1. Purpose

The purpose of this Anti-Bribery and Corruption Policy (the “Policy”) is to set out Hiap Teck Venture Berhad(“the Company”) and its subsidiaries (collectively known as “the Group”)responsibilities to comply with applicable laws and regulations in relation to bribery and corruption. This Policy aims to provide guidance on how to recognise and deal with bribery and corruption issues that may arise in the course of doing business, so as to ensure that the Group’s businesses are conducted ethically.

2. Policy Statement

The Group adopts a zero-tolerance policy against all forms of bribery and corruption. We are committed to conduct our businesses professionally, fairly and with integrity and transparency in compliance with all applicable anti-bribery and corruption laws in all jurisdictions in which we operate.

Any breach of this Policy or applicable local law could result in disciplinary action being taken and ultimately could result in dismissal and/or termination of the business dealing. Further legal action may also be taken in the event that the Group’s reputation/interests have been harmed as a result of non-compliance and/or misconduct.

3. Applicability

The Group adopts a zero-tolerance policy against all forms of bribery and corruption. We are committed to conduct our businesses professionally, fairly and with integrity and transparency in compliance with all applicable anti-bribery and corruption laws in all jurisdictions in which we operate.

Any breach of this Policy or applicable local law could result in disciplinary action being taken and ultimately could result in dismissal and/or termination of the business dealing. Further legal action may also be taken in the event that the Group’s reputation/interests have been harmed as a result of non-compliance and/or misconduct.

4. Reference

This policy should be read in conjunction with the established Standard Operating Procedures, as well as the following Company’s policies and guidelines:

5. Definitions

For the purpose of the policies and guidelines prescribed under this Policy,

“ABMS” means the Group’s Anti-Bribery Management System, which specifies anti bribery policies and procedures implemented to prevent, identify, and deal with any bribery.

“Bribery” means offering, giving, soliciting or accepting of an undue advantage of any value (which could be financial or non-financial), directly or indirectly, and irrespective of location(s), in violation of applicable law, as an inducement or reward for a person for acting or refraining from acting in relation to objectivity and performance of that person’s duties.

“Corruption” means “the abuse of entrusted power for personal gain”, which may include but not limited to bribery, extortion, abuse of power and money laundering. It constitutes criminal offences in most jurisdictions with illegal profit to individuals/entities as their objectives.

“Business associates” means any individual or organisation which the Group may engage with during the course of work, and which may include but not limited to: customers, suppliers, distributors, consultants, contractors, agents, advisers, and government, public bodies and public officials.

“Employee” means all individuals working at all levels and grades, whether permanent, fixed-term or temporary, including directors, senior managers, officers, executives and staff.

“Facilitation payment” means a form of unofficial payment made with the purpose to secure or expedite the performance of a routine or necessary action.

“Political contribution” means any contribution, made in cash or in kind, to support a political cause.

6. Anti-bribery Compliance Function

The Company shall establish and maintain an anti-bribery and corruption compliance function under designated personnel/department with the assumed role of Compliance Officer for all anti-bribery and corruption compliance matters, including:

• Oversee the design and implementation of ABMS;
• Provide advice and guidance to employees and business associates on implementation of ABMS and issues relating to bribery and corruption;
• Monitor and report the performance of ABMS to the Risk Management Working Committee on a quarterly basis

The Company shall ensure the Compliance Officer has adequate resources to per form the anti-bribery and corruption compliance function with appropriate competence, status, authority and independence.

When in doubt: employees and business associates shall consult with the Compliance Officer for advice when they are unsure about their obligations under this policy:

Compliance Officer
Lot 6096, Jalan Haji Abdul Manan,
Batu 5 ½, Jalan Meru,
41050 Klang,
Selangor Darul Ehsan, Malaysia

Email: complianceofficer@htgrp.com.my

7. Corruption Risk Assessment

The Group considers risk management and internal control to be fundamental to good management practices and in preserving the integrity infrastructure to detect and prevent corruption. To ensure that the Policy is effective and embedded at all levels of the organisation, the Group will assess the risk on a regular basis.

The Board, through the Risk Management Committee(“RMC”), will maintain an oversight of this Policy to ensure good management practice, and adequate and effective controls over corruption risks.

The Risk Management Working Committee(“RMWC”), represented by the heads of the various departments of the Group and the Compliance Officer, is responsible for identifying, evaluating, monitoring and when necessary, instructing the Compliance Officer to take appropriate and timely action to rectify the weaknesses identified or to mitigate the risks. The RWMC meets quarterly to re-assess, summarises and reports the risks and profiles to the RMC for review and deliberation.

8. Conflict of Interest

As set out in the Code of Ethics and Conduct, “conflict of interest” exists when an employee maybe influenced by a personal interest in carrying out his duties in the Group’s business environment and activities. A conflict of interest can be intentional, perceived or potential. Conflict of interest is an act that leads to partial decision making which constitute the element of a corrupt conduct.

Conflict of interest may arise directly or indirectly through an intermediary, such as third party, friends or family.As such, the Company requires all employees to declare and report any actual or potential conflict of interest such as family relation, financial relation or other connection directly or indirectly related to their line of work on a regular basis (as outlined in HTVB-ABMS-002 Guideline on Declaration of Interest).

9. Gifts, Entertainment, Hospitality and Travel

As a principle, the Group prohibits any giving and receiving of gifts, entertainment, hospitality, and travel (“GEHT”) —i.e., “No GEHT” policy, in any business dealing amongst the Group’s employees, business associates, or any other third party, which may influence the course of duty and impact the Group’s interests in relation to business and/or non-compliance to applicable laws and regulations.

However, the Company is aware of the reality of commercial and business practices that modest and reasonable GEHT giving and receiving area central part of business etiquette. If a gift is deemed appropriate, a corporate gift for a specific purpose is encouraged as opposed to a personal gift. GEHT must be reasonable and proportionate to the position of the recipient such that no obligation is created by the GEHT resulting in a decision to the undue advantage to the Group. Hence, subject to limited exception, the employees are only allowed to offer, give, or acceptGEHT under reasonable conditions as defined.

All GEHT shall be recorded; and those which are given to or accepted from external parties exceeding defined threshold shall be declared to the Compliance Officer for approval.Further details are set out in HTVB-ABMS-003 Guideline on Providing and Receiving of Gifts, Entertainment, Hospitality and Travel.

10. Donations and Sponsorships

Contributions (i.e.,donations or sponsorships in cash, or in kind) may be given to legitimate charities for proper charitable purposes, or pursuant to the Company’s corporate social responsibility initiatives, for purpose of local community or welfare development, and/or for corporate events of business associates.Contributions must be accurately documented for approval subject to the guidelines stipulated within the Group to ensure it never improperly influences a business outcome. Further details are set out in HTVB-ABMS-004 Guideline on Granting of Donations and Sponsorships.

We do not make political contribution to any association or parties which may be perceived to constitute the element of favour returned to the Company. The Company will not make any reimbursement to the employee or business associates on any such payment made

11. Anti-Money Laundering

Corruption and money laundering are closely linked. In this context, money laundering occurs when the proceeds from corruption activities are hidden in legitimate business dealings, or when legitimate funds are used to support criminal activities, including financing terrorism. It is a crime under relevant anti-money laundering laws, and the penalties are severe and can include extradition and incarceration in foreign jurisdictions.

The Group objects any practice related to money laundering, including dealing with proceeds of criminal activities, or make payments to agents / intermediaries to offshore accounts which results in non-compliance to applied laws and regulations.The Group exercises its activities with due care; with due diligence on prospective business associates to understand their business and background.

12. Facilitation Payments

All employees of the Group are strictly prohibited to give or accept facilitation payments for expediting or securing an action or approval made in return to the advantage of business.All payments made to or accepted from external parties must be supported with appropriate evidence to avoid violation of this payment.

Exception: There are certain situations or circumstances where an employee is faced with having to make facilitation payments in order to protect a human life, limb or liberty. In such dangerous situations, the employee is allowed to make payments, but must immediately report to theCompliance Officer. Making facilitation payment in such a situation is the only exception which can be used as a defence when faced with allegations of bribery and corruption.

13. Due Diligence

Employees and business associates are to be made aware of this Policy and are expected to comply with it. The Group may conduct due diligence on their employees and business associates, at the outset, on a periodic basis and when necessary, in particular when the Group suspects there is material increase in exposure to bribery and corruption risk. As part of the Group’s due diligence procedures, documentation about customers and business associates shall be screened; interviews shall be necessarily conducted, to understand their background and to ensure that they are involved in lawful activities. Further details are set out in HTVB-ABMS-005 Guidelines on Due Diligence on Employees and Business Associates.

14. Financial and Non-Financial Controls

The Group adopts segregation of duties for all job junctions (i.e. financial and non-financial related). Designated personnel for preparing, verifying and approving each transaction/activity was documented in written procedures (i.e. ISO Procedures, Accounting Policies and Procedures and Authority Limit) and communicated to employees of the Group for adherence.

15. Record Keeping

Records include accounts, invoices, correspondences, memoranda, discs, meeting papers, books, and other documents or transcribed information of any type. Heads of Department must maintain written records to evidence that adequate financial and non-financial controls established within the Group has taken place to mitigate any bribery / corruption risks.All records shall be retained for at least seven (7) years from its date of generation, to enable the Group to comply with requests from the authorities.

16. Raising A Concern

Employees, business associates and any external parties are encouraged to raise concerns in good faith about any issue or suspicion of malpractice at the earliest possible stage. If the individual is unsure whether a particular act constitutes bribery or corruption, or if there are any other queries or concerns, these should be raised through the confidential helpline set out in the Company’s Whistleblowing Policy and Procedure.

17. Training and Communication

All new employees will be briefed on this Policy as part of their induction training on first working day and all existing employees will receive regular training including but not limited to compliance with laws, regulations or internal written procedures relevant for the Group’s line of business and the position they hold in the Group.

The Group acts with due care before engaging with new business associates and ensure that they acknowledge the Group’s commitment on prohibiting bribery and corruption activities within the Group. The Compliance Officer shall ensure a copy of the Policy, the Group’s Code ofEthics and Conduct, and Whistleblowing Policy and Procedure (which are publicly disclosed on the Company’s website) are made available to each business associate through a periodic email reminder.Further details are set out in HTVB-ABMS-006 Guideline on Training and Communication.

18.Monitoring and Review

Established anti-bribery and corruption compliance function under the responsibility of the Compliance Officer shall oversee implementation of the Group’s ABMS and assess its effectiveness on mitigating bribery/corruption risks within the Group.Quarterly review must be performed on ABMS implementation and results of assessment will be reported to RMWC.