1. Purpose and Scope of Application

To maintain sustainable cooperation between PingCAP and its Partners and comply with the applicable compliance standards and ethical requirements, this PingCAP Partner Code of Conduct (hereinafter referred to as the “Code of Conduct”) is hereby issued.
This Code of Conduct applies to all PingCAP’s Partners and their employees, temporary contractors, agents, resellers and distributors, etc. A PingCAP Partner means a party who promotes PingCAP’s products and/or services and a party who provides products and/or services to PingCAP. PingCAP expects all PingCAP Partners to: 1) be familiar with and abide by applicable laws; 2) maintain high standards of business ethics; 3) grow together with PingCAP.

2. Legal Compliance

2.1 General Legal Compliance

PingCAP Partners shall operate in a law-abiding manner, comply with applicable (i) laws and regulations of the place of registration and business location and (ii) international laws and rules so as to avoid any non-compliance issues affecting the cooperation with PingCAP.

2.2 Labor Protection

PingCAP Partners shall create a healthy, dignified and fair working environment for their employees, while ensuring that the employees are not discriminated against or threatened based on factors such as skin color, race, gender, religion, political affiliation, etc.

2.3 Government Customers

PingCAP Partners shall comply with applicable government procurement and bidding laws in dealing with governments, public agencies or government-owned enterprises.

2.4 Marketing and Advertising Media

In the process of marketing and promotion, PingCAP Partners shall not make false statements or exaggerate the functions of a product or disclose the cooperation with PingCAP to the media without PingCAP’s consent.

Partners shall not make false explanations or misrepresentations to anyone in their business dealings.

2.5 Anti-Bribery

For the purpose of obtaining, retaining business, or attempting to improperly influence the decision-making of decision-makers, PingCAP Partners shall not directly or indirectly give, promise or accept bribes to government officials, political parties, other business entities, etc., such as out-of-standard and inappropriate gifts, business entertainment, and employment opportunities. Bribes are not permitted through PingCAP employees or third parties.

2.6 Anti-Unfaire Competition

Any PingCAP Partner shall not engage in unfair competition alone or in collaboration with other PingCAP Partners. Prohibited behaviors include but are not limited to: collusive bidding, bundling and other acts that infringe upon the rights and interests of end users.

2.7 Network Security

PingCAP Partners shall strictly abide by the laws and regulations of the country where they are located regarding network security and personal data protection, and shall not infringe the freedom of communication and privacy rights of end users.

2.8 Export Control

PingCAP Partners shall strictly abide by applicable laws and regulations to export control in the United States and  their country, and strictly abide by the export control obligations passed on by PingCAP.

3. Fair Business Practices

3.1 Provide Truthful Information

PingCAP Partners shall ensure that all materials provided to PingCAP are true, legitimate and valid. If the materials involve third-party confidential information, PingCAP Partners guarantee that they have been authorized by the third party. In addition, PingCAP Partners must ensure that all information provided to PingCAP, including but not limited to orders, sales reports, special offers, rebates, payment applications, changes to important company matters, etc., are true, accurate and complete.

3.2 Prohibition of Income Fraud

PingCAP Partners are prohibited from assisting PingCAP employees in confirming false income, confirming income in advance, and deliberately delaying income confirmation by means of false projects, inflated customer demands, dual contracts, false receipt forms or false acceptance forms. PingCAP Partners are prohibited from falsifying PingCAP company seals and official documents in any form.

3.3 Lawful Acquisition and Use of Competitive Information

PingCAP Partners shall not obtain and use the trade secrets or other confidential information of others in any unlawful or unethical manner, including but not limited to inappropriately collecting or receiving their own or third-party confidential information from customers or employees of competitors .

3.4 Cooperation with Audit Requested by PingCAP

PingCAP Partners shall not conceal any information that may affect the interests of PingCAP. In order to ensure that PingCAP Partners strictly abide by this Code of Conduct, PingCAP Partners shall cooperate with the audit requested by PingCAP.

3.5 Channel Policy and Distribution System Compliance

To the extent permitted by local laws, PingCAP Partners shall strictly abide by PingCAP’s channel policies, including but not limited to policies and regulations such as channel management, channel incentives, and distribution systems, and agree with PingCAP’s unilateral right to formulate and interpret the aforementioned policies and regulations.

3.6 Prohibition of Unauthorized Promise

PingCAP Partners shall not unauthorizedly promise matters to end users or any third party. At the same time, if PingCAP Partners realize that any PingCAP employee has made unauthorized promises to them, they shall directly refuse and report to PingCAP.

Any loss caused by PingCAP Partners’ unauthorized commitment or failure to refuse the unauthorized commitment of PingCAP employees shall be independently borne by the PingCAP Partners; for such losses caused to PingCAP company, the PingCAP Partners or PingCAP employees who made such unauthorized commitment shall compensate PingCAP.

To effectively prevent unauthorized commitments, PingCAP Partners shall know and accept: PingCAP will not perform any terms other than those of the agreement/order signed by both parties.

During the project bidding process, even if PingCAP promises to take joint and several liability to the authorized PingCAP Partners in the manufacturer’s authorization letter, PingCAP only assumes product liability for the products it provides according to the agreement with such PingCAP Partners, and all other liabilities shall be borne by such PingCAP Partners.

3.7 Prohibition of Defamation

PingCAP Partners shall manage in a good faith and shall not defame or slander PingCAP’s goodwill or the goodwill of competitors. PingCAP Partners are prohibited from making false or misleading statements about competitors or their products or services.

3.8 Prohibition of Bribing PingCAP Employees

PingCAP Partners shall not bribe or convey improper benefits, including but not limited to cash, negotiable securities and payment vouchers, to PingCAP employees in an attempt to obtain improper benefits, maintain cooperation with PingCAP, etc., and shall not give PingCAP employees inappropriate business etiquette or gifts, including but not limited to valuables, high-value gifts, travel, high-standard reception, etc. When judging whether a business etiquette or gift is appropriate, it shall be considered whether such business etiquette or gift will cause embarrassment to the party concerned if the etiquette or gift is known to the public other than the party concerned.

This provision also applies to family members and relatives of PingCAP employees.

3.9 Prohibition of Related-Party Transactions

PingCAP Partners are not allowed to make PingCAP employees and their families holding any of their shares. If PingCAP’s current employees or their close relatives are working for PingCAP Partners, or serve as their employee, consultant, director, executive or shareholder, etc., the PingCAP Partners shall promptly report to PingCAP.

If PingCAP Partners have a legal relationship with a client’s shareholders, directors, general managers, other key decision-makers, or relatives of the above-mentioned personnel, the PingCAP Partners shall refrain from PingCAP’s projects involving the client.

3.10 Intellectual Property and Confidential Information

PingCAP Partners shall respect PingCAP’s intellectual property rights and shall not disclose confidential information obtained in the ordinary course of dealings with PingCAP without permission.

4. Compliance Management

4.1 Implementation of Compliance Management

PingCAP encourages PingCAP Partners to implement their own compliance management to ensure their compliance with local laws, conduct fair business practices, and comply with PingCAP policies.

4.2 Passing PingCAP Guidelines

PingCAP Partners shall pass this Code of Conduct to next-level partners, or implement similar normative documents that are not lower than the standards of this Code of Conduct.

4.3 Employee Management

PingCAP Partners shall strictly manage their employees, abide by the business code of conduct formulated by the PingCAP Partners, and urge employees to abide by this Code of Conduct at the same time.

5. Others

5.1 Consequences for Violating this Code of Conduct

Any PingCAP Partners violating any of this Code of Conduct will affect the preferential policies they may enjoy, or lead to termination of any cooperation by PingCAP. At the same time, PingCAP reserves the right to pursue all the losses caused to PingCAP due to violation of this Code of Conduct by PingCAP Partners.

5.2 Modification and Reversion

In order to make PingCAP Partners and more potential partners aware of this Code of Conduct, PingCAP will publish it on its official website. At the same time, PingCAP reserves the right to make further supplements and revisions at any time and you agree to be subject to the updated version on the website.

5.3 Complaint

If PingCAP Partners have any questions about this Code of Conduct, or find any violation of this Code of Conduct based on good faith and reasonable suspicion, please send feedback to compliance@pingcap.com. In order to protect the interests of PingCAP Partners, please report the above-mentioned questions or suspicious behaviors in real names. PingCAP only conducts investigations on reported cases with their real names.

5.4 PingCAP Commitments and Reminders

PingCAP promises to keep the personal information of real-name whistleblowers strictly confidential, effectively protect the legal rights of real-name whistleblowers, and strictly forbid for anyone to directly or indirectly discriminate, make things difficult, suppress or retaliate against real-name whistleblowers.

PingCAP reminds real-name whistleblowers to ensure the authenticity and accuracy of the feedback information, and if necessary, please assist PingCAP in the internal investigation and verification of your feedback. If the feedback is clearly misleading and malicious, it may result in immediate termination of PingCAP’s cooperation with you.

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