Appendix F

A. PRINCIPLE
The principle of this code is based on principles in relation to sincerity, integrity, responsibility and corporate social responsibility.

B. PURPOSE
This Code is formulated to enhance the standard of corporate governance and corporate behaviour with the intention of achieving the following aims:

• To establish a standard of ethical behaviour for directors and staff based on trustworthiness and values that can be accepted, are held or upheld by any one person.
• To uphold the spirit of responsibility and social responsibility in line with the legislation, regulations and guidelines for administrating a company.

C. CODE OF ETHICS
In the performance of his/her duties, a director and staff should at all times observe the following codes:-

• Should have a clear understanding of the aims and purpose, capabilities and capacity of the company;
• Should devote time and effort to attend meetings and to know what is required of the board and each of its directors and staff, and to discharge those functions;
• Should ensure at all times that the company is properly managed and effectively controlled;
• Should stay abreast of the affairs of the company and be kept informed of the company's compliance with the relevant legislation and contractual requirements;
• Should insist on being kept informed on all matters of importance to the company in order to be effective in corporate management;
• he/she can best devote their time and effectiveness; each director and staff in his/her own judge of their abilities and how best to manage his/her time effectively in the company;
• Should have access to the advice and services of the company secretary, who is responsible to the board to ensure proper procedures, rules and regulations are complied with;
• Should at all times exercise his/her powers for the purposes they were conferred, for the benefit and prosperity of the company;
• Should disclose immediately all contractual interests whether directly or indirectly with the company;
• Should neither divert to his/her own advantage any business opportunity that the company is pursuing, nor may he/she use confidential information obtained by reason of his/her office for his/her own advantage or that of others;
• Should at all times act with utmost good faith towards the company in any transaction and to act honestly and responsibly in the exercise of his powers in discharging his/her duties; and
• Should be willing to exercise independent judgment and, if necessary, openly oppose if the vital interest of the company is at stake;
• Relationship with Shareholders, Co-workers, Creditors and Customers
  • Should be conscious of the interest of shareholders, co-workers, creditors and customers of the company;
  • Should at all times promote professionalism and improve the competency of management and co-workers; and
  • Should ensure adequate safety measures and provide proper protection to co-workers at the workplace.
• Social Responsibilities and the Environment
  • Should ensure that necessary steps are taken in accordance with the law to properly wind-up or strike off the company register if the company has not commenced business or has ceased to carry on business and is not likely to commence business in the future or resume business as the case may be;
  • Should adopt an objective and positive attitude and give the utmost cooperation for the common good when dealing with government authorities or regulatory bodies;
  • Should ensure the effective use of natural resources, and improve quality of life by promoting corporate social responsibilities;
  • Should be more proactive to the needs of the community and to assist in society-related programmes in line with the aspirations of the concept of 'Caring Society' in Vision 2020; and
  • Should ensure that the activities and the operations of the company do not harm the interest and well-being of society at large and assist in the fight against inflation.

D. STANDARDS OF CONDUCT

• He/She shall not engage in conduct that would compromise, discredit or diminish the integrity of the Board and Company.
• He/She will respectively consider the opinions of others during deliberations, strive for integration of viewpoints or consensus building in decision-making and will respect the corporate judgement of the Management in regard to its decision.
• Directors will refrain from using Board Meeting to advance their personal agenda.

E. GIFTS

• He/She shall not solicit or receive a gift or favour from any person, company or organisation, or from any intermediary interest, that may compromise or appear to compromise the independent judgement of the member regarding his or her obligations to the Board.
• Social amenities customarily associated with legitimate business relationships are permissible. These include the usual forms of entertainment such as lunches or dinners as well as occasional gifts of modest value.

F. CONFLICT OF INTEREST

• The Board of Directors and staff must act at all times in the best interests of the Company and not for personal or third-party gain or financial enrichment.
• When encountering potential conflicts of interest, he/she will identify the conflict and as required remove themselves from all discussion and voting on the matter.

G. USE OF NON-PUBLIC INFORMATION AND DISCLOSURE

• He/She who knows important information about the Company that has not been disclosed to the public must keep such information confidential.
• He/She shall maintain the confidentiality of any non-public information learned in the performance of their duties on behalf of the Company, except when disclosure is authorised or legally mandated.

H. USE OF COMPANY FUNDS, ASSETS AND INFORMATION

• He/She shall protect the Company's funds, assets and information and shall not use the Company funds, assets and information to pursue personal opportunities or gain.
• No Company funds, assets or information shall be used for any unlawful purpose.
• No undisclosed or unrecorded fund or asset shall be established for any purpose.

I. REVIEW OF THE CODE
The Board will review the Code regularly to ensure that it continues to remain relevant and appropriate.