Agile Group Holdings Limited (the "Company") and its subsidiaries (hereafter, the "Group") comply with all applicable laws and regulations and conduct all businesses based on the principles of legal compliance, integrity and honesty to build up a good corporate reputation and image and create values for all stakeholders. The Group hereby issues a business ethics declaration that sets out the principles and regulations observed by all employees (including those assigned to collaborative projects) and directors.
I. Business Ethics Management Structure
As determined by the risk management committee and audit committee under the board of directors of the Company as the supervisory and executive bodies of risk management and internal control, the established risk management and audit centre is responsible for guiding, assisting and supervising the implementation of various systems related to business ethics and corporate governance of the Group to ensure the effective performance of the code of business conduct.
II. Code of Business Conduct and Anti-Corruption Policy
1. Code of Business Conduct
The Group has an established code of business conduct that regulates and guides all employees on the rights and obligations that are required to be properly observed in business conduct, in order to create a fair and competitive business environment and maintain the Group's business reputation of integrity and honesty, mainly including:
－Curb and report violations of business ethics
－Resist and combat all business bribery
－Never accept business gifts and inappropriate hospitality
－Prevent corruption, fraud and abuse of power
－Cooperate fully and honestly with business ethics investigations
－Strictly prohibit any violence or retaliation
－Avoid conflict of interests
2. Anti-Money Laundering
The Group strictly complies with domestic and foreign laws and regulations on anti-money laundering, reports in a timely manner any abnormal transactions or suspected money laundering activities and is prohibited from participating in money laundering activities or assisting others in money laundering, impeding official investigations in any way, and making any concealment, omission or misrepresentation of money laundering.
3. Integrity and Anti-Corruption
The Group has an established integrity system that regulates the integrity practices of its employees, and strengthens the Group's anti-corruption efforts to combat any acts of embezzlement, misappropriation, bribery, theft, deception and concealment of the truth by the Group's internal employees and external stakeholders for improper benefits, including but not limited to:
－Strictly prohibit solicitation or receipt of any actual benefits in any form from competitors/suppliers/clients in the process of project contracting, procurement of goods, land acquisition, on-site permit, project introduction, unit shortlisting, tender evaluation, supplier introduction, sale and purchase of properties, etc.
－Strictly prohibit engagement in social activities with competitors/suppliers/customers/merchants that go beyond what is necessary for normal business contacts.
－In performing the Group's affairs, employees shall not directly or indirectly through third parties provide benefits to government departments, public institutions, cooperative units or individuals in order to induce improper influence on business decisions made by relevant personnel.
－Without the consent of the Group, employees are prohibited from using their own units or those actually operated by their relatives or friends to solicit benefits from the Group's business within their own jurisdictions.
－Employees shall not interfere with fair competition by coverting operation in tender procurement and other business processes, by colluding privately with partners to help them win bids, or by deliberately causing difficulties for partners, crowding them out or extorting benefits from them.
The established integrity system formulates and implements the following integrity measures at the same time:
－All employees: sign the letter of undertaking of integrity, report integrity related information annually, integrity learning activities for all employees (including part-time employees) and partners.
－Senior management: annual integrity oath-taking, sign the responsibility letter of integral management.
－External partners: sign the integrity agreement, organise annual conference of brilliant supplier partners, annual supplier assessment.
III. Whistleblowing and Whistleblower Protection Policy
The Group encourages employees and external parties to proactively report and expose integrity non-compliance in a named (preferred) or anonymous manner.
The risk management and audit centre of the Group is the sole recipient of integrity reports and investigates reports received of suspected integrity non-compliance. Within 48 hours from the receipt of a report, it will contact the named whistleblower to return investigation results. If the complaint proves to be true, necessary actions will be taken against the relevant employees in accordance with the relevant systems and management measures and other related requirements of the Group. Insignificant misconduct or non-compliance not related to integrity will be referred to the relevant department for follow-up.
Whistleblowing channels of the Group:
Whistleblowing mailbox: firstname.lastname@example.org
Whistleblowing hotline: 020-88839935
Whistleblowing address: The Risk Management and Audit Centre, 33/F, Agile Center, No.26 Huaxia Road, Tianhe District, Guangzhou
Integrity whistleblowing shall be based on fact and false allegations, malicious accusations to inflict harm or disturbance through whistleblowing are prohibited.
2. Whistleblower Protection
The Group strictly protects the information of the whistleblower. Regardless of whether the reported issue is substantiated or not, the personal information of the whistleblower is kept confidential by the Group and protected by the existing confidentiality system of the Group to ensure the relevant employee will not face intimidation or retaliation due to whistleblowing and to protect the interest of the whistleblower.
Any employee found to leak the information of the whistleblower and engage in misconduct, such as leaking the integrity investigation procedures, investigation materials, intimidation, retaliation against the whistleblower, etc., will be subject to demotion and re-designation/major demerit in accordance with "retaliation against employee". In serious cases, the employee will be dismissed and any illegal act will be reported to the police.
The Group recognises and rewards entities and individuals which timely identify, prevent and rectify integrity non-compliance with outstanding contributions.
This policy applies to all employees in the place of operation of the Group and proactively pushes forward the implementation of this policy by partners of the Group in each place of operation.
The risk management committee under the board of directors of the Company has established the steering workforce on sustainable development, which will annually review and timely update this policy, and submit it to the committee for discussion, approval and adoption.
Made on 1 September 2021