Anti-corruption Policy

Last updated: May 2025

1. INTRODUCTION

1.1 Pepwave International Limited (the “Company”), together with its affiliates (collectively, the “Group”), takes a zero-tolerance approach towards all forms of fraud or bribery. Guidance of what could constitute fraud and bribery are set out in Parts 3 and 4 of this Policy.

1.2 The Group recognises that fraud or bribery damages a company’s reputation and undermines its relationship with its regulator and its clients, business partners and competitors. It may lead to criminal prosecution of or regulatory action against a company or its employee, resulting in imposition of criminal or civil penalties, including fines and imprisonment, and could damage a company’s business.

1.3 The Group is committed to observing and upholding high standards of business integrity, honesty, fairness, impartiality and transparency in all its business dealings at all times. The Group 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.

1.4 Directors and senior management of the Group are responsible for ensuring effective implementation and in particular, the monitoring and investigation of any material fraudulent or bribery activities committed within the Group.

1.5 Questions in relation to this Policy should be directed to the Group’s compliance team at [email protected].

2. APPLICATION

2.1 This Policy applies to the Group, and to all directors, officers and employees of the Group (which, for these purposes, include all permanent, fixed-term, contract or temporary staff, wherever located) (collectively, the “Employee(s)”). The Group also encourages its clients, suppliers, consultants, contractors and other business partners to abide by the principles of this Policy.

2.2 The Group requires all Employees to conduct themselves with integrity, in an ethical and proper manner. All Employees must conduct their activities in full compliance with this Policy, the Prevention of Bribery Ordinance (Chapter 201 of the Laws of Hong Kong), and all other applicable laws relating to fraud or bribery in each jurisdiction to which the Employees and/or his/her conduct of business on behalf of the Group is subject (which may be stricter than those set out in this Policy). The breach of which may lead to disciplinary action, and might ultimately result in (immediate) termination of their employment and/or personal civil and/or criminal sanctions.

2.3 This Policy sets out the minimum standard of conduct to which all Employees are required to adhere to and should be read in conjunction with the Code of Conduct. It is every Employee’s responsibility to counter fraud and bribery by adhering to this Policy. No Employee will suffer demotion, penalty, or other adverse consequences for refusing improper advantages or bribes even if such refusal may result in the Group losing business.

3. FRAUD

3.1 The term “fraud” commonly encompasses deceptive conduct with the intention of making some form of financial or personal gain, or making another person suffer a loss. It includes, but is not limited to, deception, bribery, forgery, extortion, theft, conspiracy, embezzlement, misappropriation, false representation, concealment of material facts and collusion.

3.2 Examples of fraudulent behaviours that may impact the Group include but are not limited to:

a. obtaining financial advantages or any other benefits by deception or abuse of authority granted by virtue of one’s official position or duty;
b. unauthorised trading activities involving conflict of interest and/or gaining of personal interests;
c. improper use of business information not released to the public and/or commercially sensitive information;
d. theft, unauthorised use and/or disposal of Group’s asset or resources;
e. false accounting and/or misleading disclosures;
f. false declaration of work performed or misstatement of materials used in projects; and
g. false payroll, false invoicing or false expense claims.

3.3 One should note that there is no set monetary threshold that defines a fraud. It is not necessary for the fraud to be successful to be considered as a fraud.

4. BRIBERY AND KICKBACKS

4.1 Bribery involves giving or offering to give any advantages, directly or indirectly, to a government official (including officers, members or employees of public bodies) or any employee of a company or other person connected with a business, as an inducement or reward for or otherwise on account of such person’s conduct in relation to their employer’s/principal’s affairs. It also involves soliciting or accepting bribes.

4.2 Bribery usually occurs where a person offers advantages to another as an inducement or reward for the recipient’s improper performance of duties (usually to win or retain business or advantages), or where the recipient abuses his/ her authority or position for personal gain. Bribery can also take place where the offer or payment is made by or through a third party.

4.3 Bribes and kickbacks can consist of anything of value (i.e. an “advantage”), including:

a. any gift, loan, fee, reward or commission consisting of money or of any valuable security or of other property or interest in property of any description;
b. any office, employment or contract;
c. any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;
d. any other service or favour (other than entertainment), including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil or criminal nature, whether or not already instituted;
e. the exercise or forbearance from the exercise of any right or any power or duty; and
f. any offer, undertaking or promise, whether conditional or unconditional, of any advantage within the meaning of any of the preceding paragraphs.

4.4 Bribery is a criminal offence in most countries and regions. Some countries, notably the United States and the United Kingdom, have enacted anti-bribery laws which apply to the actions of citizens and domestic companies even if the activity takes place outside the United States and the United Kingdom. The anti-bribery laws in the United States and the United Kingdom can also apply to companies (wherever incorporated), which carry on a business or a part of a business in any part of the United States orIM4 the United Kingdom. Breach of these laws can lead to severe penalties for companies and individuals.

4.5 In this regard, Employees, whether acting in their own capacity or on the Group’s behalf, are strictly prohibited from:

a. offering, promising, giving or authorising, directly or indirectly, any bribe or kickback to or for the benefit of any person (whether in private or public office) in order to obtain any improper business or other improper advantage for the Group;
b. soliciting, accepting or receiving (whether for the Group’s benefit, their own benefit or that of their family, friends, associates or acquaintances) any bribe or kickback from any person (whether in private or public office) in return for providing any improper business or other improper advantage in relation to the Group’s business;
c. otherwise using illegal or improper means (including bribes, favours, blackmail, financial payments, inducements, secret commissions or other rewards) to influence the actions of others; or
d. acting as an intermediary for a third party in the solicitation, acceptance, payment or offer of a bribe or kickback.

4.6 Facilitation payments (i.e. payments demanded in return for speeding up or securing the performance of routine government actions, such as obtaining visas, permits or licences) are payments that may constitute a bribe and are prohibited in most countries. Any facilitating payment is strictly prohibited.

4.7 In complying strictly with the provisions in this Policy, Employees are expected to exercise common sense and judgement in assessing whether any arrangement could be perceived to be corrupt or otherwise inappropriate.

5. GIFTS AND HOSPITALITY

5.1 The Group is committed to dealing with its clients, suppliers, contractors and other business partners in a fair, honest and professional manner, while seeking best value for the business. The Group prohibits the solicitation of any advantage in any form by an employee from any person in connection with the Group’s business.

5.2 Business gifts and hospitality (the “Business Courtesies”) are customary courtesies designed to build goodwill among business partners. However, offering or receiving any Business Courtesies that might, or might be perceived to, compromise the Employee’s or the Group’s ability to make objective and fair business decisions, unfairly influence a business relationship, or induce the Employees to act against the Group’s interest, should be avoided/declined.

5.3 Employees are allowed to accept (but not solicit) the following gifts offered voluntarily if the refusal of which could be seen as unsociable or impolite:

a. Advertising or promotional gifts of a nominal value; and
b. if offered on festive or special occasions, subject to a maximum limit of HK$500 in value.

5.4 If an Employee wishes to accept a gift not covered above, he/she should follow the procedure prescribed in the Group’s Code of Conduct and seek permission in writing from his/her department head within 3 working days from the date of receipt or the date of awareness of the gift (whichever is the earlier). Each application should be carefully considered by the department head taking into account the following principles:

a. the offer should never be made in return for financial or personal gain;
b. the offer must be reasonable and not excessive in nature and value, both in isolation and when considered in the context of other gifts and hospitality offered to the same recipient;
c. the offer must be provided with the intent only to build or maintain a business relationship or offer normal courtesy, rather than to influence the Group’s or the recipient’s objectivity in making a specific business decision;
d. the offer must be appropriate and consistent with reasonable business practice, that the acceptance of which shall not jeopardise, or be perceived to jeopardise the Group’s or the recipient’s objectivity in making a specific business decision;
e. the public disclosure of the acceptance of the offer and/or the offeror should not cause embarrassment or disrepute to the Group or the recipient; and
f. the offer must be permissible under all applicable laws, rules and regulations.

5.5 Proper records of these applications made under paragraph 5.4 are to be maintained and must record the nature, purpose, value, date, details of the giver and receiver and whether permission has been granted for the applicant to retain the gift or other directions have been given to dispose of the gift.

5.6 Although the Group accepts hospitality such as offers of meals or entertainment are common forms of business and social behaviour, Employees should politely decline invitations to meals or entertainment that are excessive in nature or frequency. Without violating principles laid down in paragraph 5.4 above, Employee might accept an invitation if it is considered impolite to decline, with the understanding that he/she will be allowed to reciprocate.

5.7 The Group obtains business on the merits of our products and people. Employees should never offer to a government official, or to any other persons, any advantage that is of more than nominal value or goes beyond the common courtesy associated with accepted business practices in connection with the Group’s business. Offering gifts in the form of food for festive occasions to customers and suppliers (but not a government official) are acceptable provided that they are: (i) appropriate under the specific custom or culture and commonly accepted business courtesies, (ii) not excessive in frequency and value, and (iii) are permissible under all laws, rules and regulations applicable to both the Employee and the intended recipient.¹

5.8 In determining whether a specific business courtesy lies within the bounds of acceptable business practice, employees are encouraged to discuss the issue with their department head. If an Employee has to act on behalf of a client in the course of carrying out the Group’s business, he/she should also comply with any additional restrictions on acceptance or offering of advantages that may be imposed by the client.

6. COMMUNICATION OF THE POLICY AND TRAINING

6.1 This Policy is published online and made available to all Employees via the intranet. It is the responsibility of every department head to communicate this Policy to the Employees they are responsible for. Department heads should ensure that all Employees reporting to them understand and comply with this Policy.

6.2 Employees should receive regular anti-corruption training, updates and briefing relating to the Group’s anti-corruption policy and practices, fraud and bribery risks, as well as compliance with laws, regulations and standards of conduct which are relevant for their field of business.

6.3 The Group’s zero-tolerance approach towards all forms of fraud and bribery will, where appropriate, be communicated to clients, suppliers, contractors and other business partners. The Group will not knowingly deal with businesses known to be paying bribes and/or engaging in corrupt activity.

7. RECORDS, ACCOUNTS AND OTHER DOCUMENTS

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

7.2 The Group requires Employees’ cooperation in honest, accurate and timely recording and reporting of information in order to make responsible business decisions. Accurate records of all company transactions must be kept. All business expenses must be supported by appropriate documentation and be documented and recorded accurately in a timely manner. Employees may obtain a copy of the Group’s expense approval guidelines from the Finance & Accounting department.

7.3 All of the Group’s books, records, accounts and financial statements must:

a. be maintained in reasonable detail;
b. appropriately and accurately reflect the Group’s transactions;
c. conform both to applicable legal requirements and to the Group’s system of internal controls; and
d. be promptly disclosed in accordance with any applicable laws or regulations, bearing in mind that the Group includes a listed company subject to the Listing Rules of the Stock Exchange of Hong Kong with public disclosure requirements thereunder.

The falsification of any book, record or account of any company within the Group is strictly prohibited.

7.4 It is the Group’s policy to comply with all applicable financial reporting and accounting regulations. If any Employee has any concerns or complaints regarding accounting or auditing matters of the Group, the Employee is strongly encouraged to submit those concerns to the head of the Finance & Accounting department and/or his/her department head.

8. REPORTING AND INVESTIGATION PROCEDURES

8.1 Employees are actively encouraged to report any concerns regarding fraud and bribery. 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 Group’s Whistleblowing Policy. The Whistleblowing Policy provides a confidential reporting mechanism for Employees and those who deal with the Group to raise their concerns on or report any suspected impropriety, misconduct or malpractice.

8.2 Procedures are in place to ensure that any such reports of alleged or suspected fraud or bribery are properly logged, investigated and followed-up or sanctioned appropriately. All concerns raised or reports made are to be treated confidentially to the fullest extent practicable. Retaliation of any kind against any Employee for making good faith reports about actual or suspected violation of this Policy will not be permitted.

8.3 To facilitate investigation into these reports and any other alleged or suspected breach of this Policy, all departments and Employees must cooperate fully and openly with any investigation undertaken by the Group. Failure to cooperate or to provide truthful information may also lead to the Employees being subject to disciplinary action, up to and including dismissal.

9. REVIEW OF THE POLICY

9.1 This policy has been approved by the Group. The Group shall review this Policy from time to time in accordance with its corporate strategies and development on governance issues relating to its operations.

Remarks

Such gifts or hospitality also should not exceed any limits imposed by the recipient’s organisation.

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

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