Anti-Corruption Policy

This Policy applies to all directors, employees and associates of Daythree, including temporary, contract staff or interns (“Employees”).

Although this Policy is specifically written for the Employees of Daythree, Daythree expects that all parties engaged by Daythree or performing work or services for or on behalf of Daythree will comply with it in relevant part when performing such work or services. Employees and such other parties engaged by Daythree or performing work or services for or on behalf of Daythree shall be known as “Associated Persons”.

This Policy sets out the minimum standards to which all Employees of Daythree must adhere to at all times. Complete and strict compliance with this policy is mandatory. If any part of this Policy is breached, the Director, officer or employee of the Company and/or the third party acting in breach of this policy shall be liable to face the consequences prescribed by this Policy or where applicable, the terms of his or her employment with the Company and by any penal and non-penal consequences prescribed by the relevant and applicable laws.

For purposes of this Policy, the following expressions shall bear the meaning ascribed thereto, in addition to, where applicable, any meaning ascribed by law:

“bribery” while being a subset of corruption, shall mean the offering, promising, or giving of something to influence an official, which shall include without imitation the following:

a. payments to get a faster or better service;

b. payments made to gain an advantage in public procurement processes;

c. offering, providing or receiving gifts, entertainment and hospitality or other items of value such as donations, sponsorships and internships; and

d. levels of hospitality disproportionate to a business transaction.

“gifts” shall mean any tangible or intangible items, which includes cash or cash value gifts (e.g. vouchers, coupons, commissions)

“gratification” shall mean

a. money, donation, gift, loan, fee, reward, valuable security, property or interest in property being property of any description whether movable or immovable, financial benefit, or any other similar advantage;

b. any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity;

c. any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;

d. any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage;

e. any forbearance to demand any money or money’s worth or valuable thing;

f. any other service or favour of any description, 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, and including the exercise or the forbearance from the exercise of any right or any official power or duty; and

g. any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) to (f);

and shall include any other meaning as may be ascribed by law from time to time.

“facilitation payment” shall mean a payment made personally to an individual in order to obtain or expedite the performance of a routine or administrative function, including payment to an administrative staff in a government agency to speed up a process to secure a license or permit or approval from that agency.

“public official” shall mean

a. an employee or a servant of a public body, including a member of the administration; a member of Parliament; a member of a State Legislative Assembly; a judge of the High Court, Court of Appeal or Federal Court;

b. any person receiving any remuneration from public funds;

c. a member, an officer, an employee or a servant of any of the Government of Malaysia or the governments of any State, including any department, service and undertaking thereof;

d. a member, an officer, an employee or a servant of any local authority or any statutory body;

e. an elected political representative, or member of any political party;

f. a member of the police force, military and immigration; and

g. a family member of any of the above.

In this Policy, unless otherwise specified, reference to:

a. “includes” and “including” shall mean including without limitation;

b. a “person” includes any person, individual, company, firm, corporation, government, state or agency of a state or any undertaking (whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

c. a “statute” or “statutory instrument” or “accounting standard” or any of their provisions is to be construed as a reference to that statute or statutory instrument or accounting standard or such provision as the same may have been amended or re-enacted before the date of this Policy;

d. “Clauses”, “Paragraphs” or “Schedules” are and refer to clauses and paragraphs of and schedules to this Agreement;

e. “writing” includes any methods of representing words in a legible form (other than writing on an electronic or visual display screen) or other writing in non-transitory form;

f. words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders;

g. the time of day is reference to time in Kuala Lumpur, Malaysia;

h. all references to “RM” refer to Ringgit Malaysia, being the lawful currency of Malaysia under this Policy;

i. all references to “law” refer to all laws of Malaysia at the material time of application and interpretation of this Policy.

1. General Prohibition

1.1. Generally, all forms of corruption activities are strictly prohibited. No Director, officer and employee of the Company and any third party dealing with and acting on behalf of the Company shall carry out, indulge, plan, participate (directly or otherwise) or be involved in any degree or in any capacity howsoever in any form of corruption activity.

1.2. In amplification of the foregoing, the following activities are strictly prohibited:

a. Any form of solicitation or receipt of gratification;

b. Any form of offer or giving of gratification;

c. Any form of deception; and

d. Any abuse of position or office held for purposes of any of the activities prohibited under sub- paragraphs (a) to (c) above.

2. Gifts – Giving Of Gifts

2.1. Save as otherwise provided below, persons bound by this Policy are strictly prohibited from directly or indirectly giving and receiving gifts to or engaging in hospitality and entertainment with a public official, business partner or any other person including without limitation to family members, spouses or partners of any intended recipient, with a view of committing an activity of corruption. Any type of gift which is excessive, extravagant, illegal or inappropriate in any way is strictly prohibited.

2.2. The following provision of gifts may be permitted with prior written approval from the Board of Directors:

a. The giving of gifts is for the purposes of establishing and maintaining good business relations or for the purposes of better presenting the Company’s products and services;

b. The giving of cultural gifts as a token of appreciation to valued business partners; such as festive gifts consisting of food, fruit or flower products/hampers of appropriate and pre- determined value.

c. The gifts are given with pre-approved budgetary limits and in compliance with the guidelines and procedures laid out by the Board of Directors;

d. All gifts are e given in an open and transparent manner;

e. All gifts should not have the effect or be perceived as having the effect of influencing the receiver’s independence or decision making authority in any way;

f. All gifts must be modest and of an appropriate and reasonable value, taking into account all surrounding circumstances, and should not be frequently given to the same recipient.

3. Gifts – Receipt Of Gifts

3.1. The Company adopts a “No Gift” policy whereby all Directors, officer and employees of the Company shall not solicit or accept any gifts (with the exception of corporate gifts) from any business partner or any other third party that have direct or indirect business dealings with the Company, regardless whether such receipt of gifts can potentially be perceived as bribes and tarnish the reputation of the Company.

3.2. It is the duty of all Directors, officers and employees of the Company to inform all third parties about the Company’s No Gift Policy.

3.3. Gifts may still be received provided the following guidelines have been adhered:

a. acceptance subject to an explanation about the “No Gift Policy”;

b. the Director, officer and employee of the Company receiving such gift is to immediately inform and seek directions from his immediate superior or the Board of Directors;

c. if the acceptance of the gift may give rise to a conflict of interest, or if the gift is of a value or nature that may be deemed extravagant, illegal, excessive or inappropriate, the immediate superior or the Board of Directors shall not approve the acceptance of the gift;

d. for gifts which are approved to be accepted, a decision will be whether the gift will be:

(i) donated to charity;

(ii) shared with other employees of the Company;

(iii) designated as a display item;

(iv) retained by the receiving Director, officer or employee; or

(v) dealt with in such manner as may be deemed appropriate Considering the circumstances.

3.4. All gifts received must also be reported to the Anti-Bribery and Corruption Committee and a register kept recording the details of the same.

4. Provision Of Corporate Hospitality And Entertainment

4.1. Generally, the provision of corporate hospitality and entertainment for purposes of or which may be perceived to be improperly causing undue influence on any party in exchange for some future benefit is strictly prohibited.

4.2. Notwithstanding the general prohibition, Directors, officers and employees of the Company are allowed to entertain third parties through a reasonable act of hospitality but only as part of legitimate and accepted business networking after due exercise of proper care and judgment. All Directors, officers and employees of the Company must at all times give serious consideration as to how their actions may be perceived, and accordingly exercise proper care to prevent unnecessary and damaging allegations being made against it.

4.3. All entertainment and hospitality expenses must be carried out within pre-approved budgetary limits and in compliance with the guidelines and procedures laid out by the Board of Directors.

4.4. The Company strictly prohibits all Directors, officers and employees from soliciting or accepting entertainment and corporate hospitality in anticipation of obtaining business, or to influence favourable business decisions.

4.5. All Directors, officers and employees of the Company are permitted to accept meals at business related events and provided it is of an appropriate value after due exercise of proper care and judgment before acceptance of any entertainment offered by external parties. During such events, all Directors, officers and employees are required to conduct themselves with integrity at all times. If there is any doubt at all on the legitimacy of the offered hospitality, it shall be refused and a report made to the Board of Directors.

4.6. Frequent acceptance of hospitality and entertainment from the same party is prohibited.

5. Corporate Social Responsibility (“CSR”)

5.1. Any CSR contributions, sponsorships and donations must be carried out within pre-approved budgetary limits and in compliance with the following guidelines and procedures:

a. the proposed recipient must be a legitimate organization and lawfully incorporated, such as those registered with the Registrar of Society or the Companies Commission of Malaysia;

b. the proposed recipient must have fundamentals or objectives that are in line with the Company’s own CSR objectives;

c. all proposed activities for CSR must be carefully assessed before a proposal is submitted to the Board of Directors for approval. The appropriate and necessary due diligence must be conducted prior to making any proposal, to ascertain the legitimacy of the recipient organization and to ensure that the benefits of the proposed activities for CSR will reach the intended objectives and recipients;

d. all documents and reports relating to any activities for CSR approved and carried out must be recorded and filed accordingly.

5.2. All Directors, officers and employees are required to politely decline any third party’s request for activities for CSR which do not meet the aforementioned pre-requisites or which do not garner the necessary approvals.

5.3. Activities for CSR with any external parties who is associated with, controlled or influenced by any Public Official is prohibited.

5.4. All contributions, sponsorships and donations for CSR must not:

a. be used as a conduit to circumvent the law;

b. be used to facilitate corruption, illegal and money laundering activities; or

c. be driven by any intent to improperly influence a business outcome.

5.5. Political donations and/or funding of any kind is strictly prohibited, except with the prior approval of the Board of Directors. Any request for such donation or funding must be immediately reported to the Board of Directors.

6. Facilitation Payment

6.1. This Policy strictly prohibits any receiving, giving and promising of facilitation payments as it falls: within the meanings of gratification and bribery provided under the law.

6.2. If any Director, officer or employee of the Company receives a request for a facilitation payment, a report must be immediately made to the Board of Directors for further directions.

7. Conduct of Audit

7.1. The Company may conduct an audit on business partners and third parties prior to any formation or establishment of business relationships with a view of ensuring all parties dealing with the Company share the Company’s stance and commitment on anti-corruption.

7.2. Directors, officers and employees of the Company must exercise the following:

a. conduct an audit to assess the integrity of the Company’s clients, business partners and third parties that intends to deal with the Company, and such audit shall include the legitimacy of the entity, necessary licenses, qualifications required, any history of bribery, fraud, dishonesty or similar misconduct;

b. do not enter into any form of dealings with any client or business partner or any third party reasonably suspected of engaging in bribery and improper business practices unless those suspicions are investigated and cleared from any criminal charge or conviction;

c. ensure all clients, business partners and third parties dealing with the Company are aware of this Policy; and

d. require all clients, business partners and third parties dealing with the Company to sign a declaration in the form set out by the Board of Directors from time to time.

The Board of Directors reserves the right to review, assess and amend this Policy from time to time, regardless whether due to any change of provision under the law. No part of this Policy shall be effectively amended or deemed amended unless announced in writing by the Board of Directors.