Investor Relations

1. OBJECTIVES

Rex International Holding Limited (the “Company”) and its subsidiaries (the “Group”) is committed to the highest possible standards of moral, ethical and legal business conduct. In line with this commitment and the Company’s commitment to open communication, this Whistle Blowing Policy (the “Policy”) aims to provide a channel for employees to raise concerns and reassurance that they will be protected from reprisals or victimisation for whistle-blowing in good faith.

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. CONFIDENTIALITY

Subject to applicable laws and regulations, reasonable measures will be taken to maintain the confidentiality of information in a protected report, the identity of the whistle-blower, the person reported upon and the person involved in the reviews.

4. ROLES AND RESPONSIBILITIES

The Audit Committee (“AC”) is responsible for oversight and monitoring of whistle-blowing and has ensured that arrangements are in place for such concerns to be raised and independently investigated, and for appropriate follow-up action to be taken.

Whistle-blowing reports made in good faith will be handled and investigated by the AC Chairperson, who is an independent director.

5. REPORTABLE INCIDENTS

Reportable suspected wrongdoings include but are not limited to:

• Criminal offences, breaches of laws and regulations, for example, fraud, theft, bribery, corruption, insider trading or money laundering.
• Irregularities in financial reporting.
• Conduct that violates the Group’s policies, procedures or guidelines.
• Unauthorised disclosure of confidential information whether within or outside the Group.
• Undeclared conflicts of interest in business dealings.

6. SAFEGUARDS

6.1 CONFIDENTIALITY

The Policy sets out the Company’s commitment to ensure the protection of the whistle-blower’s identity and against any detrimental or unfair treatment against the whistle-blower. All reports are handled confidentially, except as necessary or appropriate to conduct an investigation and to take remedial action, in accordance with the applicable laws and regulations. In this regard:

• All confidential information will only be available to the independent directors of the AC.
• Information received will be treated with confidentiality.
• The identity of the whistle-blowers will be protected and confined to the AC, so long as it does not hinder or frustrate any investigation.
• The investigation process may reveal the source of the information to people involved in the investigation or resolution of the investigation report.
• The whistle-blower making the report may need to provide a statement as part of the gathering of evidence required.

6.2 HARASSMENT OR VICTIMISATION

Harassment and victimisation of anyone reporting a genuine concern will not be tolerated. Furthermore, no person should suffer reprisal as a result of reporting a genuine concern, even if they turn out to be mistaken. While the Policy is meant to protect the whistle-blower from any unfair treatment because of their report, it strictly prohibits frivolous and untrue concerns. Concerns relating to personal grievances or personal employment circumstances will not be entertained.

6.3 ANONYMOUS ALLEGATIONS

A person making a whistle-blowing report is strongly encouraged to provide his/her name and contact details to facilitate investigations. Please note that an anonymous whistle-blowing report or reports that do not provide relevant information may be difficult to address.

A person making any such whistle-blowing report should not be in fear of any reprisal and ensure that he/she does so in good faith and not with any malicious intent; otherwise, he/she may be the subject of disciplinary or other legal action if the report and/or allegations are malicious, defamatory, misleading, frivolous, vexatious or made primarily to cause disruption, anger and/or distress.

6.4 MALICIOUS ALLEGATIONS

Malicious allegations may result in disciplinary actions.

7. PROCEDURE

7.1 REPORTING

7.1.1 The Group is governed by the SGX‐ST Listing Rules to disclose immediately all suspected irregularities that have material financial impact. The Company’s staff and any other persons may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters relating to the Company and its officers by submitting to the AC a whistle-blowing report to whistleblowing@rexih.com, as stated on the Company’s webpage: https://investor.rexih.com/whistle_blowing_policy.html

7.2 TIMELINESS IN REPORTING PROTECTED DISCLOSURES

All protected disclosures or concerns should be reported by the whistle-blower as soon as possible after the matter comes to light. Undue delays can make it difficult or impossible to properly investigate.

7.3 EXPECTATIONS FOR REPORTING A CONCERN

The whistle-blower does not need to have firm evidence of malpractice before raising a concern. However, the whistle-blower is expected to explain as fully as they can and in good faith, the information or circumstances giving rise to his/her concern(s).

7.4 HOW THE CONCERN WILL BE HANDLED

7.4.1 All concerns received are to be recorded and look into prima-facie through initial inquiries, to determine whether an investigation is appropriate and what form it should take. Concerns that are found to be of no merit/basis, or a matter not to be pursued under this Policy, would be dismissed by formal communication in writing. Some concerns may be resolved by agreed actions without the need for an investigation. All Investigations of valid concerns must be conducted fairly, as a neutral fact-finding process and without presumption of guilt.

7.4.2 If investigation is necessary, the AC may recommend to the Board of Directors of the Company to appoint a Special Committee, comprising members who are trained and impartial, to conduct an independent investigation.

7.4.3 The AC will handle the concern independently with external advisors if there are apparent management conflicts.

7.4.4 In the event of a full investigation, the investigator is required to prepare a written report on the findings. The investigation shall be completed within [two months] of the receipt of the confidential concern. This period is extendable as reasonable and necessary in individual circumstances by such period as the investigator deems fit.

7.4.5 The AC may submit a report to the Executive Chairman on any serious concerns that could have a significant impact on the Group.

7.4.6 Should investigations deem the concern valid, disciplinary actions will be meted out to the perpetrator, at the discretion of the Company's senior management team comprising the Executive Chairman, the CEO and the CFO. Remedial actions or improvements to policies will be made to prevent a reoccurrence of the offence.

7.5 REPORT TO WHISTLE-BLOWER

• The whistle-blower will be allowed to receive a follow-up on his/her concern within two (2) weeks of acknowledgement that the concern was received.
• Indication of how the matter will be dealt with.
• Provision of estimated time to be taken for a final response.
• Update on whether initial inquiries have been made.
• In exceptional cases, where the whistle-blower in good faith believes that there remain outstanding/unresolved issues or that there continues to be unreasonable and protracted delay in handling or addressing the concern, he/she can directly appeal to the Chairperson of the Audit Committee.

7.6 FURTHER INFORMATION

7.6.1 The amount of contact between the whistle-blower and the body investigating the concern will depend on the nature of the issue and the clarity of information provided. Further information may be sought from the whistle-blower.

7.6.2 Save for legal constraints, the whistle-blower will receive information about the outcome of any investigations.

7.7 RECORDS

An official written record will be kept of each concern and the ensuing investigation, if any.

7.8 POLICY REVIEW

The Policy shall be reviewed periodically, where the Policy may be modified, to maintain compliance with applicable laws and regulations or accommodate organisational changes. This review will be carried out by the AC.