Corporate Governance

Board of Directors

Executive Directors

Dr. Dong Bin ("Dr. Dong")

Dr. Dong was appointed as an executive Director on 8 November 2024, graduated from the Department of Economics of the Tianjin Institute of Finance in 1997. He subsequently obtained a Master of Business Administration from Keele University in the United Kingdom in 2004. He also holds a doctorate in Management Science and Engineering from the China University of Mining and Technology (Beijing), awarded in 2018.

Dr. Dong possesses over 20 years of experience in business management. In 2005, Dr. Dong was appointed as the International Marketing Director of Beijing Urban Construction Group Co., Ltd.. Dr. Dong was subsequently appointed as the managing director of 北京城建德博建築技術有限公司. From 2013 to 2017, Dr. Dong was the General Manager of the International Cooperation Department of Beijing Capital Group and served at the Capital Account Management Department of the State Administration of Foreign Exchange on secondment.

Since 2019, Dr. Dong has been the chairman of 北京郡王府文化藝術有限公司. Dr. Dong is currently the honorary president of the Chaoyang (Beijing) Foreign Economic Cooperation Association, the Executive President of the Sino- International Entrepreneurs Federation, the Director and Chief Representative of the Beijing Centre of the Sino- International Entrepreneurs Federation, an executive member of the Chaoyang District Federation of Industry and Commerce of Beijing Municipality, the Director of the Center for the Study of Group 20, and the chairman of the organising committees of the Sino-European Entrepreneurs Summit, the China-Africa Investment Summit and the Sino-Australasian Entrepreneurs Summit.

From 1 June 2023 to 20 January 2025, Dr. Dong served as an executive director and the vice chairman of the board of directors of KNT Holdings Limited, the issued shares of which are listed and traded on the Main Board of the Stock Exchange (stock code: 1025).

Mr. Chan Ting Leuk Arthur ("Mr. Chan")

Mr. Chan was appointed as an executive Director on 17 January 2025, aged 44, has over 17 years of experience in business and technology development. He is a director of Fu Hoi Insurance Management Limited which is engaged in investment, business development and compliance. Mr. Chan served as an executive director of Global Strategic Group Limited, a company listed on GEM of the Stock Exchange from 13 May 2024 to 17 January 2025. He has also served as an independent non-executive director of Grown Up Group Investment Holdings Limited, a company listed on the Main Board of the Stock Exchange since August 2022. He is also a co-founder and director of each of Micron Digital Corporation (HK) Limited, a company that leverages technology on motion sensors, and The Trend (HK) Holding Limited T/A EHUBS, a company focusing on medication delivery solutions in China.

Mr. Chan obtained a Master’s degree in Engineering Science from The University of New South Wales in 2004 and a bachelor’s degree in Computing Science from Queen’s University in 2003.

Non-executive Directors

Mr. Shum Tsz Yeung ("Mr. Shum")

Mr. Shum has been the non-executive Director since 14 November 2021. He has over 20 years of experience in accounting, auditing, advisory on corporate governance, internal control, financial management and business administration. He is currently a chief financial officer of Sang Hing Holdings (International) Limited (stock code: 1472), a company listed on the Main Board of the Stock Exchange since July 2018.

Independent Non-executive Directors

Mr. Hung Wai Che ("Mr. Hung")

Mr. Hung has been the independent non-executive Director since 30 December 2021. He has over 14 years of experience in legal field and operating and managing various energy and recycling projects including power station and oil refinery factories in China and Hong Kong. He graduated from the University of Wales, Aberystwyth, United Kingdom with Honours Degree in Law.

Mr. Choi Ho Yan ("Mr. Choi")

Mr. Choi has been the independent non-executive Director since 12 February 2022. He has over 23 years of extensive experience in accounting, auditing, corporate finance and restructuring, investor relations, and project acquisitions. He also has experience in serving listed companies operating in Mainland China, Hong Kong and Singapore. He graduated from University of Hertfordshire, the United Kingdom in July 1998 with a bachelor of arts.

Mr. Yiu Yu Hong John ("Mr. Yiu")

Mr. Yiu has been the independent non-executive Director since 1 April 2022. He has over 11 years of experience in the logistics sector. He served as the warehouse manager at Sum Kee Metal Company Limited since July 2010. He received his Diploma of Culinary Arts from Pacific Institute of Culinary Arts in Canada in 2009.

List of Directors and Their Role and Function

LIST OF DIRECTORS AND THEIR ROLE AND FUNCTION

Board Committees

Audit Committee

Terms of reference Download

Remuneration Committee

Terms of reference Download

Nomination Committee

Terms of reference Download

Amended and Restated Memorandum and Articles of Association

SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Dividend Policy Download

NOMINATION POLICY(the “Policy”)

1. PURPOSE

1.1The Policy sets out the principles which guide the board of directors (the “Board”) of Jimu Group Limited (the “Company” together with its subsidiaries, the “Group”) to identify and evaluate a candidate for nomination to the Board for appointment or shareholders of the Company for election, as a director of the Company;

1.2 ensure that the Board has a balance of skills, experience and diversity of perspectives appropriate to the Company; and

1.3ensure the Board continuity and appropriate leadership at board level.

2. RESPONSIBILITIES

2.1 The Board may delegate its responsibilities and authority for selection and appointment of directors of the Company to the Nomination Committee of the Board (the “Nomination Committee”); and

2.2 Without prejudice to the authority and duties of the Nomination Committee as set out in its terms of reference, the ultimate responsibility for selection and appointment of directors of the Company rests with the entire Board.

3. NOMINATION CRITERIA

The Board shall consider a number of factors in making nominations, including but not limited to the following:

3.1 Skills, Experience and Professional Expertise

The candidate should possess the skills, knowledge, experience and professional expertise which are relevant to the operations of the Company and its subsidiaries.

3.2 Diversity

Candidates should be considered on merit and against objective criteria, with due regard to the diversity perspectives set out in the Board Diversity Policy of the Company.

3.3 Commitment

The candidate should be able to devote sufficient time to attend the board meetings and participate in induction, training and other board associated activities. In particular, if the proposed candidate will be nominated as an independent non-executive director (“INED”) and will be holding his/her seventh (or more) listed company directorship, the Board should consider the reason given by the candidate for being able to devote sufficient time to the Board meetings.

3.4 Standing

The candidate must satisfy the Board and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) that he/she has the character, experience and integrity, and is able to demonstrate a standard of competence commensurate with the relevant position as a director of the Company.

3.5Independence

The candidate to be nominated as an INED must satisfy the independence criteria set out in Rule 5.09 of the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the “GEM Listing Rules”). Where applicable, the totality of the candidate’s education, qualifications and experience shall also be evaluated to consider whether he or she has the appropriate professional qualifications or accounting or related financial management expertise for filling the office of an INED.

4. NOMINATION PROCEDURES

4.1 Appointment of New and Replacement Directors

a. If the Nomination Committee and/or Board determines that an additional or replacement Director is required, it will deploy multiple channels for identifying suitable director candidates, including, but not limited, to referral from Directors, shareholders, management, advisors of the Company and external executive search firms; and

b. Upon compilation and interview of the list of potential candidates, the Board based on the selection criteria and such other factors that it considers appropriate. The Board has the final authority on determining suitable director candidate for appointment.

4.2 Re-election of Directors and Nomination from Shareholders

a. Where a retiring Director, being eligible, offers himself for re-election, the Board shall consider and, if consider appropriate, recommend such retiring Director to stand for re-election at a general meeting. A circular containing the requisite information on such retiring Director will be sent to shareholders prior to a general meeting in accordance with the GEM Listing Rules; and

b. Any shareholder of the Company who wishes to nominate a person to stand for election as a Director at a general meeting must lodge with the company secretary of the Company within the lodgment period specified in the relevant shareholder circular (a) a written nomination of the candidate; (b) written confirmation from such nominated candidate of his willingness to stand for election; and (c) biographical details of such nominated candidate as required under Rule 17.50(2) of the GEM Listing Rules. Particulars of the candidate so proposed will be sent to all shareholders for information by a supplementary circular.

5.MONITORING AND REVIEW OF THIS POLICY

5.1A summary of the Policy including the nomination procedures and the process and criteria adopted for selection and recommendation for directorship should be disclosed in the corporate governance report of the Company on an annual basis; and

5.2The Board will from time to time review this Policy and monitor its implementation to ensure its continued effectiveness and compliance with regulatory requirements and good corporate governance practice.

SHAREHOLDERS’ COMMUNICATION POLICY (the “Policy”)

1. PURPOSE

1.1 This Policy aims to set out the Company’s strategies for maintaining continuous and open communication with its shareholders (“Shareholders”) of Jimu Group Limited (the “Company” together with its subsidiaries, the “Group”) and other stakeholders (including potential investors) with balanced and understandable information about the Company.

2. GENERAL POLICY

2.1 The board of directors of the Company (the “Board”) shall maintain an on-going dialogue with Shareholders and the investment community and is aimed at establishing a two-way relationship and communication between the Company and its Shareholders.

2.2 The Board shall establish and reviewing the Policy on a regular basis to ensure its effectiveness.

2.3 Information shall be communicated to Shareholders and the investment community mainly through the following communication channels:

a. Company’s publications such as financial reports (quarterly, interim and annual reports), results announcements, corporate announcement and circulars (“Corporate Communications”);

b. annual general meetings and other general meetings; and

c. investors and analysts meetings.

3. COMMUNICATION STRATEGIES

Corporate communication

3.1 Corporate Communications containing regulatory disclosures and notices of the Company will be provided to Shareholders in accordance with the legal and regulatory requirement applicable to the Company for the information or action of holders of its securities. Corporate Communications will be written in plain language and in both English and Chinese versions to facilitate Shareholders’ understanding;

Corporate Website

3.2 The Company is committed to maintaining a corporate website with general information about the Company and its business. Information on the Company’s website will be updated on a regular basis;

3.3 The Company’s website contains a dedicated section for investors under which the relevant corporate communication as released by the Company to the Stock Exchange of Hong Kong Limited will be made available;

3.4 Any other material or information deemed necessary for the purpose of the Policy will be made available on the Company’s website as soon as practicable

Shareholders’ enquiries

3.5 The Company’s Hong Kong Branch Registrar will answer Shareholders’ questions regarding their shareholding or corporate communication;

3.6 Shareholders and other stakeholders may at any time make a request for the Company’s information to the extent such information is publicly available through the Company’s designated contacts, email addresses and enquiry lines

Shareholders’ Meetings

3.7 Shareholders are encouraged to participate in general meetings or to appoint proxies to attend and, on poll, vote at meetings for and on their behalf if they are unable to attend the meetings;

3.8 Appropriate arrangements for the general meetings shall be in place to encourage and facilitate Shareholders’ participation;

3.9 The process of the Company’s general meetings will be monitored and reviewed on a regular basis, and, if necessary, changes will be made to ensure that Shareholders’ needs are best served;

3.10 Board members, in particular, the chairman of the Board, the chairmen of Board committees or their delegates and external auditors shall attend annual general meetings to answer Shareholders’ questions;

Investment Market Communications

3.11 Investor/analysts briefings and one-on-one meetings, roadshows (both domestic and international), media interviews, marketing activities for investors and specialist industry forums etc will be available on a regular basis in order to facilitate communication between the Company, Shareholders and the investment community; and

3.12 The Company’s directors, designated spokespersons and employees who have contacts or dialogues with investors, analysts, media or other interested outside parties are required to comply with the disclosure obligations and requirements under the relevant laws and regulations

SHAREHOLDER PRIVACY

4.1 The Company recognises the importance of Shareholders’ privacy and will not disclose Shareholders’ information without their consent, unless required by law to do so.

CORPORATE COMMUNICATIONS REQUEST FORM (FOR REGISTERED SHAREHOLDERS)

Notification Letter and Change Request Form to Registered Holders

CORPORATE COMMUNICATIONS REQUEST FORM (FOR NON-REGISTERED SHAREHOLDERS)

Notification Letter and Request Form to Non-Registered Holders

BOARD DIVERSITY POLICY (the “Policy”)

1. PURPOSE

1.1 The Policy sets out the approach of Jimu Group Limited (the “Company” together with its subsidiaries, the “Group”) to ensuring adequate diversity in its board of directors (the “Board”).

2. POLICY STATEMENT

2.1 The Company recognises and embraces the benefits of having a diverse Board, and sees increasing diversity at Board level as an essential element in maintaining a competitive advantage in supporting the attainment of its strategic objectives and its sustainable development. A truly diverse Board will include and make good use of difference in the professional experience, skills, knowledge, cultural and educational background, gender, age, ethnicity and other qualities of directors. These differences will be considered in determining the optimum composition of the Board and when possible, should be balanced appropriately. All Board appointments are made on merit, in the context of skills and experience the Board as a whole required to be effective.

3. MEASURABLE OBJECTIVES

3.1 Selection of candidates will be based on a range of diversity perspectives, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board. The Board composition will be disclosed in the Corporate Governance Report annually.

3.2 The nomination committee of the Board (the “Nomination Committee”) will monitor the implementation of this policy and review benchmarking metrics for achieving diversity annually or as needed to ensure they are aligned with business developments and strategic plans.

3.3 The Nomination Committee will conduct regular assessment of the gender diversity profile, including the gender balance at the board level and progress towards achieving gender diversity targets.

3.4 The Nomination Committee will disclose and explain annually, in the Corporate Governance Report:

a. the Board composition under diversified perspectives;

b. how and when gender diversity will be achieved in respect of the Board, if applicable;

c. the numerical targets and timelines set for achieving gender diversity on the Board, if any; and

d. what measures the Company has adopted to develop a pipeline of potential successors to the Board to achieve gender diversity, if applicable.

4. REVIEW OF THIS POLICY

4.1 The Nomination Committee will review this Policy at least on annual basis, as appropriate, to ensure the effectiveness of this Policy. The Nomination Committee will discuss any revisions that may be required, and recommend any such revisions to the Board for consideration and approval.

5. DISCLOSURE OF THIS POLICY

5.1 A summary of this Policy together with the measurable objectives set for implementing this Policy, and the progress made towards achieving those objectives will be disclosed in the annual Corporate Governance Report.

WHISTLEBLOWING POLICY (the “Policy”)

1. PURPOSE

1.1 Jimu Group Limited (the “Company” together with its subsidiaries, the “Group”) is committed to maintaining high standards of business ethics and corporate governance. We believe in dealing appropriately with our employees, those with whom we do business and the communities in which we operate.

1.2 We therefore require our employees and encourage third parties to report concerns about improprieties relating to the Group.

1.3 This policy aims to provide reporting channels and guidance on reporting possible improprieties, and reassurance to persons reporting his/her concerns under this Policy (the “Whistleblowers”) of the protection that the Group will extend to them against unfair disciplinary action or victimisation for any genuine reports made.

1.4 This Policy applies to all employees (including secondees), officers, directors of the Group (together, the “Relevant Persons”) and external third parties who deal with the Group (including but not limited to customers and suppliers) (“External Parties”).

2. WHISTLEBLOWING AND REPORTABLE CONCERNS

2.1 It is impossible to provide an exhaustive list of the activities that constitute impropriety, misconduct or malpractice covered by this Policy. These procedures are intended to cover serious concerns that could have an impact to the Group, examples of reportable concerns include but not limited to the following:

criminal offences (including bribery and corruption) or noncompliance of other legal or regulatory requirements;
impropriety in financial reporting, internal controls and/ or other financial matters of the Group;
misconduct, malpractice, negligence or unethical behaviour;
misappropriation of the Group’s property;
any action which endangers the health and safety of the Group’s employees or other stakeholders;
violation of the policies and guidelines of the Group;
improper use or leakage of the Group’s confidential or commercially sensitive information; and
deliberate concealment of any of the above.

2.2 Please note that complaints related to customer services or products, as well as loss of properties on the Group premises or under the Group’s custody, are normally not reported under this Policy, unless they involve misconduct, malpractice or irregularity as listed above. Otherwise, they are handled by the relevant functions (e.g. customer service or security).

3. PROTECTION FOR WHISTLEBLOWERS

3.1 In making a report, the Whistleblower should exercise due care to ensure the accuracy of the information.

3.2 Whistleblowers making genuine and appropriate reports are assured of fair treatment. In addition, all Relevant Persons are also assured of protection against unfair dismissal, victimization or unwarranted disciplinary action.

3.3 The Group reserves the right to take appropriate actions against anyone (Relevant Persons or External Parties) who initiates or threatens to initiate retaliation against the Whistleblowers. In particular, Relevant Persons who initiate or threaten retaliation will be subject to disciplinary actions, which may include summary dismissal.

4. CONFIDENTIALITY

4.1 All information received (including the identity of the Whistleblower) will be kept confidential, except (i) where the Group is required by law, regulation, at the lawful request of any relevant authorities including but not limited to The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or other competent governmental or regulatory bodies, or by the order or directive of any court having jurisdiction over the Group to disclose it; (ii) in the opinion of the Audit Committee of the Company (the “Audit Committee”), it is material to the investigation or in the interest of the Company to disclose the identity; and (iii) the information received and identity of the Whistleblower are already public knowledge.

4.2 In order not to jeopardise the investigation, the Whistleblower is also required to keep confidential the fact that a report has been made, the nature of the impropriety concerned and the identities of those involved, unless required to disclose such information by law, regulation, at the lawful request of any relevant authorities or by the order or directive of any court.

5. REPORTING CHANNELS

5.1 Every report shall be made in person or in writing either by email to [email protected] (accessed by Disciplinary Inspection and Supervision Department) or by post to “Chairman of the Audit Committee – Jimu Group Limited” at Suite 2105, 21/F, Central Plaza, 18 Harbour Road, Hong Kong who shall report to the Chairman of the Audit Committee. The Chairman of the Audit Committee shall then determine the course of action to pursue, with power to delegate, with respect to the report.

5.2 All written reports by post shall be sent in a sealed envelope clearly marked “Strictly Private and Confidential - To be Opened by Addressee” to ensure confidentiality.

5.3 If the Chairman of the Audit Committee is being complained against, the report should be made in person or by post addressed to other members of the Audit Committee at the same address.

5.4 Each Whistleblower is required to provide details of improprieties (including relevant incident(s), behaviour, activity or activities, name(s), date(s), place(s) and any other relevant information).

6. ANONYMOUS REPORT

6.1 Whistleblowers are strongly encouraged to provide their names and contact details, so that clarification of the reports made or further appropriate information can be obtained directly from them, where required. However, it is recognised that in some cases Whistleblowers may not feel comfortable identifying himself or herself. In these cases, anonymous reports may be submitted.

7. INVESTIGATIONS

7.1 The format and length of an investigation will vary depending upon the nature and particular circumstances of each report made. Where appropriate, the reports raised may:

a. be investigated internally by the Audit Committee or any suitable person, team or department of the Group as determined and delegated by the Audit Committee;

b. be referred to the external auditor as instructed by the Audit Committee;

c. be referred to the relevant public or regulatory bodies as instructed by the Audit Committee; and/or

d. form the subject of any other actions as the Audit Committee may determine in the best interest of the Group.

7.2 The Chief Executive Officer or the Chairman of the Audit Committee where warranted will respond to the Whistleblower, if contactable, as soon as practicable upon receipt of the report:

a. acknowledging receipt of the report;

b. advising the Whistleblower as to whether or not the matter will be investigated further and, as appropriate, the actions taken or being taken or the reasons for no investigation being made;

c. where practicable, giving an estimate of the timeline for the investigation and final response; and

d. indicating if any remedial or legal action is or is to be taken.

8.FALSE REPORTS

8.1 If a Whistleblower makes an untrue report maliciously, with an ulterior motive, or for personal gain, the Group reserves the right to take appropriate actions against any relevant person (including the Whistleblower) to recover any loss or damage as a result of the untrue report. In particular, Relevant Persons may face disciplinary action, including dismissal where appropriate.

9. RESPONSIBILITY AND REVIEW OF THE POLICY

9.1 This Policy has been approved by the board of directors of the Company (the “Board”) on <date> and is subject to review by the Board from time to time to ensure it remains relevant to the Group’s needs and reflects the current regulatory requirement.

9.2 This Policy shall be read in conjunction with and subject to any relevant laws, regulations, rules, directives or guidelines that the Stock Exchange or any other regulatory bodies may from time to time prescribe or issue on the matters governed by this Policy.

9.3 The Group’s business is mainly located in Mainland China and Hong Kong and it has business dealings with External Parties from all over the world. Accordingly, members of the Group may, to the extent not inconsistent or conflict with this Policy, put in place specific policies on whistleblowing based on the laws, regulations, rules, directives or guidelines of any regulatory bodies of any jurisdictions applicable to such members.

9.4 In the event that any procedures herein are inconsistent or in conflict with any relevant laws, regulations, rules, directives or guidelines as prescribed by the Stock Exchange or any other regulatory bodies or any part thereof (the "Legal Requirements”), the latter shall prevail to the extent of such inconsistency or conflict unless the procedures herein comply with the Legal Requirements and are more stringent than the Legal Requirements.

9.5 The Audit Committee has overall responsibility for the implementation of this Policy, and has delegated the day-to-day responsibility for the administration of this Policy to the Board Office of the Company.

BOARD DIVERSITY POLICY (the “Policy”)

1. PURPOSE

2. POLICY STATEMENT

3. MEASURABLE OBJECTIVES

3.3 The Nomination Committee will conduct regular assessment of the gender diversity profile, including the gender balance at the board level and progress towards achieving gender diversity targets.

3.4 The Nomination Committee will disclose and explain annually, in the Corporate Governance Report:

a. the Board composition under diversified perspectives;

b. how and when gender diversity will be achieved in respect of the Board, if applicable;

c. the numerical targets and timelines set for achieving gender diversity on the Board, if any; and

d. what measures the Company has adopted to develop a pipeline of potential successors to the Board to achieve gender diversity, if applicable.

4. REVIEW OF THIS POLICY

5. DISCLOSURE OF THIS POLICY

ANTI-CORRUPTION POLICY

INTRODUCTION

1. Jimu Group Limited d (the “Company”) and its subsidiaries (collectively, the “Group”) are committed to conducting business honestly, ethically and with integrity. In line with such commitment, this Policy sets out the responsibilities of all business units and employees of the Group to comply with the applicable anti-corruption laws, rules and regulations. The Group adopts a zero-tolerance principle against corrupt practices.

1. The Company strictly prohibits any form of fraud or bribery, and is committed to prevention, deterrence, detection, reporting and investigation of all forms of fraud and bribery.

1. An ethical environment in the workplace contributes to profitability, secures the trust with stakeholders, improves the operational efficiency and enhances the mutual trust among staff at all levels.

SCOPE

1. This Policy sets out the basic standard of conduct which applies to all directors, officers and employees at all levels of the Group (collectively known as “Employees”). All Employees must conduct their activities in full compliance with this Policy, the Prevention of Bribery Ordinance (Cap 201 of the Laws of Hong Kong) (“POBO”), and all other applicable laws relating to bribery or corruption in each jurisdiction in which the Employees do business. It also provides guidance to all Employees on acceptance of advantage and handling of conflict of interest when dealing with the Company’s business. The Company also encourages and expects its business partners including suppliers, contractors and clients to abide by the principles of this Policy.

ACCEPTANCE OF ADVANTAGE

1. Gifts

Business gifts is customary courtesy designed to build goodwill among business partners. Offering or receiving any gift, gratuity or other favors that might be perceived to unfairly influence a business relationship should be avoided. The following guidelines apply at all times.

1. 1. All Employees should not solicit or accept any advantage for themselves or others, from any person, company or organisation having business dealings with the Group or any subordinate, except that they may accept (but not solicit) the following when offered on a voluntary basis:

1. 1. 1. advertising or promotional gifts or souvenirs of a nominal value; or

1. 1. 1. gifts given on festive or special occasions, subject to a maximum limit of HK$500 in value; or

1. 1. 1. discounts or other special offers given by any person or company to them as customers, on terms and conditions equally applicable to other customers in general.

1. 1. Gifts or souvenirs described in paragraph 3.1.1 (a) that are presented to the Employees in official functions are deemed as offers to the Company. The Employees concerned should report the acceptance to the Company and seek direction as to how to handle the gifts or souvenirs from the Chief Executive Officer of the Company. If employee wishes to accept any advantage not covered in paragraph 3, he/she should also seek permission from the Chief Executive Officer of the Company.

1. 1. However, Employees should decline an offer of advantage if acceptance could affect his/her objectivity in conducting the business of the Group or induce him/her to act against the interest of the Group, or acceptance will likely lead to perception or allegation of impropriety.

1. 1. If employee has to act on behalf of a client in the course of carrying out the business of the Group, he/she should also comply with any additional restrictions on acceptance of advantage that may be set by the client (e.g. Employees performing any duties under a government or public body contract will normally be prohibited from accepting advantages in relation to that contract).

1. 1. Employees must not accept, or permit any member of his or her immediate family to accept any gifts, gratuities, or other favours from any customer, supplier, or other person doing or seeking to do business with the Company, other than items of nominal value. Any gifts that are not of nominal value should be returned immediately and reported to your supervisor. If immediate return is not practical, they should be given to the Company for charitable disposition.

1. Entertainment

1. 1. Although entertainment (e.g. provision of food and drink) is an acceptable form of business and social behaviour, all Employees should avoid accepting lavish or frequent entertainment from persons with whom the Group has business dealing (e.g. suppliers or contractors) or from his / her subordinates to avoid placing himself / herself in a position of obligation.

1. 1. In certain circumstances, a free entertainment may amount to “a discharge of an obligation to pay” which is an advantage under the POBO.

OFFER OF ADVANTAGE

1. All Employees are prohibited from offering advantages to any director, staff member or agent of another company or organisation, for the purpose of influencing such person in any dealing, or any public official, whether directly or indirectly through a third party, when conducting the business of the Group. Even when an offer of advantage carries no intention of improper influence, it should be ascertained that the intended recipient is permitted by his employer/principal to accept it under the relevant circumstance before the advantage is offered.

CONFLICT OF INTEREST

1. All Employees should avoid any conflict of interest situation (i.e. situation where their private interest conflicts with the interest of the Group) or the perception of such conflicts. When actual or potential conflict of interest arises, the subject employee should make a declaration to the Director of the Company.

1. Some common examples of conflict of interest are described below but they are by no means exhaustive:

An employee involved in a procurement exercise is closely related to or has financial interest in the business of a supplier who is being considered for selection by the Company.

One of the candidates under consideration in a recruitment or promotion exercise is a family member, a relative or a close personal friend of the employee involved in the process.

A Director of the Company has financial interest in a company whose quotation or tender is under consideration by the Company.

An employee (full-time or part-time) undertaking part-time work with a supplier whom he is responsible for monitoring.

RECORDS, ACCOUNTS AND OTHER DOCUMENTS

1. All Employees should ensure that all records, receipts, accounts or other documents they submit to the Company give a true representation of the facts, events or business transactions as shown in the documents. Intentional use of documents containing false information to deceive or mislead the Company, regardless of whether there is any gain or advantage involved, is prohibited.

1. The Company should establish a robust financial and accounting control system, including adequate segregation of duties, authorisation controls and logging of entries or changes to ensure accuracy and completeness of its books of account, as well as to prevent or detect any irregularities. Such system is subject to regular review and audit.

1. Accurate records of all company transactions and business courtesies must be kept. All receipts and expenditures must be supported by documents that describe them accurately and properly. The falsification of any book, record or account of any company within the Group is prohibited.

COMPLIANCE WITH LAWS OF HONG KONG AND IN OTHER JURISDICTIONS

1. All Employees must comply with all local laws and regulations when conducting the business of the Group, and also those in other jurisdictions when conducting business there or where applicable.

Failure to comply with this Policy and applicable laws and regulations relating to anti- corruption may result in disciplinary action (which may include immediate termination) and where applicable, criminal prosecution against the parties concerned.

REPORTING AND INVESTIGATION PROCEDURES

1. If an employee becomes aware of any actual or suspected breach of this Policy, he/she must report such incidents in accordance with the reporting channels and process stated in the Company’s Whistleblowing Policy which provides a mechanism for Employees and those who deal with the Group to raise concerns on any suspected impropriety, misconduct or malpractice through confidential reporting channels.

1. Employees must cooperate fully and openly with any investigation in alleged or suspected corrupt activity or breach of this Policy. Failure to cooperate or to provide truthful information may also lead to the Employee being subject to disciplinary action, up to and including dismissal.

TRAINING AND COMMUNICATION

1. The Company is to make this Policy available to all Employees. The Company provides regular anti-corruption training and briefing to all Employees. Further training will also be arranged to ensure that Employees are aware of the Company’s anti-corruption practices as well as the compliance with laws, regulations and standards of conduct, which are relevant for their field of business.

1. It is the responsibility of every manager or key employee to communicate this Policy. Managers or key Employees should ensure that all Employees reporting to them, and external parties within their area of responsibility working on behalf of their respective companies, understand and comply with the prohibitions in this Policy.

1. The Company’s zero-tolerance approach on bribery and corruption will, where appropriate, be communicated to clients, suppliers, contractors and business partners.

REVIEW OF THE POLICY

1. The Company shall review regularly this Policy to improve its effectiveness.

1. This Policy should be available to all Employees.

1. This Policy should be available on the Company’s website.

Note: If there is any inconsistency between the English and Chinese versions of this document, the English version shall prevail.