Whistleblowing Policy & Procedure

Purpose of Whistleblowing Policy

Pacific Star Development Limited (“PSDL”) does not tolerate any statutory non-compliance, malpractice, impropriety or wrongdoing by any employees in the course of their work. As part of PSDL’s commitment to maintaining a high standard of integrity in its business conduct, this whistleblowing policy (the “Policy”) provides a framework to promote responsible and secure whistleblowing without fear of adverse consequences.

The Policy aims to allow staff and other relevant stakeholders to report illegal/unethical conduct. Its objectives include the following:

(i)

providing a trusted avenue for employees and other relevant stakeholders (such as customers, contractors, vendors and other stakeholders) to report serious wrongdoing or concerns. These include any issues in relation to fraud or breaches of internal controls or ethics, without fear of reprisals when such whistleblowing has been done in good faith; and

(ii)

ensuring that robust arrangements are implemented to facilitate independent investigation of any reported concern(s) and for the appropriate follow up actions to be taken.

Application

The Policy applies to PSDL and its subsidiaries (collectively, the “PSD Group”), and its employees, and any other persons or business organisations carrying out work with and for PSD Group.

Reportable Incidents/Concerns

Reportable suspected wrongdoings include but are not limited to:

(i)

corruption, misappropriation or blackmail;

(ii)

misconduct in respect of financial reporting, accounting or other financial matters;

(iii)

any criminal offence, omission or failure to comply with any regulatory or other legal obligation;

(iv)

significant breaches of PSD Group policies or internal controls;

(v)

endangerment of the health and safety of any individual;

(vi)

Harassment; or

(vii)

concealment of any of the above.

Confidentiality

All reports shall be treated with utmost confidentiality, except as and where necessary or appropriate to conduct investigation and to take remedial action. The following shall apply:

(i)

the identity of the person (the “Whistleblower”) making the allegation will be kept confidential and confined to the persons investigating the incident/concern so long as it does not hinder or frustrate such investigation;

(ii)

the investigation process may reveal the source of the information to persons involved in the investigation or resolution of the investigation report or reporting to regulatory authorities (where applicable); and

(iii)

the Whistleblower making the report may need to provide a statement as part of the gathering of evidence required.

No person should suffer reprisal as a result of reporting a genuine concern, even if they turn out to be mistaken. This is also to be considered in the overarching principle that there should not be any harassment or victimisation of anyone reporting a genuine concern.

It should be noted that although the Policy is meant to protect the Whistleblower from any unfair treatment, it strictly prohibits frivolous and/or untrue complaints. The Policy is not to be treated as a route for taking up personal grievances. It would be a disciplinary matter to victimise a bona fide Whistleblower and for someone maliciously making a false allegation.

Reporting of Incidents/Concerns and Communication Channels

The Whistleblower should report his/her concern to the Chairman of the Audit Committee (the “AC Chairman”). The AC Chairman will handle all reported cases and ensure that issues raised are properly resolved by the management team of PSD Group or such other parties as appropriate. Members of the management team of PSD Group will not be involved the handling of the reported case if he/she is the subject of the whistleblowing. In AC Chairman’s absence (if any), one of the Audit Committee members will be appointed to take charge of the matter.

All incidents/concerns raised by the Whistleblower will be independently evaluated to ensure that they are fairly and properly considered. It is important to have all critical information in order to be able to effectively assess and investigate a whistleblowing incident/concern. Therefore, any report made should provide as much information and be as specific as possible.

Incidents/concerns which are reported anonymously may be difficult to act upon effectively. However, these may still be considered, taking into account the severity and credibility of the issues raised and the likelihood of confirmation of the allegation from attributable sources and information provided. Hence, the Whistleblower is encouraged to provide his/her contact information so that clarifications can be sought during the course of investigation. If a Whistleblower chooses to make such reports anonymously, he/she shall not be entitled to the investigation outcome of the case reported.

A Whistleblower may make a report to the AC Chairman via email at the following address:
whistleblowing@pacificstar-dev.com

Note: Emails sent to the abovementioned email address will be copied to the Head of Legal of PSDL, who shall assist and support the AC Chairman in respect of any whistleblowing incidents/concerns.

Policy Review

The Policy shall be reviewed annually and may be modified and/or supplemented to maintain compliance with applicable laws and regulations or accommodate organisational changes. This review will be carried out by the Audit Committee.