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CODE OF CONDUCT AND ETHICS

This Code of Business Conduct and Ethics applies to all Summit Industrial & Mercantile Corporation (Pvt.) Ltd. (SIMCL) directors, officers and employees, as well as to directors, officers and employees of each subsidiary of SIMCL. SIMCL and its subsidiaries are referred to herein collectively as the "the Group" and the directors, officers and employees are referred herein collectively as "Officers".
A. Objective
Summit Group is only proud of the values with which it conducts business. It has and will continue to uphold the highest levels of business ethics and personal integrity. This Code of Business Conduct and Ethics serves to (1) emphasize the Group's commitment to ethics and compliance with the laws; (2) set forth basic standards of ethical and legal behavior; (3) provide reporting mechanisms for known or suspected ethical or legal violations; and (4) help prevent and detect wrongdoing.
Given the variety and complexity of ethical questions that may arise in the Group's course of business, this Code of Business Conduct and Ethics serves only as a guide. Confronted with ethically ambiguous situations, all should remember the Group's commitment to the highest ethical standards and seek advice from supervisors, managers or other appropriate personnel to ensure that all actions they take on behalf of the Group honor this commitment.
B. Ethical Standards
1. Conflicts of Interest
A conflict of interest exists when a person's private interest interferes in any way with the interests of the Group. A conflict can arise when one takes actions or has interests that may make it difficult to perform his or her work for the Group objectively and effectively. Conflicts of interest may also arise when an affiliates, or members of his or her family, receives improper personal benefits as a result of his or her position at the Group. It is always a conflict of interest for an officer to work simultaneously for a competitor, customer, supplier or for that matter any other establishment against precursory benefit.
Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your supervisor or manager or, the chief financial officer or chief legal counsel of the Group. Any officer who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section E of this Code.
All directors and executive officers of the Group, and the chief executive officers and chief financial officers shall disclose any material transaction or relationship that reasonably could be expected to give rise to such a conflict to the Chairman of the Group.
2. Corporate Opportunities
All officers are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors of the Group. No officer may use corporate property, information or position for improper personal gain and no employee may compete with the Group directly or indirectly. Officers owe a duty to the Group to advance its legitimate interests whenever possible.
3. Fair Dealing
Officers shall behave honestly and ethically at all times and with all people. They shall act in good faith, with due care, and shall engage only in fair and open competition, by treating ethically competitors, suppliers, customers, and colleagues. No officer should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice. The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered or accepted unless it is consistent with customary business practices, cannot be construed as a bribe or payoff and does not violate any laws or regulations. Officers should discuss with their supervisors, managers or other appropriate personnel any gifts or proposed gifts which they think may be inappropriate.
4. Insider Trading
Officers who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Group's business. All non-public information about the Group should be considered confidential information.
5. Confidentiality
Officers must maintain the confidentiality of confidential information entrusted to them. Confidential information includes all non-public information that might be of use to competitors or harmful to the Group or its customers if disclosed. It also includes information that suppliers and customers have entrusted to the Group. The obligation to preserve confidential information continues even after employment ends.
6. Protection and Proper Use of Group Assets
All should endeavor to protect the Group's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Group's profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. The Group's equipment should not be used for non-Group business, though incidental personal use is permitted.
The obligation of officers to protect the Group's assets includes its proprietary information. Proprietary information includes as trade secrets, trademarks, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Group policy. It could also be illegal and result in civil or criminal penalties.
7. Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which the Group's ethical standards are built. In conducting the business of the Group, the officers shall comply with applicable governmental laws, rules and regulations at all levels of government in Bangladesh.
8. Timely and Truthful Public Disclosure
In reports and documents filed with or submitted to the Securities and Exchange Commission, stock exchanges and other regulators by the Group, and in other public communications made by the Group, the officer involved in the preparation of such reports and documents (including those who are involved in the preparation of financial or other
reports and the information included in such reports and documents) shall make disclosures that are full, fair, accurate, timely and understandable.
9. Significant Accounting Deficiencies
The CEO and each senior financial officer shall promptly bring to the attention of the board any information he or she may have concerning (a) significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect the Group's ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Group's financial reporting, disclosures or internal control over financial reporting.
C. Waivers
Any waiver of this Code for executive officers or directors may be made only by the Group's Board of Directors .
D. Violations of Ethical Standards
1. Reporting Known or Suspected Violations
The Group's directors, CEO, senior financial officers and chief legal officer shall promptly report any known or suspected violations of this Code to the Chairman. All other officers should talk to supervisors, managers or other appropriate personnel about known or suspected illegal or unethical behavior.
2. Accountability for Violations
If the Group's Audit Committees or its designee determines that this Code has been violated, either directly, by failure to report a violation, or by withholding information related to a violation, the offending officers may be disciplined for non-compliance with penalties up to and including removal from office or dismissal. Violations of this Code may also constitute violations of law and may result in criminal penalties and civil liabilities for the offending
officers and the Group. All Covered Parties are expected to cooperate in internal investigations of misconduct.
E. Compliance Procedures
We must all work together to ensure prompt and consistent action against violations of this Code. In some situations, however, it is difficult to know if a violation has occurred. Because we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

  • Make sure you have all the facts. In order to reach the right solutions, we must be as informed as possible.
  • Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
  • Discuss the problem with your manager. This is the basic guidance for all situations. In many cases, your superior will be more knowledgeable about the questions, and he or she will appreciate being consulted as part of the decision-making process.
  • You may report ethical violations in confidence without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected to the maximum extent consistent with the Group's legal obligations. The Group in all circumstances prohibits retaliation of any kind against those who report ethical violations in good faith.
  • Ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.