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Anti-Bribery and Corruption

ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

1. Policy Title

This Policy shall be known as the Anti-Bribery and Anti-Corruption Policy (“Policy”) of ZHENG QIANG HERBAL REMEDIES SDN BHD (“Company”).

2. Policy Statement

The Board of Directors of the Company (“Board”) is committed to upholding the highest standards of integrity, ethics, transparency, and accountability in all of the Company’s business dealings and activities.

The Company adopts a strict zero-tolerance approach against all forms of bribery and corruption and is committed to conducting its business in compliance with all applicable laws, regulations, and recognised standards of good corporate governance, including the Malaysian Anti-Corruption Commission Act 2009, as may be amended from time to time.

This Policy is established to prevent, detect, and respond to bribery and corrupt practices involving the Company, its employees, and all persons associated with the Company.

3. Objectives

The objectives of this Policy are to:

  1. establish a clear and formal anti-bribery and anti-corruption framework for the Company;

  2. promote a culture of integrity, ethical conduct, and legal compliance throughout the organisation;

  3. set out the responsibilities of directors, management, employees, and associated persons in preventing bribery and corruption;

  4. provide guidance on gifts, hospitality, entertainment, donations, sponsorships, and dealings with third parties; and

  5. support the implementation of adequate procedures to prevent bribery and corruption in connection with the Company’s business.

4. Scope of Application

This Policy applies to:

  1. all members of the Board;

  2. all employees of the Company, whether permanent, temporary, probationary, contractual, part-time, or seconded;

  3. interns, trainees, and volunteers;

  4. all agents, consultants, advisers, contractors, subcontractors, suppliers, service providers, intermediaries, representatives, and business associates of the Company; and

  5. any other person who performs services for or on behalf of the Company.

5. Definitions

For the purposes of this Policy:

“Bribery” means the offering, promising, giving, soliciting, requesting, agreeing to receive, or accepting of any gratification, whether directly or indirectly, in order to improperly influence a person’s decision or to obtain or retain business or an improper advantage.

“Corruption” includes any abuse of entrusted power for private gain or for the benefit of the Company or any other party through improper, dishonest, or unlawful means.

“Gratification” shall have the meaning assigned to it under applicable law and includes money, donation, gift, loan, fee, reward, valuable security, property, financial benefit, office, dignity, employment, contract, service, or any other similar advantage.

“Associated Person” includes any person who performs services for or on behalf of the Company.

6. General Prohibition

The Company strictly prohibits any director, employee, or Associated Person from, whether directly or indirectly:

  1. offering, promising, giving, or authorising any bribe, kickback, facilitation payment, commission, gift, hospitality, entertainment, or other benefit for an improper purpose;

  2. soliciting, requesting, agreeing to receive, or accepting any bribe, kickback, facilitation payment, commission, gift, hospitality, entertainment, or other benefit for an improper purpose;

  3. using any third party to carry out any act that would be prohibited if done directly by the Company;

  4. making or receiving unofficial, secret, undocumented, or improper payments;

  5. disguising corrupt payments as legitimate business expenses, reimbursements, commissions, donations, sponsorships, discounts, or rebates; or

  6. engaging in any conduct that may create the appearance of bribery, corruption, or improper influence.

7. Facilitation Payments

The Company prohibits facilitation payments in any form, except where there is an immediate threat to life, safety, or liberty. In any such exceptional circumstance, the matter must be reported immediately to Management and properly documented.

8. Gifts, Hospitality and Entertainment

The giving or receiving of gifts, hospitality, and entertainment shall only be permitted where such conduct:

  1. is lawful and permitted under applicable internal policies;

  2. is reasonable, modest, proportionate, and infrequent;

  3. is for a legitimate business purpose;

  4. does not influence, and is not intended to influence, any business decision improperly;

  5. does not create an actual, potential, or perceived conflict of interest; and

  6. is appropriately declared, approved, and recorded where required.

The following are strictly prohibited:

  1. cash gifts or cash equivalents;

  2. gifts, hospitality, or entertainment intended to obtain or reward improper business advantage;

  3. gifts, hospitality, or entertainment during tender, procurement, bidding, evaluation, or approval processes, unless specifically authorised under strict internal controls;

  4. excessive, lavish, inappropriate, or frequent benefits; and

  5. any gift, hospitality, or entertainment that would cause embarrassment to the Company if disclosed publicly.

The Board authorises Management to issue detailed operational procedures, thresholds, declaration requirements, and approval processes for gifts, hospitality, and entertainment.

9. Donations, Sponsorships and Charitable Contributions

All donations, sponsorships, and charitable contributions made by or on behalf of the Company must:

  1. be lawful;

  2. be made for a bona fide and legitimate purpose;

  3. not be used as a means of obtaining an improper business advantage;

  4. be subject to appropriate due diligence, approval, and documentation; and

  5. be accurately recorded in the Company’s books and records.

Political contributions shall not be made on behalf of the Company unless specifically approved by the Board and permitted by applicable law.

10. Conflicts of Interest

All directors, employees, and Associated Persons must avoid situations in which personal interests conflict, or appear to conflict, with the interests of the Company.

Any actual, potential, or perceived conflict of interest must be disclosed promptly in accordance with the Company’s conflict of interest procedures. Failure to disclose such conflict may constitute a breach of this Policy.

11. Third-Party Due Diligence

The Company shall apply a risk-based approach when engaging or dealing with third parties, particularly those who may expose the Company to bribery or corruption risk.

Appropriate due diligence measures may include:

  1. verifying the identity, ownership, reputation, qualifications, and legitimacy of the third party;

  2. assessing the purpose, necessity, and commercial reasonableness of the engagement;

  3. reviewing fee structures, payment arrangements, and red flags;

  4. evaluating any conflict of interest, government affiliation, or prior misconduct history; and

  5. requiring contractual compliance commitments, declarations, and undertakings.

The Company shall not engage or continue to engage any third party where material bribery or corruption concerns remain unresolved.

12. Books, Records and Internal Controls

The Company shall maintain accurate, complete, and transparent books, records, and internal controls to prevent and detect bribery and corruption.

All transactions, expenses, reimbursements, commissions, gifts, hospitality, donations, sponsorships, and third-party payments must:

  1. be properly reviewed and approved;

  2. be supported by adequate documentation;

  3. be accurately and timely recorded in the Company’s accounting records; and

  4. not be falsified, concealed, omitted, or mischaracterised.

Off-book accounts, false entries, and misleading documentation are strictly prohibited.

13. Reporting and Whistleblowing

Any director, employee, or Associated Person who knows of, suspects, or is asked to engage in conduct that may violate this Policy must report the matter immediately through the Company’s reporting channels or whistleblowing mechanism.

The Company shall treat such reports seriously and, to the extent reasonably practicable, confidentially. No person who reports a concern in good faith shall be subject to retaliation, victimisation, harassment, or adverse consequences.

14. Investigation and Enforcement

All alleged, suspected, or actual breaches of this Policy shall be reviewed and, where appropriate, investigated by the Company in accordance with its internal procedures.

Where warranted, the Company may take disciplinary, contractual, civil, or other appropriate action, including:

  1. warning or reprimand;

  2. suspension;

  3. termination of employment or engagement;

  4. termination of contracts or business relationships;

  5. recovery of losses or damages; and

  6. referral to the relevant authorities.

15. Roles and Responsibilities

15.1 Board of Directors

The Board shall:

  1. approve this Policy and any material amendments thereto;

  2. provide top-level commitment to anti-bribery and anti-corruption compliance;

  3. oversee the Company’s anti-bribery and anti-corruption framework; and

  4. ensure that adequate resources and support are provided for implementation and monitoring.

15.2 Management

Management shall:

  1. implement this Policy throughout the Company;

  2. establish appropriate procedures, controls, and reporting channels;

  3. promote awareness, training, and compliance;

  4. monitor adherence to this Policy; and

  5. report significant compliance matters to the Board.

15.3 Employees and Associated Persons

All employees and Associated Persons shall:

  1. read, understand, and comply with this Policy;

  2. conduct business ethically and lawfully;

  3. avoid prohibited conduct and conflicts of interest;

  4. participate in training where required; and

  5. report any known or suspected breach promptly.

16. Training and Communication

The Company shall communicate this Policy to all relevant persons and may provide periodic training and awareness programmes to ensure understanding and compliance.

Relevant third parties may also be required to acknowledge and comply with this Policy as a condition of engagement.

17. Monitoring and Review

This Policy shall be monitored and reviewed periodically by Management, or as directed by the Board, to ensure that it remains effective, appropriate, and consistent with applicable legal and regulatory requirements and the Company’s operational risk profile.

Any recommended amendments shall be submitted to the Board for approval.

18. Non-Compliance

Non-compliance with this Policy constitutes a serious matter. Any breach may result in disciplinary action, dismissal, termination of appointment or contract, and referral to the relevant enforcement or regulatory authorities, where applicable.

19. Effective Date

This Policy was approved by the Board of Directors of ZHENG QIANG HERBAL REMEDIES SDN BHD on 01/01/2025 and shall take effect from 01/01/2025.

20. Board Approval

Approved by the Board of Directors of ZHENG QIANG HERBAL REMEDIES SDN BHD