Code of Ethics & Professional Conduct

Personal integrity, public trust

Deloitte China, Feb 2020
Contents
Preface 1

Introduction 2
Global Principles of Business Conduct 3
Our Shared Values, Code of Ethics and professional responsibilities:Our reputation rests with allof us 5
A global approach to ethics and compliance 6
About our responsibilities 7
A duty to know, understand, and comply 7
A duty to report 7
Where to go for help and how to report 7
Practical advice: Using Deloitte Speak Up 8
Non-retaliation Policy 9
Introduction 9
Commitment to non-retaliation 9
Reporting Procedure 9
Investigations 10

Code of ethics and professional conduct 11

The power of Shared Values 12
Our Shared Values are: 12
About the code of ethics and professional conduct: 13
Sustaining public trust 14
Integrity: A core value 14
Quality of work 14
Independence and objectivity of professional advice and conclusions 14
Corporate responsibility 14
Government transactions and relations 14
External inquiries 14
Truth in communications 14
Laws and regulations 14
Anti-corruption 15
Anti-money laundering 15
Respect for competition 15
Records accuracy 15
Records management 15
 Privacy and data protection 15
Fulfilling our obligations to clients 16
Independence from clients 16
Conflicts of interest with clients or third parties 16
Scope of services 16
Billing for professional services 16
Confidential and proprietary information 16
Insider trading 16
Professional competence and due care 16
Gifts and entertainment 17
Purchase of goods and services from clients 17
Supplier, contractor, and alliance partner relationships 17
Meeting commitments to each other 18
Honesty and trust 18
Respect and fair treatment 18
Personal relationships 18
Internal policies and procedures 18
Diversity and inclusion 18
Professional certifications 18
Consultation 18
Conflicts of interest 19
Health, safety and the environment 19
Communication systems 19
Use of social media 19
Use of the firm's assets 19
Enforcement and implementation mechanisms 21
Investigations 21
Corrective actions and responses to violations 21
Reports to senior management and boards 22
Resources for additional guidance 23
Contact details for Deloitte China Practice 27
 Code of Ethics & Professional Conduct | Introduction

Preface
This Code of Ethics and Professional Conduct (the "Code") is to be applied in accordance with the local law. The Governing
Board of Deloitte China (which covers our business operations in the Chinese Mainland, Hong Kong and Macau in what is
known as the Deloitte China) has adopted this Code for use by its personnel. Solely for ease of reference and unless
otherwise specified in this Code, references to "we," "our," or "the firm" are references to the personnel and firm of Deloitte
China.

Deloitte China reserves the right to modify, revise, discontinue, or amend any or all of this Code as it deems appropriate, at
any time, in whole or in part, for any reason, and without prior notice, consent, or approval.

Deloitte China includes all the member firms of Deloitte Touche Tohmatsu Limited, a UK private company limited by
guarantee), that operate in the Chinese Mainland, Hong Kong and Macau. The member firms of Deloitte Touche Tohmatsu
Limited are hereinafter collectively referred to as the “DTTL member firms”. This Code of Ethics and Professional Conduct is
consistent with the Global Principles of Business Conduct.

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 Code of Ethics & Professional Conduct | Introduction

Introduction

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 Code of Ethics & Professional Conduct | Introduction

Global Principles of Business Conduct

All Member Firms’ Partners, Professional Staff, and Support Staff should be responsible for being aware of and understanding
the Global Principles of Business Conduct ("Global Code").
This Global Code has been adopted by Deloitte Touche Tohmatsu Limited (DTTL) and each of its member firms.* Every day at
Deloitte, we seek to make an impact that matters to our clients, our people, and our communities. The commitments below
illustrate the core expectations our stakeholders can have of all our people, across all member firms of the Deloitte network.

*Please note that DTTL does not provide services to clients and therefore references to clients in the Global Code
refer to member firm clients.

We commit to serving clients with distinction.

Integrity
• We are straightforward and honest in our professional and business relationships.
• We are truthful about the services we provide, the knowledge we possess, and the experience we have gained.

Quality
• We are committed to providing quality services by bringing together the breadth and depth of our resources, experience and
insights to help clients address their needs and problems.
• We strive to develop outcomes which create an impact that matters for our clients.

Professional Behaviour
• We comply with applicable professional standards, laws and regulations and seek to avoid actions that may discredit ourselves
or our professions.
• We foster a culture of appropriate professional scepticism and personal accountability which supports clients and drives quality
in the services we provide.
• We understand the broader impact that our work has on society, our people, and our clients, and we conduct business with
those interests in mind.
• We are committed to earning and sustaining the public's trust and confidence in the work we do.

Objectivity
• We are objective in forming our professional opinions and the advice we give.
• We do not allow bias, conflict of interest, or inappropriate influence of others to override our professional judgments and
responsibilities.
• We do not offer, accept or solicit any gifts, entertainment or hospitality that we have reason to believe may be intended to
improperly influence business decisions or impair objectivity.
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 Code of Ethics & Professional Conduct | Introduction

Competence
• We use due care to match client needs with practitioners who have the competence required for their assignments.
• We foster innovation and new ideas to improve the value and performance of our services.

Fair business practices

• We respect our competitors and are committed to fair business practices.
• We receive fees that reflect the value of services provided and responsibilities assumed.

Confidentiality, privacy and data protection

• We protect and take measures to safeguard the confidential and personal information that we hold, collecting and handling it
in compliance with applicable laws, professional obligations, and our own data management policies and practices.
• We prohibit disclosure of confidential and personal information entrusted to us unless granted permission or there is a legal or
professional right or duty to disclose.
• We prohibit the use of confidential information about our clients for personal advantage or for the benefit of third parties.

We commit to inspiring our talented professionals to deliver outstanding value.

Respect, diversity and fair treatment

• We foster a culture and working environment where our people treat each other with respect, courtesy and fairness,
promoting equal opportunity for all.
• We encourage and value a diverse mix of people, view-points, talents, and experiences.
• We create inclusive working environments that not only address individual needs, but allow our people to utilize their unique
strengths.
• We do not tolerate harassment or unfair discrimination in our working environments.

Professional development and support

• We invest in our people to develop the professional knowledge and skills necessary for them to effectively perform their roles.
• We help our people reach their potential through investments in personal and professional development and support
programs.
• We provide a safe work environment for our people and expect our clients to do the same.

We commit to contributing to society as a role model for positive change.

Anti-corruption
• We are against corruption and neither make bribes nor accept them, nor induce or permit any other party to make or receive
bribes on our behalf.
• We support efforts to eradicate corruption and financial crime.

Responsible supply chain

• We do not condone illegal or unethical behaviour by our suppliers, contractors and alliance partners.
• We select suppliers through fair procurement processes.

Social Responsibility
• We contribute to society and communities by engaging with non-profit organizations, governments, and other businesses to
make a positive impact on local, national or global challenges.
• We support our communities in a variety of ways, such as donating money, providing pro bono client services and supporting
the volunteering of time by our people.
• We support efforts to drive sustainable development and we respect human rights standards.
• We recognize that our business operations and our provision of services may at times impact the environment and we work to
reduce harmful effects they might have.

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 Code of Ethics & Professional Conduct | Introduction

Our Shared Values, Code of Ethics and professional

responsibilities: Our reputation rests with all of us
The current business environment has put professional services firms at a crosshairs of public scrutiny where our collective values
– yours as individual, ours as a firm, and those of our profession – are being tested.

We as a firm, and each of us as individuals, must take our responsibility for ethical behaviour seriously - and we must never take
for granted the trust placed in us by our clients, our colleagues and the capital market. As such, we hold ourselves accountable for
doing the right thing.

While the inherent risks in the marketplace, the potential for business failure, or the possibility of human error cannot be entirely
eliminated, we can, however, insist and expect that all our professionals be honest and conduct themselves in accordance with the
highest ethical standards.

The Code of Ethics reflects the Shared Values and Global Code adopted by the DTTL member firms and provides detailed guidelines
for ethical and professional conduct to all of our people, irrespective of the diversity of their backgrounds and professional
disciplines. These Shared Values and Global Code are an integral part of this Code, which illustrates our commitment to sustaining
public trust. They will guide us in conducting business honourably, ethically, and with the utmost professionalism. We are expected
to use these Shared Values and Global Code as a means to discuss our responsibilities openly and honestly with our clients, with
regulators, and with each other.

While policies are important, ultimately the success of our Ethics programme rests with you. You must make decisions every day in
your work – decisions that have wide-ranging economic, legal and ethical implications. And to make good decisions, you must have
good information and use your best judgement. The purpose of this Code is to provide you with the information, guidance and
references to other resources to make the right choices.

It is our expectation that, after reading this Code, you will have a better appreciation of your vital role in maintaining the ethical
reputation and standards of the firm and a better understanding of the privilege and responsibility of working at Deloitte.

Patrick Tsang Virginia You

CEO - Deloitte China Chief Ethics Officer - Deloitte China

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 Code of Ethics & Professional Conduct | Introduction

A global approach to ethics and compliance

Our Ethics Programme is based on the

Global Code and Shared Values. The Shared
Values define common underlying beliefs,
while the Global Code defines the specific
standards of professional behaviour
expected of the people of all the DTTL
member firms.

The Ethics Programme for Deloitte China

encompasses the oversight and
communication mechanisms we have in
place to manage our ethics and compliance
activities.

The most visible element of the Ethics

Programme for Deloitte China is this Code
of Ethics and Professional Conduct (the
“Code”). It outlines the requirements and
expected behaviour of the people of
Deloitte China, and provides information
about the Chief Ethics Officer, Deloitte
Speak Up, and the many other resources
available to our personnel.

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 Code of Ethics & Professional Conduct | Introduction

About our responsibilities

A duty to know, understand, and comply
It is the duty of all partners and staff of the firm to know, understand, and comply with this Code, which encompasses the Global
Code. Failure by an individual to comply with the Code could result in significant risk to the whole firm and all its people, and will
subject that individual to disciplinary action.

In addition, certain professionals may have to comply with requirements of other professional codes of conduct given their
specialisations or certifications. (For example, CPAs must also comply with the Hong Kong Institute of Certified Public Accountants
(HKICPA), the Chinese Institute of Certified Public Accountants (CICPA) or the Macau Registration of Auditors and Accountants
Committee Codes of Conduct; attorneys must adhere to their professional codes of responsibility; and licensed persons or
registered persons must comply with the Code of Conduct for Persons licensed by or registered with the Securities and Futures
Commission.)

A duty to report
The Ethics Programme is designed to foster an atmosphere where open communication of ethics and compliance enquiries and
issues is encouraged, and to provide all personnel with a reasonable understanding of how to identify and report potential
violations. Each of us is responsible for appropriately addressing - through reporting, consultation, or other means - potentially
fraudulent, illegal, or unethical issues that may come to your attention. If any of us observe or become aware of a potential
fraudulent, illegal, or unethical act, or other violation of firm policy, whether committed by a colleague, client, supplier, contractor,
alliance partner, or others associated with or doing business with the firm, it is our responsibility to report the circumstances
through an appropriate reporting channel, and to cooperate fully with any investigation.

Where to go for help and how to report

When you face an ethical dilemma, you should follow the ethical decision making process:

1. Identify the dilemma and assess the potential risks to the firm, others, and yourself
2. Consider several alternative actions and the potential consequences of each action
3. Decide on the best course of action and implement it
4. Evaluate the results of your actions-including the results of inaction
If you are not sure about what actions you should take, you should seek appropriate advices.

For assistance with ethics and compliance matters, and to report potential violations, you should contact the appropriate person in
the firm to whom you feel comfortable talking. The appropriateness of this person will depend on your position in the firm and
might include your:

• Immediate supervisor
• Coach
• Functional leader
• Office leader
• Regional function leader

If they are unable to resolve the issue (or if you are uncomfortable discussing the issue with them), you should seek assistance
from other parties, such as:

• Human Resources
• Reputation and Risk Group
• Chief Ethics Officer
• Deloitte Speak Up

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 Code of Ethics & Professional Conduct | Introduction

You should turn to the Deloitte Speak Up in the following circumstances:

• If you believe that ethics and compliance issues are not being resolved, either through the existing managerial chain of
command or other reporting options.
• If you don’t feel comfortable reporting through normal channels.
• If you would like confidential assistance on ethics and compliance issues.
• If you wish to remain anonymous when filing a report.

There will be no reprisals against anyone because he or she, in good faith, reports
an ethics or compliance concern.
Practical advice: Using Deloitte Speak Up
Deloitte Speak Up is a confidential, 24-hours-a- day, 365-days-a-year service you can access from any location. Reports may be
made on either an anonymous or named basis Deloitte Speak Up is administered by a third party to maintain confidentiality and
anonymity when requested.

Anyone can log onto or call Deloitte Speak Up to request assistance or report a potential violation regarding an ethics and
compliance issue. Every reasonable effort will be made to keep the identity of anyone reporting a potential violation confidential
to the extent possible, consistent with good business practice. In order to assist in the investigation, those reporting potential
violations are encouraged to identify themselves. However, anonymous reports will also be accepted and investigated to the
extent possible.

We will always support our partners and staff who stand up to a client they reasonably
believe may be engaging in illegal or inappropriate financial reporting or other business
activities.

Chief Ethics Officer

You may send a report either in English
Online: www.deloittespeakup.ethicspoint.com or Chinese (named or anonymous) by
post or email to:
By Phone: Toll free numbers in the following regions:
Virginia You
Hong Kong 35/F One Pacific Place 88 Queensway,
Direct Line: From an outside line - 800 96 1887 Hong Kong
By Phone: +852 2852 6408
Chinese Mainland By email: [email protected]
Direct Line: From an outside line – 400 842 3478

Macau
Step 1: From an outside line dial – 0 800 111
Step 2: At the English prompt dial 866 294 8693
(This number will not work on Skype.)

The call-centre is supported by interpreters of more than 120 languages

including Putonghua and Cantonese.

*For Mongolia, please report through the web-based channel.

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 Code of Ethics & Professional Conduct | Introduction

Non-retaliation Policy
Introduction
The non-retaliation policy reaffirms the Firm’s long-standing commitment to maintaining a workplace free from retaliation and is
intended to protect our partners and staff who bring forward an ethics, compliance or other related matter in good faith, or are
involved in an ethics or related investigation, from retaliation.

Commitment to non-retaliation
We are committed to maintaining a working environment that promotes ongoing and open communication among our personnel
and will not tolerate retaliation against any person who has:

• reported an ethics, compliance or other related matter in good faith;

• assisted or participated in an ethics, compliance or related investigation or proceeding.

Retaliation: can be defined as any negative action taken against a person who, in good faith, reports about an ethics, compliance
or other related matter or assists or participates in an ethics or related investigation or proceeding. Examples of retaliation can
include, but are not limited to, harassment, intimidation, threats, coercion, discrimination, or negative performance feedback that
is not reflective of actual performance.

In good faith: the individual reasonably believes, perceives or suspects the information reported to be true.

It is the responsibility of all partners and staff of the firm to report concerns of retaliatory behaviour. Any disclosure or report that
is made with a reasonable belief or basis for suspicion, that actual or attempted retaliation has occurred, will be considered to
have been made in good faith even if subsequently it is found that there is insufficient evidence to support the report.

Reporting Procedure
The following procedures should be followed whenever an individual believes that he or she has been the subject of retaliation or
has knowledge of an actual or potential violation of the Firm's non-retaliation policy. Report the situation or conduct in question
to one of the following:

• Your immediate supervisor or coach

• Functional leader/Regional Functional Leader
• Office leader
• Human Resources
• Chief Ethics Officer
• Or through available ethics reporting channels, including Deloitte Speak Up

Anyone in a supervisory or management position who has knowledge of an actual or potential violation of the non-retaliation
policy (whether or not a report has been filed) has an obligation to report the situation through the available reporting channels.
There is no requirement for the form or content of a retaliation report, only that it be made in good faith. The report may be
verbal or written. If the report is made verbally, we will make a written record to outline the contents of the report. It is suggested
that the individual making the report provide as much information as possible regarding the retaliatory incident or conduct, such
as:

• Detailed description of the incident

• Names of the people involved
• Date and time of the incident
• Place of the incident
• Names of witness(es), if any
• Supporting documents, if any

Note, an individual should not hesitate to report retaliation merely because he or she cannot identify witnesses or provide
sufficient evidence of the retaliation.

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 Code of Ethics & Professional Conduct | Introduction

Investigations
We commit to investigate all reports of retaliation in a timely manner. In the event we find the conduct to be retaliatory in nature
or finds that the report was made in bad faith, we will take whatever action is appropriate under the circumstances, in accordance
with local laws and regulations, up to and including termination of employment.

Confidentiality for all parties involved will be respected to the extent possible and in accordance with local laws and regulations,
consistent with the need to conduct an adequate investigation. Moreover, if an individual believes that in connection with the
work for our firm, a client or an employee or agent of a client is subjecting you to actual or attempted retaliation, these same
procedures to report the retaliation should be followed. Although we may not have the same control over outside persons
engaging in retaliation as it does over our own employees, we will still examine the retaliation report promptly and take whatever
action is appropriate under the circumstances.

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 Code of Ethics & Professional Conduct | Code of ethics and professional conduct

Code of ethics and professional conduct

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 Code of Ethics & Professional Conduct | Code of ethics and professional conduct

The power of Shared Values

Shared Values unite the people of the DTTL member firms and are the basis for a common culture. These values form the
foundation for always doing the right thing, and for sustaining public trust, fulfilling client obligations, and meeting commitments
to each other.

Our Shared Values are:

1. Lead the way

Deloitte is not only leading the profession, but also reinventing it for the future. We’re also committed to creating
opportunity and leading the way to a more sustainable world.

• Define, shape, and lead the profession

• Make bold choices befitting a leader
• Deliver the best of Deloitte for clients
• Be future focused
• Be a champion for societal impact

2. Serve with integrity

By acting ethically and with integrity, Deloitte has earned the trust of clients, regulators, and the public. Upholding that
trust is our single most important responsibility.

• Do the right thing…always

• Speak up and protect Deloitte’s reputation as your own
• Preserve the trust of clients, regulators, our people, and the public
• Never compromise on quality
• Comply with both the letter and spirit of laws and standards

3. Take care of each other

We look out for one another and prioritize respect, fairness, development, and well-being.
• Lead as you want to be led
• Be accountable
• Engage with empathy
• Recognize and reward merit; invest in and develop others
• Prioritize well-being

4. Foster inclusion
We are at our best when we foster an inclusive culture and embrace diversity in all forms. We know this attracts top
talent, enables innovation, and helps deliver well-rounded client solutions.

• Be curious and embrace diverse perspectives

• Demonstrate a desire to understand how others experience the world
• Be cognizant of potential biases and act with courage to address them
• Address behaviors counter to our values

5. Collaborate for measurable impact

We approach our work with a collaborative mindset, teaming across businesses, geographies, and skill sets to deliver
tangible, measurable, attributable impact.

• Think and act as a team to deliver the solutions clients need

• Consistently deliver tangible, measurable impact
• Recognize relationships matter
• Set targets and exceed expectations
• Push yourself and others to expand capabilities and drive innovation
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 Code of Ethics & Professional Conduct | Code of ethics and professional conduct

About the code of ethics and professional conduct:

The Code reflects our expectations for all personnel of Deloitte China. The sections of the Code that follow contain ethics and
compliance standards covering our responsibilities to sustain public trust, to clients, and to each other. In complying with these
standards, we should ask ourselves the following questions to aid in making the right decision about a possible course of action:

• Are my actions illegal or unethical?

• Am I being fair and honest?
• Would I be unwilling or embarrassed to tell my family, friends, or coworkers?
• Would the reputation of Deloitte China be harmed if the actions were revealed in the newspapers?
• Am I personally uncomfortable about the course of action?
• Could someone’s life, health, safety, or reputation be endangered by my action?
• Could the intended action appear inappropriate to a third party?

If you are still unsure of what to do, ask questions and seek additional guidance through your functional leader or through other
sources described in this Code.

A list of relevant policies and professional conduct is set out in the “Resources for additional guidance” section at the end of this
Code.

There is no client or engagement that is more important than our responsibility to sustain
public trust, our commitment to do the right thing, and our concern to maintain our good
reputation.

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 Code of Ethics & Professional Conduct | Code of ethics and professional conduct

Sustaining public trust

Integrity: A core value
• We are honest, trustworthy, candid and straightforward in both personal and business dealings.

Quality of work
• We render high-quality professional services in accordance with all applicable professional standards.
• We apply an appropriate sense of professional scepticism in the conduct of our work.

Independence and objectivity of professional advice and conclusions

• We do not allow prejudice, bias, conflict of interest, or undue influence of others to override our objective professional or
business judgments.
• We are prepared to stand up to a client and report to an appropriate level if we reasonably believe that they may be engaged
in illegal or inappropriate financial reporting or other business activities.

Corporate responsibility
• We support the development of the profession as well as the communities in which we live and work. In addition to financial
contributions made by Deloitte and its people, we actively offer, encourage, support, and reward volunteerism to worthwhile
causes.
• We conduct our business activities in ways that honour ethical values and respect people, communities, and the natural
environment.

Government transactions and relations

• We adhere to the government's ethical standards as well as this Code when we are involved in providing services to and
dealings with governmental entities.
• We comply with all applicable rules, laws, guidance and regulations relating to the prohibition of lobbying or attempting to
influence government officials.
• We do not use the firm’s name or its resources to support a political campaign without proper approval.

External inquiries
• We do not disclose confidential, personal or business information to media, government officials or others who are not entitled
to receive such information.
• All external inquiries (e.g. media and regulators) must be referred to the appropriate firm's resources (Clients ﹠ Markets or
Reputation and Risk Group) for a response which may be limited by confidentiality requirements and other related concerns.
• Comments on proposed regulation or professional standards are only made as authorised by the firm and they are based on
the long-term interests of capital markets and the profession.

Truth in communications
• We are honest and truthful about our capabilities, policies and people in client proposals, marketing, recruiting and other
promotional activities.

Laws and regulations

• We comply with laws, regulations and professional standards, in all jurisdictions in which we operate. We do not engage in any
activity that is illegal, both under the interpretation and spirit of the law, or is likely to damage the firm’s reputation.

Letter of law vs spirit of law

The letter of the law is the literal, stated interpretation of the law as its written. The spirit of the law is
usually broader, and reflects the intention behind the law. While usually obvious, this may not be
explicitly stated.

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Anti-corruption
• We do not offer, give, solicit or receive any form of bribe, kickback or unlawful facilitation payments, nor induce or permit any
other party to do so on our behalf. Any and all payments made by or on behalf of the firm must be lawful and made only for
legitimate business purposes.
• We do not offer or provide anything of value (including, but not limited to, gifts, entertainment, hospitality, political
contributions, charitable contributions, and employment opportunities) to a third party for a corrupt or inappropriate purpose
that could constitute an illegal bribe or kickback under applicable laws and could lead to serious civil and criminal penalties.

Anti-money laundering
• We do not get involved in money laundering activities or assist others to do so.
• We do not impede, by action or inaction, any official investigation of money laundering.
• We report to the Anti-Money Laundering Compliance Officer any suspicion of money laundering.

Respect for competition

• We respect our competitors and the profession as a whole. We do not condone any action that could be harmful to our
competitors.

Records accuracy
• We maintain accurate and complete records (including, but not limited to client records, the firm’s business records such as
time, expense, client billing, regulatory, or other financial reports) in accordance with regulatory, tax and financial reporting
requirements.

Records management
• We document the results of our work clearly and adequately.
• We maintain all records in accordance with the legal and business requirements appropriate to our professions.
• We comply with all current applicable records retention policies and procedures including how data is shared, stored, and
retrieved, and the circumstances under which it may be disposed of.
• We never destroy, alter, or cause the destruction or alteration of records, which include, amongst other things, paper copies,
electronic files, video and audio recordings etc. for any illegal or improper purpose.

Privacy and data protection

• We comply with all applicable laws and regulations governing privacy and personal data protection. We only collect personal
information that is necessary for our legitimate business and legal purposes.
• We process personal information fairly and lawfully; have in place a system to keep it accurate and up-to-date; use it only for
its intended, legitimate purposes; keep it secure and confidential; and retain it for a legitimate time only, consistent with
applicable law and our policy.
• We do not disclose other people's personal information to anyone within our firm unless this is necessary for them to perform
specific and authorised tasks. We do not disclose other people's personal information to any person or entity outside our firm
unless expressly authorised to do so.

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Fulfilling our obligations to clients

Independence from clients
• We comply with the firm's independence policies, as well as all laws and regulations dealing with professional independence.
• We maintain independence, both in fact and appearance, from our clients in performing our professional services.
• All applicable personnel must be financially independent of Deloitte China's attest clients, and maintain an independent and
objective attitude in performing services for all clients.

Conflicts of interest with clients or third parties

• We identify and resolve potential conflicts of interest arising from the proposed acceptance of engagements and proposed
business or financial relationships with client or third parties.

Scope of services
• We do not overstate our ability to deliver services, nor will we offer or provide any services that will damage our reputation or
that of the clients.
• We offer only those professional services that we are competent to perform and supervise, and the scope of our services do
not include any that could impact our reputation for independence, integrity and objectivity.

Billing for professional services

• We record our hours worked and expenses incurred in our time and expense reporting systems properly, in accordance with
our applicable policies.
• We bill clients for fees and expenses accurately, in accordance with the terms of our engagements.

Confidential and proprietary information

• We do not disclose confidential client information to:
‒ Anyone who works outside the client's organisation.
‒ Anyone within the client organisation without a need to know.
‒ Anyone within the firm or other DTTL member firms, unless there is a legal or professional right or duty to disclose, or a
written consent has been obtained.
• Client or firm information of a private and sensitive nature must be used responsibly, controlled, and protected to prevent
arbitrary and careless disclosure.
• Confidential or proprietary information about our clients, our firm, or other parties, which has been gained through
employment with Deloitte, must not be used for personal advantage or for the benefit of third parties.
• A client’s name (unless it is public information) or logo can be used in service proposals, marketing or recruiting materials only
if the client’s permission is obtained.

Insider trading
• It is illegal to buy or sell any securities based on “insider” information about our clients and other companies, or to discuss such
information with others who might buy or sell such securities.

"Material non-public information" is any information that would affect the prices of securities, either
positively or negatively, that is not generally available to the investing public. This information is generally
referred to as "insider" information.

Professional competence and due care

• We perform our work with professional competence and exercise due care.
• We deliver our services according to the firm's policies as well as the professional standards and regulations applicable to our
professions.

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Gifts and entertainment

• We strive to compete on the basis of the quality and value of services provided. We should not offer or accept gifts or
payments, or undertake inappropriate activities, to facilitate any engagements on behalf of Deloitte China. Entertainment of
our personnel or clients that is lavish or inappropriate in nature is also not permitted.
• Gifts or entertainment should not be accepted or extended if they could be reasonably considered to:
‒ Improperly influence any Deloitte business relationship with, or create an obligation to, a client, supplier, contractor, or
alliance.
‒ Violate laws, professional standards and regulations, or the Code.
‒ Constitute an unfair business inducement.
‒ Cause embarrassment to, or negative impact upon, Deloitte.
• Neither we nor any member of our immediate family should use our position with the firm to solicit any cash, gifts, or free
services from any client, supplier, contractor, or alliance for our or anyone else’s personal benefit.
• In all cases, we have a responsibility to know and understand the firm’s policy on gifts and entertainment. We should also be
aware of the client’s own policies related to allowable gifts and entertainment involving their personnel.

Purchase of goods and services from clients

• The purchase of goods and services from a client is allowable provided that the transaction is in the normal course of business
and on an arm’s length basis. When it is considered that the appearance of our independence may be impaired due to the
unusual nature or significant amount of the transaction, appropriate consultation should be made.
• We do not accept discount offers from clients without prior consultation unless these offers are made to the general public. For
example, we do not receive employee discount from a client unless the same discount programmes offered to other similar
service providers or suppliers (i.e. the employee discount is offered to all suppliers of goods and services, not just Deloitte
China).

Supplier, contractor, and alliance partner relationships

• We select suppliers, contractors and alliance partners on the basis of the quality, price, service, delivery, and supply of the
goods and services we need. The selection is based on objective business rationale and not on personal interest or bias.

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 Code of Ethics & Professional Conduct | Code of ethics and professional conduct

Meeting commitments to each other

Honesty and trust
• We are honest in commitments to, and dealings with, each other.
• We always assume that our colleagues are acting with the best of intentions and work with each other on the basis of mutual
trust and respect.
• We safeguard the confidential and proprietary information of the firm and do not disclose personal or other information about
our colleagues without their specific consent.
• We give fair, constructive and honest feedback and comments to our superiors, colleagues and subordinates where
appropriate.
• We do not engage in any inappropriate behaviour that could damage the firm's reputation.

Respect and fair treatment

• We seek to understand and respect other people’s beliefs and values.
• We listen to others and communicate actively.
• We do not tolerate unlawful discrimination, verbal or physical harassment or abuse, or offensive behaviour (whether or not
sexually related) by our personnel.

Personal relationships
• In a firm of our size, personal relationships, family, romantic or otherwise, may exist or develop between two people in the
firm, or with an employee of a client. If it is believed that the existence of such a relationship may affect our judgement or
performance, or may be perceived by others as likely to do so, those involved must consult with the appropriate persons in the
firm to determine what actions, if any, are required to be taken.

Internal policies and procedures

• We comply with all internal policies and procedures of the firm as well as the terms and conditions of the employment contract
or shareholder agreement.

Diversity and inclusion

• We foster a diverse and inclusive culture and we respect and value the rich mix of individuals, viewpoints, talents and
experiences within the firm.
• We comply with all laws and regulations relating to equal employment opportunity, harassment, and diversity.
• We are an equal opportunity employer and recruit, employ, train, compensate, and promote our personnel without regard to
race, gender, age, religion, disability, sexual orientation, family or marital status, culture, beliefs or any other legally protected
basis.
• We seek to maintain a reasonable work/life balance in order to give the necessary attention and support to our colleagues,
family and friends.

Professional certifications
• All personnel holding professional certifications have a personal responsibility to maintain such certifications in good standing
through timely renewals, and where required, the attainment of the appropriate level of continuing professional education.

Consultation
• We are committed to a consultative culture and we consult on non-routine or emerging issues or practices.
• No individual partner, principal, director, or employee is permitted to ignore a technical or other practice-related
determination rendered by a Professional Practice Director, Functional Risk Leader, Reputation and Risk Group or their
designees.
• We resolve any professional, technical, or service issues promptly through consultation in an open-minded and professional
manner.

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 Code of Ethics & Professional Conduct | Code of ethics and professional conduct

Conflicts of interest
• We do not engage in any activities, directly or indirectly, that compete with the firm or conflict with the interests of the firm.
• We have a duty to avoid making business decisions that place personal interests ahead of those of our firm.
• Some examples of potential conflict situations include:
‒ Acting as a director, partner, consultant, or employee of an entity that provides services, supplies, or equipment to, or is a
competitor of the firm.
‒ Holding a second job that may interfere with our employment at or being a partner of the firm.
‒ Ownership by ourselves or our immediate family members of a financial interest in an entity to which we provide
professional services or which is a competitor of, supplier to, or client of the firm.
‒ Making hiring decisions that involve close relatives of partners, principals, and directors of the firm.

Health, safety and the environment

• We are committed to provide a safe, healthy and productive working environment for all personnel.
• We prohibit any inappropriate behaviour resulting from drugs, alcohol or other substances at client or other business
occasions.
• Threatening, aggressive, abusive, or verbally or physically harassing, whether sexual or otherwise, behaviour towards
colleagues or others in the workplace will not be tolerated.

Communication systems
• We use our communication systems productively and in such manner that maintains and enhances Deloitte’s public image.
Personal use of electronic mail, internet, telephone and faxes should be kept to a minimum and should be in compliance with
this Code and other established policies and procedures of the firm.
• We prohibit any use of unlicensed software that constitutes copyright infringement.
• We comply with the firm's policies on Confidentiality, Use of IT and Communications Systems and other relevant firm's
guidance on Information Security.

Use of social media

• We comply with the firm's policy and guidelines on, among other things, confidentiality, external communications, electronic
communications, copyright, privacy and this Code in using social media. These cover personal social media (e.g., individual
Facebook or Weibo) where the source of postings may be identified as Deloitte or Deloitte persons, regardless of whether the
intent is personal or business or whether there is a disclaimer in place.
• We address and report any communications that violate the firm's policies or are harmful to the reputation of the firm.

Use of the firm's assets

• The use of the firm's assets including but not limited to computer equipment, communication infrastructure, research facilities
and furniture for individual profit or any unlawful, unauthorised or unethical purpose is prohibited.
• We protect our computer hardware, software, data and facilities from potential destruction, theft or misuse.
• We prevent unauthorised access through the use of ID badges, passwords, or other security codes, and physical security
measures (such as using computer cable locks, not leaving computers unattended, and other normal precautions).
• Copyrighted materials (e.g. books, music, software and magazines) must not be reproduced, distributed, or altered without
permission of the copyright owner.
• All partners and employees should comply with the firm’s policies with regard to incurring expenses for which reimbursement
is sought from the firm.

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 Code of Ethics & Professional Conduct | Code of ethics and professional conduct

This Code is not intended to cover every questionable situation or dilemma that may arise. Rather, it is intended to provide a
perspective to guide thinking, and to direct our personnel to resources set out on page 25 to 31 for further information. For
example, internal policies established for Deloitte China and its affiliates available through Deloitte Touche Tohmatsu Limited
Policies Manual (DPM), on iNet and function or legal entity-specific intranet sites are intended to provide additional guidance and
address risk areas in more detail.

Please remember, at all times, that it is our collective responsibility to seek guidance and assistance in the ethical performance and
discharge of our professional responsibilities.

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 Code of Ethics & Professional Conduct | Code of ethics and professional conduct

Enforcement and implementation

mechanisms
Investigations
Purpose
Deloitte China is committed to responding appropriately to ethics and compliance issues that may involve violations of law,
professional standards and regulations, policy, or the Code. The determination of whether a violation has occurred involves
significant judgment and should be based on the facts and circumstances of the specific case in hand.
Process
Potential violations of law, professional standards and regulations, policy, or the Code reported to supervisors or other managerial
personnel of Deloitte China should immediately be made aware to the Chief Ethics Officer. The potential violations are initially
investigated through established procedures under the direction and guidance of the Chief Ethics Officer and any designated
subject matter expert including General Counsel, and/or Human Resources, in coordination with the functional management, as
appropriate. Each investigation is conducted in confidence. If the initial investigation concludes that a violation may exist, the Chief
Ethics Officer will determine appropriate corrective actions and responses to the violations.

Corrective actions and responses to violations

Purpose
The Chief Ethics Officer oversees corrective actions taken by the Deloitte China when the investigation’s results conclude that a
violation may have occurred.

Process
Corrective actions resulting from investigations are implemented under the direction of the appropriate management of the
Deloitte China, in consultation with the Chief Ethics Officer. When an investigation is conducted, the Chief Ethics Officer, in
consultation with certain departments (e.g. Human Resources, General Counsel and functional management), as appropriate,
recommend what, if any, corrective action should be taken. Each identified ethical violation or situation should be handled with
confidentiality and protection of privacy to the extent it is possible to do so.

Disciplinary action may be taken against any partner, principal, director, or employee of the Deloitte China who violates the law,
professional standards or regulations, policy, or the Code. Discipline should be administered fairly and consistently.

The determination of the violation and the disciplinary actions are normally conclusive, but for any appeal of findings of policy
violation and the disciplinary action, they should be made to the Chief Ethics Officer with additional information for further
consideration.
All ethics reports and associated investigation / resolution related information are documented and retained for a period as
required by the relevant laws and regulations.
There will be no reprisals against anyone because he or she, in good faith, reports an ethics or compliance concern.

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 Code of Ethics & Professional Conduct | Code of ethics and professional conduct

Reports to senior management and boards

Some violations may require reporting by the Chief Ethics Officer both to senior management (CEO, China Management Team) and
the boards of the Deloitte China or/and the Global Board of DTTL. In determining whether to report matters to senior
management, consideration is given to:

• Results of an investigation
• Pervasiveness of the issue
• Severity of the issue
• Intent of the alleged offender
• Impact on the reputation, integrity, trust, or brand of any Deloitte China
• Position of alleged offender

Senior management of the Deloitte China may also receive reports based on their assignment as an investigation resource or their
interest in a particular violation category. Also, periodic reports will be delivered by the Chief Ethics Officer to senior management
and the boards of the Deloitte China regarding the implementation and effectiveness of the programme.

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 Code of Ethics & Professional Conduct | Code of ethics and professional conduct

Resources for additional guidance

Further information regarding the topics discussed in the Code of Ethics and Professional Conduct can be obtained
through the sources noted below:

Deloitte Speak Up
Online: www.deloittespeakup.ethicspoint.com
By Phone: Toll free numbers in the following regions:
Hong Kong
Direct Line: From an outside line - 800 96 1887
Chinese Mainland
Direct Line: From an outside line – 400 842 3478
Macau
Step 1: From an outside line dial – 0 800 111
Step 2: At the English prompt dial 866 294 8693
(This number will not work on Skype.)
Mongolia
Please report through the web-based channel

Reputation and Risk Leader

Richard George
Tel: +852 2852 6348
Email: [email protected]

Chief Ethics Officer/ Anti-Corruption Officer

Virginia You
Tel: +852 2852 6408
Email: [email protected]

Director of Independence
Jerry Poon
Tel: +852 2852 6492
Email: [email protected]

Business Security Leader/ National Privacy Officer

Marco Liu
Tel: +852 2531 1808
Email: [email protected]

General Counsel
Jim Jamison
Tel: +852 2852 6582
Email: [email protected]

Anti-money Laundering Compliance Officer

Chris Cheung
Tel: +86 10 8512 5353
Email: [email protected]
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 Code of Ethics & Professional Conduct | Code of ethics and professional conduct

Chief Talent Officer

Jungle Wong
Tel: +86 10 8520 7807
Email: [email protected]

National Human Resources

Jeane Chang
Tel: +86 21 6141 2968
Email: [email protected]

Media Inquiries
Lily Sheng
Tel: +86 21 6141 2692
Email: [email protected]

Renee Gao
Tel: +86 10 8520 7030
Email: [email protected]

ITS Hotline Number

Extension 1200

Policies related to topics covered in the Code of Ethics and Professional Conduct:

Codes of conduct issued by professional bodies:

• HKICPA
• CICPA
• Macau Registration of Auditors and Accountants Committee

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 Code of Ethics & Professional Conduct | Code of ethics and professional conduct

Internal policies and procedures manual

Markets and Global Network

The media guidelines is available on iNet:
iNet > Markets and Global Network > Corporate Communications and Media Affairs > Guidelines

Learning & Development

Information relating to Continuing Professional Development (CPD) is available on iNet:
iNet > Internal Client Services > Learning & Development Home > Learning Standards and Policies > > CPD

Finance
Details of Travel/Entertainment Expense Reimbursement Policy is available on iNet:
iNet > Quick Links > Firm Expense Policy > Deloitte China Travel and Expense Policy for Partners and Directors/ for
Employees

Human Resources
The Employee Handbook can be found on iNet:
iNet > Quick Links > Employee Handbook > Employment at Deloitte – Deloitte China Employee Handbook

Information Technology

The information technology policies and standards can be found on iNet:

iNet > Internal Client Services > Information Technology > IT Policy & Standards

Professional Environment Services

Details of office security and safety can be found on iNet:

iNet > Internal Client Services > Professional Environment Services > Office Security & Safety

Security & Risk

Information relating to security is available on iNet:
iNet > Internal Client Services > Security & Risk

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 Code of Ethics & Professional Conduct | Code of ethics and professional conduct

Reputation & Risk Group

Details of Deloitte’s ethics programme and the Code of Ethics and Professional Conduct can be found on iNet at:
iNet > Internal Client Services > Reputation & Risk Group > Ethics

Deloitte’s Anti-Corruption Policy can be found on iNet:

iNet > Internal Client Services > Reputation & Risk Group > Anti-Corruption

Deloitte’s Gifts and Entertainment Policy is attached in Appendix II of DPM 1550, which can be found on iNet:
iNet > Internal Client Services > Reputation & Risk Group > Anti-Corruption > Anti-Corruption Policy > Gift and
Entertainment Policy

Deloitte’s Independence Policy is contained in DPM1420, which can be found on iNet:

iNet > Internal Client Services > Reputation & Risk Group > Independence and Conflicts > Policies and Guidance

Deloitte’s Business Relationships policies are stated on iNet:

iNet > Internal Client Services > Reputation & Risk Group > Independence and Conflicts > Business Relationship

The Global Independence Monitoring System (GIMS) can be found from on iNet:
iNet > Internal Client Services > Reputation & Risk Group > Independence and Conflicts > Quick Links > GIMS

Deloitte’s policies of risk management activities can be found on iNet:

iNet > Internal Client Services > Reputation & Risk Group > Risk Management

Deloitte’s policies of Confidentiality, Privacy and social media etc, can be found on iNet:
iNet > Internal Client Services > Reputation & Risk Group > Confidentiality Program and Policies > Related Links

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 Code of Ethics & Professional Conduct | Code of ethics and professional conduct

Contact details for Deloitte China practice

Beijing Hefei Shenzhen
12/F China Life Financial Center Room 1201 Tower A 9/F China Resources Building
No. 23 Zhenzhi Road Hua Bang ICC Building 5001 Shennan Road East
Chaoyang District No.190 Qian Shan Road Shenzhen 518010, PRC
Beijing 100026, PRC Government and Cultura Tel: +86 755 8246 3255
Tel: +86 10 8520 7788 New Development District Fax: +86 755 8246 3186
Fax: +86 10 6508 8781 Hefei 230601, PRC
Tel: +86 551 6585 5927 Suzhou
Changsha Fax: +86 551 6585 5687 24/F Office Tower A, Building 58
20/F Tower 3, HC International Plaza No. Suzhou Center
109 Furong Road North Hong Kong 58 Su Xiu Road, Industrial Park
Kaifu District 35/F One Pacific Place Suzhou 215021, PRC
Changsha 410008, PRC 88 Queensway Tel: +86 512 6289 1238
Tel: +86 731 8522 8790 Hong Kong Fax: +86 512 6762 3338 / 3318
Fax: +86 731 8522 8230 Tel: +852 2852 1600
Fax: +852 2541 1911 Tianjin
Chengdu 45/F Metropolitan Tower 183
17/F China Overseas Jinan Nanjing Road
International Center Block F Units 2802-2804, 28/F Heping District
No.365 Jiaozi Avenue China Overseas Plaza Office Tianjin 300051, PRC
Chengdu 610041, PRC No. 6636, 2nd Ring South Road Tel: +86 22 2320 6688
Tel: +86 28 6789 8188 Shizhong District Fax: +86 22 8312 6099
Fax: +86 28 6317 3500 Jinan 250000, PRC
Tel: +86 531 8973 5800 Wuhan
Chongqing Fax: +86 531 8973 5811 Unit 1, 49/F
43/F World Financial Center New World International Trade Tower
188 Minzu Road Macau 568 Jianshe Avenue
Yuzhong District 19/F The Macau Square Apartment H-N Wuhan 430000, PRC
Chongqing 400010, PRC 43-53A Av. do Infante D. Henrique Tel: +86 27 8526 6618
Tel: +86 23 8823 1888 Macau Fax: +86 27 8526 7032
Fax: +86 23 8857 0978 Tel: +853 2871 2998
Fax: +853 2871 3033 Xiamen
Dalian Unit E, 26/F International Plaza
15/F Senmao Building 147 Zhongshan Road Mongolia 8 Lujiang Road, Siming District
Dalian 116011, PRC 15/F, ICC Tower, Jamiyan-Gun Street Xiamen 361001, PRC
Tel: +86 411 8371 2888 1st Khoroo, Sukhbaatar District, 14240- Tel: +86 592 2107 298
Fax: +86 411 8360 3297 0025 Ulaanbaatar, Mongolia Fax: +86 592 2107 259
Tel: +976 7010 0450
Guangzhou Fax: +976 7013 0450 Xi’an
26/F Yuexiu Financial Tower Room 5104A, 51F Block A
28 Pearl River East Road Nanjing Greenland Center
Guangzhou 510623, PRC 6/F Asia Pacific Tower 2 Hanzhong Road 9 Jinye Road, High-tech Zone
Tel: +86 20 8396 9228 Xinjiekou Square Xi'an 710065, PRC
Fax: +86 20 3888 0121 Nanjing 210005, PRC Tel: +86 29 8114 0201
Tel: +86 25 5790 8880 Fax: +86 29 8114 0205
Hangzhou Fax: +86 25 8691 8776
Room 1206-1210 Zhengzhou
East Building, Central Plaza Shanghai Unit 5A10, Block 8, Kineer Center
No.9 Feiyunjiang Road 30/F Bund Center No.51 Jinshui East Road
Shangcheng District 222 Yan An Road East Zhengzhou 450000, PRC
Hangzhou 310008, PRC Shanghai 200002, PRC Tel: +86 371 8897 3700
Tel: +86 571 8972 7688 Tel: +86 21 6141 8888 Fax: +86 371 8897 3710
Fax: +86 571 8779 7915 / 8779 7916 Fax: +86 21 6335 0003
Sanya
Harbin Shenyang
Room 1618, Development Zone Mansion Unit 3605-3606, Forum 66 Office Tower
Floor 16, LanHai Plaza
368 Changjiang Road 1 No. 1-1 Qingnian Avenue (Sanya Huaxia Insurance Center)
Nangang District Harbin 150090, PRC Shenhe District Shenyang 110063, PRC No. 279, Xinfeng street
Tel: +86 451 8586 0060 Tel: +86 24 6785 4068 Jiyang District
Fax: +86 451 8586 0056 Fax: +86 24 6785 4067 Sanya 572099, PRC
Tel: +86 898 8861 5558
Fax: +86 898 8861 0723

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 Code of Ethics & Professional Conduct | Code of ethics and professional conduct

About Deloitte
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (“DTTL”), its
global network of member firms, and their related entities. DTTL (also referred to as
“Deloitte Global”) and each of its member firms and their affiliated entities are
legally separate and independent entities. DTTL does not provide services to clients.
Please see www.deloitte.com/about to learn more.

Deloitte Asia Pacific Limited is a company limited by guarantee and a member firm
of DTTL. Members of Deloitte Asia Pacific Limited and their related entities, each of
which are separate and independent legal entities, provide services from more than
100 cities across the region, including Auckland, Bangkok, Beijing, Hanoi, Hong Kong,
Jakarta, Kuala Lumpur, Manila, Melbourne, Osaka, Shanghai, Singapore, Sydney,
Taipei and Tokyo.

The Deloitte brand entered the China market in 1917 with the opening of an office in
Shanghai. Today, Deloitte China delivers a comprehensive range of audit &
assurance, consulting, financial advisory, risk advisory and tax services to local,
multinational and growth enterprise clients in China. Deloitte China has also made—
and continues to make—substantial contributions to the development of China's
accounting standards, taxation system and professional expertise. Deloitte China is a
locally incorporated professional services organization, owned by its partners in
China. To learn more about how Deloitte makes an Impact that Matters in China,
please connect with our social media platforms at www2.deloitte.com/cn/en/social-
media.

This communication contains general information only, and none of Deloitte Touche
Tohmatsu Limited, its member firms, or their related entities (collectively the
“Deloitte Network”) is by means of this communication, rendering professional
advice or services. Before making any decision or taking any action that may affect
your finances or your business, you should consult a qualified professional adviser.
No entity in the Deloitte Network shall be responsible for any loss whatsoever
sustained by any person who relies on this communication.
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© 2020. For information, please contact Deloitte China.