It is the policy of Pentagon Technology (Asia) Limited (“PTAL”) to deter wrongdoing and promote compliance with legal requirements and the highest standards of business and ethical conduct. We rely on these standards to gain the trust of customers, peers and shareholders. In keeping with this policy, the Board of Directors has adopted this Code of Business Conduct and Ethics (the "Code"). Company directors, officers, and employees (employees including full time, part-time or temporary employees) , wherever they may be located, are expected to read and understand this Code, to uphold these standards in day-to-day activities. All directors, officers and employees must comply with all local laws and regulations when conducting the Company’s business, and also those in other jurisdictions when conducting business in Hong Kong. We encourage our partners, and suppliers, to read this Code in order to understand how we conduct business. 

The purpose of this Code is to set forth in writing standards that will deter wrongdoing and that will promote:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest full, fair, accurate, timely and understandable disclosure the documents that we file that we make;
• compliance with applicable governmental laws, rules and regulations;
• protection of Company assets, without limitation, including confidential information;
• fair dealing practices;
• the prompt internal reporting of violations of this Code; and
• assurance of accountability for adherence to this Code's provisions.

 

Because the principles described in this Code are general in nature, you should also review all applicable Company policies and procedures for more specific instruction and contact to Human Resources Department if you have any questions.   

General Standards of Ethical Conduct

PTAL expects all directors, officers, and employees to exercise good judgment to ensure the safety and welfare of employees and to maintain a cooperative, efficient and productive work environment and business organization. Relationship with Suppliers, Contractors and Customers, all directors, officers, and employees are advised not to engage in frequent gambling activities

(e.g. mahjong) with persons having business dealings with the Company. They should not accept any loan from, or through the assistance of, any individual or organisation having business dealings with the Company. There is however no restriction on borrowing from licensed banks or financial institutions.  PTAL expects all directors, officers, and employees to act with honesty and integrity and observe the highest ethical standards of business conduct in dealings with PTAL’s customers, suppliers, partners, service providers, competitors, employees and anyone else with whom they have contact in the course of their job performance. These standards apply while working on our premises, at offsite locations where our business is being conducted, at Company-sponsored business and social events, or at any other place where you are a representative of PTAL. Directors, officers or employees who engage in misconduct (including a violation of this Code) or whose performance is unsatisfactory may be subject to corrective action, up to and including termination.

Protection of Personal Data (Privacy)

Directors officers, and employees should not disclose any classified information of the Company without authorisation or misuse any Company information (e.g. unauthorised sale of the information). Those who have access to or are in control of such information, including information in the Company’s computer system, should protect the information from unauthorised disclosure or misuse. Special care should also be taken in the use of any personal data, including directors’, employee’s and customers’ personal data, to ensure compliance with Hong Kong’s Personal Data (Privacy) Ordinance.

Occupational Safety & Health

PTAL is committed to maintaining an occupational safety & health culture by promoting awareness, prevention and care.

Our employees are required to comply with Occupational Safety & Health Ordinance.  In our daily operations, we work with our customers, suppliers and other stakeholders to ensure a safe and healthy working environment. 

Compliance with Anti-Corruption

All directors, officers and employees are prohibited from making an offer, promise or unlawful cash or in-kind payments to customers or any other person, to induce that official to affect any act or decision of customers in a manner that will assist the company in obtaining or maintaining business or otherwise secure an improper business advantage.  Corruption erodes fairness and the rule of law, and in some cases, puts lives and property at risk. The Company prohibits all forms of bribery and corruption. All directors, officers and employees are prohibited from soliciting, accepting or offering any bribe in conducting the Company’s business or affairs, whether in Hong Kong or elsewhere. In conducting all business or affairs of the Company, they must comply with the Prevention of Bribery Ordinance (POBO) of Hong Kong and must not:

(a) solicit or accept any advantage from others as a reward for or inducement to doing any act or showing favour in relation to the Company’s business or affairs, or offer any advantage to an agent of another as a reward for or inducement to doing any act or showing favour in relation to his principal’s business or affairs;

(b) offer any advantage to any public servant (incl. Government / public body employee) as a reward for or inducement to his performing any act in his official capacity or his showing any favour or providing any assistance in business dealing with the Government / a public body; or

(c) offer any advantage to any staff of a Government department or public body while they are having business dealing with the latter.

Directors and employees should ensure that all records, receipts, accounts or other documents they submit to the Company give a true representation of the facts, events or business transactions as shown in the documents. Intentional use of documents containing false information to deceive or mislead the Company, regardless of whether there is any gain or advantage involved, may constitute an offence under the POBO.

This policy express forbids our directors, officers and employees to accept entertainment or gifts or advantages from clients or partners and suppliers.

PTAL to engage our business partners (agents, consultants, contractors, sub-contractors) which have an anti-corruption commitment. The company should inform all its business partners of its anti-corruption policy. As far as practicable, for major contracts and partnering arrangements, the company should include suitable anti-corruption and probity requirements in the agreements with the business partners:

• prohibition against bribing of the company’s staff or offering of advantages to them without the company’s permission in doing business with the company;
• prohibition against bribery of any form in carrying out business under the contract/partnership or on behalf of the company;
• the need to ensure that all the relevant personnel are made aware of the anti-corruption requirements, such as through a code of conduct, probity guidelines and adequate training;
• the need to apply the same anti-corruption requirements to all contractors, suppliers, subcontractors engaged for the contract/partnership;
• the need to take proper action, such as reporting any corruption/fraud detected to the relevant law enforcement agency; and
• the right for the company to terminate the contract with the business partner if it or its staff member breaches the anti-corruption requirements.

Conflicts of Interest

All directors, officers and employees should avoid any conflict of interest situation (i.e. situation where their private interest conflicts with the interest of the Company) or the perception of such conflicts. When actual or potential conflict of interest arises, the director or employees should make a declaration to Management Team, email to This email address is being protected from spambots. You need JavaScript enabled to view it. through the reporting channel using Conflicts of Interest Declaration Form.

Each of us has a duty/responsibility to PTAL, all directors, officers and employees and each other. Although this duty does not prevent us from engaging in personal transactions and investments, it does demand that we avoid situations where a conflict of interest might occur or appear to occur. PTAL is subject to scrutiny from many different individuals and organizations. We should always strive to avoid even the appearance of impropriety. A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. Whether particular conduct, relationships or transactions might be considered to be a conflict of interest may not always be clear. Where there is any question as to whether any conduct, relationship or transaction might be considered to be a conflict of interest, and whether PTAL might nevertheless approve such conduct, relationship or transaction, you are strongly encouraged to contact your supervisor or HR of the Company.

Some common examples of conflict of interest are described below but they are by no means exhaustive:

(a)     Employees involved in a procurement exercise is closely related to or has financial interest in the business of a supplier who is being considered for selection by the Company.

(b)     One of the candidates under consideration in a recruitment or promotion exercise is a family member, a relative or a close friend of the staff member involved in the process.

(c)     A director of the Company has financial interest in a company whose quotation or tender is under consideration by the Board.

(d)     Employees (full-time or part-time) undertaking part-time work with a contractor whom he is responsible for monitoring.

If employees wishes to take up employment outside the Company, he must seek the prior written approval to Management Team (email to This email address is being protected from spambots. You need JavaScript enabled to view it.).  Management Team should consider whether the outside employment would give rise to a conflict of interest with the employee’s duties in the Company or the interest of the Company

Fair Dealing

We have a history of succeeding through honest business competition. We do not seek competitive advantages through illegal or unethical business practices. All directors and employees are prohibited from offering advantages to any director, staff member or agent of another company or organisation, for the purpose of influencing such person in any dealing, or any public official, whether directly or indirectly through a third party, when conducting the Company’s business. Even when an offer of advantage carries no intention of improper influence, it should be ascertained that the intended recipient is permitted by his employer/principal to accept it under the relevant circumstance before the advantage is offered. Each director, officer and employee should endeavor to deal fairly with our customers, clients, service providers, suppliers, competitors and employees. No director, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

employee should endeavor to deal fairly with our customers, clients, service providers, suppliers, competitors and employees. No director, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

Proper Use of Company Assets

All directors, officers and employees must protect the company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the company’s profitability.  Directors and staff in charge of or having access to any Company assets, including funds, property, information, and intellectual property, should use them solely for the purpose of conducting the Company’s business. Unauthorised use, such as misuse for personal interest, is strictly prohibited.

All of PTAL’s assets must be used for legitimate business purposes. Knowledge of any theft, carelessness or waste of company assets must be reported to your supervisor or HR of the Company.
Directors, officers and employees must not misuse their official position in the Company to pursue their own private interests, which include both financial and personal interests and those of their family members, relatives or close personal friends.

PTAL’ intellectual property, including its copyrights, patents, trademarks, trade and other secrets are at the core of the company’s technical and financial success. Employees are to protect PTAL’s intellectual property and act responsibly with the sensitive information of customers, competitors and stakeholders.

Reporting of Violations of this Code

These policies and procedures for reporting illegal or unethical behavior to the company. Company policy prohibits discrimination, harassment and/or retaliation against any employee who in good faith provides any information related to violations of this Code or otherwise assists in an investigation regarding violations of this Code. To the extent possible, all submissions of Complaints will be handled in a confidential manner. In no event will information concerning a Complaint be released to persons without specific need to know about it. 
 
PTAL will not retaliate against anyone who in good faith reports a Complaint. On the other hand, any employee who submits a Complaint that the employee knows or suspects may be false will be subject to disciplinary action.

We encourage employees and our partners, and suppliers to report any actual or suspected misconduct or malpractice of any of PTAL’s personnel to PTAL Management Team through email This email address is being protected from spambots. You need JavaScript enabled to view it. or written letter.  PTAL will pledge that reports would be handled by PTAL Management Team within one month to review the case.

Compliance and Accountability

The matters covered in this Code are of the utmost importance to PTAL, its business partners, suppliers, and are essential to PTAL’s ability to conduct its business in accordance with its stated values. We expect all of our directors, officers and employees to adhere to these rules in carrying out their duties for the company. 

PTAL will take appropriate action against any director, officer or employee, whose actions are found to violate these policies or any other policies of the company. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code. Disciplinary actions may include immediate termination of employment or business relationship at the company's sole discretion. Where the company has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Where laws have been violated, PTAL will cooperate fully with the appropriate authorities. 

Adhering to this Code is a condition of employment. All new hires must acknowledge the Code upon intake and all salaried employees must acknowledge the Code.  Employees are required to cooperate with any investigations into Code violations or Complaints. This policy does not constitute a contractual commitment of the Company. This policy does not change the at-will employment status of an employee. Specifically, employment is for an indefinite period of time and is terminable at any time with or without cause. 

This Code provides the enquiry/reporting channels and the disciplinary actions which may be taken against non-compliance for directors’, officers’ and employees’ reference.  To avoid jeopardizing investigation of corruption-related or other criminal offence, PTAL will report any suspected commitment of offences promptly to ICAC.

 

Yours faithfully,

For and on behalf of

PENTAGON TECHNOLOGY (ASIA) LTD.

 

Eric Law

Managing Director

15 Sep 2021