Investor Relations

1. Objective

1.1 This Policy sets out Rex International Holding Ltd's ("the Group") anti-corruption and bribery compliance framework, management systems and standards, such that we conduct our global business and operations ethically and in full alignment with Rex's Vision & Values, with zero-tolerance towards corruption and bribery.

1.2 Employees are required to observe and comply with Singapore's Prevention of Corruption Act 1960 ("PCA"), or all applicable national and international laws, including anti-bribery laws and company policies, in any country in which the company operates or does business. This Policy shall apply even in circumstances and in countries where the giving and receiving of bribes or such corrupt payments may be common local practice or custom. It is not a valid defence against a charge of corruption to show that the bribe in question is customary in any profession, trade, vocation or calling, industry, jurisdiction or country. We shall strive to continually improve our anti-corruption and bribery management systems to satisfy the requirements.

1.3 Definition of corruption, bribery (inbound and outbound), or facilitation of payment per the PCA (section 2) gratification" includes:

• money or any gift, loan, fee, reward, commission, valuable security or other property or interest in property of any description, whether movable or immovable.
• any office, employment or contract.
• any payment, release, discharge or liquidation of any loan, obligation or other liability whatsoever, whether in whole or in part.
• any other service, favour or advantage of any description whatsoever, including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary or penal nature, whether already instituted, and including the exercise or the forbearance from the exercise of any right or any official power or duty.
• any offer, undertaking or promise of any gratification within the meaning of paragraphs (a), (b), (c) and (d).

1.4 Apart from potential criminal and civil liabilities involving imprisonment and/or a hefty fine, employees who are found to violate this Policy and Rex's Code of Conduct shall be subject to appropriate disciplinary action after conducting a reasonable disciplinary hearing/investigation, which may extend to immediate termination of employment or appointment. Disciplinary action will also be taken against employees who have knowledge of such violations but conceal such information from the company, or who take detrimental action against others who report such violations.

1.5 All stakeholders, including but not limited to employees and business associates, are encouraged to report violations of this Policy in good faith, following the procedure set out in the Rex Whistle Blowing Policy. No employee shall suffer retaliation, discrimination, reprisal or disciplinary action for making such report in good faith or for refusing to participate in any activity where there is a real risk of bribery.

2. Distribution

This Policy applies to and shall be distributed to all Rex employees and the CEOs/General Managers of the Group's subsidiaries by Rex's Head of Human Resources. The CEOs/General Managers of the Group's subsidiaries shall then ensure distribution of the Policy to their employees.

3. Policy

3.1 The anti-bribery policies, rules of conduct and measures set out below are necessary to protect the business, resources and reputation of the [Rex Group Companies].

3.2 Government Officials and Other Persons

3.2.1 Solicitations and extortions for bribes or improper payments are prohibited.

3.2.2 We must be mindful and exercise care when dealing with government officials. Under no circumstances should we offer, promise, give or authorise the giving, directly, indirectly or through third parties, of any bribe, kickback, illicit facilitation payment, benefit in kind or any other advantage to a government official¹ or government entity², private sector customer, supplier, contractor, or any other person or entity, as an inducement or reward for improper performance or non-performance of a function or activity.

3.2.3 Similarly, we must not under any circumstances solicit or accept, directly or indirectly, any bribe, kickback, illicit payment, benefit in kind or any other advantage from any government official¹ or government entity², customer, supplier, contractor, or any other person or entity intended to induce or reward an improper performance or non-performance of a function or activity.

3.3 Accepting Business Courtesies

3.3.1 Most business courtesies (gifts and hospitality) offered to us during our employment are offered because of our position at Rex. We should not feel any entitlement to accept and keep a business courtesy. Although we may not use our position to obtain business courtesies and we must never ask for them, we may accept unsolicited business courtesies valued at not more than USD 500.

3.3.2 Acceptance or giving of business courtesies in the form of cash or cash equivalent are prohibited and must be avoided.

3.4 Meals, Refreshments, Entertainment and Gifts

3.4.1 We may accept occasional meals, refreshments, entertainment, gifts and similar business courtesies that are customary and conform to reasonable ethical practices of the marketplace, provided that:

• They are not inappropriately lavish or excessive.
• The courtesies are not frequent and do not reflect a pattern of frequent acceptance of courtesies from the same person or entity.
• The courtesy does not create the appearance of an attempt to influence business decisions, such as accepting courtesy or entertainment from a supplier whose contract is expiring.
• The employee accepting the business courtesy would not feel uncomfortable discussing the courtesy with his or her manager or co-worker or having the courtesies known by the public.

3.4.2 Customary business entertainment is appropriate, but impropriety occurs when the value or cost is such that it could be construed to influence an otherwise objective business decision.

3.4.3 Employees who award contracts or who can influence the allocation of business, who create specifications that result in the placement of business or who participate in the negotiation of contracts must be particularly careful to avoid actions that create the appearance of favouritism or that may adversely affect the Company's reputation for impartiality and fair dealing. The prudent course is to refuse a courtesy from a supplier when Rex is involved in choosing or reconfirming a supplier or under circumstances that would create an impression that offering courtesy is the way to obtain Rex's business.

3.5 Offering Business Courtesies

3.5.1 Similarly, employees should avoid giving business courtesies (including entertainment, meals, business travel, tickets to social, entertainment or sports events etc) which are excessive in value i.e. more than USD500, given too often, or leave the other person in a position of obligation or perceived obligation.

3.5.2 Any employee who offers a business courtesy must ensure that it cannot reasonably be interpreted as an attempt to gain an unfair business advantage or otherwise reflect negatively upon Rex. An employee may never use personal funds or resources to do something that cannot be done with Company resources. Accounting for business courtesies must be done following approved Company procedures.

3.5.3 Other than our government customers, for whom special rules apply, we may provide non-monetary gifts (i.e., company logo apparel or similar promotional items) to our customers. Further, management may approve other courtesies, including meals, refreshments or entertainment of reasonable value, provided that:

• The practice does not violate any law or regulation or the standards of conduct of the recipient’s organisation
• The business courtesy is consistent with industry practice, is infrequent and is not lavish.
• The business courtesy is properly reflected in the books and records of Rex.

3.5.4 Employees with questions about accepting business courtesies should talk to their manager or the Audit Committee.

3.5.5 We should always try to decline or return excessive gifts. Singapore employees need to annually declare receipt of any gifts, especially those that exceed the limits above to the Office Manager at the beginning of each calendar year. The acceptance of gifts that exceed the limits above must be approved by the head of Group Human Resources i.e. the Chief Financial Officer.

3.6 Dealing with Third-Party Associates

3.6.1 Third-Party Associates are individuals or entities (not owned or controlled by a Group company) that provide services, or engage in business activities, on behalf of a Group company. Such persons or entities include without limitation joint venture partners, members of a consortium, commercial agents, sales representatives, distributors, consultants, advisors, suppliers of services, contractors or sub-contractors, and any other service providers who act on behalf of a Group company in any way in connection with its business.

3.6.2 Third-Party Associates should be made aware of and adhere to Rex's rules of business conduct, and acknowledge acceptance and receipt in writing of the same.

3.6.3 Each Third-Party Associate should be carefully selected and evaluated based on merit and a clear rationale for engagement, before being retained by a Group company. It is the responsibility of each employee to know the Third-Party Associates with whom the employee transacts business for or on behalf of a Group company and to understand the services each Third-Party Associate performs for the Group company and how the Third-Party Associate performs them.

3.6.4 All employees (self or immediate family members) shall not have any dealings with a third-party associate that will give rise to situations where the employee finds himself/ herself in a position where his/ her personal interest conflicts with those of the Company.

3.7 Donations and Contributions

3.7.1 Donations, sponsorships and contributions, including charitable contributions, made on behalf of a Group Company must adhere to an underlying principle to avoid any risk of actual or perceived bribery and be made only for bona fide purposes.

3.7.2 When making any donation or contribution, the following must be adhered to:

• donations and contributions must always transparently take place and be documented.
• documentation must include recipient identity, purpose, and reasons for donation/contribution.
• donations/contributions must comply with the laws of the country in which the donation is to be made.
• donations/contributions should be made to an organisation, instead of any particular person.
• anonymous donations are prohibited.
• payments into private or personal bank accounts are prohibited.
• requisite approval must be obtained from the senior management team.

3.8 Political Donations

No donations or sponsorships may be made to any political party or politicians for any campaign and/or related purposes.

4. Accounting and Record Keeping

4.1 To comply with anti-corruption and bribery laws and policies, all transactions must be properly authorised and recorded. For purposes of financial audits and to prevent improper payments from being made, the books and records of each Group company must contain full and accurate information about all transactions and expenditures incurred by the Group company.

4.2 The information documented should be such that it is possible to see exactly what was paid, to whom, the reason why it was paid, where it was paid (for example, from or to which accounts) and when. Attempts to create false or misleading records constitute misconduct and may result in disciplinary action or termination.

5. Reporting

Except to the extent prohibited by applicable law, all stakeholders are encouraged to report violations of this Policy and related policies or applicable laws (including Singapore's Prevention of Corruption Act 1960, all applicable national and international laws, including anti-bribery laws and company policies, in any country which the company operates or does business) under the procedures set out in the Rex Whistleblowing Policy.

6. Training

Compliance training for employees, including as part of the induction programme for new hires, will be periodically provided by the Group companies to enhance understanding and reinforce the importance of complying with this Policy and corresponding policies covered under this document.

7. Review

The Company will regularly review the effectiveness of the Policy and procedures based on feedback or changes in regulations to ensure it remain updated, relevant and in line with best practices.