DONGWHA

The Purpose of the Code of Ethics is to set forth terms and conditions of sharing the corporate ethical value chain, respecting market theory in competing with transparency and fairness and complying with governing laws and regulations in realizing the value chain vision. Another purpose of the Code of Ethics is to ensure the corporate activities are as professional and effective as possible, creating shared values with all interested parties in partner with the Company. It is to note that Dongwha Group respects the ethical value chain the most becoming the class-leading company in the respective domains of industry.

Each and every employee and officer of Dongwha Group companies and its partner vendors is responsible for staying in compliance with the Code of Ethics. For the purpose of this Article II, ‘partner vendors’ mean all persons or entities - corporate or natural - establishing any business relationship with the Company.

A. Article 1 : Duties and Responsibilities in favor of Customers

1. Respecting Customers

• ① The Company shall keep a close eye on customer opinions, pay respect to the customers’ legitimate requests and set customer satisfaction as the most stringent yardstick to judge behaviors and make decisions.
• ② Each and every employee and officer of Dongwha Group companies and its partner vendors shall pay respect to customer satisfactions and is allowed to from time to time sacrifice corporate benefits in the event unavoidable to fully satisfy the customers.

2. Providing True Values to Customers

• ① It is required that the Company shall identify and create the true values that practically improve customer services and satisfy customers.
• ② The Company shall provide the customers with quality products and services at reasonable prices and be prompt to accept the customers’ legitimate requests.

3. Keeping Promises for Customers

• (1) The Company shall always tell the truth to, and keep promises for, the customers.
• (2) The above shall apply in particular to fundamental sales activities established via phone call, receipt of order, delivery, maintenances and handling customer complaints.

4. Protecting Customers’ Rights and Benefits

• (1) The Company shall open to the customers any and all information that should come to the customers’ knowledge.
• (2) The Company shall protect the customers’ assets as if they are the Company’s. In no case may the Company take the customers’ assets outside the Company’s premises, unless otherwise approved by the concerned customer(s).
• (3) The Company shall be prompt to respond to exchange and refund requests rendered by the customers who bought any goods or services from the customers.
• (4) In no case may the Company leak, or use for any other purposes than the intended, any customer information that came to its knowledge, unless otherwise approved by the concerned customer(s).
• (5) The Company shall render its best to secure customer safety in its business and sales activities.
• (6) In no case shall the Company harm customers’ rights and benefits by way of unethical deeds.

B. Article 2 : Compliance and Maintenance of Order as a Global Company

1. Compliance with Governing Rules and Regulation around the World

• (1) For best practices, the Company shall stay in compliance with all governing rules and regulations, as well as the local commercial customs and practices, of the countries the Company is in presence.
• (2) Each and every officer and employee of the Company serving overseas must stay familiar and in compliance with the locally governing laws and regulations, as well as the local commercial customs and practices.
• (3) The Company shall comply with the terms and conditions of OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the Republic of Korea Act on Combating Bribery of Foreign Public Officials in International Business Transactions, and any other locally governing laws and regulations related to anti-corruption and ethical management.

2. Maintenance of Order Respecting Market Theory

• (1) The Company shall pay respect to the market theory in conducting businesses locally and internationally.
• (2) The Company shall compete fairly with other companies, pay respect to the competitors it is competing with, and not capitalize on weaknesses of or infringe upon benefits of any competitor.

3. Collection and Utilization of Fair Information

• (1) The Company shall collect and utilize information fairly in compliance with the governing rules and regulations, as well as commercial customs.
• (2) In no case may the Company leak the fairly collected information of any competitor.
• (3) In no case may the Company slander or conduct ‘groundless comparison’ with its competitors by way of TV commercial, advertisement, etc.

C. Article 3 : Joint Prosperity with Partner Vendors

1. Equal Opportunities

• (1) The Company shall provide its partner vendors with equal opportunities to supply their goods and services to the Company.
• (2) The Company shall be as fair and reasonable in selecting partner vendors when purchasing any goods and services.

2. Fair Trade

• (1) The Company shall ensure that all transactions are made fair by the equally entities parties. All terms, conditions and processes of such transactions shall be consulted by the concerned partner vendor.

  ① The Company may only amend the terms and conditions of transaction if previously agreed (in the form of change agreement) and signed by the concerned partner vendor.
  ② The Company shall establish itself the evaluation criteria for regular-basis vendor evaluation processes and ensure all such criteria apply to such evaluation for fairness.

• (2) In no case may the Company conduct any unfair deed capitalizing on its superior status.

  ① If relevant, the Company shall ensure the partner vendor is notified of suspension of transaction with legitimate cause.
  ② In no case may the Company unfairly and unilaterally suspend transaction with any partner vendor for the fairness’ sake.
  ③ In no case may the Company capitalize on its superior status in consulting with any partner vendor for the fairness’ sake.
  ④ In no case may the Company unfairly force any partner vendor assuming cost of transaction without prior consent, for the credibility’s sake.

• (3) In no case may any officer or employee of the Company receive gift and valuables of any value upon, without limitation, any public holiday, celebration or business trip.
• (4) An officer or employee of the Company shall pay for his / her portion of any treat - meal, tea, etc. - s/he had with the partner vendor.
• (5) The Company may impose disadvantages to any (officer or employee of) partner vendor offering gift, valuables, monetary benefit, etc. to any officer or employee of the Company.

3. In search of Co-development

• (1) The Company shall support partner vendors to stay competitive and grow further in the long run and share with such partner vendors its benefits generated by innovative approaches.
• (2) The Company shall - in company with the partner vendors - work its best to establish transparent business practices.

4. Getting Proactive

• (1) The Company shall, in face to face meeting or conversation over the phone, pay respect to the partner vendors and be as kind and respectful. The Company shall also handle with respect complaints from the partner vendors as set forth in the internal rules and regulations
• (2) The Company shall keep its promises to the partner vendors and be as prompt in treating the visitors to the Company’s premises (or else the Company shall seek the visitor’s understanding if unable to serve as promised).

D. Article 4 : Fundamental Ethics

1. Fundamental Ethics

• (1) As a proud member of Dongwha Group, employees and officers of the Company shall behave and act fairly and faithfully.
• (2) The highest ethical standard applies to employees and officers of the Company who shall maintain dignity as a proud member of Dongwha Group.
• (3) In no case may employees and officers smoke outside the designated premises.
• (4) Employees and officers of the Company shall keep within means and save, and avoid visiting luxury establishments.
• (5) Employees and officers of the Company shall keep official matters strictly separate from his/her private matters, and not use the Company’s supplies for any private purpose.
• (6) In no case may employees and officers let any business-related person, unless otherwise being a relative or friend, know of his/her own family event or receive money gift or condolence money.

2. Performing Missions in line with Corporate Value Chain

• (1) The corporate value chain must be shared across employees and officers of the Company to help them understand the corporate objectives and values, and perform the entrusted missions with sincerity.
• (2) Employees and officers of the Company shall perform entrusted missions and duties rendering their very best - by legitimate manners - in compliance with the governing rules and regulations and social practices. Employees and officers of the Company shall also ensure good understanding of and compliance with the Company’s rules and regulations.
• (3) Employees and officers of the Company shall recognize and stay within the entrusted rights and responsibilities in making any decisions and conducting any behaviors.
• (4) Employees and officers of the Company shall be able to predict and manage any potential risks, and stay responsible for any problems arising from such decisions and behaviors.
• (5) Employees and officers of the Company shall keep the Company notified of any such behavior or decision or their business objectives against the social benefits.
• (6) Employees and officers of the Company shall actively work in company with colleagues from the competent Departments for the efficiency’s sake.

3. Self-development

For self-development, employees and officers of the Company shall establish its own objectives to become talented parsons capable of competing in the global market.

4. Fairness in Businesses

• (1) Employees and officers of the Company shall conduct businesses fairly, and get as transparent and reasonable as possible in handling any businesses that are not or vaguely covered by the internal rules and regulations.
• (2) In no case shall employees and officers of the Company receive any monetary benefit from any interested person who may affect fairness of business.
• (3) In no case shall employees and officers of the Company conduct any unethical, illegal deeds that are not socially accepted.
• (4) In no case may an employee direct its junior colleagues to conduct any unethical deeds not in compliance with the internal rules and regulations. An employee or officer of the Company shall have a right to deny any such order, and be protected from any unfair treatment when reporting such order to the Company (or its direct boss, officer or the legal Department).

5. No Receipt of Gift among Employees and Officers

In no case may:

• (1) a lower post employee offer gift to his/her boss; and
• (2) a Department in whole offer gift to another Department: Provided, however, that

  ① A higher post employee may offer gift to his/her junior employee and
  ② exchange of gifts in celebration of, without limitation, birthday or employment for entertainment is accepted.

6. No Monetary Transaction among Employees and Officers

In no case may officers and employees of the Company engage in monetary transaction among each other to protect both organization and individuals. Specifically an officer or employee shall not:

• (1) lend money to another officer or employee; and
• (2) establish a pledge right in favor of or stand surety for another officer or employee.

7. No Harassment and Sexual Abuse

The most stringent harassment and sexual abuse prevention policy applies to officers and employees of the Company to prevent loss of desire and decrease in productivity, and eventual loss of corporate reputations and legal risks.

• (1) No indecent jokes and forcing of entertainment are allowed.
• (2) No access to pornographic site is allowed.
• (3) No sexual gossiping against colleagues is allowed.
• (4) No unnecessary physical contact and gender role stereotyping are allowed.
• (5) No unfair physical and psychological treatment and denigration of working environment capitalizing on superior status are allowed.

8. No Pirate Software

• (1) In no case may officers and employees of the Company use any pirate software downloaded on-line.
• (2) Officers and employees of the Company shall ensure that no pirate software is installed in any personal computer used in the Company and purchase licenses of software.

9. Strict Safety Control and Risk Prevention

Officers and employees of the Company are responsible for controlling safety and preventing risks, paying particular attention to:

• (1) Risk prevention activities against fire and other emergencies; and
• (2) Wholehearted corrective and improvement actions upon natural disasters and other emergencies.

10. Paying Respect to Colleagues

• (1) Officers and employees of the Company shall behave with decency.
• (2) Officers and employees of the Company shall not slander others or engage in indecent behaviors and comments.
• (3) Officers and employees of the Company shall not discriminate others or establish factions based on, without limitation, educational background, gender, religion, bloodline, region, age, handicap, marital status, nationality and ethnicity.
• (4) Officers and employees of the Company shall not unfairly solicit or request special consideration.
• (5) Officers and employees of the Company shall not harass colleagues of any post, specifically avoiding engaging in:

  ① Linguistic harassment such as offensive language, slander, stereotype verbal threat and hostility;
  ② Non-linguistic harassment such as unkindly side-eyeing and offering gifts for special consideration; and
  ③ Visual harassment such as posting offensive and slandering pictures, photographs, gestures, etc.
  In no case shall any constructive criticism, supervision or advice in relation to business be considered as harassment.

11. No Leakage of Corporate and Customer Information

• (1) Customer information

  ① Customer information shall strictly be protected and not be open to any third person or entity unless otherwise agreed by the concerned customer(s).
  ② All the customer information that is categorized under confidential information shall not be open to unauthorized employees or/and officers of the Company or/and any other unauthorized persons.

• (2) Corporate Information

  ① Corporate information such as confidential information, trade secretes shall strictly be protected and not be open to any third person unless otherwise approved by the concerned officer(s).
  ② Important documents must be handled by the designated managers who are in charge of controlling such documents to be strictly confidential against outside persons.

• ※ Important information includes, without limitation:

  · Managerial information including the Company’s important policies, decisions made, management plans, financial / administrative accounting, etc.
  · Sales information including annual revenue, profit ration, sales track records, etc.

E. Article 5 : Company’s Responsibility to Officers and Employees

1. Paying Respect for Dignity

• (1) The Company’s respect for dignity goes out to all officers and employees.
• (2) The Company shall render its best to ensure all officers and employees hold ownership to it, stay proud to become the member of the Company and accomplish objectives in the course of business.
• (3) The Company shall ensure that all businesses conducted by officers and employees are legitimately performed and to conduct schedule training and education session when necessary.

2. Promoting Talents

• (1) The Company shall ensure that policies of promoting autonomous, creative talents are available and supported.
• (2) A higher post employee may from time to time advise his/her junior colleagues to promote their own talents to the furthest extent to challenge difficulties and stay affirmative in the course of business.

3. Fair Treatment

• (1) The Company shall provide capable officers and employees with equal opportunities.
• (2) The Company shall evaluate and reward fairly officers and employees based on the duly established criteria.
• (3) The Company shall provide officers and employees with opportunities to promote their own talents, and shall not discriminate officers and employees in providing such opportunities based on, without limitation, educational background, gender, religion, bloodline, region, age, handicap, marital status, nationality and ethnicity.

4. Promoting Creativity

• (1) The Company shall render its best to establish working environment where employees’ unique idea and autonomous behaviors are respected.
• (2) The Company shall support talent promotion for all officers and employees in the long-run.
• (3) The Company shall pay respect to private life of officers and employees and establish working environment that respects others.
• (4) The Company shall ensure - systematically and environmentally - officers and employees may freely suggest and complain.

F. Article 6 : Company’s Responsibility to Society and Nation

1. Reasonable Businesses

• (1) The Company shall respect local customs and locally respected values when conducting businesses domestically and internationally.
• (2) The Company shall be in search of its own growth based on the solidly growing society.
• (3) The Company shall not engage in any unethical or ‘economically incompatible’ deeds such as real estate speculation.
• (4) The Company shall keep itself from unsound business practices.

2. Protecting Shareholders’ Benefits

• (1) The Company shall realize shareholders’ benefits under sound business practices under its responsibility to pay shareholders back.
• (2) The Company shall pay respect to shareholders’ right to know, request, suggest and make a decision, ensure transparent management system and follow the generally accepted accounting practices in appropriating accounts.
• (3) The Company shall render its best to preserve, protect and increase shareholders’ assets and protect their benefits with sincerity.

3. Contributing to Society

• (1) The Company shall create jobs and declare and pay taxes under its responsibility to society, and contribute back to the society by way of educational, cultural and welfare supports as a responsible member of the society.
• (2) The Company shall ensure and encourage that officers and employees may freely participate in social activities as a means of contribution to the society.
• (3) The Company shall provide job seekers with equal opportunities without any discrimination based on, without limitation, educational background, gender, religion, bloodline, region, age, handicap, marital status, nationality and ethnicity.
• (4) The Company shall accept and render its best to resolve social conflicts arising from the local communities.

4. No Political Engagement

• (1) An officer of employee as an individual is free to express its political preference and support a political party or candidate running in an election campaign: Provided, however, that such preference and support (or equivalent contribution) shall not be construed as representing the Company’s.
• (2) In no case may an officer of employee conduct any political activity within the premise of the Company.
• (3) In no case may an officer of employee of the Company donate or provide any benefit illegally to any political party - or any committee thereof - or candidate running in an election campaigns either directly or indirectly.

5. Protecting Environment

• (1) The Company shall render its best to protect and preserve environment and stay in compliance with the governing rules and regulations related to environmental protection.
• (2) The Company shall render its best to avoid squandering materials.
• (3) The Company shall not engage in any business activity that may harm environment and render its best to minimize emissions and pollutions.