Code of Conduct

Article 1: Objective and Implementation

Our Company operates across borders, cultures, and legal jurisdictions. As laws and customs vary among countries, this Code of Conduct (the "Code") sets forth the principles and ethical standards to guide our directors, officers, and employees in conducting business with integrity, transparency, and compliance.

The objective of this Code is to:

1. Promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest.
2. Ensure compliance with applicable laws, rules, and regulations, including those governing security, confidentiality, and data protection.
3. Encourage the timely and accurate disclosure of material information as required by relevant authorities.
4. Provide mechanisms for reporting violations of this Code and establish enforcement protocols.

All directors, officers, and employees must:

1. Act with integrity, including honesty and transparency, while maintaining the confidentiality of sensitive information.
2. Comply with applicable laws and Company policies, observing both their form and spirit.
3. Uphold a high standard of business ethics.

Article 2: Conflicts of Interest and Corporate Opportunities

Directors, officers, and employees must avoid any situation where personal interests conflict, or appear to conflict, with the interests of the Company. A "conflict of interest" occurs when personal interests interfere, or may interfere, with the Company's interests or impede objective decision-making.

Examples of Conflicts of Interest

1. Significant ownership in a supplier, customer, or competitor without disclosure.
2. Consulting or employment relationships with a competitor, supplier, or customer.
3. Accepting gifts or entertainment of excessive value from business partners.
4. Supervising or influencing the job evaluation of an immediate family member.
5. Selling to or buying from the Company under terms unavailable to others.

If a conflict arises, it must be disclosed to the Board of Directors or an appropriate manager for resolution.

Article 3: Company Disclosures

3.1 Disclosure Requirements

Directors, officers, and employees involved in public disclosures must ensure compliance with applicable securities laws and internal controls. Disclosures should be:

1. Full, fair, accurate, and understandable.
2. Reviewed critically for completeness and correctness.

3.2 Responsibilities

Employees responsible for disclosures must:

1. Understand and comply with the Company's disclosure policies.
2. Avoid misrepresentation of material facts to external or internal parties.
3. Ensure timely and accurate reporting of financial, operational, and legal matters.

Article 4: Confidentiality

Directors, officers, and employees must maintain the confidentiality of sensitive information, including:

1. Proprietary information about the Company, affiliates, or partners.
2. Customer and supplier data, trade secrets, and internal strategies.

Unauthorized disclosure of confidential information is strictly prohibited and may result in disciplinary action.

Article 5: Prohibition of Unfair Practices

5.1 Ethical Business Practices

The Company does not seek competitive advantage through unethical or unlawful practices. All employees must:

1. Deal fairly with customers, suppliers, and competitors.
2. Avoid acts such as misrepresentation, price manipulation, and improper advantage-taking.

Article 6: Protection and Proper Use of Company Assets

All employees must protect the Company’s physical, digital, and intellectual assets. These assets must be used solely for legitimate business purposes. Any misuse of assets, including violations of the Foreign Corrupt Practices Act (FCPA) or other applicable laws, is strictly prohibited.

Article 7: Compliance with Laws

7.1 General Compliance

Directors, officers, and employees must comply with all applicable laws, including but not limited to:

1. Securities laws (e.g., insider trading prohibitions).
2. Data privacy regulations (e.g., GDPR, CCPA).
3. Anti-corruption and anti-money laundering laws.

7.2 Insider Trading

Employees must exercise caution when dealing with securities and avoid trading based on material, non-public information.

Article 8: Reporting Noncompliance

8.1 Responsibility to Report

Employees must promptly report any actual or suspected violations of this Code, including unethical behavior, legal violations, or misconduct. Reports can be made to:

1. Direct supervisors or appropriate managers.
2. Regional HR or Legal departments.
3. Anonymous reporting channels provided by the Company.

8.2 Investigation and Enforcement

The Regional HR and Legal departments are responsible for investigating reported violations. Violations of this Code may result in disciplinary action, including termination, and may be reported to relevant authorities if criminal or legal breaches occur.

8.3 No Retaliation Policy

The Company strictly prohibits retaliatory actions against employees who report concerns in good faith or participate in investigations.

Article 9: Amendments and Waivers

9.1 Amendments

This Code may be amended by resolution of the Board of Directors. Employees will be informed of changes, which will be disclosed publicly if required by law.

9.2 Waivers

Waivers of this Code may only be granted by the Board of Directors for directors or executive officers and must be disclosed as required by law.

Acknowledgment

All employees, contractors, and partners are required to acknowledge this Code of Conduct upon joining the Company and on an annual basis. Compliance is a condition of employment and partnership.

Contact Information

For questions about this Code or to report concerns, please contact:

1. Email: hello@shunyeka.com