One. Purpose And Scope Of Application

In order to ensure the sustainable and healthy development and virtuous circle of TOTIWO and its partners, and establish compliance standards and ethical requirements that are compatible with the business, TOTIWO’s China regional corporate business "Partner Code of Conduct" (hereinafter referred to as "behavior" Guidelines"). This Code of Conduct applies to all partners, employees, temporary employees, agents and subcontractors of Shenzhen TOTIWO Technology Co., Ltd. and its subsidiaries and affiliates (hereinafter collectively referred to as "TOTIWO Company"). TOTIWO partner refers to any party that sells TOTIWO products and any party that provides products or services to TOTIWO. TOTIWO expects its partners to:

(1) Familiar with and abide by the law;

(2) Maintain high standards of business ethics;

(3) Grow together with TOTIWO company.

Two、Compliance With The Law

(1) General legal compliance Partners should operate in compliance with the law, comply with applicable laws and regulations in the place of registration and business location, and comply with applicable international laws and rules to ensure that legal compliance issues will not affect the cooperation with TOTIWO.

(2) Government customers Partners should note that they need to comply with applicable government procurement and bidding laws when conducting transactions with governments, public institutions or state-owned enterprises.

(3) Marketing promotion and advertising media During the process of marketing promotion, partners shall not make false statements or exaggerate the function of a certain product, and shall not disclose to the media the status of cooperation projects with TOTIWO company without the consent of TOTIWO company. Partners shall not make misstatements or misrepresentations to anyone in their external business dealings.

(4) Anti-commercial bribery partners shall not directly or indirectly give or promise to give bribes or accept bribes to government officials, political parties and other commercial entities for the purpose of obtaining or retaining business or attempting to improperly influence the decision-makers’ decisions, including Do not provide any over-standard or inappropriate gifts, business entertainment, employment opportunities, etc. to obtain improper or illegal benefits. No bribery is allowed through TOTIWO employees or third parties.

Three.Fair Business Practices

(1) Provide information truthfully. Partners must ensure that all materials provided to TOTIWO are true, legal, and effective; if the materials involve third-party confidential information, partners must ensure that they have obtained the authorization of the third party. Partners must also ensure that all the information they provide to TOTIWO, including but not limited to orders, sales reports, special offer applications, rebates, payment applications, changes to important company matters, etc., are true, accurate and complete.

(2) Prohibition of income fraud. Partners are prohibited from assisting TOTIWO employees in confirming false income, confirming income in advance, and deliberately delaying the confirmation of income through false projects, inflated customer needs, Yin-Yang contracts, and providing false receipts, false acceptance forms, etc. Partners are prohibited from forging TOTIWO company seals and official correspondence in any form.

(3) Cooperate with TOTIWO audit. Partners must not conceal any information that may affect TOTIWO’s interests. In order to ensure that partners strictly abide by this Code of Conduct, partners need to cooperate with TOTIWO’s audit.

(4) Compliance with channel policies and supply routes To the extent permitted by local laws, partners should strictly abide by TOTIWO’s channel policies, including but not limited to policies and regulations such as channel management, channel incentives, and supply routes, and agree with TOTIWO The company has the right to unilaterally formulate and finalize the aforementioned policies and regulations.

(5) It is forbidden to make ultra vires promises. Partners shall not promise to end users or any third parties unauthorized matters. At the same time, if the partners find that any TOTIWO employees make ultra vires promises to them, they shall directly refuse and report to TOTIWO. Report. Any loss caused by a partner’s ultra vires promise or failure to refuse TOTIWO’s employee’s private ultra vires promise shall be borne by the partner independently; if any loss is caused to TOTIWO, the partner and TOTIWO’s employees who have committed ultra vires shall compensate TOTIWO. In order to effectively prevent ultra vires commitments, partners should know and accept that TOTIWO will not perform any terms other than the content of the agreement/order signed by both parties. In the process of project bidding, even if TOTIWO promises to assume joint and several liability to the authorized partner in the manufacturer’s authorization letter, TOTIWO only assumes product responsibility for the products provided by the partner according to the agreement with the partner, and all other responsibilities shall be borne by the partner To bear.

(6) Defamation is prohibited. Partners should adhere to the principle of good faith management, and must not slander or slander the goodwill of TOTIWO company, and at the same time must not slander or slander the goodwill of competitors. Partners are prohibited from making false or misleading statements about competitors or their products and services.

(7) Prohibition of bribery of TOTIWO employees and partners shall not bribe or convey improper benefits to TOTIWO employees in an attempt to obtain improper benefits, maintain cooperation with TOTIWO, etc., including but not limited to cash, marketable securities and payment vouchers, etc., and it is forbidden to give TOTIWO employees inappropriate business etiquette or gifts, including but not limited to valuables, high-value cultural gifts, tourism, high-standard reception, etc. To determine whether a certain commercial etiquette or gift is appropriate, one should consider whether the etiquette or gift will cause embarrassment to the party if it is known to the public other than the party concerned. This provision also applies to family members and relatives of TOTIWO employees.

(8) Avoid conflicts of interest relationships For the common interests of partners and TOTIWO, to maintain a transparent, fair and just business environment and market order, partners should avoid conflicts of interest relationships. If an employee with a conflict of interest is working for a partner, the partner should report to TOTIWO in a timely manner.

(9) Intellectual Property and Confidential Information Partners shall respect TOTIWO’s intellectual property rights, and at the same time, shall not disclose confidential information obtained during normal transactions with TOTIWO without permission.

Four. Compliance Management

(1) Establish a compliance system TOTIWO encourages partners to establish their own compliance management system to ensure that partners better comply with local laws, perform legitimate business practices, and comply with TOTIWO's policies.

(2) Pass the TOTIWO Code. Partners should pass this Code of Conduct to the next level of partners, or formulate similar normative documents that are not lower than the standards of this Code of Conduct.

(3) Strictly restrain employees. Partners should strictly restrain their employees, abide by the business code of conduct established by the partners, and urge employees to comply with this Code of Conduct at the same time.
To

Fives.Concluding Remarks

(1) Consequences of violation of the code Any partner who violates any of the above code of conduct will affect the incentive plan they may enjoy, or the cooperation will be directly terminated by TOTIWO. At the same time, TOTIWO company reserves the right to pursue all losses caused to TOTIWO company due to violation of this Code of Conduct from its partners.

(2) TOTIWO promises and reminds TOTIWO to solemnly promise that TOTIWO will keep the personal information of real-name whistleblowers strictly confidential, and effectively protect the legal rights of real-name whistleblowers, and strictly prohibit any direct or indirect discrimination and make things difficult for real-name whistleblowers. , Suppress or retaliate. TOTIWO reminds real-name reporters to ensure the authenticity and accuracy of the feedback information. If necessary, please assist TOTIWO to conduct internal investigations and verifications of your feedback. If the feedback information is obviously misleading malicious defamation, it may cause TOTIWO to immediately terminate the cooperation with you.