Corporate Governance

The goal of the H/Cell Energy Corporation (“H/Cell Energy”) corporate governance policy is to define our commitment to stakeholders. Stakeholders are defined as investors, customers, employees, suppliers, communities, regulators and trade associations. The purpose of defining this commitment is to clearly communicate the corporate objectives and parameters so that there is executive accountability to operate in a fair and ethical manner at all times.

The Board of Directors

H/Cell Energy is comprised of executive and non-executive directors that will maintain checks and balances in addressing corporate issues. All board members are required to participate in open and honest disclosure. Board members are chosen for their experience and the ability they possess to contribute to the committees.

Committees

The company will maintain an Executive Committee that will address executive compensation, effectiveness of leadership, adherence to corporate governance parameters and nominating directors. The company will also maintain an Audit Committee responsible for reviewing financial management parameters and procedures.

Our Mission Statement

The mission of H/Cell Energy is to sustain responsible commercial success. The company must balance its goals of exceptional profitability, return on investment, leadership and superior products and services. H/Cell Energy will conduct its business ethically and demonstrate leadership in satisfying our responsibilities to our stakeholders. Our work environment will be safe, productive and characterized by fair treatment, teamwork, open communication, personal accountability and opportunities for growth and development.

Our Employees

H/Cell Energy wants its employees to feel respected and to be treated fairly. All employees will have the opportunity to contribute, learn, grow and advance based on merit. The company is committed to the type of leadership that values a diverse workforce at all levels of the organization. Differing points of view will be sought and will be valued, not suppressed. Our work environment will encourage collaboration, which will bring different talents and experiences together to produce better ideas and superior products and services.

Our Management

H/Cell Energy wants its managers to be leaders that exemplify directness, trust and openness to employee suggestions. In addition, we want managers that are committed to the success of others and are willing to acknowledge employee contributions. Employees will be told what is expected of them and will be reviewed periodically. Our managers will listen to their career aspirations and provide honest feedback for their development.

Code of Ethics

All directors and employees are expected to act in a professional and ethical manner at all times during work or when representing the company. The company needs to communicate regularly what represents proper ethical conduct. H/Cell Energy will allow all directors and employees to express their views about what they believe the company stands for, how it may fall short and how collective values and behaviors may be improved or reinforced.