Shenzhen Sam Steel Exports has rich experience in the field of Hydraulic parts, Cylinder, Tubular Stainless Steel manufacturing, such as Honed Tube, Chrome Plated Rods (Piston Rods), Seamless Tube, Stainless Steel Pipes, Hydraulic Cylinder, Pneumatic Cylinder, Pumps and so on..¿½ We offer a wide range of sizes to fulfill diverse customer needs, our quality product, cost effective, personalized customer services lead us to achieve good reputation in both domestic and abroad market, Today our company has reached new heights in the exporters of the steel products, can best meet the environment and demand of your particular application.¿½ Highest Quality Lowest Pricing We are China based exporter of¿½standard Hydraulic Cylinders, Hydraulic Power Units, distribute Hydraulic Motors among many other products. Serving the mobile equipment industry and our manufacturing operations are certified to the ISO TS16949 standard...
This Code of Business Conduct and Ethics (the “Code”) applies to all employees,
directors and officers (each an “Employee” and collectively, the “Employees”) of Shenzhen
Sam Steel Export Ltd. and its subsidiaries (collectively, for purposes of this Code, the
“Company”). The purpose of this Code is to provide written standards designed to:
• Promote honest and ethical conduct;
• Promote full, fair, accurate, timely, and understandable disclosure in financial reports;
• Promote compliance with applicable governmental rules and regulations;
• Promote prompt internal reporting of violations of the Code and accountability for
adherence to the Code;
• Promote clear and objective standards for compliance of the Code;
• Deter wrongdoing.
The Code is an expression of our core values and represents a framework for decision-making.
To this end, Employees are responsible for understanding the Code and acting in accordance
with it. The Code cannot and is not intended to cover every applicable law, rule or regulation, or
provide answers to all questions that may arise; for that, we must ultimately rely on each
Employee’s good sense of what is right, including a sense of when it is proper to seek guidance
from others with respect to the appropriate course of conduct.
II. Enforcement of the Code
The Company is responsible for enforcing this Code. To assist the Company, all
Employees are required to promptly report any conduct that they reasonably believe to be illegal
or inappropriate under this Code. The Human Resource and Legal Departments are available to
answer any questions about the Code or Company compliance policies, or to discuss any
concerns you may have about a possible Code violation.
The Company’s officers and directors shall promptly report any known or suspected
violations of the Code to the Chairman of the Company’s Audit Committee. All other
employees should feel free to speak with supervisors, managers or other appropriate personnel
about known or suspected violations of the Code.
Anyone interested in communicating a concern anonymously may utilize the Steel
SHENZHEN SAM STEEL EXPORT LTD
Code of Business Conduct and Ethics
All reports and inquiries will be handled confidentially to the greatest extent possible
under the circumstances. The Company expressly prohibits any retaliation or punishment for
good faith reporting of suspected unethical or illegal conduct or for coming forward to alert the
Company of any questionable situation. Any Employee who participates in any retaliation will
be subject to disciplinary action, up to and including termination of employment or service.
III. Accountability under the Code
The Company takes this Code very seriously. Compliance with the Code shall be a
condition of continued employment and service with the Company. In the event of a violation of
this Code or other Company policy, individuals may be subject to disciplinary action up to and
including termination of employment or service with the Company.
IV. Compliance with Laws, Rules and Regulations
We all must obey the federal, state and local laws, rules and regulations that govern the
Company’s business conduct. This includes employment laws, securities laws, antitrust laws,
employee health and safety laws, environmental laws, and anti-bribery laws. Some of these laws
are described in more detail below.
The Company is committed to a work environment in which everyone is treated fairly
with dignity and respect. The Company’s policy is to guarantee equal employment opportunity
without discrimination or harassment on the basis of race, color, religion, age, gender, gender
identity, sexual orientation, national origin, citizenship, disability, marital status, pregnancy
(including unlawful discrimination on the basis of a legally protected pregnancy/maternity
leave), veteran status, genetic information or any other characteristic protected by law.
All relationships among persons in the workplace should be professional and free from
bias, harassment, or violence. The Company will not tolerate any discrimination, harassment,
retaliation or other forms of unprofessional behavior.
Everyone is required to become familiar with, and to comply with, all Human Resource
policies and procedures as in effect from time to time.
The Company does not tolerate insider trading. Insider trading means trading stocks or
other securities on the basis of material or important information that has not yet been made
public by the Company. It also includes sharing material non-public information with another
person so they can trade, even if you do not trade yourself. Information is “material” if its
disclosure would be likely to have an effect on the price of a security or if reasonable investors
would want to know the information when making a decision to buy, sell or hold securities.
Some examples of material, non-public information would include the following if not otherwise
• Financial results
• Business conditions or strategies
• Projections of future earnings or losses
• News of a pending or proposed merger
• Impending bankruptcy or financial liquidity problems
• Gain or loss of a substantial customer or supplier
• New product announcements of a significant nature
• Significant pricing changes
• Events related to the Company’s securities (i.e. share repurchase program)
Individuals who have access to confidential information are not permitted to use or share
that information for securities trading purposes or for any other purpose except the conduct of
the Company’s business. All non-public information about the Company should be considered
There are laws, both in the United States and abroad, that seek to promote free and fair
competition among companies as well as to protect consumers. In the United States, the laws are
generally referred to as “antitrust” laws.” Generally speaking, antitrust laws may prohibit the
• Price Fixing. Company A and Company B agree that they will not sell their competing
products below a certain price.
• Allocating Customers. Company A and Company B agree that Company A will sell only
to customers east of the Mississippi and Company B will sell only to customers west of
• Group Boycotts. Company A and Company B agree that they will not purchase metal
that they use to manufacture their products from Steel Company C.
• Resale Price Maintenance. Company A and Customer B agree what price Customer B
will re-sell Company A’s product.
All Employees should be careful when communicating with a competitor as an agreement
between competitors may be formed through even general or informal understandings. Indeed,
illegal agreements are often proved through evidence of small talk, casual discussions and other
“harmless” exchanges of business information. Employees should avoid these discussions,
whether they occur in a large, formal group or in a social setting following a trade association or
similar meeting. If a competitor raises a competitively sensitive topic or any other matter that
you believe might violate the antitrust laws you should immediately and firmly decline to discuss
it and inform the Company’s General Counsel as soon as possible.
Competition laws are complex and all Employees are encouraged to contact the Legal
Department with any questions or concerns that they may have.
Employee Health and Safety Laws
The Company is committed to providing a healthy and safe work environment. To that
end, the Company’s policy is to comply fully with all federal, state and local health and safety
laws, rules and regulations. It is everyone’s responsibility to prevent accidents by maintaining a
safe work environment and following safe work procedures and practices.
The Company has a commitment to its employees, customers and the community to
provide a drug and alcohol-free working environment. It is Company policy to forbid the
possession and use of illegal drugs or alcohol by anyone while engaged on Company business or
in the workplace. The responsible use of alcohol at social events is not prohibited provided it
does not affect an individual’s work or interpersonal relationships.
The Company prohibits any Employee to be in possession of a weapon, explosives or
firearm while on Company property or at a client’s premises.
The Company prohibits Employees from offering, giving, requesting or receiving a
financial or other benefit from any person or entity in return for obtaining or granting preferential
treatment in some way. In addition, many countries have very strong anti-corruption laws which
prohibit both public and private sector bribery. For example, in the United States it is illegal to
make, or offer to make, payments or promises to a foreign official if the purpose of the payment
or promise is to obtain or retain business or to direct business to any other person. In other
countries, it is illegal to request or accept a personal benefit or a benefit for a third person as a
condition for exerting influence on a private business activity. The following are examples of
• Accepting a payment from a vendor in exchange for directing business to the vendor.
• Offering a foreign official a trip to the United States in exchange for securing a
Business gifts, favors and entertainment are generally acceptable as long as they are: (i)
not requested or solicited; (ii) non-monetary in nature; (iii) infrequent; and (iv) nominal in value.
For more information, please see the Company’s policy on Gifts and Entertainment.
It is the Company’s policy to develop, implement and maintain environmentally
responsible business practices. Accordingly, Employees are required to strictly obey all
environmental laws and Company policies related to protecting the environment. For example,
Employees must ensure that operations within their control meet the requirements of applicable
environmental permits. Employees must also report to management any known or potential
violations of any environmental permits or regulations, including, but not limited to, any spills,
leaks or other unauthorized discharges.
V. Conflict of Interest
Employees should make decisions and act in the best interest of the Company rather than
for personal gain. Conflicts of interests can arise when activities outside of work, ownership
interests in other companies or personal relationships interfere with – or appear to interfere with
– an Employee’s ability to do his or her jobs or to make unbiased decisions on behalf of the
Company. The following are examples of a conflict of interest:
• An employee’s son is hired by a vendor in exchange for the employee directing business
to the vendor.
• An employee starts a company that provides similar services to similar clients as those of
• An employee conducts business on behalf of the Company with immediate family
• A manager provides paid consulting services on the weekend to a company customer or
No Employee shall transact business in any way with a Related Party without approval of the
Legal Department. For purposes of this Code, “Related Party” is defined as (i) a member of the
Employee’s family, (ii) a business entity owned or controlled by the Employee or a member of
the Employee’s family, or (iii) a business entity for which a member of the Employee’s family
works where the family member could derive a direct or indirect financial benefit from the
transaction in question.
VI. Corporate Opportunities
Employees owe the Company a duty to advance the Company’s business interests. As a
result, Employees are prohibited from taking personal advantage of certain business
opportunities in which the Company may be interested. This “corporate opportunity doctrine” is
complicated and it is not possible to clearly define all of the business opportunities which belong
or could be of interest to the Company and what business opportunities may be taken advantage
of personally by Employees. However, the most common types of situations falling within this
corporate opportunity doctrine prohibit individuals from:
• Personally taking advantage of any business opportunity that typically would be pursued
by, or would be of interest to, the Company.
• Personally taking advantage of any other business opportunity that the Company may
want to take advantage of if the opportunity is discovered using Company property,
business contacts or information.
• Competing with or otherwise disadvantaging the Company.
Nothing in this Code is intended to supersede the provisions of Steel Partners Holdings Amended
and Restated Agreement of Limited Partnership (as the same may be amended from time to
time) relating to the management of the Company, including those governing conflicts of
VII. Confidentiality and Document Retention
In carrying out the Company’s business, Employees often learn confidential or
proprietary information about the Company, its customers, clients, suppliers or joint venture
parties. Employees must maintain the confidentiality of all information entrusted to them at all
times, except when disclosure is authorized or legally mandated. Confidential or proprietary
information of the Company, and of other companies, includes any non-public information that
would be harmful to the relevant company or useful or helpful to competitors if disclosed.
Employees should retain or discard Company records in accordance with the Company’s
record retention policies. In addition, Company legal counsel occasionally may issue notices
regarding retention of records in the case of actual or threatened litigation or investigations
(whether internal or external). Employees must abide by the directions contained in these
notices, as failure to do so could subject the Company and Employees to serious legal risks.
VIII. Fair Dealing
No Employee should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material facts or any other
unfair-dealing practice in violation of law or contractual obligations.
IX. Protection and Proper Use of Company Assets
No Employee may ever engage in fraudulent or any other dishonest conduct involving
the property or assets of the Company or any third party. All Employees shall safeguard and
make proper use of Company property and shall strive to protect Company property from loss,
damage, misuse, theft, fraud, embezzlement and destruction. These obligations cover both
tangible and intangible assets, including intellectual property, know-how, confidential or
proprietary information and information systems. Finally, the Company respects third-party
confidential information and intellectual property and utilizes it only after having properly
secured rights to its use.
The Company’s computer and network systems are important assets and should be used
for appropriate business purposes only. You should not expect privacy while using Company
technology resources. The Company reserves the right to monitor the use of technology assets to
ensure they are being used responsibly.
X. Accounting Practices
The Company’s financial records are the basis for managing its business and fulfilling its
obligations to various stakeholders. Therefore, any financial record must be materially accurate,
comply with the Company’s accounting standards as well as generally accepted accounting
standards and practices, rules, regulations and controls. No Employee shall establish any
undisclosed or unrecorded funds or assets for any purpose. No Employee shall make, or allow to
be made, false statements or entries in any financial records.
To the extent that the matters are within the scope of one’s duties, an Employee must: (i)
ensure that accounting entries are promptly and accurately recorded and properly documented
and that no accounting entry intentionally distorts or disguises the true nature of any business
transaction; (ii) maintain books and records that fairly and accurately reflect the Company’s
business transactions; (iii) devise, implement and maintain sufficient internal controls to assure
that financial record keeping objectives are met; and (iv) provide for the proper and prompt
recording of all disbursements of funds and all receipts.
Errors or possible errors or misstatements in the Company’s books and records must be
brought to the attention of an Employee’s supervisor promptly upon discovery. The supervisor
shall promptly inform senior management of any material error or intentional misstatement.
All Employees are expected to cooperate fully with the Company’s internal auditors and
XI. Amendment / Waivers
Any amendment, modification or waiver of this Code may be made only by the Board of
Directors or an authorized committee of the Board and will be promptly disclosed as required by
any applicable laws, rules and regulations.
The Code does not in any way constitute an employment contract or an assurance of
continued employment or service with the Company. Employees are employees at will. The
Code is for the sole and exclusive benefit of the Company and may not be used or relied upon by
any other party.