Honesty & Integrity Agreement

Confidential Level: For Internal Use Only

Honesty & Integrity Agreement

This Agreement is entered into between Huawei Technologies Co., Ltd. (Huawei) and KOC LATINOAMRICA S.A. (Supplier) at the date of 29/08/2011 (Effective Date). In order to protect the rights and interests of Huawei and Supplier during the parties business cooperation, and fully represent the spirit of impartial, fair-minded, integrity and honest cooperation, boycott any conduct of commercial bribe, unfair competition and commercial fraud and establish the mutual cooperation relationship on the basis of trust and honesty, Huawei and Supplier now mutually agree as follows: I. Code of Conduct 1. The parties shall comply with the applicable laws and regulations and other rules for fair trade and anti-corruption 2. The parties shall carry out the business integrity education to business personnel to build up good professional conduct. 3. Supplier hereby commits that it shall be bond by the following terms: (1) Supplier and its personnel shall not bribe, disregard the form, any personnel of Huawei; (2) Supplier and its personnel shall not present, in any form, any monetary gifts, securities, payment vouchers, communication equipment, vehicles, non-low-value cultural articles or other valuables to any personnel of Huawei; (3) Supplier and its personnel shall not provide to any personnel of Huawei to join in tourism, high consumption amusement or meeting at scenic resorts; (4) Supplier and its personnel shall neither offer any relatives and friends of Huaweis personnel with a job nor offer Huaweis personnel various expenses solely payable by Huaweis personnel; (5) Supplier shall report any affiliate relations with Huawei at Huaweis request and shall not cause any affiliated transaction; (6) Supplier shall support Huawei in building of trust and integrity, and shall reject any solicitation for bribes during daily business cooperation and make a complaint to Huaweis Purchase Auditing Department or department of such personnel; (7) Supplier shall not supply any materials that is not in compliance with material aspect of technical specification to Huawei without prior written notice to Huawei specifying such non-compliance; (8) Supplier shall not promote to Huawei any material that is not accord with the industry development trend or the technical development road map of Supplier without prior written notice to Huawei; (9) Supplier shall ensure all documents, information, data, statements and oral representations provided to Huawei to be true and correct; (10) Supplier shall be strictly bond by all of its covenants, commitments, promises, contracts, agreements and memorandums between the parties hereto, and shall punctually supply

21 Sept. 2007

Page 1 , Total 3 Pages

Honesty & Integrity Agreement

Confidential Level: For Internal Use Only

goods with the guaranteed quality and quantity, and prevent itself from any commercial fraud. 4. Any business personnel of Huawei shall be bond by the following terms: (1) Not to accept any bribes, disregard the form, from Supplier and its personnel; (2) Not to accept any monetary gifts, securities, payment vouchers, communication equipment, vehicles, non-low-value cultural articles or other valuables as presented in any form by Supplier and its personnel; (3) Not to join in tourism, high consumption amusement or scenic resort meetings organized by Supplier; (4) Not to request Supplier to offer relatives and friends up any job or offer themselves various expenses solely payable by Huaweis personnel; (5) Not to engage in any affiliated transactions; (6) In finding any breaches by Supplier of any terms of Section I.3 above, the business personnel of Huawei shall report to his/her department. 5. Huawei personnel shall apply for withdrawal in the event the personnel of the parties being relatives or other close relationship. II. Liability for breach of this Agreement 1. If Supplier or its business personnel breach any terms of this Agreement, Huawei shall have the right to suspend all business cooperation with Supplier. Under the serious circumstance as deemed by Huawei, Huawei shall have the right to cancel Suppliers qualification as Huaweis certified supplier and stop all business cooperation with Supplier and reserve its right to pursuit legal resort. 2. If Supplier or its business personnel breach any terms of this Agreement and incur any loss to Huawei, they shall be liable for such damages. 3. Suppliers responsibility to Huawei under this Agreement shall survive any change or termination of the parties business relationship. III. Miscellaneous 1. This Agreement shall apply to the business relationship between Supplier and Huawei (including Huaweis affiliates). 2. Matters not provided here shall be refer to other agreements between the parties. 3. Parties shall negotiate in good faith to resolve any differences during the implementation of this Agreement. 4. This Agreement shall become effective at the Effective Date, and shall be comprised of six counterparts, three for each party, and all of them shall be equally authentic. Huawei (Seal): Supplier (Seal):

21 Sept. 2007

Page 2 , Total 3 Pages

Honesty & Integrity Agreement

Confidential Level: For Internal Use Only

Authorized Representative (Signature):

Authorized Representative (Signature):

Date: 29/08/2011

Date: 29/08/2011

This Agreement shall be construed by the Production Procurement Qualification Dept., PQMD of Huawei.

21 Sept. 2007

Page 3 , Total 3 Pages