding and tendering information; relevant information about new products and orders. Proprietary information includes, but is not limited to, commercial strategies, technologies, product improvements, inventions, information systems, commercial secrets, exclusive technologies, as well as matters under any confidentiality agreement.
(4) Employees responsible for managing, using and delivering confidential and proprietary information (including the information on relevant suppliers, subcontractors or customers) are not allowed to disclose and abuse relevant data inside the Company or to external third parties.
(5) Employees are not allowed to benefit themselves or others by taking advantage of the Company's business opportunities, property, information or other resources.
6. To Abide by the Highest Ethical Standards
(1) Employees shall abide by the highest ethical standards when conducting businesses and selecting and performing the contracts funded by the World Bank and other MDBs.
(2) Employees are prohibited from the following misconducts:
a. Corrupt practice refers to the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party;
b. Fraudulent practice refers to any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation;
c. Collusive practice refers to an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party;
d. Coercive practice refers to impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party;
e. Obstructive practice refers to deliberately destroying, falsifying, altering, or concealing of evidence material to the investigation or making false statements to MDBs in order to materially impede MDBs’ investigation into allegations of a corrupt, fraudulent, coercive or collusive practice; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or acts intended to materially impede the exercise of the MDBs’ inspection and audit rights provided by the terms and conditions.
(3) In order to avoid misconduct or other conduct that does not comply with the compliance management rules, employees shall cooperate with the Company for due diligence on employee's compliance background.
II. Compliance Requirements for the Management and Employees
While implementing this Compliance Code of Conduct, the Company's management and employees shall also have the following compliance responsibilities:
1. Leaders and employees at all levels shall have the compliance responsibility to strictly comply with this Compliance Code of Conduct. Leaders at all levels must advance the implementation of this Compliance Code of Conduct actively and demonstrate their commitment to this Compliance Code of conduct through their actions.
2. Leaders at all levels are obliged to demonstrate directly that employee's compliance with laws, regulations, ethical standards and compliance requirements is the primary consideration when conducting any production and business activities.
3. Leaders at all levels shall maintain vigilant at all times to prevent, detect and respond to any violation of this Compliance Code of Conduct, and to protect employees who whistle-blow the violations.
4. Employees are obliged to fully understand and implement this Compliance Code of Conduct in addition to abiding by the requirements of laws, regulations and compliance rules applicable to their job responsibilities and activities in their daily production and operation activities.
5. For the compliance issues encountered during their work, employees shall take the initiative for compliance consultation with the Company's Compliance Office, Compliance Officer or Chief Compliance Officer (if any).
6. Employees are obliged to report any known or possible violation of this Compliance Code of Conduct. When reporting, employees shall submit evidence of actual or possible violations of this Compliance Code of Conduct to the Company's Compliance Office or Compliance Officer.
7. All employees shall sign and adhere to the Employee Compliance Statement every year (see Annex 1).
8. The Company shall conduct annual compliance performance appraisal on all employees. The Company's HR Department together with the Compliance Office, shall formulate specific compliance performance appraisal standards according to the actual situations of all departments and their Affiliated Units.
III. Consultation, Reporting and Violation Handling
1. Employees may consult with the Company’s Compliance Office, Compliance Officer or the Chief Compliance Officer (if any) about this Compliance Code of Conduct, the compliance policy and ethical standards of the Company or Relevant Laws and Regulations at any time, including but not limited to:
(1) Any concerns about compliance problems;
(2) Any hesitation on how to act to comply with the Company's compliance standards under some special circumstances;
(3) Any request from business partners, clients or colleagues that may violate the compliance standards or the Company's compliance rules;
(4) Any perceived or suspected activities of business partners, clients or colleagues that may violate the compliance standards or Company's compliance rules;
(5) Any other issues or circumstances related to compliance.
2. Any department, employee or business partner that is aware of any violation or suspected violation of the compliance rules, Relevant Laws and Regulations or other requirements of the Company, no matter it is major or not, shall consult or report such violation through the following channels in real name or in an anonymous manner:
Compliance consultation and reporting hotline: 010-68798200/68798488
Compliance consultation and reporting email: xdgj@xdgj.com/ compliance@cneec.com.cn
3. No disciplinary measures will be taken against employees who make good-faith reports of misconduct. If the report is verified, anyone involved in the misconduct will be subject to disciplinary measures. If the reporter is also involved in the reported misconduct, the reporter would be subject to disciplinary measures, but the punishment should be lenient according to circumstances. Employees who report misconducts or propose compliance suggestions actively or avoid heavy losses for the Company shall be rewarded.
4. Any violation of this Compliance Code of Conduct shall be subject to disciplinary measures, which include but are not limited to termination of employment, dismissal, demotion, demerit recording and warning, etc.
IV. Miscellaneous
1. This Compliance Code of Conduct should be interpreted by the Company’s Compliance Office.
2. This Compliance Code of Conduct shall take effect as of the date of promulgation.
