ANTI-BRIBERY, ANTI-CORRUPTION AND GIFT POLICY

ANTI-BRIBERY, ANTI-CORRUPTION AND GIFT POLICY
Purpose
Carsome Group Company and its subsidiaries (“CARSOME” or the “Company”) is committed to ensuring that every part of its operation is carried out professionally in accordance with
relevant laws, and in compliance to regulations on anti-bribery and anti-corruption issues. As such, the Management of CARSOME has developed this Anti-Bribery, Anti-Corruption
and Gift Policy to maintain a high standard of ethical conduct in business dealings, protect CARSOME’S values of trust and transparency in areas where CARSOME conducts its
businesses and affairs and to prohibit inappropriate conduct associated with bribery and corruption.

Responsibility for compliance
All CARSOME’S directors, employees, secondees, contractors and any other individual that represents CARSOME (“All Associated Persons”) are personally responsible for complying
with this Anti-Bribery, Anti-Corruption and Gift Policy. Any conflict between this policy and the law will need to be referred to the Human Resources Department or the Ethics & Compliance Officer.

Definition
Bribery involves any act of providing, causing, offering, accepting, receiving, soliciting, promising or asking for a benefit to influence a person in order to gain an advantage which is not legitimately due. Regardless of whether a bribe is accepted, the intent, or act of offering a bribe is sufficient to be considered an offence.

Corruption involves an abuse of power for personal gain or advantage for an entity.

1. PROHIBITIONS UNDER THIS POLICY

1.1 Solicitation, Bribery, Corruption and Gifts
All Associated Persons are not permitted to pay, offer, accept or receive a bribe in any form. All Associated Persons are strictly NOT allowed to:
i. Offer, pay or gift in the form of cash and/or vouchers.
ii. Offer, pay or give anything of value to any parties in order to obtain business or anything of benefit to CARSOME.
iii. Act illegally including bribes, blackmail, inducements, secret commissions, other rewards and similar improper actions.
iv. Attempt to induce any parties to do something illegal, unethical and permit any parties to violate the rules.
v. Give some advantage inconsistent with the law and wrongful or unlawful use of official position to procure some benefit or personal gain.
vi. Corruptly give, promise or offer to any person gratification with the intent to secure business or an advantage for CARSOME.
vii. Offer, give, receive or solicit, directly or indirectly, anything of value to influence improperly the actions of another party.

1.2 Money Laundering
All Associated Persons are prohibited from any involvement or participation in any act of concealing or attempting to conceal illegal funds and disguising the funds to give the appearance that they are legitimately obtained.

1.3 Facilitation Payments
The term “facilitation payments” broadly means payments made to secure or expedite the performance by a person performing a routine or administrative duty or function.

“Fast track” processing fees charged through official channels are not considered as facilitation payments.

All Associated Persons are prohibited from, directly or indirectly, accepting or obtaining or attempting to accept or obtain or offering or attempting to offer facilitation payments from/to any person for themselves or for any other person subjected to this policy.

1.4 Commissions, Discounts and Secret Profits
The term “secret profits” broadly refers to any unauthorised transactions made on a person’s own behalf, using CARSOME’s facilities, assets or properties and gaining a profit from the transaction.

All Associated Persons must not, directly or indirectly, receive or obtain, in respect of any goods, favours or services purchased or other business transacted (whether or not by them) by or on behalf of CARSOME, any discount, rebate, commission, service, interest, consideration of value or other benefit, favour or payments of any kind (whether in cash or in kind) which is not authorised by CARSOME.

1.5 Gifts, Hospitality and Entertainment
CARSOME recognises that offering and accepting gifts of moderate value and proportion is acceptable in local customs during festive occasions, however, the exchange of gifts and entertainment may give rise to conflicts of interest between All Associated Person’s personal interest and the interests of CARSOME.

Therefore, All Associated Persons are to ensure that any gifts and entertainment received from other parties outside of CARSOME with a value exceeding MYR500 or when the value is unknown, are declared using the Gifts, Hospitality and Entertainment Register.

All Associated Persons must request for provision and prior approval from the Ethics & Compliance Officer before offering any Gifts, hospitality and entertainment with a value exceeding MYR500 per person to other parties outside of CARSOME.

The purpose of the Gifts, Hospitality and Entertainment Register is to provide a transparent record to identify and eliminate the possibility of bribery or corruption. This register will also be reviewed by the Chief Financial Officer on a quarterly basis.

1.6 Charitable Contributions, Sponsorship and Political Donations
CARSOME does not make political donations in any country. All Associated Persons must request for provision and prior approval from the Ethics & Compliance Officer before proceeding to make or offer any charitable contribution, donation or sponsorship valued above MYR 500 on behalf of CARSOME.

1.7 Conflicts of Interest
Conflicts of interest occurs when an individual or organization is involved in multiple interests, one of which could possibly corrupt, or be perceived to corrupt, the motivation for an act in another. A conflict of interest may be actual, potential or perceived and may be financial or non-financial.

It is the responsibility of CARSOME and All Associated Persons, that any ethical, legal, financial or other conflicts of interest be avoided and that any such conflicts (where they do arise) do not conflict with the obligations to CARSOME. CARSOME requires All Associated Persons, to adhere to the list below which includes but by no means exhaustive:

i. Avoid any situation or activity that compromises, or may compromise, their judgement or ability to act in the best interest of CARSOME.
ii. Avoid being in a position where their personal interests are in conflict (or could be in conflict) with the interests or business of CARSOME.
iii. Avoid engaging in activities that will bring direct or indirect profit, commercial or business advantages to the CARSOME’s competitor.
iv. Avoid acting in ways that may compromise CARSOME’s legality.
v. Identify and disclose any conflicts of interest.

1.8 CARSOME’s Contractors, Sub-Contractors and Agents
CARSOME expects that its contractors, sub-contractors and agents will adopt the principles of this policy and act legally and ethically in their dealings (not only dealings that involves CARSOME).

All Associated Persons are to ensure that contractors, sub-contractors and agents are made aware of and know the standards CARSOME expects and commits to maintain.

1.9 Record-Keeping
CARSOME shall keep detailed and accurate financial and other records and shall have appropriate internal controls in place as evidence of all payments made. CARSOME shall keep a record of the amount and reason for gifts, hospitality and entertainment received and given, including donations, sponsorships and expenses of similar nature, and understand that such expenses are subject to management review.

2. HOW TO RAISE A CONCERN
All Associated Persons are encouraged to speak up if they suspect any actual, planned or potential acts prohibited in this policy. Any questions or concerns about this Policy should be directed to Human Resources Personnel or to the Ethics & Compliance Officer. CARSOME’s Whistle Blowing Policy is also accessible for further guidance on how to raise any concern.

3. CONSEQUENCES OF BREACHING THIS POLICY
Any actual or suspected violation of this Policy should be reported by the Human Resources Personnel or Ethics & Compliance Officer to the Board Of Directors as soon as it is identified. Breach of this Policy by All Associated Persons will be regarded as serious misconduct and may be subjected to disciplinary action which may include termination of employment. In addition to breaching this Policy, All Associated Persons of CARSOME may be exposed to personal liability at law if the acts they engage in are illegal.

CARSOME may seek to terminate its relationship with any contractor, sub-contractor or agent if it is determined that such party has failed to comply with this Policy.

4. CIRCULATION AND REVIEW
The Anti-Bribery, Anti-Corruption and Gift Policy will be circulated to all existing and newly recruited employees of CARSOME and its subsidiary on an annual basis.

The Anti-Bribery, Anti-Corruption and Gift Policy will be reviewed when necessary by Human Resources Department of CARSOME.