Anti-fraud and Whistle-blowing Policy and Procedure

  1. Introduction

    The Anti-fraud and Whistle-blowing Policy and Procedure (this “Policy”) of DTXS Silk Road Investment Holdings Company Limited (the “Company”) and its subsidiaries (the “Group”) translates the Group’s commitments to prevent, detect and report fraud into a set of formal written requirements.

    This Policy applies to directors, officers and employees of the Group. Whistleblowing refers to a situation where an employee or a third party (a “Whistleblower”) decides to report a serious concern about any suspected fraud, malpractice, misconduct or irregularity (the “Concern”).

    Whistleblowing serves as a useful way to uncover fraud, malpractice, misconduct, or significant risk within an organization.

    To promote ethical standards, management of the associated companies, jointly controlled entities, etc. is encouraged to share this Policy with their employees and related parties according to actual business operations.

  2. Purpose

    To encourage and assist any employee(s) of the Group (the “Employee(s)”) or third parties (e.g. customers, suppliers etc.) to raise the Concern and disclose related information confidentially.

    To provide reporting channels and guidance on whistleblowing to Employees or third parties to raise the Concern rather than neglecting it.

    To reveal suspected fraud, malpractice or misconduct before these activities cause disruption or loss to the Group.

  3. Responsibility

    The Audit Committee of the Company (the “Audit Committee”) has the overall responsibility for this Policy, but has delegated the day-to-day responsibility for overseeing and implementing this Policy to the Company Secretary of the Company (the “Company Secretary”). The Audit Committee is responsible for monitoring and reviewing the effectiveness of this Policy and the actions resulting from the investigation.

    This Policy has been approved by the Audit Committee. Any amendments or updates to this Policy will be subject to the Audit Committee’s approval.

  4. Areas of Reporting and Response

    Examples of conduct that would be considered fraudulent and should be reported via the whistle- blowing channel include:
    (a) The violation of the Group’s Code of Conduct;
    (b) Management’s override of control;
    (c) Any fraudulent activities, including deception, bribery, forgery, extortion, corruption, theft, conspiracy, embezzlement, misappropriation, false representation, concealment of material facts and collusion;
    (d) Criminal offense or miscarriage of justice;
    (e) Non-compliance with laws and regulations;
    (f) Impropriety or fraud relating to accounting, financial reporting, internal controls and auditing matters;
    (g) Misuse or misappropriation of the Group’s assets or resources;
    (h) Any action which endangers the health and safety of Employees or other stakeholders;
    (i) Violation of the policies or guidelines of the Group;
    (j) Improper use or leakage of confidential or commercially sensitive information; and
    (k) Deliberate concealment of any of the above.

    Whistleblower is not required to make absolute proof of the Concern reported. The Concern would be appreciated if it is reported in good faith; even it is not confirmed by an investigation.

  5. Protection for whistleblower

    Persons reporting the Concern in good faith are assured of fair treatment. The Group will make every effort to protect the Employee against unfair dismissal, victimization or unwarranted disciplinary action, even if the Concern turn out to be unsubstantiated. Good faith means that the reporting person has held a reasonable belief that the Concern made is true and honest but not made for personal interest or any ulterior motive.

    Management must ensure that Whistleblowers feel easeful to raise Concern without fear of reprisals. Any kinds of retaliation against a Whistleblower will be considered as misdemeanors.

    However, if a Whistleblower makes a false report maliciously, with an ulterior motive, or for personal advantage, the Group reserves the right to take appropriate actions against anyone (Employees or third parties) to recover any loss or damage as a result of the false report.

  6. Confidentiality

    The Group will make every effort to keep Whistleblower’s identity and the reported Concern strictly confidential.

    Likewise, the Whistleblower should keep strictly confidential about the details of a reported Concern, such as its nature, related persons, etc.

    Under certain circumstances where the Whistleblower’s identity has to be revealed according to laws and regulations, the Group will endeavour to take reasonable steps to protect the Whistleblower from detriment.

    It is understood that a Whistleblower may wish to report anonymously. However, it is not encouraged as an anonymous allegation will hinder investigation and follow-up actions due to limited information.

    Whistleblowers are encouraged to come forward and report as much specific information as possible for assessment and investigation.

  7. Reporting and Response

    The Group supports those in good faith report potential cases of fraud or irregularities. Suspected cases should be reported promptly, whether or not it is known who may responsible for the fraud or irregularity or how it may have occurred.

    Employees shall report any suspected fraud or irregularities, including any recommendations, via email directly to the email address that maintains by the Audit Committee or designated person:

    All frauds or irregularities, including suspected cases should be fully and promptly investigated by the Audit Committee.

    The investigations should be handled confidentially. The identity of whistle-blower and the suspected cases will not be disclosed. However, if there is sufficient evidence to suggest that a case of possible criminal offence or corruption exists, the matter may be reported to the relevant local authorities

    The Audit Committee should submit a summary of fraudulent activities to the Board at least annually if any incident happened.

  8. Others

    This Policy is applicable to the Company and all of its subsidiaries.