(1)PURPOSE

To provide an internal mechanism for the Company to be notified of any concerns about possible improprieties concerning the Company’s accounting, internal controls, auditing and other matters in the workplace.

(2) INTRODUCTION

The Company must at all times conducts its business with the highest standards of integrity and honesty. It expects all Employees to maintain the same standards in everything they do. Employees are therefore encouraged to report any improprieties by the Company or its Employees that falls short of these business principles.

The aim of this policy is to ensure that as far as possible our Employees are able to notify the Company about any improprieties at work which they believe has occurred or is likely to occur.

The Company recognises that Employees may not always feel comfortable about discussing their concerns internally, especially if they believe that the Company itself is responsible for the improprieties. With this policy, Employees are assured that they can confidently raise any matters to the Company that causes their concern in the knowledge that it will be taken seriously, treated as confidential and no action will be taken against them.

This policy operates independently amongst the Management, and administered by 4 neutral persons within the Company, namely the Chairman of the Board, Group Chief Executive Officer, Chairman of the Audit Committee and Group Internal Audit Vice President.

This policy applies to all employees who work for the Company.

You are encouraged to use the procedure set out below if you have any concerns at all about improprieties at work.

(3) WHISTLE-BLOWING

"Whistle-blowing" means a disclosure of information relating to any of the following (irrespective of whether the matter complained of is happening now, took place in the past or is likely to happen in the future):

·       a criminal offence on the part of the Company or an Employee acting in the course of their employment by the Company;

·       the breach of a legal obligation that the Company is subject to (e.g. breach of a contractual or other common law obligation, statutory duty or requirement, or administrative requirement, including but not limited to suspected fraud, financial irregularities, malpractice or breach of a code of conduct); or

·       any improprieties on the Company's accounting, internal controls and auditing matters.

(4) PROCEDURES

1.   Submission and Reception of Complaints

a)     Employees are free to bring complaints to the attention of Chairman of the Board, Group Chief Executive Officer, Chairman of the Audit Committee or Group Internal Audit Vice President.

b)     Furthermore to ensure that complaints can be submitted confidentially or anonymously when complainants so choose, the Company shall maintain the following means by which complainants (either employees or non-employees) may communicate their complaints:-

(i)     by email to the Chairman of the Board, tayeh@ecs.com.sg, Chairman of the Audit Committee, leonghk@capitalcorp.com.sg, Group Chief Executive Officer, willam_ong@vst.com.hk or Group Internal Audit Vice President, newman.li@ecschina.com;

(ii)   the inter-office mail (or regular mail or other means of delivery, addressed to the corporate address of the Company), by which complaints may be submitted in a sealed envelope marked with “Attention: ‘Chairman of the Board’, ‘Group Chief Executive Officer’, ‘Chairman of the Audit Committee’ or ‘Group Internal Audit Vice President’ and the envelope shall be forwarded un-opened to the respective receiver.

2.   Retention of Records of Complaints

a)     Records pertaining to a complaint are the property of the Company and shall be retained:

b)     a. in compliance with applicable laws and document retention policies;

c)     b. subject to safeguards that ensure their confidentiality and where applicable, the anonymity of the person making the complaint; and

d)     c. in such a manner as to maximize their usefulness to the Company’s overall compliance program.

3.   Treatment of Complaints

a)     All complaints shall be treated as confidential.

b)     Although a person making an anonymous complaint may be advised that maintaining anonymity could hinder an effective investigation, the anonymity of the person making the complaint shall be maintained until the person indicates that he or she does not wish to remain anonymous. The system established for exchanging information with a complainant shall be designed to maintain anonymity.

c)     The complaint lodged shall be referred to the Audit Committee which shall assign the Group Internal Audit Vice President, or such appropriate person(s) or sub-committee to act as the independent party to conduct a preliminary investigation of the complaint and submit a report to the Audit Committee. The Audit Committee shall thereafter consider such appropriate treatment.

d)    Following investigation and evaluation of a complaint, if there is a case to answer, and if appropriate, the Group Internal Audit Vice President, or such appropriate person(s) or sub-committee will recommend to the AC regarding the disciplinary action shall be taken against the person/s who is the subject of the allegation/s. The action so determined by the AC to be appropriate shall then be brought to the Board or to the appropriate members of senior management for authorization or implementation, respectively.

e)     Any effort to retaliate against any person making a complaint in good faith is strictly prohibited and shall be reported immediately to the Chairman of the Audit Committee.

William Ong
Group Chief Executive Officer
ECS Holdings Limited