Whistleblowing Policy

Last updated: May 2025

1. INTRODUCTION

1.1 Pepwave International Limited (the “Company”), together with its affiliates (collectively, the “Group”), is committed to conducting its business in accordance with the highest standard of openness, probity and accountability.

1.2 The Group recognises receiving alerts at the earliest opportunity may significantly prevent and/or reduce harm to the business and its stakeholders arising from impropriety, misconduct or malpractice within or concerning the Group. The Group therefore strives to maintain a workplace environment that facilitates open and honest communication and encourages the Group’s Employees (as defined below) and those who deal with the Group (e.g. clients, suppliers, consultants, contractors and business partners) to raise their concerns on any suspected impropriety, misconduct, malpractice or corruption.

1.3 As part of that commitment, this Policy provides a confidential reporting mechanism for Employees (as defined below) and those who deal with the Group to raise a concern on or make a report of any suspected instances, and to ensure that any such reports are properly logged, investigated and followed-up or sanctioned appropriately.

1.4 This Policy further provides reassurance to whistleblowers protection that the Group will afford to them. 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 impropriety, misconduct or malpractice will not be permitted.

1.5 The Group’s compliance team has been delegated the day-to-day responsibility for the administration and implementation of this Policy, and in particular, the investigation of any Reportable Misconduct (as defined below) lodged to the Group.

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

2. SCOPE

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 all and any third parties who deal with the Group to make use of this Policy in the event of an actual or suspected impropriety, misconduct or malpractice.

2.2 This Policy is intended to assist individuals who believe they have discovered impropriety, misconduct or malpractice within the Group or to which the Group and/or its Employees relates to report it. Matters that are covered by this Policy includes the occurrence (or a likely occurrence) of:

a. Criminal offences, including but not limited to dishonesty offences such as fraud, corruption, forgery, criminal breach of trust, insider trading;
b. A failure to comply with any applicable legal or regulatory obligations;
c. Endangerment of the health and safety of an individual;
d. A breach of civil law and miscarriage of justice;
e. Malpractice, impropriety or fraud relating to internal controls, accounting, auditing and other financial matters of the Group;
f. Violation of the Group’s rules of conduct, including but not limited to the Code of Conduct and Anti-Corruption Policy;
g. Improper conduct or unethical behaviour likely to prejudice the reputation or standing of the Group;
h. Professional malpractices or wrongdoings;
i. Detrimental actions (as defined below) against an Employee who makes a report in good faith (or any Employee assisting the whistleblowing employee); and
j. Deliberate concealment of any of the above.

(each a “Reportable Misconduct”).

The list of Reportable Misconducts above is not exhaustive and Reportable Misconducts may include other circumstances that places the Group’s business reputation at risk or cause the Group to contravene any applicable laws or regulations.

2.3 This Policy is not designed for questioning the financial or business decisions of the Group. Unless involving one of the events in paragraph 2.2 above, matters listed below are also not normally within the scope of this Policy:

a. General feedback and enquiries;
b. Rules interpretations;
c. Media enquiries;
d. Enquiries about the Group’s products and services; and
e. Personal disputes with or a grievance or complaint against an Employee.

If appropriate, they will be handled by the relevant departments of the Group and the feedback thereby received may be forwarded to such relevant departments.

2.4 If an Employee is unsure whether a particular act or omission constitutes a Reportable Misconduct under this Policy, they are encouraged to seek advice from the Group’s compliance team.

3. REPORTING PROCEDURE

3.1 Anyone who intends to lodge a report on a Reportable Misconduct shall lodge such a report in writing to the Groups compliance team by email at [email protected] or by post at Unit A5, 5/F, Hong Kong Spinners Industrial Building Phase 6, 481 Castle Peak Road, Lai Chi Kok, Kowloon, Hong Kong.¹ An Employee may, depending on the subject matter and nature of his/her intended report, opt to copy their department head/immediate supervisor or not. One who lodged a report shall hereafter be referred to as a “Whistleblower”.

3.2 To enable the Group’s investigation into the matter, the Whistleblower should provide the following:

a. A description of the alleged conduct which the Whistleblower believe to be a Reportable Misconduct;
b. The identity (or a description of) the person(s) involved;
c. The date or dates on which the alleged conduct occurred / is believed to have occurred;
d. If available, any other information that would assist the Group’s investigation into the matter, including but not limited to any documentary evidence, information as to the location/place the alleged conduct took place, names (and contacts) of potential witnesses to the alleged conduct.

3.3 The Group accepts anonymous reports. However, there may be circumstances in which the Group would require more information or clarifications from the Whistleblower before it could investigate (further) into the matter. In order to facilitate an effective and timely investigation, the Group strongly encourages the Whistleblower to submit their report with their identity and contact details for communication purposes. The lack of sufficient information may lead to delays in an investigation, and the Group may, for this reason, decide to not proceed with or discontinue an investigation at its sole discretion.

3.4 Please refer to Part 5 for our policy on confidentiality and protection afforded to Whistleblowers. Should any intended Whistleblower have a persisting concern, they are welcome to contact the Group’s compliance team before lodging a formal report.

Before making any report, one is urged to consider the fact that an allegation of misconduct may result in serious repercussions for the person(s) involved, even if the underlying allegation(s) may eventually be withdrawn or considered unsubstantiated. Any person who intends to lodge a report should ensure that the report is made in good faith, not for personal gain and not motivated by any ill-motives. Please refer to paragraphs 4.4 to 4.5 below regarding the Group’s handling of reports or allegations made in bad faith.

4. HANDLING PROCEDURE

4.1 The Group’s compliance team is principally responsible for the handling and investigation into any report lodged. The Group’s compliance team shall report directly to the Chief Executive Officer of the Group in respect of any report received. If the Chief Executive Officer is the subject of the report, the Group’s compliance team shall report directly to the Group’s Audit Committee.

4.2 Upon receiving a report, the report shall then be reviewed and assessed by the Group’s compliance team. Where appropriate, the compliance team may:

a. Seek clarifications or request further particulars or information from the Whistleblower (if the identity and contact details of the Whistleblower is known to the compliance team);
b. Conduct the investigation internally. Where necessary, support will be obtained from the Group’s human resources team and/or other departments;
c. Refer the report to an external auditor / investigator for investigation;
d. Refer the report to the relevant law enforcement authorities or public or regulatory bodies for investigation;
e. Such other forms of investigation or action as the Group’s Chief Executive Officer or the Audit Committee (whichever applicable) may determine in the best interest of the Group.

One should note that the form and length of an investigation will vary depending on the nature and particular circumstances of the report.

4.3 Where appropriate and if the identity and contact details of the Whistleblower is known to the compliance team, the compliance team will:

a. acknowledge receipt of the report as soon as practicable upon receipt of the report;
b. advise the Whistleblower as to whether or not the matter will be investigated and if not, the reasons for no investigation being made;
c. issue a written reply stating the outcome of the investigation and the actions taken (or being taken) in light of the outcome.

4.4 Either at the initial stage or as the investigation develops, the Group’s compliance team will screen out reports and/or discontinue any relevant investigations if the reports are found to be false and/or made in bad faith. The element of good faith shall be deemed to be lacking when:

a. the person making the report does not have personal knowledge or a factual basis for the allegation(s);
b. the person making the report knew or reasonably should have known that the allegation(s) or any of its contents are false;
c. the report is frivolous and vexatious; or
d. there are any other circumstances suggesting that the report has been made with malicious intent, ulterior motive or for personal gain.

4.5 Any person lodging an untrue report in bad faith or in abuse of this Policy shall not be entitled to any protection under this Policy. The Group reserves the right to take appropriate action against such person, including but not limited to reporting the matter to law enforcement authorities, and taking any form of legal action to recover any loss or damage suffered as a result of the false report. If an untrue allegation or report proven to have been made in bad faith or in abuse of this Policy is lodged by an Employee, such an Employee will be subject to disciplinary actions, such as immediate termination of his/her employment.

4.6 All reports and materials lodged, relevant information and documentation received or created during the course of investigation and records of significant decisions made (such as those outlined at paragraph 4.2 above) must be kept in line with any applicable statutory, regulatory or the Group’s internal control requirements.

5. CONFIDENTIALITY AND PROTECTION AGAINST RETALIATION

5.1 Each report will be treated in the strictest confidence to the fullest extent practicable. As part of the investigation, it may be necessary to disclose the nature and particular circumstances of the report. Efforts shall be made to anonymise the information where possible.

5.2 The identity of the Whistleblower will not be divulged unless:

a. it is material to the conduct of investigation;
b. the report is frivolous or is lodged in bad faith or in abuse of this Policy;
c. it is required to be disclosed in compliance with any applicable laws or regulations, or by the order of any court having jurisdiction over the Group;
d. the identity of the Whistleblower is already in public knowledge.

Where it will be necessary to disclose the identity of the Whistleblower, the Group will endeavour to seek the Whistleblower’s consent and/or inform the Whistleblower in advance.

5.3 In order not to jeopardise the investigation and any follow-up actions, a Whistleblower may be asked to keep confidential all information about and related to the report, including the fact that he/she has filed a report, the nature of the concerns, the identities of those involved and any other information that the Group has shared with the Whistleblower in the course of handling the report.

5.4 Any Employee who makes a report in good faith (or any Employee assisting the whistleblowing employee) shall be protected against retaliation of any kind. It is assured that they shall not be subject to unfair dismissal, unwarranted disciplinary action, demotion, suspension, intimidation or harassment, victimisation or hostility or any other retaliatory actions by the Group and/or its other Employees (each a “Detrimental Action”) as a result of the lodging of a report. So long as the report is not made in bad faith, the protection shall stand even if the report is subsequently proved to be untrue or unsubstantiated.

5.5 Detrimental actions against a whistleblowing employee are strictly prohibited. If committed, it would amount to gross misconduct and will result in disciplinary action, which may include immediate termination of the wrongdoer’s employment.

6. COMMUNICATION AND REVIEW OF THE POLICY

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 ensure that all Employees reporting to them are aware of the existence of this Policy and procedure described herein.

6.2 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

To ensure confidentiality, any reports to be sent by post are encouraged to be sent in a sealed envelope clearly marked “Strictly Private and Confidential - to be opened by addressee only” and for the attention of the compliance team.

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

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