Code of Conduct

At CITIC, we are committed to upholding “The CITIC Spirit 中信風格” which is the cornerstone of our corporate culture, and also the fundamental code of the Company for guiding the business practice and conduct of our people:

• Compliance 遵紀守法
• Integrity 作風正派
• Earnest 實事求是
• Innovation 開拓創新
• Modesty 謙虛謹慎
• Cooperation 團結互助
• Diligence 勤勉奮發
• Effectiveness 雷厲風行

Under the CITIC Spirit, we consider an ethical corporate culture and employees’ honesty and integrity to be important assets. We endeavour to comply with the laws and regulations of the countries and regions in which we operate, and all directors and employees are required to act responsibly to ensure that the reputation of the Company is not tarnished. To uphold a high standard of integrity in all aspects of our daily business activities, the Company has adopted a code of conduct which has defined a set of ethical standards for our employees. All employees are required to strictly comply with all applicable laws and regulations and the aforementioned code of conduct, to protect the goodwill and reputation of the Company and to ensure that the interest of the Company is not compromised. In 2015, we have conducted training sessions regarding to the code of conduct and anti-corruption for the purpose of ensuring all new and existing employees fully understand the code of conduct and major applicable laws and regulations. Management and responsible person of our Group members are required to periodically report any breach of the code of conduct. Non-compliance would result in disciplinary action, which ranges from a reprimand, payment of a fine, demotion or dismissal. No breaches of the code of conduct were material to the Group’s financial statements or overall operation. The Company would continue to develop our internal control system and provide appropriate training to our staff to foster a culture consistent with our CITIC Spirit.

Whistle-blowing policy

CITIC Limited considers the whistle-blowing channel a useful means of identifying possible misconduct or fraud risks of the operation or function by encouraging employees to raise concerns in good faith. The audit and risk management committee is responsible for ensuring that proper arrangements are in place to facilitate employees reporting on whistle-blowing matters, and that proper follow-up actions are taken. Meanwhile, the Company has established the whistle-blowing policy in order to further enhance the governance processes of the Company and its business units, and to prevent inappropriate conduct from harming the interest of the Company and its shareholders. For year 2015, there was a total of 67 cases of whistle-blowing. All cases were considered and internal investigations were made where appropriate. Appropriate remedial actions were also taken if required, after internal investigation. The Company strives to act responsively on any reported misconduct, malpractices or irregularities, in particular where the complaints relate to corruption or bribery.

Inside information/price sensitive information disclosure policy

The Company has adopted an inside information/price sensitive information disclosure policy setting out the practices and procedures for monitoring business and corporate developments and events so that any potential inside information/price sensitive information is promptly identified and relayed to the board to enable it to make timely decisions on disclosure, if necessary, and for taking appropriate measures to preserve confidentiality of inside information/price sensitive information until proper dissemination of the inside information/price sensitive information via the electronic publication system operated by the Stock Exchange.

Good employment practices

In Hong Kong, the Company has broadly followed the guide to good employment practices issued by the Employers’ Federation of Hong Kong to ensure legally compliant, non-discriminatory and professional employment practices are implemented.

Directors’ and relevant employees’ securities transactions

The Company has adopted the model code for securities transactions by directors of listed companies (“Model Code”) contained in Appendix 10 to the Listing Rules. All directors confirmed that they have complied with the required standard set out in the Model Code throughout 2015. The interests held by individual directors in the Company’s securities as at 31 December 2015 are set out in the Report of the Directors.

In addition to the requirements set out in the Company’s code of conduct, the joint company secretaries regularly write to executive management and other relevant employees who are privy to unpublished inside information/price sensitive information, as reminders of their responsibility to comply with the provisions of the Model Code and keep the matter confidential until announced. They are also specifically reminded not to engage in any insider dealings as stipulated under Section 270 of the Securities and Futures Ordinance.