举报政策

1. Purpose

PropNex Limited and its subsidiaries (the “Group”) are committed to upholding high standards of accountability and corporate governance. It does not tolerate any malpractice, impropriety, statutory non-compliance or wrongdoing by employees (including permanent, contract, temporary and casual), salespersons or any other individuals engaged by or representing the Group as well as outside parties whom the Group has business relationships with, such as suppliers, customers, contractors and other stakeholders (“relevant persons”) in the course of their work.

This Whistleblowing Policy (the “Policy”) is intended to provide a framework to promote responsible and secure whistleblowing by relevant persons, without fear of adverse consequences or discrimination. This framework also permits the Group to address such reports by taking appropriate action, including, but not limited to, disciplining or terminating the employment and/or services of those responsible.

Relevant persons may use the procedures set out in the Policy to report any concern or complaint regarding, among others, questionable accounting or auditing matters, internal controls, disclosure matters, conflict of interest, insider trading, collusion with competitors, serious breaches of the Group’s policies, unsafe work practices or any other matters involving fraud, corruption and employee misconduct.

An employee is expected to report a wrongdoing if he/she has sufficient grounds to believe that a wrongdoing has been committed, even if he/she has been instructed by his/her supervisor not to make a report. An employee who condones wrongdoing through wilful suppression or concealment of relevant information may be disciplined.

The Policy is designed to protect genuine whistleblowers from any unfair treatment resulting from the good faith reporting of concerns. Complaints which are frivolous, malicious, or bogus complaints will be disregarded. It is important to note that this is not intended as a channel of escalation for personal grievances or employment-related complaints, which should continue to be escalated through the appropriate internal channels, including direct discussions with the relevant Department Heads.

The Audit Committee (“AC”) of PropNex Limited is responsible for the oversight and monitoring of the Group’s whistleblowing framework, ensuring that all reports are handled appropriately, investigations are conducted independently, and whistleblowers are protected from detrimental treatment.

2. Reporting Mechanisms

Anonymous reporting is allowed. Nonetheless, the Group encourages relevant persons to put their names to their allegations whenever possible so as to facilitate appropriate follow-up questions and investigations.

The Policy does not disregard anonymous complaints and all complaints are investigated in accordance with the terms of the Policy. While concerns or irregularities which are expressed anonymously are more difficult to act upon effectively, they will still be considered, taking into account the seriousness and credibility of the issues raised, and the likelihood of confirming the allegation from attributable sources and information provided. All concerns or irregularities raised will be treated with 2 confidence and every effort will be made to ensure that confidentiality is maintained throughout the process.

The Group also encourages all concerns to be raised in writing by completing and submitting the Whistleblower Report. The Group requires all critical information to effectively evaluate and investigate a complaint in a timely manner, and hence the report made should provide as much detail and be as specific as possible. Generally, the complaint should include details of the parties involved, dates or period of time, type of concern, evidence substantiating the complaint (where possible) and contact details in case further information is required.

The relevant person should report his/her concern by completing the Whistleblower Report and submit to:

Concerns Relating to Salespersons (Excluded from the Scope of this Policy)

Complaints or feedbacks which are related to salespersons’ conduct or transactions are generally excluded from the scope of this Policy and are handled by the Legal Department. Individuals who wish to lodge a report or complaint on such matters may write in to:

3. Reportable Concerns and Exclusions

The whistleblower email is for reporting wrongdoings including but not limited to any of the following, irrespective of whether the matter to be reported is happening now, has happened in the past or is likely to happen in the future:

1. (a) Fraud, bribery, or corruption;

2. (b) Misappropriation of funds, classified documents or assets;

3. (c) Intentional error in the preparation, review or audit of the financial statements of the Group, falsification of or alteration to documents or accounts;

4. (d) Failure to comply with laws and regulations applicable to the Group and related to accounting, internal accounting controls or auditing matters;

5. (e) Criminal and dishonest acts, including theft, forgery, violence or threatened violence, or criminal damage against property;

6. (f) Detrimental actions taken in reprisal against a whistleblower;

7. (g) Unlawful or unethical conduct that is in breach of any policies of the Group;

8. (h) Danger of destruction to or unsafe practices in the work environment;

9. (i) Abuse and misrepresentation of power and authority;

10. (j) Discrimination on the basis of gender, race or disabilities;

11. (k) Money laundering, proliferation financing and terrorism financing;

12. (l) Endangerment to the health or safety of any individual (e.g. violence or threatened violence, harassment; and

13. (m) Suppression or concealment of any information relating to any of the above actions.

The following types of complaints do not constitute whistleblowing under this Policy and will not be entertained:

1. Allegations made with the intention to inflict revenge or sabotage a relevant person; and

2. Allegations that are unfounded, malicious, defamatory, misleading, frivolous, vexatious, or made primarily to cause disruption, anger, and/or distress.

4. Handling of Whistleblower Reports and Investigations

All the Whistleblower Reports will be received by the Receiving Officer (Internal Control Department), who is responsible for maintaining a centralised and confidential repository of all reported cases and ensuring that issues raised are properly resolved.

Upon receipt of any complaints, the Receiving Officer will inform the Investigation Committee which will comprises one or more of the following: (i) Chief Executive Officer, (ii) Chief Operating Officer, and (iii) Chief Financial Officer. The AC, in consultation with senior management, has the power to appoint and/or co-opt other persons, including non-executive employees, to the Investigation Committee if required.

Other measures to ensure the independence of the Investigation Committee include the following:

1. (a) If a member of the Investigation Committee is the subject of and/or may be implicated by the allegations (regardless of the member’s position), he/she is not permitted to participate in all deliberations and/or discussions, or receive any information relating to the investigation.

2. (b) The Investigation Committee reports directly to the AC who may request for further investigations or refer the matter to the AC for further deliberations as he/she sees fit.

3. (c) If the whistleblower deems that insufficient action has been taken by the Investigation Committee, he/she may raise the matter directly to the AC for further action.

The Investigation Committee will conduct independent investigations and report to the AC. The AC provides guidance and has oversight of the Investigation Committee, and is the final decision-making body relating to the investigations and findings from the whistleblowing allegations.

All information disclosed during the course of the investigation will remain confidential, except as necessary or appropriate to conduct the investigation and to take any remedial action, in accordance with all applicable laws and regulations.

The Group reserves the right to refer any concerns or complaints to appropriate external regulatory authorities. Depending on the nature of the complaint, the subject of the complaint may be informed of the allegations against him/her and be provided with an opportunity to reply to such allegations. Employees who fail to cooperate in an investigation and/or deliberately provide false information during an investigation shall be subject to strict disciplinary action which may include immediate dismissal.

Upon completion of the investigation, the Investigation Committee will submit a detailed report, including appropriate follow-up actions, to the AC for review and approval. Once approved (with any modifications as the AC deem fit), the recommended actions will be promptly initiated and implemented by the Group. All whistleblowing cases (if any) will be consolidated and submitted to the AC for review at every meeting.

Should the AC receive reports relating to serious offences and/or criminal activities in the Group, the AC and the Board of Directors may obtain such outside or other independent professional advice at the Company's expense as they consider necessary to carry out their duties.

5. Safeguards

All concerns and identity of whistleblowers will be treated as confidential and the Group is committed to ensure protection of the whistleblower against detrimental or unfair treatment.

As the Group encourages the reporting of relevant fraudulent practices and inappropriate activities, it shall grant administrative immunity to whistleblowers acting in good faith and who has not himself or herself engaged in serious misconduct or illegal conduct. This protection enables individuals to raise concerns, without fear of reprisal, discrimination or adverse consequences.

The Company will use its best endeavours to ensure that the whistleblower or any employee who may be involved as witnesses to any investigation, will not be subject to any reprisal. Disciplinary action will be taken against employees who victimise or take any form of reprisal against the whistleblower or witnesses. The Company will take all necessary steps to ensure that the employment of the whistleblower will be protected even if the report proves to be unfounded, unless the allegations are found to be raised frivolously, mischievously, maliciously or for personal gain.

If a whistleblower believes that he/she is being subjected to discrimination, retaliation or harassment for having made a report under this Policy, he/she should immediately submit a written complaint to the AC. The complaint should include details of the unfair treatment, as well as a reference to her/her report that resulted in the unfair treatment complained of, and the reporting should be done promptly to facilitate investigation and the taking of appropriate action.

However, the Group will not hesitate to take action against those who intentionally or maliciously give false or misleading information against someone else. If an employee has made an allegation frivolously, maliciously or for personal gain, disciplinary action may be taken against him/her. Likewise, if investigations reveal that the outside party making the complaint had done so maliciously or for personal gain, appropriate action, including reporting the matter to the police and all relevant regulatory authorities, may be taken.