Bitdeer Technologies Group 6-K, filed Oct 13, 2023
Bitdeer Technologies Group (BTDR)
6-K
2023-10-13
For: 2023-10-13
View Original
Added on
April 10, 2026
About this 6-K
Bitdeer Technologies Group filed this 6-K on October 13, 2023.
UNITED STATES
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2023
Commission file number: 001-41687
BITDEER TECHNOLOGIES GROUP
08 Kallang Avenue
Aperia tower 1, #09-03/04
Singapore 339509
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
The board of directors (the “Board”) of Bitdeer Technologies Group (the “Company”) has previously adopted a code of business conduct and ethics
on March 8, 2023, which was effective on April 14, 2023. On October 7, 2023, the Board approved the amendment and restatement of the code of business conduct and ethics. A copy of the currently effective code of business conduct and ethics is
attached as Exhibit 99.1 hereto and incorporated herein by reference.
EXHIBITS
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Exhibit
No.
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Description
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Bitdeer Code of Business Conduct and Ethics
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Bitdeer Technologies Group
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By:
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/s/ Linghui Kong
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Name:
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Linghui Kong
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Title:
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Chief Executive Officer
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Date: October 13, 2023
Exhibit 99.1
BITDEER TECHNOLOGIES GROUP
CODE OF BUSINESS CONDUCT AND ETHICS
(Adopted by the board of directors of the Company on March 8, 2023, effective on April 13, 2023, as amended on
October 7, 2023, effective on October 7, 2023)
| I. |
PURPOSE
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This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of Bitdeer Technologies Group and its
subsidiaries and affiliates (collectively, the “Company”) consistent with the highest standards of business ethics, and is intended to qualify as a “code of ethics” within the meaning of Section 406 of the
Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards.
This Code is designed to deter wrongdoing and to promote:
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honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
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full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission (the “SEC”) and in other
public communications made by the Company;
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compliance with applicable laws, rules and regulations;
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prompt internal reporting of violations of the Code; and
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accountability for adherence to the Code.
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| II. |
APPLICABILITY
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This Code applies to all directors, officers and employees of the Company, whether they work for the Company on a full-time, part-time, consultative or temporary basis (each, an “employee” and collectively, the “employees”). Certain provisions of the Code apply specifically to our chief executive officer, chief financial officer, senior financial
officer, controller, senior vice presidents, vice presidents and any other persons who perform similar functions for the Company (each, a “senior officer,” and collectively, the “senior officers”).
If you believe there is a conflict between this Code and a specific procedure, please consult the Chairman of the Board of the Director for guidance. If you have any questions regarding the Code or
would like to report any violation of the Code, please email to the Head of Risk Management Department, at complaints@bitdeer.com.
This Code has been adopted by the Board and shall become effective (the “Effective Time”) on the date of approval of the Board.
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| III. |
CONFLICT OF INTEREST
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A. Identifying Conflicts of Interest
A conflict of interest occurs when an employee’s private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole. An employee should actively avoid any
private interest that may impact such employee’s ability to act in the interests of the Company or that may make it difficult to perform the employee’s work objectively and effectively. In general, conflicts of interest include, but are not limited
to:
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Competing Business. No employee may be employed by a business that competes with the Company or deprives or seeks to deprive it of any business.
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Corporate Opportunity. No employee should use corporate property, information or his/her position with the Company to secure a business opportunity that would otherwise be available to the Company or would otherwise not be available
to the employee. If an employee discovers a business opportunity that is in the Company’s line of business or through the use of the Company’s property, information or position, the employee must first present the business opportunity to the
Company before pursuing the opportunity in his/her individual capacity.
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Financial Interests.
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1. No employee may have any financial interest (ownership or otherwise), either directly or indirectly through a spouse or other family member, in any
other business or entity if such interest adversely affects the employee’s performance of duties or responsibilities to the Company, or requires the employee to devote time to it during such employee’s working hours at the Company;
2. No employee may hold any ownership interest in a privately held company that is in competition with the Company;
3. An employee may hold up to 5% ownership interest in a publicly traded company that is in competition with the Company; provided that if the
employee’s ownership interest in such publicly traded company increases to more than 5%, the employee must immediately report such ownership to the Head of Risk Management Department;
4. No employee may hold any ownership interest in a company that has a business relationship with the Company if such employee’s duties at the Company
include managing or supervising or if such employee holds a role or position at the Company that provides substantial influence over managing or supervising the Company’s business relations with that company; and
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5. Notwithstanding the other provisions of this Code,
a. a director or any family member of such director (collectively, “Director Affiliates”) or a senior officer
or any family member of such senior officer (collectively, “Officer Affiliates”) may hold or continue to hold his/her investment or other financial interest in a business or entity (an “Interested Business”) that:
(i) was made or obtained either (x) before the Company invested in or otherwise became interested in such business or entity; or (y) before the
director or senior officer joined the Company (for the avoidance of doubt, regardless of whether the Company had or had not already invested in or otherwise become interested in such business or entity at the time the director or senior officer
joined the Company); or
(ii) may in the future be made or obtained by the director or senior officer, provided that at the time such investment or other financial interest
is made or obtained, the Company has not yet invested in or otherwise become interested in such business or entity;
provided that such director or senior officer shall disclose such investment or other financial interest to the Board;
b. an interested director or senior officer shall refrain from participating in any discussion among senior officers of the Company relating to
Company decisions related to the Company’s business with an Interested Business and shall not be involved in any proposed transaction between the Company and an Interested Business; and
c. before any Director Affiliate or Officer Affiliate invests, or otherwise acquires any equity or other financial interest, in a business or entity
that (i) is in competition with the Company; or (ii) enters into any transaction with the Company, the related director or senior officer shall obtain prior approval from the Audit Committee of the Board.
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Loans or Other Financial Transactions. No employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with the Company or any company that is a material customer,
business partner or competitor of the Company. This guideline does not prohibit arms-length transactions with recognized banks or other financial institutions.
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Service on Boards and Committees. No employee shall serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests could reasonably be expected to conflict with those of
the Company. Employees must obtain prior approval from the Board before accepting any such board or committee position. The Company may revisit its approval of any such position at any time to determine whether an employee’s service in such
position is still appropriate.
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Accepting gifts or business-unrelated hospitality from partners or prospective partners of the Group.
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Selling goods to the Group or buying goods from the Group (except for transactions on an arm’s length basis).
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The above is in no way a complete list of situations where conflicts of interest may arise. The following questions might serve as a useful guide in assessing a potential conflict of interest
situation not specifically addressed above:
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Is the action to be taken legal?
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Is it in the best interests of the Company?
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Is it honest and fair to the Company?
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B. Disclosure of Conflicts of Interest
The Company requires that employees fully disclose any situations that give rise to a conflict of interest, or could reasonably be expected to do so. If an employee suspects that he/she has a
conflict of interest, or a situation that others could reasonably perceive as a conflict of interest, the employee must report it immediately to the Head of Risk Management Department. Conflicts of interest affecting senior officers may only be
waived by the Board, or the appropriate committee of the Board, and will be promptly disclosed to the public to the extent required by law and applicable rules of the applicable stock exchange. Conflicts of interest affecting employees who are not
senior officers may only be waived by the Company following review by such employee’s supervisor and the Head of Risk Management Department.
C. Family Members and Work
The actions of family members outside the workplace may also give rise to conflicts of interest because they may influence an employee’s objectivity in making decisions on behalf of the Company. If a
member of an employee’s family or a business they are associated with is interested in doing business with the Company, the criteria as to whether to enter into or continue the business relationship and the terms and conditions of the relationship
must be based solely on the best interests of the Company and, at a minimum, must be no less favorable to the Company compared with those that would apply to an unrelated party seeking to do business with the Company under similar circumstances.
Employees should report any situation involving family members that could reasonably be expected to give rise to a conflict of interest to their supervisor or the Head of Risk Management Department.
For purposes of this Code, “family members” or “members of employee’s family” include an employee’s spouse, parents, children and siblings, whether by blood, marriage or adoption or anyone residing in such employee’s home.
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| IV. |
GIFTS AND ENTERTAINMENT
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The giving and receiving of appropriate gifts may be considered a common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and
understanding among business partners. However, gifts and entertainment should never compromise, or appear to compromise, an employee’s ability to make objective and fair business decisions.
It is the responsibility of employees to use good judgment in this area. As a general rule, employees may give or receive gifts or entertainment to or from customers or business partners only if the
gift or entertainment is in compliance with applicable law, insignificant in amount and not given in consideration or expectation of any action by the recipient. All gifts and entertainment expenses made on behalf of the Company must be properly
accounted for on expense reports.
We encourage employees to report and submit gifts received to the Company. While it is not mandatory to submit small gifts, gifts of over US$150 must be submitted immediately to the Administration Department of the
Company, including but not limited to cash, discount cards & vouchers, digital currency, goods and services.
Also，employees need to declare the gifts to the Risk Management Department of the company at complaints@bitdeer.com.
Bribes and kickbacks are criminal acts, strictly prohibited by law. An employee must not offer, give, solicit or receive any form of bribe or kickback anywhere in the world.
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FCPA COMPIANCE
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The U.S. Foreign Corrupt Practices Act (“FCPA”) prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign
political candidates in order to obtain or retain business. In many countries, healthcare professionals (i.e., physicians and hospital personnel) are frequently considered by local law to be civil servants and government employees.
A violation of FCPA does not only violate the Company’s policy but also constitutes a civil or criminal offense under FCPA which the Company is subject to after the Effective Time. No employee shall
give or authorize directly or indirectly any illegal payments to government officials of any country. While the FCPA does, in certain limited circumstances, allow nominal “facilitating payments” to be made, any such payment must be subject to careful
scrutiny and, at a minimum, be discussed with and approved by an employee’s supervisor in advance before it can be made. The Company will not tolerate attempts to improperly influence government personnel or private individuals to secure favorable
regulatory treatment or improperly advance our commercial interests.
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PROTECTION AND USE OF COMPANY ASSETS
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Employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability.
Any use of the funds or assets of the Company, whether for personal gain or not, for any unlawful or improper purpose is strictly prohibited.
To ensure the protection and proper use of the Company’s assets, each employee should:
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exercise reasonable care to prevent theft, damage or misuse of the Company’s assets;
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promptly report any actual or suspected theft, damage or misuse of the Company’s assets;
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safeguard all electronic programs, data, communications and written materials from unauthorized access; and
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use the Company’s assets only for legitimate business purposes.
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Except as approved in advance by the Chief Executive Officer or Chief Financial Officer of the Company, the Company prohibits political contributions (directly or through trade associations) by any
employee on behalf of the Company. Prohibited political contributions include:
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any contributions of the Company’s funds or other assets for political purposes;
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encouraging individual employees to make any such contribution; and
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reimbursing an employee for any political contribution.
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| VII. |
INTELLECTUAL PROPERTY AND CONFIDENTIALITY
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Employees should abide by the Company’s rules and policies in protecting the Company’s intellectual property and confidential information, including the following:
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All right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks, or trade secrets, whether or not patentable or registrable under
patent, copyright, or similar laws, which are solely or jointly conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice by an employee while in the employ of the Company (including during
off-duty hours), or with the use of Company’s equipment, supplies, facilities, resources, or Company’s confidential information shall be the property of the Company.
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Employees should maintain the confidentiality of information entrusted to them by the Company or entities with which the Company has business relations, except when disclosure is authorized or legally mandated. Confidential information
includes all non-public information that might be of use to competitors, or harmful to the company or its business associates, if disclosed, including but not limited to any non-public information that relates to the actual or anticipated
business, research or development of the Company, or that relates to the Company technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company products or
services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on which an employee calls or with which an employee may become acquainted during the term employment), software,
developments, inventions, ideas, processes, formulas, technologies, designs, drawings, engineering, specifications, information regarding routes of synthesis, patent analyses relating to products, test results, reports, studies, analyses,
hardware configuration information, marketing, distribution and sales, finances, projects, strategies, opportunities, and all other information which if disclosed would materially adversely affect the Company or would aid or benefit its
competitors; provided, however, Company Confidential Information does not include any of the foregoing items to the extent the same have become publicly known and made generally available through no wrongful act.
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The Company maintains a strict confidentiality policy. During an employee’s term of employment with the Company, the employee shall comply with any and all written or unwritten rules and policies concerning confidentiality and shall
fulfill the duties and responsibilities concerning confidentiality applicable to the employee.
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In addition to fulfilling the responsibilities associated with his/her position in the Company, an employee shall not, without obtaining prior approval from the Company, disclose, announce or publish trade secrets or other confidential
business information of the Company, nor shall an employee use such confidential information outside the course of his/her duties to the Company.
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Even outside the work environment, an employee must maintain vigilance and refrain from disclosing important information regarding the Company or its business, business associates or employees.
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An employee’s duty of confidentiality with respect to the confidential information of the Company survives the termination of such employee’s employment with the Company for any reason until such time as the Company discloses such
information publicly or the information otherwise becomes available in the public sphere through no fault of the employee.
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Upon termination of employment, or at such time as the Company requests, an employee must return to the Company all of its property without exception, including all forms of media containing confidential information, and may not retain
duplicate materials.
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Financial budgets and final accounts and various financial statements and statistical statements of the Group.
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Personnel files, compensation & benefit, labor income and other personal information of the Group’s employees.
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ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS
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Upon the Effective Time, the Company will be legally required to report its financial results and other material information about its business to the public and the SEC. Accordingly, it is the
Company’s policy to timely disclose accurate and complete information regarding its business, financial condition and results of operations. Employees must strictly comply with all applicable standards, laws, regulations and policies for accounting
and financial reporting of transactions, estimates and forecasts. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and its shareholders, and could result in legal liability.
Employees should be on guard for, and promptly report, any possibility of inaccurate or incomplete financial reporting. Particular attention should be paid to:
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Financial results that seem inconsistent with the performance of the underlying business;
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Transactions that do not seem to have an obvious business purpose; and
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Requests to circumvent ordinary review and approval procedures.
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The Company’s senior financial officers and other employees working in the finance department have a special responsibility to ensure that all of the Company’s financial disclosures are full, fair,
accurate, timely and understandable. Any practice or situation that might undermine this objective should be reported to the Head of Risk Management Department.
Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the Company’s independent auditors for the purpose of rendering the
financial statements of the Company materially misleading. Prohibited actions include but are not limited to:
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issuing or reissuing a report on the Company’s financial statements that is not warranted in the circumstances (including due to material violations of International Financial Reporting Standards, U.S. GAAP, generally accepted auditing
standards or other professional or regulatory standards);
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not performing audit, review or other procedures required by generally accepted auditing standards or other professional standards;
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not withdrawing an issued report when withdrawal is warranted under the circumstances; or
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not communicating matters required to be communicated to the Company’s Disclosure Committee or Audit Committee.
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| IX. |
COMPANY RECORDS
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Accurate and reliable records are crucial to the Company’s business and form the basis of its earnings statements, financial reports and other disclosures to the public. The Company’s records are a
source of essential data that guides business decision-making and strategic planning. Company records include, but are not limited to, booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data,
measurement and performance records, electronic data files and all other records maintained in the ordinary course of business.
All Company records must be complete, accurate and reliable in all material respects. There is never an acceptable reason to create false or misleading records, or false or misleading entries in
records. Undisclosed or unrecorded funds, payments or receipts are strictly prohibited. An employee is responsible for understanding and complying with the Company’s recordkeeping policy. An employee should contact the Head of Risk Management
Department if he/she has any questions regarding the recordkeeping policy.
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COMPLIANCE WITH LAWS AND REGULATIONS
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Each employee has an obligation to comply with the laws of the cities, provinces, regions and countries in which the Company operates. This includes, without limitation, laws covering commercial
bribery and kickbacks, patent, copyrights, trademarks and trade secrets, information privacy, insider trading, offering or receiving gratuities, employment harassment, environmental protection, occupational health and safety, false or misleading
financial information, misuse of corporate assets and foreign currency exchange activities. Employees are expected to understand and comply with all laws, rules and regulations that apply to their positions at the Company. If any doubt exists about
whether a course of action is lawful, the employee should seek advice immediately from the Head of Risk Management Department and Legal Department.
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COMPUTER AND INFORMATION SYSTEMS
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For business purposes, officers and employees are in some cases provided telephones and computer workstations and software, including network access to computing systems such as the Internet and
e-mail, to improve personal productivity and to efficiently manage proprietary information in a secure and reliable manner. Each officer and employee must use good judgment when installing any software on any Company computer or connect any personal
laptop to the Company network. As with other equipment and assets of the Company, we are each responsible for the appropriate use of these assets. Officers and employees should not expect a right to privacy of their e‑mail or Internet use. All
e‑mails or Internet use on Company equipment is subject to monitoring by the Company.
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DISCRIMINATION AND HARASSMENT
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The Company is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, ethnicity, religion, gender,
age, national origin or any other protected class. For further information, employees should consult the Head of Risk Management Department.
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FAIR DEALING
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Each employee should endeavor to deal fairly with the Company’s customers, business partners, competitors and employees. None should take unfair advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
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HEALTH AND SAFETY
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The Company strives to provide employees with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for other employees by following
environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence or threats of violence are not permitted.
Each employee is expected to perform his/her duty to the Company in a safe manner, not under the influence of alcohol, illegal drugs or other controlled substances. The use of illegal drugs or other
controlled substances in the workplace is prohibited.
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| XV. |
VIOLATIONS OF THE CODE
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All employees have a duty to report any known or suspected violation of this Code to the Head of Risk Management Department, including any violation of laws, rules, regulations or policies that apply
to the Company. Reporting a known or suspected violation of this Code by others will not be considered an act of disloyalty, but an action to safeguard the reputation and integrity of the Company and its employees.
If an employee knows of or suspects a violation of this Code, it is such employee’s responsibility to immediately report the violation to the Head of Risk Management Department, who will work with
the employee to investigate his/her concern. All questions and reports of known or suspected violations of this Code will be treated with sensitivity and discretion. The Head of Risk Management Department and the Company will protect the employee’s
confidentiality to the extent possible, consistent with the law and the Company’s need to investigate the employee’s concern. However, employees who make false reports might be punished in accordance with relevant laws and regulations and the Group’s
regulations. If an employee reports a violation and such employee is somewhat involved in such violation, the fact that such employee has reported such violation will be taken into account when such violation is dealt with.
It is the Company’s policy that any employee who violates this Code will be subject to appropriate discipline, including termination of employment, based upon the facts and circumstances of each
particular situation. An employee’s conduct, if it does not comply with the law or with this Code, can result in serious consequences for both the employee and the Company.
The detailed disciplines please refer to Management Measures for Violations by Group Employees.
The Company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations of this Code or the law. An employee inflicting reprisal or
retaliation against another employee for reporting a known or suspected violation will be subject to disciplinary action, including termination of employment.
| XVI. |
WAIVERS OF THE CODE
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Waivers of this Code may only be granted on a case-by-case basis and only in extraordinary circumstances. Waivers of this Code may be made only by the Board, or the appropriate committee of the
Board, and may be promptly disclosed to the public if so required by applicable laws and regulations and rules of the applicable stock exchange.
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CONCLUSION
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This Code contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If employees have any questions about these guidelines, they
should contact the Head of Risk Management Department. We expect all employees to adhere to these standards. Each employee is separately responsible for his/her actions. Conduct that violates the law or this Code cannot be justified by claiming that
it was ordered by a supervisor or someone in higher management positions. If an employee engages in conduct prohibited by the law or this Code, such employee will be deemed to have acted outside the scope of his/her employment. Such conduct will
subject the employee to disciplinary action, including termination of employment.
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