HALCYON AGRI CORPORATION LIMITED

(the “Company”)
(Company Registration No. 200504595D)
(Incorporated in the Republic of Singapore)

ANTI-CORRUPTION & BRIBERY POLICY (“ACBP”)

1. INTRODUCTION

1.1 Halcyon Agri Corporation Limited and its subsidiaries (the “Group’) are committed to
conduct our business with integrity, fairness and transparency and do not tolerate
corruption and bribery in any form, direct or indirect.

1.2. The Policy is intended to provide guidance for employees not to engage in any corruption
or bribery acts.

2. WHO IS COVERED BY THIS POLICY

2.1. This Policy applies to all directors, management and employees of the Group.

2.2 This Policy also applies to the company's customers, suppliers, consultants, distributors,
joint venture partners and any other third-party representatives (each herein referred to
as “Agent” or collectively as “Agents”) that, on behalf of the Company, have conducted
business for the Group.

3. OBJECTIVES OF THIS POLICY

3.1 Recognise corruption and bribery practices and do not engage in such practices.

3.2 Provide guidelines when dealing in situation with corruption and bribery.

4. CORRUPTION AND BRIBERY

4.1 Corruption is receiving, asking for, offering, authorizing, or giving any gratification as an
inducement for a person, customer, business partner, agent, supplier or other agent to
do a favour with a corrupt intent.

4.2 There are many kinds of gratification or bribes, including gifts, money, loans,
employment offers, donations, sponsorships, sexual acts, real estate properties,
business opportunities, promises and services. In return, a person may ask for favours
which can include unfair personal or business advantages, confidential information and
other special privileges.

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5. COMPLIANCE

5.1 The Group adopts a zero-tolerance policy towards any forms of corruption and bribery
in conducting our business.

5.2 Employees must practice fair dealing, honesty and integrity in every aspect of dealing
with other employees, customers, suppliers, competitors, shareholders, the business
community, and the public and government authorities.

5.3 The Group prohibits bribes, kickbacks and other similar payoffs and benefits paid to any
suppliers or customers.

5.4 Employees and agents are also prohibited from receiving, directly or indirectly, anything
of a significant value (other than salary, wages or other ordinary compensation from the
Company) in connection with a transaction entered into by the Company.

5.5 The Group operates in some countries where the request for bribes in order for business
to progress is common place. Payment of such bribes no matter how small, is prohibited.
Employee should seek consultation with immediate supervisor who should discuss with
relevant authorities.

5.6 Meal Entertainment. This policy does not prohibit expenditures of reasonable amounts
for meals and entertainment of suppliers and customers which are an ordinary and
customary business expense, if they are otherwise lawful.

5.7 Facilitation Payments are strictly prohibited. These are payments made in some
countries to government officials to expedite or secure governmental action.

5.8 Charitable Donations. Employees must not use charitable donation to conceal a bribe.

5.9 Political Contributions. Employees must not make political contributions, monetary or
non-monetary, to support any political parties/organisation or candidates.

5.10 Abuse of Position. When acting on behalf of the Group, employee must not abuse his
position in the company for unfair personal advantage and benefits through sales,
trading, purchasing or investment transactions.

5.11 Employees have to observe the anti-corruption and anti-bribery legislations and
regulations in the countries where we have business activities and do not engage in any
corrupt or bribery practices.

6. ANTI-CORRUPTION AND ANTI-BRIBERY LAWS

The Group and all the employees and agents must comply with relevant anti-corruption
and bribery laws:

 Singapore Prevention of Corruption Act (PCA) legislation;

 UK Bribery Act;
 US Foreign Corrupt Practices Act; and
 Other local anti-bribery laws in the countries where the Group do business.

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7. WORKING WITH AGENTS

7.1 The Group do not condone the action of, nor do we wish to be held liable for, any of our
agents who may have made any bribes whilst acting for us, whether with or without our
knowledge.

7.2 It is important to ensure that all agents that working with the Group are aware of and
acknowledge the Group’s zero tolerance to corruption and bribery and to comply with
the applicable anti-corruption and anti-bribery laws.

7.3 It is important to carry out proper due diligence of all agents representing us or providing
services to us, are undertaken before we engage such agents. These agents should
also undertake not to engage in any form of bribery or corruption.

7.4 Refer to Appendix for listing of “red flags” which may signify potential risk of corruption
or bribery of agent.

8. REPORTING ACTUAL OR SUSPECTED WRONGDOING

8.1 If employee is aware of actual or suspected wrongdoing, he must promptly notify

supervisor or lodge a report in accordance with the Group’s Whistleblowing Policy.
Employees may also notify the Group Legal Department of Halcyon Agri Corporation
Limited.

8.2 Any report will be treated as confidential. Whistleblowing employee who is not involved
in the wrongdoing and act in good faith will not suffer adverse consequences for
reporting.

8.3 The Group will not tolerate any retribution or retaliation against anyone who has, in good
faith:

 sought advice regarding any conduct that may have violated this Policy;
 refused to participate in conduct that may violate this Policy, and/or;
 has reported a good faith suspicion of a violation of this Policy.

8.4 Employees can be regarded as having sufficient knowledge for a violation of anti-
corruption and anti-bribery laws in the countries which the Group operates its business.
Employees shall not ignore corruption or bribery-related issues that come to their
attention in the course of business as ignoring on suspicious corruption or bribery
actions on the part of employees is not a defence to criminal liability.

9. VIOLATION OF POLICY

Violation of this policy may lead to disciplinary action, up to and including termination of
employment and/or referral to relevant law enforcement authorities for criminal
prosecution.

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APPENDIX

“Red Flags” for Potential Risk of Corruption or Bribery of Agent

Listing of “red flags” which may signify potential risk of corruption or bribery of agent:

(i) The agent has a reputation for accepting or demanding bribes, and/or has requested to
make or receive a bribe.

(ii) The agent has been subject of previous enforcement action(s) for corruption-related
offenses.

(iii) The agent’s report of its business structure is unusual, incomplete, or overly complex
with a lack of transparency.

(iv) The agent provides incomplete, false, or misleading business contact information.

(v) The agent requests unusual payments or financial arrangements (e.g. requests to
accept payments in cash or through an agent; requests the Company to complete
unnecessary, inaccurate or unexplained invoices; travel agent requests payments in
addition to ordinary commission or remuneration offered to other similar type agents in
the same country), or has a pattern of over-invoicing or incorrect invoicing, or
overpayments and requests for refunds.

(vi) The agent requests a split of purchases to avoid procurement thresholds.

(vii) The agent proposes unnecessary change orders to increase contract values after award
of the contract.

(viii) The agent is vague or elusive about source of funds for the transaction or activity.

(ix) The agent has large sums of cash or currency available for the transaction or business
activity with no corresponding business that generates the high revenue stream.

(x) The agent seeks to make or receive payment from or to a foreign country account other
than the location of the party’s business or the service performed, unless the agent has
legitimate reasons for requesting for such arrangement.

(xi) An unnecessary middleman or local is involved in the contract or negotiations, and his
addition has no obvious value to the performance of the contract.

(xii) The agent boasts about relationships with local government officials, such as
immigration or customs officials, government officials.

(xiii) The agent engages questionable subcontractors or local agents.

(xiv) In a bid process, the request for proposals include very narrow contract specifications
that seem to favour a specific bidder and exclude others.

(xv) The agent requests that the Company not report or disclose a particular activity or
transaction.

(xvi) The agent threatens to withhold services absent payments to individuals in addition to
contractually agreed payments, or payments in cash or cash equivalents.

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(xvii) A Government Official insists on a specific person or company to serve as agent.

(xviii) The agent refuses to agree to the contractual provisions.

(xix) The agent’s business is not listed in standard industry directories, or is unknown to
people knowledgeable about the industry.

(xx) During negotiations, the agent seems indifferent to the price for the Company products
or services, or otherwise fails to act in a profit seeking manner.

(xxi) The agent insists that its identity remain confidential or refuses to divulge the identity of
its owners or principals.

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