Investor Relations

Optima Automobile Group Holdings Ltd (Stock Code: 8418.HK)

ANTI-BRIBERY AND CORRUPTION STATEMENT

 

1. Purpose of Statement

Optima Automobile Group Holdings Limited (“OAG”, together with its subsidiaries and controlled affiliates, the “Group”) is committed to upholding high standards of business integrity, honesty, impartiality, and transparency in all its business dealings and has zero tolerance for bribery and corruption. The Group strictly prohibits any form of fraud or bribery, and is committed to the prevention, deterrence, detection, and investigation of all forms of fraud and bribery. In addition, the Group is fully committed to comply with all laws and regulations which govern our business and operations.

 

2. Scope

This Statement summarises the Group’s anti-bribery and corruption policy, of which the latter and its requirements are found in the Group’s Corporate Manual, which is applicable to directors, individual employees, agents, suppliers, consultants or any other people or bodies associated with the Group.

All Group members, including directors and staff members at all levels are required to follow all applicable laws, rules, and regulations related to anti-bribery and corruption, including but not limited to:

• Prevention of Corruption Act, Chapter 241 of Singapore (“Prevention of Corruption Act”)
• Singapore’s Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (CDSA)
• Prevention of Bribery Ordinance (Chapter 201 of the Laws of Hong Kong Special Administrative Region) (“POBO”)
• Anti-Unfair Competition Law of the People’s Republic of China

and other similar laws and regulations in other jurisdictions when conducting business there or where applicable.

The Board is committed and accountable for the implementation of the anti-fraud and bribery efforts of the Group (which includes values, code of ethics, risk management, internal controls, communication and training, oversight and monitoring). Directors and senior management of the Group are responsible for ensuring the effective implementation and in particular, the monitoring and investigation of any material fraudulent or bribery activities committed within the Group.

 

3. Bribery & its Consequences

Bribery means a financial or other inducement or reward for action which is illegal, unethical, a breach of trust or improper in any way. Bribes can take numerous forms, including but not limited to money, gifts, loans, fees, hospitality, the award of a contract or any other advantages or benefits. Bribery includes offering, promising, giving, accepting, or seeking a bribe or improper advantages. Corruption is the abuse of entrusted power for a private gain.

All forms of bribery are strictly prohibited. The Group considers it unacceptable for its workforce, customers, or other business partners to, for example:

a) give or offer any payment, gifts, or other benefits in the expectation that a business advantage will be received in return, or to reward any business received;

b) accept any offer from a third party that is made with the expectation that we will provide a business advantage for them or anyone else; or

c) give or offer any payment (sometimes called a facilitation payment) to a government official in any country to facilitate or speed up a routine or necessary procedure;

d) threaten or retaliate against another person who has refused to offer or accept a bribe or who has raised concerns about possible bribery or corruption.

The Group recognises the severity of criminal and civil penalties and the reputational damage that may arise if the Group is involved in any form of bribery or corruption, money laundering and financing of terrorism, whether in Hong Kong or elsewhere and the requirement to comply with the Prevention of Bribery Ordinance (Cap 201 of the Laws of Hong Kong) (“POBO”), amongst other relevant laws of other countries or regions as appropriate.

 

4. Examples of Areas to Comply

Directors and employees are expected to adhere to the Group’s policies and rules in relation to anti-bribery and corruption, which include but not limited to the following aspects:

a) Conflict of Interest

Directors and employees of the Group are required to avoid any conflict-of-interest situations or the perception of such conflicts. Whenever directors or employees have any financial or non-financial interest, direct or indirect, in a customer, supplier, partner, subcontractor or other principal dealing with the Group, and that interest is of such an extent that it might reasonably affect their judgement or decisions exercised on behalf of the Group, they must declare their interest and refrain from making the decision themselves. They should decline to provide any assistance, advice or information to a customer, supplier, partner, subcontractor, or other principal dealing with the Group for any acts that deviate from the legitimate and/or normal course of action.

b) Conduct when obtaining Business

Directors and employees are prohibited from offering any bribe or advantage (as defined in the Prevention of Bribery Ordinance, including but not limited to any gift, loan, fee, reward, commission, employment contract, business contract, etc.) to any person, ex-employee, public servant, agent of a company or an organisation in relation to the business of his/its principal, in order to influence his/its execution of duties in relation to his/its principal’s affairs, whether directly or indirectly.

c) Personal Benefits

Directors and employees are prohibited from soliciting, accepting, or retaining personal benefits from any other directors/staff members, customer of the Group, or any individual or organisation doing or seeking to do business with the Group. The Group has put in place certain guidelines and procedures which directors and/or employees shall follow when personal benefits are accepted or retained under specified circumstances.

d) Gifts & Hospitality

The Group’s anti-bribery and corruption policy does not prohibit the giving or accepting of reasonable and appropriate hospitality for legitimate purposes such as building relationships, maintaining the Group’s image or reputation. However, a gift or hospitality will not be appropriate if it is unduly lavish or extravagant or could be seen as an inducement or reward for any preferential treatment (for example, during contractual negotiations or a tender process). Gifts must be of an appropriate type and value depending on the circumstances and taking account of the reason for the gift. Gifts must not include cash or cash equivalent (such as vouchers) or be given in secret. Gifts must also be given and addressed in the name of the Group or its subsidiaries – not in a director or employee’s own name.

As for entertainment, a reasonable amount of entertainment is allowed for the purpose of business networking, fostering relationships with external parties or showing hospitality and occur sparingly.  The key guiding principles in ensuring the entertainment given or received are appropriate are as follows:

• It is for bona fide purpose;
• The activity will not create any obligation or expectation on the recipient;
• The expenditure will not be seen as intended for or capable of achieving undue influence in relation to a business transaction;
• The value and nature of the expenditure is not disproportionate to the occasion;
• It is not overly frequent;
• The expense will be fully documented including purpose, approvals, attendees.

e) Charitable Contributions/Donations and Sponsorship

It is important that all donations and sponsorships (if any) are made in accordance with the Group’s policies and receive prior authorization by the Group’s Management or the Board.

Employees must ensure that all sponsorships and donations are not used as a subterfuge for bribery or used to circumvent or avoid any of the provisions on bribery. Due diligence must be performed to ensure that donations and sponsorship are not used to facilitate and conceal acts of bribery and that the donations and sponsorships made are appropriate, legal and ethical under local laws and practices and that it will not result in any conflict of interest.

Generally, all sponsorships and donations must comply with the following:

• ensure such contributions are allowed by applicable laws;
• obtain all the necessary internal and external authorisations;
• be accurately stated in the company’s accounting books and records;
• not to be used as a means to cover up an illegal payment or bribery.

 

5. Record Keeping

The Group and respective subsidiaries will keep financial records and have appropriate internal controls in place which will evidence the business reasons for making payments to, and receiving payments from, any person.

Employees must ensure that all expense claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with the payment authority of delegated authority and specifically record the reason for the expenditure. Employees shall further ensure that all expense claims shall comply with the terms and conditions of the Group’s policies.

All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, must be prepared and maintained with strict accuracy and completeness.

All employees are reminded that no accounts shall ever be kept “off-book” or considered “off-record” to facilitate or conceal improper payments.

 

6. Whistle Blowing & Disciplinary Measures

The Group encourages its workforce, customers, and other business partners to raise concerns about any issue or suspicion of bribery or corruption at the earliest possible stage. The prevention, detection and reporting of bribery or corruption is the responsibility of all persons within or associated with the Group. The Group will not retaliate (or tolerate retaliation) against anyone for refusing to pay or accept a bribe even if such refusal results in a loss of business. The Group encourages openness and will support any employee who raises genuine concerns in good faith even if they turn out to be mistaken.

The Group has put in place the relevant policy, to ensure that there are appropriate channels for reporting of illegal, unethical practices, or irregularities. For example, we have a dedicated email  whistleblow@mediaplusdemo.com/optima for external and internal stakeholders to report directly to the Group’s Management and Audit committee, in which all reports will be kept confidential and investigated if deemed necessary.

Any employee failing to comply with the Group’s anti-bribery and anti-corruption policy will face disciplinary action, which could even result in dismissal. In addition, violations of the relevant laws may also subject the concerned party to imprisonment and/or fines as stipulated in the relevant legislation in Hong Kong and other jurisdictions where the Group has its presence. Lastly, we may terminate our relationship with consultants, contractors, suppliers, customers, and       other business partners if they breach our anti-bribery and corruption policy or any related laws.

 

7. Existing Anti-corruption Framework

The Group has put in place an Anti-Bribery and Corruption framework which includes the policy, procedures, risk assessments, due diligence on third parties and associated persons, and aims to provide directors/employees with relevant training programmes. Current procedures include but not limited to annual declaration of conflict of interests for directors and employees and performing profile checks on third parties when necessary.

 

8. Periodic review

This Statement shall be reviewed annually and as required to ensure its relevance and effectiveness. Should there be any discrepancy between the English version and the Chinese version (if any) of this Statement, the English version shall apply and prevail.

Optima Automobile Group Holdings Ltd (Stock Code: 8418.HK)

WHISTLEBLOWING POLICY STATEMENT

1. Purpose of Statement

Optima Automobile Group Holdings Limited (“OAG”, together with its subsidiaries and controlled affiliates, the “Group”) is committed to achieving and maintaining the highest standards of openness, probity, and accountability. In line with this commitment, the Group expects and encourages employees of the Group and those who deal with the Group (e.g., customers, suppliers, creditors, and debtors) to report any concerns and actual or suspected misconduct or malpractice by any director, employee and/or external parties in any matter relating to the Group.

2. Scope

This Statement summarises the Group’s Whistleblowing policy, of which the latter and its requirements are found in the Group’s Corporate Manual and is applicable to all employees of the Group as well as independent third parties who deal with the Group.

The Group’s Whistleblowing policy has been designed to provide a confidential, safe and simple setting for the whistleblower(s) in good faith to communicate, in confidence and without the risk of reprisal, material and bona fide concerns or observations of any violations.

Whilst it is impossible to provide an exhaustive list of the activities that constitute impropriety, misconduct or malpractice, the Group’s Whistleblowing policy seeks to cover serious concerns that could have an impact on the Group, which include but not limited to:

Criminal offenses
Breach of legal or regulatory requirements
Miscarriage of justice
Malpractice, impropriety or fraud in financial reporting, internal control, or other financial matters of the Group
Breach of rules, policies, or internal controls of the Group
Endangerment of the health and safety of an individual
Discrimination or harassment
Damage caused to the environment
Professional, ethical, or other malpractices or wrongdoings
Improper conduct or unethical behaviour likely to prejudice the standing of the group; and
Deliberate concealment of any of the above
The Group’s Whistleblowing Policy is not designed for complaints or grievances lodged by individuals. Comments related to the Group’s products and services should not be reported according to this Policy unless they involve malpractice or irregularities as mentioned above. Individuals are welcome to share their opinions or make suggestions by visiting the Group’s homepage (https://ow.sg/).

3. Reporting Channel

Any person who has reasonable evidence of actual or suspected improper conduct involving the Group is encouraged to make a report to the Group. It is not necessary to have absolute proof of any improper conduct prior to making such a report, provided the report is made in good faith.

If a Group employee becomes aware of any actual or suspected breach of this Policy, he/she must report such incidents in accordance with the reporting channels and process designated for staff as stated in the Whistleblowing Policy in the Group’s Corporate Manual.

For all others who deal with the Group externally, a report may be submitted to the Group’s Chairman of the Audit Committee via email at: whistleblow@mediaplusdemo.com/optima

Or sent in writing to:

The Chairman of Audit Committee

18/F, Ovest, 77 Wing Lok Street,

Sheung Wan, Hong Kong

The Group recognises anonymous reporting. However, Whistleblowers are encouraged to speak up in a timely manner and put their names to any disclosures they make. A Whistleblower who chooses to remain anonymous is advised that the Group may not be able to obtain the additional information needed to investigate or address his/her concerns. When making a report, it is essential that as much detail of the alleged improper conduct as possible be provided, along with whatever supporting evidence the concerned person may have available.

4. Investigation of Report

The Group will write/respond to the Whistleblower within 14 working days wherever reasonably practicable acknowledging that the concern has been received and the matter will be investigated independently with no delay. Where the report discloses a possible criminal offence, the Group shall avoid any actions which may alert the perpetrator, preserve all potential evidence, and swiftly refer the matter to local authorities or law enforcement agency. Lastly, the Whistleblower will be informed of the completion status of the investigation in due course.

5. Confidentiality & Protection against Retaliation

Each report will be treated as confidential. The identity of the whistleblower will not be divulged save with such whistleblower’s consent or where:

in the opinion of the Audit Committee of the Group (the “Audit Committee”), it is material to the investigation or in the interest of the Group to disclose the identity;
the report is frivolous or is lodged in bad faith with malicious or mischievous intent or in abuse of this policy;
it is required to be disclosed in compliance with any applicable law or regulation, by any relevant regulatory authority including The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), or by the order or directive of any court having jurisdiction over the Group; and
the report and the identity of the whistleblower are already public knowledge.
In addition, the whistleblower making appropriate reports under this policy is assured of protection against unfair dismissal, victimisation, or unwarranted disciplinary action, even if the reports are subsequently proved to be incorrect or unsubstantiated. Harassment or victimisation of a genuine whistleblower is treated as gross misconduct, which if proven, may result in disciplinary action and even dismissal.

The Group will not retaliate against a Whistleblower. Any Whistleblower who believes he/she is being retaliated against must inform the Group immediately by following the same reporting channel indicated above.

6. False Reports

A Whistleblower should not make false claims for malicious reasons or personal gain. The Group reserves the right to take appropriate actions against any Whistleblower or other related person to recover any cost, loss or damage resulting from a false report.

7. Record Keeping

Personal data gathered during the course of the investigation will be handled in accordance with the Personal Data (Privacy) Ordinance. Data that could identify the Whistleblower will be retained for a period of at least five years by the Group from the closing date of the case.

8. Maintaining this Policy

The Group’s management and Audit Committee shall be responsible for the day-to-day implementation and enforcement of the policy. In addition, the Group’s compliance officer and the Audit Committee shall be responsible for the monitoring and review of all the policies and procedures set out herein.

9. Periodic review

This Statement shall be reviewed annually and as required to ensure its relevance and effectiveness. Should there be any discrepancy between the English version and the Chinese version (if any) of this Statement, the English version shall apply and prevail.