Company Policy

At PrimeWealth Private Bank, we conduct business in accordance with the highest ethical standards to merit and maintain the confidence and trust of our customers and the public.

The Code of Conduct (the “Code”) applies to every employee and to our Board of Directors. The Code serves as a framework to address business and social situations that may present legal and ethical concerns.  PrimeWealth Private Bank personnel are expected to use good judgment, maintain high ethical standards, and refrain from any form of illegal, dishonest, or unethical conduct. Violation will be subject to disciplinary action, up to and including termination of employment.  Below is an overview of the Code.

Conflicts of Interest

A conflict of interest is defined as an employee’s involvement in outside interests that interfere with - or appear to interfere with - an employee’s ability to make sound business decisions on behalf of PrimeWealth Private Bank.

Employees are not to become involved in outside interests or engage in conduct that may either conflict with their duty to PrimeWealth Private Bank or adversely influence judgment in the performance of their job responsibilities. It is important that employees avoid even the appearance of a conflict of interest, since appearance can be just as damaging to PrimeWealth Private Bank’s reputation.

To avoid actual or the appearance of a conflict of interest, employees shall refrain from engaging in:

•    Dealings with Competitors and Other Parties.  Other business that competes with PrimeWealth Private Bank and to hold a financial interest in an outside concern that does business with or is a competitor of PrimeWealth Private Bank.

•    Family Members. Business transactions that benefit family members, as doing so may give an appearance of impropriety.

•    Favorable Treatment. Activities that could be perceived as an inducement for favorable treatment to any person, including a family member.

•    Extension of Credit.   Activities that involve personally extending credit (lend money) to Bank customers or other employees of PrimeWealth Private Bank.

•    Political Contribution.   Making any contribution or expenditure in connection with any federal election or campaign. It is PrimeWealth Private Bank’s policy to strictly comply with all applicable federal, state, and local political campaign laws. PrimeWealth Private Bank is prohibited from using Bank funds in connection with any federal, state or local election, including the use of corporate facilities and equipment for any political activities.

•    Appointment in Public Office or as an Officer or Director Position.  Seeking public office or act as an official or director of any for-profit organization (including family-owned business) without the prior written consent PrimeWealth Private Bank President.

•    Fiduciary  Appointments.  Acting  as  an  attorney-in-  fact,  personal  representative,  estate administrator, executor, trustee, guardian or conservator, or in any similar fiduciary capacities to a customer (other than family members) without prior written approval from Senior Management and the Human Resources Department.

•   Outside Employment.  Holding outside employment unless written approval is obtained from the

Human Resources Department. No outside employment can encroach upon the employee’s

regular working hours, violate PrimeWealth Private Bank’s conflict of interest policy, require such long hours as to affect the employee’s productivity, involve an activity that may compete with PrimeWealth Private Bank, be conducted on PrimeWealth Private Bank premises or use PrimeWealth Private Bank property or any confidential information maintained by PrimeWealth Private Bank to conduct activity.

•    Personal Investment Activity.  Investment transactions that could create, or give the appearance of creating, a conflict of interest between employee and PrimeWealth Private Bank or between PrimeWealth Private Bank and customer, including but not limited to trading or any exchange activities through PrimeWealth Private Bank’s Foreign Exchange Department.

•    Lending Practices. Representing or exercising authority on behalf of PrimeWealth Private Bank to grant direct or indirect accommodations or to make credit recommendations with respect to a family member, an individual or organization to which the employee or his/her immediate family is indebted to, or an organization that the employee or immediate family is associated with or has a material financial interest in.   Employees must comply with federal law and are also prohibited from granting any loan or gratuity to any public bank examiner or assistant bank examiner who examines PrimeWealth Private Bank or has the authority to examine PrimeWealth Private Bank. Any conflict of interest shall be fully disclosed, and employee must be abstained from the transaction unless exception is granted by the PrimeWealth Private Bank Board of Directors or its designee.

•    Giving Advice to Customer. Providing comments to customers that may be construed as providing legal or tax advice. Employees must exercise care when engaging in discussions with customers and be mindful that PrimeWealth Private Bank is not in the business of practicing law or disseminating tax advices.

•    Insider Transactions. Entering into business transaction with PrimeWealth Private Bank under such terms and conditions, and/or means of compensation that is more favorable than similar business transactions previously entered into or may be entered into by PrimeWealth Private Bank, with persons who are not a Director or Executive Officer of PrimeWealth Private Bank, or its related interest.   Any material business transactions between PrimeWealth Private Bank and its Directors, Executive Office or its related interest must also be disclosed to the Board.

•    Use  of  Bank  Name,  Letterhead,  Stationery  and  Other  Supplies.     Using  PrimeWealth Private  Bank letterhead/stationery, envelopes, or other materials bearing PrimeWealth Private Bank’s name or logo, for personal correspondence or for non-work-related purposes. Employees are expected to exercise good care and judgment and respect all copyright and intellectual property laws as it pertains to the PrimeWealth Private Bank brand.

Confidentiality

Employees are responsible for protecting the confidentiality of non-public information of PrimeWealth Private Bank, its customers, vendors, third parties, etc. he/she would come across as an employee. PrimeWealth Private Bank’s non- public proprietary information is also the exclusive property of PrimeWealth Private Bank and shall not be disclosed to third parties. PrimeWealth Private Bank considers the breach of information very seriously. Unless the information is made public, information is considered confidential and/or proprietary. When in doubt whether the information was made public, information should be treated as confidential.  Employees must comply with ethical rules and laws that imposes strict responsibility to protect customer information and prevent unauthorized disclosure of such information unless required by applicable law or regulation.

Protecting the Interests of PrimeWealth Private Bank

PrimeWealth Private Bank has a strict policy on observing both state and federal laws and therefore each employee is expected to conduct business in a manner that will not expose PrimeWealth Private Bank to any potential loss, liability, or be subject to any regulatory criticism or penalty.  Should an employee be asked to perform task contrary to the interest of PrimeWealth Private Bank, including his/her direct supervisor, the employee is expected to immediately report the matter to an alternative administrative officer, supervisor, or the Human Resources Department.

Sarbanes-Oxley Act Compliance

PrimeWealth Private Bank is fully committed to complying with the provisions of the Corporate and Auditing Accountability, Responsibility, and Transparency Act of 2002, more commonly known as the Sarbanes- Oxley Act (the “Act”), and all other federal and state laws applicable to its business to protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws. PrimeWealth Private Bank will not tolerate any conduct that would violate such rules, regulations, and laws and that would compromise its ethics and integrity. Employees are responsible for preventing, detecting, and immediately reporting instances on non-compliance to PrimeWealth Private Bank’s Compliance Officer.

Dealing with Auditors

Employees must fully cooperate with audits conducted by PrimeWealth Private Bank's internal audit staff or external auditing firms. Questions by auditors must be responded in honesty and no adverse information may be concealed. At no time should any employee make false or misleading statements to external or internal auditors. Actions to improperly influence auditors are illegal. Employees shall not directly or indirectly act to fraudulently influence, coerce, manipulate, or mislead any auditor for the purpose of rendering financial statements that are false or misleading.

Record Retention

Employees shall comply with PrimeWealth Private Bank’s Records Retention Policy and shall not tamper with or destroy electronic or paper documents supporting a required audit trail or financial reporting, unless permitted by company policy or applicable laws and governmental rules and regulations.

Falsification of Books and Records

It is the policy of PrimeWealth Private Bank to maintain records and accounts that accurately reflect its assets, liabilities, receipts, and disbursements. The falsification of any books, records, or documents of PrimeWealth Private Bank violates federal laws and regulations and is grounds for dismissal. Violators may also be subject to criminal penalties.

Employees are responsible for the integrity of the information, reports and records that are in his/her control. All records must contain sufficient detail to accurately reflect  PrimeWealth Private Bank’s transactions. Generally accepted accounting principles must always be used when preparing financial statements and such financial statements must present, in all material respects, the financial condition of PrimeWealth Private Bank.

Financial Disclosure

It is the policy of PrimeWealth Private Bank and its parent company, PrimeWealth Private General Bancorp, to provide full, fair, accurate, timely, and understandable disclosures of information in reports and documents that PrimeWealth Private General Bancorp files with or submits to the Securities and Exchange Commission and in other public communications. Employees shall provide full, fair, accurate, timely, and understandable disclosures of information requested by PrimeWealth Private Bank's internal accountants and financial personnel, as well as by external public accounting firms performing audit services for PrimeWealth Private Bank.

Transactions must be executed in accordance with management’s authorization and in a manner which permits the preparation of financial statements in conformity with generally accepted accounting principles (GAAP), SEC and accounting rules covering the activities of financial institutions, and other applicable criteria. Likewise, expense reimbursements must accurately reflect the true nature and amount of expenses.

Employees Reporting of Concerns/Complaints

Employees who have concerns about ethics violations who feels uncomfortable discussing with their supervisor may file a report through the Ethicspoint® Hotline, a confidential and anonymous internet and telephone-based reporting tool that assists management and employees work together to address fraud, abuse, misconduct, and other violations in the workplace. This service is available online or toll-free, 24 hours a day, 7 days a week.

Reporting Concerns Regarding Accounting and Auditing Matters

Employees may submit a complaint about accounting, internal accounting controls, or auditing matters (collectively "Accounting Matters") to management without fear of dismissal or of retaliation of any kind. The Board of Director’s Audit Committee will oversee treatment of employee concerns in this area. PrimeWealth Private Bank will not discharge, demote, suspend, threaten, harass, or in any manner discriminate against any employee with respect to good faith reporting of complaints regarding Accounting Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.

Bank Secrecy Act/Anti-Money Laundering, Office of Foreign Assets Control

Under federal law, PrimeWealth Private Bank is required to file suspicious activity reports with governmental authorities regarding suspected insider trading, fraud, misappropriation of funds and money laundering. It is the policy of PrimeWealth Private Bank to comply with all rules and regulations of the Bank Secrecy Act (BSA), Anti-Money Laundering Act and the USA Patriot Act. It is also Bank policy to comply with the laws and regulations issued by the Department of the Treasury, the Internal Revenue Service, the Office of Foreign Assets Control (OFAC) and the Bureau of Export Administration.

PrimeWealth Private Bank has established a monitoring and recordkeeping system to detect irregular, suspicious, and illegal activities and to report such activities to the federal bank and law enforcement agencies. Failure to comply may result in employment termination.

To report suspicious activity at PrimeWealth Private Bank, employees should immediately contact the BSA Officer or the Department Manager. Any employee who has questions regarding any of the procedures set forth in the policies may contact the BSA Officer for clarification.

Dealings with Competitors

Employees are prohibited from involving PrimeWealth Private Bank in any type of agreement or arrangements with its competitors that provides for the setting or controlling of rates, prices, fees or marketing policies or practices that may violate antitrust and anti-tying laws. Antitrust laws generally prohibit agreements that restrict competition, such as agreements between competitors as to pricing, bidding, and production, supply and customer practices and restricts the tying of certain products or services to the purchase of other, unrelated products or services. Since these laws are far-reaching and very complicated, employees should contact the General Counsel before taking any action that may fall within the scope of these law.

Exclusive Dealings

No employee is to condition the sale of a product or service to a customer upon the condition that the customer buy other products or services from PrimeWealth Private Bank, or upon the condition that the customer is prohibited from dealing with other suppliers of such products or services.

Fraud, Dishonesty and False Statements

No employee or applicant may ever falsify any application, medical history record, invoice, paperwork, timesheet, timecard, investigative questionnaires or any other document. Any employee found to have engaged in résumé fraud or who made material misrepresentations or omissions on their employment application will be subject to immediate termination of employment. Any employee who has observed any such violations should report them to the Human Resources Department immediately.

Non-Discrimination, Anti-Harassment, Employee Privacy and Confidentiality

All employees shall be treated with respect. PrimeWealth Private Bank is committed to providing a workplace free of unlawful harassment and bullying conduct. PrimeWealth Private Bank prohibits workplace harassment or bullying conduct on the basis of race, religious creed, denial of family and medical care leave, color, national origin, ancestry, age, sex, gender, gender identity and gender expression, physical or mental disability, including HIV and AIDS, medical condition, genetic information, sexual orientation, marital status, registered domestic partner status, military and veteran’s status, or any other protected status under federal, state, or local laws.  Employees who witness or experience such unlawful treatment should immediately report the incident.

Employee Privacy and Confidentiality

It is PrimeWealth Private Bank policy to protect the privacy and confidentiality of employee medical and personnel records, comply with requirements of applicable labor laws, and maintain uniformity in response to inquiries regarding present and former employees. Such records must not be shared or discussed inside or outside of PrimeWealth Private Bank, except for legitimate business purposes, as authorized by the employee, or as required by law, rule, regulation or a subpoena or order issued by a court of competent jurisdiction or requested by a judicial, administrative or legislative body.

To assure that consistency is maintained, all request for information regarding present or former employees must be forward to the Chief Human Resources Officer.  Requests for such records from anyone outside PrimeWealth Private Bank under any other circumstances must be approved by the General Counsel or outside counsel as designated by the Chief Human Resources Officer.

Anti-Corruption and Anti-Bribery

The PrimeWealth Private Bank Anti-Bribery and Anti-Corruption Policy defines unacceptable behavior and activity relating to bribery and corruption and puts in place a framework to ensure that bribery and corruption risks within PrimeWealth Private Bank are properly identified, mitigated and managed.  The objective of the policy is to further promote compliance with ethical standards, PrimeWealth Private Bank’s policies, and applicable U.S. and Hong Kong laws related to corruption. Every employee, officer, and director are expected to fully comply with this policy as well as applicable local, state, and federal laws and regulations. In addition, joint venture partners and certain third parties who represent PrimeWealth Private Bank are contractually bound to follow relevant section of this policy.

PrimeWealth Private Bank’s Board of Directors designates the BSA/OFAC Officer to implement the requirements of the policy and the Board’s Risk and Compliance Committee oversees the implementation of all programs in accordance with this policy. The implementation of the policy is supported by detailed requirements which serve as a single and consistent antibribery and anti-corruption standard across PrimeWealth Private Bank.