Code of Conduct and Compliance

1. Purpose and scope

This Code sets out how Dgreen Technology Solutions Joint Stock Company ("Dgreen") does business. It applies to all employees, Board members, managers and contractors of Dgreen. We expect our suppliers, subcontractors, agents and other partners to meet the same standards.

2. Integrity and compliance with law

We obey the laws of Vietnam and any other laws that apply to our work. Where the law and this Code differ, the stricter rule applies. If in doubt, ask your manager or the compliance contact before acting.

3. Anti-corruption

We would rather lose a contract than win it improperly. No one may, directly or through a third party, offer, promise, pay, request or accept anything of value to improperly influence or reward a decision, whether the other side is a public official, an employee of a state-owned enterprise or a private person. "Anything of value" includes money, gifts, hospitality, travel, discounts, loans, jobs and benefits for relatives. Small unofficial payments to speed up routine steps such as permits or inspections are also prohibited. The only exception is a payment demanded under threat to life or health, which must be reported to management at once.

3.1 Gifts and hospitality

Gifts and hospitality must be modest, occasional, open and never meant to influence a decision. No cash or cash equivalents, and nothing for anyone deciding a pending tender, permit or inspection concerning Dgreen. Anything beyond modest value, given or received, needs prior approval from management and an entry in the gifts register; unexpected gifts above that value are returned or handed to the company. Gifts to public officials must also meet the rules that bind them, including at Tết and other holidays.

3.2 Donations and sponsorships

Donations and sponsorships need prior approval from management, are paid only by bank transfer to a legitimate organization's own account, and are recorded. They are never used to win business or to disguise a payment. Donations to political or socio-political organizations follow the same rules and are never made to influence a decision.

3.3 Third parties and intermediaries

We can be liable for improper payments made by agents or partners acting for us, so we carry out risk-based due diligence on ownership, reputation and links to public officials; pay fees that match the work, only by bank transfer to the partner's own account; include anti-corruption, audit and termination clauses in contracts; and act on red flags such as cash requests, unusual commissions or vague invoices.

3.4 Training and oversight

Staff are trained on these rules when they join and regularly after that, with extra training for sales, procurement and public-sector roles. The Board of Directors and management own these rules, lead by example and review them at least once a year.

4. Conflicts of interest

Make decisions in Dgreen's interest, not for personal gain. Tell your manager in writing about any interest that could affect your judgment, such as a relative at a customer or supplier, a stake in a competitor, or outside work. Stay out of the decision until the conflict has been reviewed. Board members and shareholders disclose their interests to the Board of Directors, and transactions with related persons follow the approval rules of the Law on Enterprises.

5. Confidentiality and data protection

Protect the confidential information of Dgreen, our customers and partners, and share it only on a need-to-know basis. Handle personal data and payment data under our Privacy Policy and the law. Never copy card data or driver data outside approved systems. Never collect, hold or route payment funds from drivers, riders or operators through Dgreen or personal accounts; payments go only through the operator's acquiring bank or a licensed provider.

6. Accurate books and records

Record every transaction fully, accurately and on time, with supporting documents. Off-the-books funds, false invoices and misleading entries are prohibited. Cooperate fully with auditors and inspections.

7. Fair competition

Compete on quality and price. Do not agree with competitors on prices, bids or market sharing, and do not exchange competitively sensitive information with them. In tenders, follow the procuring entity's rules and the law on bidding.

8. Sanctions and trade restrictions

Comply with the sanctions, export control and customs rules that apply to us and our partners. Do not deal with sanctioned persons, and do not route goods, software or payments to get around these rules. Check new partners and shipments before committing.

9. Safety in electrical and site work

Installing and maintaining charging and battery-swap equipment involves high voltage. Only trained, qualified people may do electrical work. Follow site rules and lock-out procedures, and wear the required protective equipment. Stop work if conditions are unsafe, and report every incident and near miss.

10. Environment

Cut waste and energy use in our work. Dispose of electronic waste, batteries and packaging through licensed channels, and follow environmental rules at customer sites.

11. Respectful workplace

Treat everyone with respect. We do not tolerate discrimination, bullying or harassment of any kind, including sexual harassment. Hiring, pay and promotion are based on merit. We do not use forced or child labor.

12. Speaking up

If you see or suspect a breach of this Code or the law, tell your manager or contact management directly. This includes any request for an improper payment. Reports may be anonymous. No one will be penalized for refusing to make an improper payment, even if Dgreen loses business. Every report is looked into fairly and kept confidential as far as possible. Retaliation against anyone who reports in good faith is prohibited and is itself a breach of this Code.

13. Consequences of breach

A breach may lead to disciplinary action up to dismissal under labor law and our internal labor rules, or to termination of a contractor's or partner's contract. Breaches of section 3 are serious misconduct and may be reported to the authorities; individuals may face criminal prosecution under Vietnamese law.