To establish a healthy anti-corruption business environment and promote occupational ethic, based on actual situations of the company and related national laws and regulations, the code of conduct is made:

Chapter 1  Clean Occupational Behaviors

Article 1  Employees should safeguard the company’s interests and be loyal to their duties. Seeking of unjustified benefits by abuse of one’s authority is prohibited. The below behaviors are forbidden:

  (i) receiving or demanding any benefits/transfer of benefits provided by enterprises/individuals having business relations with TUL, including cash, negotiable securities, coupons, payment vouchers, etc.

  (ii) having personal expenses reimbursed by enterprises having business relations with TUL, or having any expense directly paid by those enterprises

  (iii) investing or founding under the name of the employee or his/her spouse a company having competitive relations with TUL

  (iv) receiving any benefit or convenience provided by enterprises/individuals having business relations with TUL; recipient including the employee himself, his spouse, children or other relatives

  (v) taking advantage of one’s influence to embezzle, grab or gain company treasures by defrauding, such as by falsifying expenses, embezzling funds, etc.

  (vi) taking advantage of the company’s business channels, intellectual properties or other resources to seek profit or transfer benefits for the employee himself or others

  (vii) suggesting, inciting or forcing other employees to undertake law-breaking/ regulation-breaking activities

  (viii) receiving or demanding bribery, or undertake other behaviors that may affect the equitable fulfillment of job responsibilities

  (ix) using company assets to register companies, invest, buy shares/stocks, purchase real estate or other operating activities (other than those approved by the board) in domestic or overseas market

  (x) other behaviors compromising company’s interests in seek of private benefits.

Article 2  In the case of an immediate family relative having founded a company having business association or competitive relations with TUL, the employee should file the situation for records in administrative department

Article 3  If an employee holds a post/concurrent post in another company, or receives payment from a company other than TUL, he should prove to the company that no conflict of interest exists, and should file for records in related administrative department

Article 4  Under the premise of not affecting objectivity and impartiality, or when refusing the following behaviors would be regarded as impolite, the employee should report for filing as stated in Article 5:

  (i) giving or receiving small gifts or local specialties of a market price not more than 200 RMB as a business etiquette

  (ii) providing or receiving reasonable standards of working meals, accommodation, transport and other business related working expenses.

Chapter 2  Registering and Filing

Article 5  During business operation, for the unrejectable items stated under Article 4, employee should report to his immediate superior within 2 working days and submit to related administrative department. Gift management systems should be established by administrative departments of each subsidiary company to handle the gifts received.

Article 6  Out of work related needs, when attending business banquets, public ceremonies or other events held by enterprises/individuals having business relations with TUL, or when the situation conforms to Article 4, the employee should report to immediate superior in advance and gain permission for attendance. Time, location and expenses of the banquet should be filed to administrative department after the event.

Chapter 3  Supervision System

Article 7  TUL establishes a report system encouraging employees to file real name reports against corrupt activities during business operation. The company will keep the reporter information strictly confidential.

Article 8  Employees’ clean occupational behaviors will be an essential basis of job assessment, appointing/dismissing and promotions

Article 9  To promote anti corruption, self discipline awareness and law abiding awareness, this code of conduct automatically becomes a part of Employee Manual of each subsidiary company on its issuance and effective date. Employees should learn and abide by the code of conduct.

Chapter 4  Penalty Provisions

Article 10  For employees violating the above codes of conduct, when confirmed, punishment is given as per company regulation including “warning”, “demerit record”, “termination of employment contract”, etc. depending on severity of the case. The items received (cash, negotiable securities, coupons, payment vouchers or other items) are retrieved from the violator or an equivalent amount of cash is paid by the violator as recovery.

Article 11  When the violation involves a suspected crime, or meets national criminal case filing standard, the company will transfer the case to national judicial authorities to investigate related criminal responsibilities.

Chapter 5  Supplementary Provisions

Article 12  This code of conduct applies to each subsidiary and all employees of The United Laboratories International Holdings Limited.

Article 13  The right of final interpretation belongs to TUL Auditing & Legal Affairs Centre.

Article 14  This code of conduct becomes effective since 30 April 2019.