Trade Competition Governance Policy
Thai Nondestructive Testing Public Company Limited (the "Company") recognizes the importance of complying with trade competition laws, taking into account business ethics, the interests of customers and business partners, as well as fair competition with other business operators. Therefore, the Company deems it appropriate to establish this Trade Competition Governance Policy (Non-Competition Policy) as a guideline for directors, executives, and employees of the Company, as well as its business partners.
Policy
The Company shall conduct its business within the framework of trade competition laws and respect societal rules, with regard to business ethics, the interests of customers, business partners, and fair competition with other operators. It shall also support free and fair trade competition, without discrimination or taking unfair advantage of others.
Guidelines
1. Study and comply with trade competition laws and international standards. Relevant units responsible for transactions and investments must establish control and audit systems to ensure that the Company conducts its business fully and correctly in accordance with trade competition laws.
2. Joint ventures, business mergers, or acquisitions must be considered to ensure they do not result in market monopolization or unfair competition.
3. Avoid entering into agreements with competitors or other business operators that have the characteristics of monopolizing, restricting, or reducing market competition, such as fixing purchase/sale prices or service fees, restricting quantities of goods or services, collusive bidding (bid-rigging), or dividing market territories, and refrain from disclosing or exchanging business information.
4. Avoid behaviors characterized by unfair trade practices toward other business operators, such as imposing trade conditions that restrict the trade opportunities or choices of business partners.
5. Avoid entering into agreements or contracts with foreign business operators in a manner that monopolizes the market or restricts domestic consumers' choices in purchasing goods or services.
6. Non-compliance with this policy constitutes a violation of the Company’s business code of conduct.
Guidelines for Operations and Collaborative Activities
In the event that the Company collaborates with business partners to invest in other projects or businesses with growth potential and business extension capabilities, such collaboration must comply with the Company’s Investment Policy. If such collaboration results in business operations of the same nature as the Company or the partner, the following guidelines shall be observed:
1. General Principles
1.1 Business cooperation must not unreasonably cause monopolization, reduction, or restriction of market competition.
1.2 The Company and its partners shall remain independent business operators, except where they constitute a single business entity under trade competition laws.
1.3 Any cooperative guidelines established must have lawful business objectives and be commercially justifiable.
2. Scope of Collaboration
2.1 The determination of customer groups, brands, or operational scope shall be made only to the extent necessary for the joint investment project or activity.
2.2 The determination under item 2.1 must not constitute an agreement to divide markets, customers, or territories in a manner that restricts overall market competition.
2.3 Each party shall retain independence in conducting business outside the scope of the joint investment project.
3. Non-Compete
3.1 Non-compete conditions may be imposed only to the extent necessary to protect the interests of the joint investment project, such as the protection of trade secrets or joint investments.
3.2 Such conditions must have appropriate scopes regarding duration, territory, and business nature, and must not exceed necessity.
3.3 Agreements not to compete that restrict competition among independent business operators in the overall market are strictly prohibited.
4. Chinese Wall & Data Separation
4.1 Clear operational separation must be maintained between the Company and its partners, such as sales teams, customer databases, and commercial information.
4.2 The exchange of competitively sensitive information—such as prices, costs, and marketing strategies—is prohibited, except for information necessary for the joint investment project and subject to appropriate control measures.
4.3 Operations must be based on the principle that customers make independent decisions, without any agreements on quotas or customer allocation between parties.
5. Exception: Single Business Entity
5.1 In cases where cooperation involves a joint investment with significant joint control or management, qualifying as a single business entity under trade competition laws,
5.2 Operations within such a structure shall not be deemed agreements between competing business operators.
5.3 Nevertheless, the structure of control and genuine business integration must be demonstrable.
6. Information Disclosure and Confidentiality
6.1 Information exchange between parties shall be conducted only as necessary and must be accompanied by appropriate confidentiality measures.
6.2 Using the other party's information for competitive advantage outside the scope of the joint investment project is prohibited.
6.3 Disclosure of information to third parties requires written consent, except for information already disclosed to the public.
7. Governance and Compliance
7.1 Relevant units must establish continuous systems to control, audit, and monitor compliance with these guidelines.
7.2 If trade competition risks are identified, they must be reported immediately to the legal department or internal regulatory unit.
7.3 Violations of these guidelines constitute a breach of the code of conduct and may entail liability under relevant laws.