Corporate Governance

1.0   PURPOSE

MBV International Limited (the “Company”) and its subsidiaries (the “Group”) are committed to achieving and maintaining the highest standards of openness, integrity and accountability.

The Policy is designed to encourage all employees of the Group as well as relevant third parties who have business dealings with the Group to raise concerns, in confidence, about misconduct, malpractice or irregularities in any matters related to the Group. It enables the Group to take appropriate action to mitigate risks, minimise potential damage, and prevent recurrence.

The whistleblowing mechanism is to enhances corporate governance and forms an integral part of the Group’s risk management and internal control systems. It also provides employees or relevant third parties with reporting channels and guidance on whistleblowing.

2.0  SCOPE

This policy applies to all directors and employees (including permanent, contract, probationary, and temporary staff) of the Group as well as third parties who have business dealings with the Group (e.g. suppliers, customers, agents, consultants, contractors & etc) (“Whistleblowers”).

3.0  REPORTABLE MATTERS

Whistleblowing matters may include (but are not limited to) the following:

–  Breach of any laws or regulatory requirements;
–  Criminal offences, any illegal acts and miscarriage of justice;
–  Malpractice, misconduct or fraud related to internal control, accounting, auditing and financial matters;
–  Any acts that endanger the health and safety of an individual;
–  Bribery and corruption;
–  Acts of discrimination or harassment;
–  Any acts that cause environmental damage;
–  Misappropriation of company property;
–  Breach of the Code of Conduct;
–  Misconduct or unethical behaviour that may adversely affect the reputation of the Group; and
–  Deliberate concealment of any of the above

However, please note that this Policy is not designed to foster any personal disputes or be used to question any financial or business decision of the Group, nor should it be used to reconsider any employee matters which have been dealt with or other complaints and disputes already resolved.

4.0  REPORTING CHANNELS

Reports may be made confidentially or anonymously through the following channels:

Option 1 – Audit Committee (through the Company Secretary)

(1)  In writing

DCC Consultancy Limited
Unit B, 23/F, Yue Hing Building,
103 Hennessy Road,
Wanchai, Hong Kong.

Attn: Company Secretary, Iris Lam
(Please mark “Private and Confidential – To be opened by addressee only”)

(2)  By Email

admin@mtcshk.com
(To be reviewed by the Company Secretary before passing to the Audit Committee)

Option 2 –Company Director

(1)  In writing

Oren Sport Sdn Bhd
No.66, Jalan Seroja
39, Taman Johor Jaya,
81100 Johor Bahru,
Johor, Malaysia.

Attn: Company Director, Dato’ Tan Meng Seng
(Please mark “Private and Confidential – To be opened by addressee only”)

(2)  By Email

datovincenttms@orensport.com

5.0  CONFIDENTIALITY AND ANONYMITY

All reports will be treated in strictest confidentiality, to the extent reasonably practicable. Whistleblowers may choose to remain anonymous. However, the Group encourages the provision of sufficient information to facilitate an effective investigation. Disclosures without sufficient information and/or a method of contact may delay or prevent further investigation into the matter. Anonymous reports will be considered at the discretion of the Company, taking into account the seriousness, credibility, and verifiability of the information provided. Where a report contains personal data of the Whistleblower and/or any third party, or where additional personal data is obtained during the course of an investigation, the submission of such report shall be deemed as confirmation that:

·  the Whistleblower consents to the Group processing his/her personal data for the purposes of assessment, investigation, and resolution of the report; and
·  where applicable, the Whistleblower has obtained the necessary consent from any third party for the Group to process such personal data in compliance with applicable data protection laws.

The Company shall take all reasonable steps to safeguard the identity of the Whistleblower and ensure that information is disclosed strictly on a need-to-know basis.

Where a report results in investigation by regulators or authorities, it may be necessary for the Whistleblower to provide further information or assistance, to the extent required or permitted by law.

Whistleblowers and all relevant parties must maintain strict confidentiality of all information relating to the report. Any breach of confidentiality may result in disciplinary action, where applicable.

6.0  PROTECTION AGAINST RETALIATION

The Company strictly prohibits any form of retaliation against individuals who raise concerns in good faith. No whistleblower shall suffer dismissal, demotion, harassment, discrimination, or any adverse employment action as a result of reporting a concern. Any person who retaliates against a Whistleblower will be subject to disciplinary action.

7.0  INVESTIGATION PROCESS

The format and length of an investigation will vary according to their nature and circumstances. The issue(s) raised maybe:

·  internally investigated;
·  submitted to the Audit Committee;
·  referred to the external auditor;
·  reported to relevant regulatory authorities; and/or
·  undertaken by an independent inquiry.

After reviewing the reporting, the appointed investigator will, where appropriate will inform the Whistleblower(s) as soon as practicable in writing the following(s):

·  acknowledge receipt of the reporting;
·  advise whether the related matters will be further investigated, if so, how the investigation will be conducted; and/or
·  provide an estimated timeframe for completion.

The Whistleblower will be informed of the outcome of the investigation, subject to legal and confidentiality constraints.
All records relating to investigations shall be securely maintained by the Company Secretarial Department. Access shall be restricted and properly documented.

8.0  FALSE OR MALICIOUS REPORTS

Whistleblower(s) must exercise due care to ensure the truthfulness and accuracy of the information provided.

Reports made in good faith are protected even if unsubstantiated. However, this protection does not extend to reports that are made maliciously, in bad faith, or with knowledge that the information provided is false.

The Group reserves the right to take disciplinary or legal action against any individual who makes such reports, including recovery of any loss or damage caused as a result of his/her report.

9.0  OVERSIGHT AND REVIEW

The Audit Committee has overall responsibility for overseeing the implementation and effectiveness of this Policy. This Policy shall be reviewed by the Audit Committee periodically to ensure compliance with applicable laws, regulations, and corporate governance requirements.