1.1 Directors and employees of the company are expected to carry out their duties and conduct themselves in a professional manner at all times that would bring credit to themselves and the company.

1.2 High standards of business and personal ethics, honesty and integrity in fulfilling their responsibilities within all applicable laws and regulations are expected as part of the company’s values.

1.3 Whistle Blowing refers to the act of reporting misconduct within an organization.  This Policy provides a channel for directors, employees and external parties to bring to the attention of the Board & Audit Committee any misdeed or impropriety committed by directors, management or staff of the company in a responsible and effective manner.

2.1 This Whistle Blowing Policy is intended to help surface concerns over any action or omission within the company relating to unlawful conduct, financial malpractice, violation of law, rule, regulation or policy, or a direct threat to the interest of the company.  By way of illustration, some of the concerns will include but not be limited to:

• Criminal Offences (e.g Fraud, corruption or theft) which have been or likely to be committee
• Fraud, whether actual or suspected, or deliberate error in preparation, evaluation or review of financial statements, or in recording and maintenance of financial records
• Non-compliance with the company’s internal controls and procedures
• Profiteering as a result of insider knowledge
• Accepting or giving bribes
• Misappropriation of funds
• Abuse of authority for Personal Gain
• Conflict of interest in business dealings or involvement in prohibited activities.
• Violation of any law, rule, regulation or policy of the company
• Intimidation, discrimination or harassment of staff and other persons during the course of work
• Unauthorized Discounts
• Unauthorized disclosure of confidential information
• Money laundering activities

3.1 The objectives are to:

• Encourage raising of genuine concerns and acting upon these concerns
• Provide a safe and confidential channel for raising concerns and getting feedback
• Ensure that appropriate responses would be given to whistle blowers on all concerns raised
• Reassure whistle blowers that they would be protected from reprisals or victimization in respect of concerns raised in good faith

4.1 The company will not tolerate victimization of the whistle blower, and appropriate disciplinary action will be taken against those who do so

4.2 The company also assures that the employment of the whistle blower will be protected even if the report is proven to be unfounded, provided that the report has been made in good faith

4.3 However, the company does not condone frivolous, mischievous or malicious allegations.   Employees making such allegations will face disciplinary action in accordance with the company’s Disciplinary Procedures.  The company will not tolerate abusing this Policy for personal gains on the part of any employee.

5. CONFIDENTIALITY

5.1 Whistle blowers are encouraged to identify themselves when raising concerns or providing information.  All information provided will be treated with the strictest confidentiality.

5.2 Exceptional cases where disclosure of the whistleblower’s identity or information provided may be required include:

• Company is under legal obligation to make such disclosure
• The information is already in the public domai
• Information is provided in confidence to legal or auditing professionals for the purpose of obtaining professional advice and
• The information is required by the authorities

5.3 Even then, every effort will be taken to maintain confidentiality to the fullest extent possible.  If the whistle blowers identity is to be revealed under circumstances not covered by the above, discussion would be held with the whistle blower before any disclosure is made.

6.      CONCERNS AND INFORMATION PROVIDED ANONYMOUSLY

6.1 Concerns expressed anonymously are much less persuasive and may hinder investigation work as it is more difficult to look into the matter.  Information provided anonymously will be investigated on the basis of their merits.

7.1 Concerns should be raised in writing via letter or email by detailing the background, history of events and the reasons for raising concern.

7.2 Such information or reports should be addressed to the Company Secretary at the following address:

HSMAI Asia Pacific Inc.

1/28-30A Burwood Rd,

Burwood NSW 2134

Australia

7.3 The Company Secretary would report any concern or issue raised to the Chairman of the Board.

7.4 If the report could not be provided in writing, the Company Secretary would set up a meeting to receive the feedback at a time and location to be mutually determined.

8.1 The company assures that any concern raised or information provided will be investigated, but consideration will be given according to its seriousness, credibility and likelihood of confirming with attributable sources.

8.2 Upon receipt of the information provided, the Chairman of the Audit Committee or another person authorized by the Board would appoint one the Audit Committee members to lead the investigation.

9. INVESTIGATING PROCEDURE

9.1 The Investigating Officer(s) will follow these steps:

• Full details of the concern raised and all necessary clarifications should be obtained
• Assess the best course of action to be taken.  This may involve a more extensive internal inquiry or a more formal investigation;
• Where the concern raised involves a reportable offence, a report must be lodged with the authorities, after consultation with both Chairmen of the Board & the Audit Committee.
• If either Chairman is the subject of the complaint or investigation, the other Chairman shall appoint a Board Member to assist in place of the excluded Chairman.
• The findings and recommendations of the Investigating Officer(s) will be detailed in a written report addressed to the Chairman of the Audit Committee.
• The Chairman of the Audit Committee, in consultation with the Chairman of the Board, will decide on what further action(s) to be taken
• The whistle blower will be kept informed of the progress of the investigation and where appropriate, the final outcome, subject to any legal or confidentiality constraint.

10.1 This policy would be reviewed whenever required by the Audit Committee and any recommendation will be made to the Board of Directors for final approval.