04 Special Code of Conduct for Sales Positions

Chapter 1. General Provisions

1. Objective

The sales duty is a professional one requiring higher transparency and fairness in its features than other general duty performers, which allows duty performers to lead the Company’s business ethics in parallel with this Special Code of Conduct for Sales Positions, such as customer satisfaction, strict information management, compliance with domestic and foreign fair transaction related laws.

The objective of this Special Code of Conduct for Sales Positions is to establish a rightful corporate culture by maintaining the dignity of all Employees directly or indirectly related to the sale duties and the reputation of the Company, and securing transparency and fairness in the course of performing duties with customers.

2. Coverage

This Special Code of Conduct for Sales Positions shall apply to all Employees directly or indirectly related to the sales duties (hereinafter referred to as the “Duty Performers”) as follows:

• Members in the sales department who sell the Company’s goods and services, and authorized persons for relevant duties; and

All Employees that may directly or indirectly affect the decision-making related to the above duties. If the Company regulations conflict with this Special Code of Conduct for Sales Positions, the Company regulations shall be revised to meet the standards of this Special Code of Conduct for Sales Positions.

3. The Operations of this Special Code of Conduct for Sales Positions

All the Duty Performers shall confirm that they understand this Special Code of Conduct for Sales Positions and submit a written pledge to observe this Special Code of Conduct for Sales Positions.

Chapter 2. Principles of Performance of Duties

1. Attitudes for Performance of Duties

The duty performers shall clearly recognize that customers are the source of the Company’s interests and growth, and consider customer impression the first criteria for performing duties.

The duty performers shall perform relevant sales duties in a transparent and fair way, and shall not engage in unreasonable activities for customers.

The duty performers shall make efforts not to reduce the Company’s reputations by behaving with dignity and with the pride of representing HD Hyundai Group in dealing with others.

2. Strict Information Management

The duty performers shall reasonably collect and use information according to the laws and commercial transaction customs, and shall not unreasonably disclose the Company’s information to outside.

The duty performers shall not disclose any trade or customer related information they have acquired in performing their duties without permission by the Company, and shall take all measures for information security.

3. Observance of Laws

The duty performers shall respect the market’s competition orders and compete in reasonable ways, and thoroughly observe domestic and foreign fair trade related laws (the Monopoly Regulation and Fair Trade Act, the Fair Subcontract Act, the National Contract Act, etc.).

The duty performers shall perform their duties by applying the Fair Transaction Compliance Handbook, and make efforts to establish the business practice of fair transaction compliance within the Company.

The duty performers shall not engage in the following unreasonable concerted activities (collusion) directly or through business associations:

• Participating in a bidding and determining an order-recipient among companies, adjusting a bid price, allocating regions, manipulating outputs or deliver amounts, etc.;
• Adjusting, maintaining, or changing prices with some companies participating in a bid process in order to exclude specific companies through collusion among companies;
• Unreasonably determining, maintaining, or changing a price of goods or consideration of services;
• Unreasonably manipulating the sales of goods or the provisions of services;
• Making it difficult for a particular company to do business by directly or indirectly obstructing the Company’s business activities; or
• Making unreasonable sales at a reduced price or making transactions on an exclusive basis in order to exclude entry of new competitors.

The duty performers shall not engage in the following unfair activities:

• Making unreasonable internal transactions with affiliated companies, for the benefit of affiliated companies making unreasonable transactions, such as adjusting prices, productions, delaying due dates of payment, adjusting outputs or delivery amounts, etc. for unaffiliated companies;
• For the purpose of excluding competitors unreasonably rejecting transactions for a specific business operator for the purpose of excluding competitors, selling or delivering products at a price lower than the unit cost;
• Unilaterally inserting provisions unfavorable to the other contracting party under the contract terms, giving treatments for which the transaction terms or content for quantity, quality, etc. may be conspicuously favorable or unfavorable to one contracting party; or
• Unreasonably discriminating delivery amounts, sales prices, etc. according to the transaction regions and the other transacting party, and tying a popular product with an unpopular product.

The duty performers shall not engage in the following abusive activities of market-dominating position:

• Unreasonably determining, maintaining, or changing the price of goods or services;
• Unreasonably manipulating the sales of goods or the provisions of services;
• Making it difficult for a particular company to do business by directly or indirectly obstructing the company’s business activities; or
• Making unreasonable sales at a reduced price or making transactions on an exclusive basis in order to exclude entry of new competitors.

The duty performers shall not engage in the following unreasonable labeling or advertising activities:

• Advertising the content likely to deceive consumers or make consumers misunderstand goods or services. The duty performers shall not engage in an activity that may constitute one of the restrictions on eligibility for bid participation of unreasonable companies under the National Contract Act (from one (1) month to two (2) years) as follows: Making a prior arrangement for a bid price through mutual consultation among the bidders in a competitive bid and engaging in concerted activities to make a specific company succeed in the bid;
• Forging, altering, or unreasonably use bid or contract related documents, or submitting false documents;
• Willfully placing an invalid bid;
• Giving a bribe to relevant public officials related to the signing or implementing of a bid placement, a decision of successful bid, or a contract;
• Not participating in a bid more than three (3) times for an accounting year without a reasonable cause although having submitted an application for bid participation or an written approval for bid participation; or
• Obstructing a bid participation, or obstructing the signing of a contract or implementing thereof by a successful bidder.

4. Conflicts of Interest

In the event that it is difficult for the duty performers to perform their duties fairly and efficiently because there are conflicts between the Company’s and their personal interest, they shall report it to Business Ethics Team and their superior manager.

If there is a report by the duty performers or a superior manager finds that conflicts of interest are likely to occur, the manager shall exchange the authorized person or take all measures for supervising duties.

Chapter 3. Handling Violations of Company Regulations

1. Reporting of Violations

The duty performers shall comply with this Special Code of Conduct for Sales Positions, and shall report to Business Ethics Team any matter that is or is likely to violate this Special Code of Conduct for Sales Positions.

The Company ensures that all the matters on handling reports and the identities of reporters shall be kept in strict secret, and that any disadvantages shall not be given as a result of reporting; provided, however, that even if there is a fault on the part of a duty performer, where he or she has voluntarily reported it, the mitigating circumstances shall be taken into consideration.

2. Handling Violations and Taking Disciplinary Action

Business Ethics Team shall conduct investigation for violations reported and received, and report the results thereof to the CEO.

In the event that a duty performer has violated these rules of ethics, he or she shall be subject to disciplinary action pursuant to the Company regulations.

Chapter 4. Additional Provisions

1. Effective Date

This Special Code of Conduct for Sales Positions is enacted and effective from September 11, 2006.