This is a Supplier Policy and Manufacturer Code of Conduct (referred to respectively as “Policy” and “Code”) that will be applicable whenever referred to in any agreements or automatically bind any parties that engage in supplying, manufacturing, providing service or product related to its procurement or any other similar activity in part or in whole of any of our products and whether or not our engagement with you is concluded with a written agreement mutually agreed by the parties or engaged with prior written documents such as letter of intent, letter of offer, memorandum of understanding, inquiries, or non-disclosure agreement written or verbal (referred to as “You”, “Your” or “Yours”) with SyedewaGroup Sdn. Bhd. a Malaysian company addressed at Square, Damansara Damai, 47830 Petaling Jaya, Selangor Darul Ehsan, Malaysia 12-2 Jalan Pju 10/5b, Sutera that may engage with you by carrying a brand name of Syedewa or Syedewa Cosmetics (referred to as “Syedewa” “Us”, “We”, “Our” or Ours”).

We may from time to time update this Policy and Code and try our best to send a notice to you on changes made or we will made available the updated version on our sites with the date last updated. You will be responsible to review and update the latest version of our Policy and Code that is available on our sites or make a reasonable routine request from us. It is your responsibility to communicate with us to ask for any update and seek any clarification on the terms stated here. Your continued engagement with us and upon being notified or showed on plain term of an agreement or any form of binding contract about the existence and requirement to comply with this Policy and Code shall signify your agreement with the terms here. Please read carefully, understand and comply with the terms stated herein.

You remain guarantors towards Syedewa for work performed by your subcontractors and suppliers and guarantee in respect of your subcontractors and suppliers of this Policy and Code and relevant obligations. In the event of any violation of this Policy and Code by you or one of your suppliers or subcontractors, Syedewa reserves the right to review the business relationship and possibly terminate it in conformity with applicable law, even if there is no written contract formalizing this relationship, without prejudice to the other rights of Syedewa or remedies it might seek.

SUPPLIER POLICY

1. Exclusivity – We cannot guarantee that you will be our sole and exclusive supplier for us. From time to time, we may exercise our discretion in reviewing and surveying the supply market to look for best offer that is competitive to the supply quality and price. For the benefit of our customers, we do this process continuously to seek for the best offer available. For the exclusivity of our product, we strictly bar all of our supplier and manufacturer to use the exact same formula and ingredients of our products to other company, business, enterprise or brand names. You shall be responsible to notify us if there is any other third party that is trying to acquire, copy or produce the exact same formula and ingredients of our products for their own use, and you shall be responsible to protect such use to only be exclusively available to us. We may tolerate in accordance with anti- competition and anti-trust law, third party products that are produced in inspiration (with no exact or substantially same formula and ingredients) of our products, however, you shall notify us with existence of such products so that we can take necessary measure to protect our products distinction and exclusivity.

2. Reservation of Intellectual Property Rights- We reserve all of our Intellectual Property Rights including our trademark, copyright, patent, industrial and trade secret, formulae and other proprietary rights (referred as “IP Rights”) that are owned by us whether or not such IP Rights is registered or our ownership to it is duly informed to you. Our engagement with you for any purpose shall not amount to any transfer, license or grant of our IP Rights to you. We require you to notify us as soon as possible if there is any breach of our IP Rights. We also strictly require all our supplier and manufacturer not to breach any IP Rights belonging to any third-party. You must inform us if any of your service of product contain any of such rights. We will not be responsible of your use or breach of any third-party IP Rights.

3. Reservation of Rights to Develop Our Own Intellectual Property Rights – We may from time to time develop our own IP Rights. Our engagement with our supplier shall not bar us from conducting our own Research and Development for our own products.

4. Quality Standards- For safety of our customers, we require all of our supplier and manufacturer to comply with all applicable law, regulation, guideline, policy and practice recommendation related to your respective industry. You shall be responsible to furnish to us with all laws that are applicable or that you should comply with upon engaging with us so that we could have our review on your compliance. At all-time all of your practice shall at least comply with any requirements by the Malaysian Ministry of Health, GMP and CGMP standards, ISO requirements and HACCP system. If you have any certification related to your quality standard, you must furnish all of such certification to us as soon as it is issued and whenever we make reasonable request for you to furnish it. You are responsible to renew and ensure all obligation to be fulfilled to renew such certification are made continuously. If you cease to possess or fail to renew any of such certification, you shall immediately inform us on such event. We reserve our right to hold our obligation, suspense our payment or terminate our engagement with you if you failed to rectify such event. By furnishing to us any of such certificate, you represent, warrant and make guarantee that such certificate if genuine, up to date, correct, accurate, reliable and complete. We may randomly and without any notice to you whatsoever seek for verification from issuing authority on the authenticity and content of such certificate. You agreed to an ascertained and fixated liquidated damage of RM100,000 exclusive of other available remedy as a penalty if we find out by verifying with issuing authority that your certificate is not genuine, up to date, correct, accurate, reliable and complete. This penalty is imposed on reasonable basis and on good faith because any of such fault may cause us irreparable damage to our reputation and goodwill in the industry and furnishing such certificate in correct manner is the least expected decency, we require from all of our supplier and manufacturer.

5. Audit Requirements – We require audit for all aspect of our engagement with you at least on quarterly basis annually. We may request from you an audited statement of all certifications, quality assurance, quality control, laboratory report, batch sample testing, invoice and payment receipt, record of the purchase orders and your legal, regulatory, policy, guideline and quality standard compliance reports. By furnishing to us any of such audit document, you represent, warrant and make guarantee that such audit document is genuine, up to date, correct, accurate, reliable and complete. If we are not satisfied with your audit documents, we may appoint our own auditor at our own cost to review your audit documents. However, if your audit documents contain error, the cost of our appointed auditor shall be split mutually between you and us. You shall immediately upon realizing of such error in the audit document make amendment to correct it. If we found any content in the audit document that is against your obligation with us that is governed by any mutually agreed agreement or this Policy and Code, we reserve our right to terminate our engagement with you.

6. Physical Access to Your Sites – We understand that our supplier and manufacturer maintain a busy and productive working site that may contain confidential information of other parties. However, for the compliance of your agreement with us, this Policy and Code, upon any complaints escalated to us or upon any warning by our professional advisor, consultant or our customers about potential breach of you, we reserve our right to have physical access to your site to seek for verification and review your physical operation. We may notify you with 24 hours advance notice for such visit however in urgent case, you shall not restrict our access and allow us authorized entrance to your site that shall be granted immediately.

7. Price Revision and Review of Price after Change in Cost of Raw Material and other Cost of Production – We strive to provide our customer with best price and commercial value in buying our products. For that purpose, we require all prices offered to us to be reviewed at least no longer than bi-annual basis. All prices must upon expiry of such period be mutually agreed by both you and us. If you and we are unable to agree on reviewed price, we reserve our right to terminate our engagement with you. If there is any reduction on the cost of the raw material or any cost of production reduction, you must inform us of such reduction. You shall also make full disclosure and offer us reduction in price offered to us to utilize all reduction of cost of raw material to its maximum extent.

8. Product Recall – You must ensure that all of the product is in compliance with law and regulation. If upon our own quality control exercise or post market surveillance activity by the authority causing our product supplied or manufactured by you to be recalled from the market due to any safety or quality reason, you shall bear all the cost of such recall including administrative fee imposed by our retailer, agent or distributor, the cost of logistic, transport, storage and disposal of such products and any third-party claim or legal action brought by any third-party affected by the recall of such product.

9. Confidentiality – The actual terms and conditions of the agreement between you and we may contain more information that is stated in this Policy and Code. All Confidential Information which shall include but not limited to all information that by its nature shall be treated as a secret, price, cost, marketing and business plan and strategy, formula, IP Rights, ingredients, supplier, material and other information similar in nature or an information that if exposed to the public may unlawfully give bad effect to our business shall only be used for the purpose of our engagement with you. If you are aware of any potential or actual breach of such confidentiality, you shall immediately notify us of such breach and take necessary measure to repair the breach as if you are protecting your own Confidential Information but in no event less than reasonable diligence and care. The obligation of confidentiality shall survive termination of your agreement or engagement with us.

10. Our Right of Termination due to Your Breach- We reserve our right to terminate our engagement or agreement with you if we found that you have breach the terms of engagement or agreement or this Policy and Code.

11. Force Majeure. In no event shall Syedewa be responsible or liable for any failure or delay in the performance of its obligations hereunder or any agreement with you arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, natural disaster, flood, earthquake, fire, pandemic or spread of disease, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or acts of God, and interruptions, shortage of energy and electric supply, famine, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that Syedewa shall use reasonable efforts which are consistent with reasonable practices to resume performance as soon as practicable under the circumstances.

12. Potential or Actual Breach, Crisis Management and Recovery Action Plan – All of our supplier and manufacturer have responsibility to inform us with any potential or actual breach of their obligation on any engagement or agreement with us or this Policy and Code. Immediately upon becoming aware of such potential or actual breach, you shall furnish us with complete crisis management and recovery action plan to minimize any risk and adverse effect towards us. Provision of such plan shall not release and discharge you from any liability however it may be considered as a mitigating factor. We encourage you to submit all such plan for the benefit of both us and you. We reserve our absolute discretion to approve of on any of such plan provided by you. You must at exercise at least due care and diligence in being always vigilant of the threat of such potential or actual breach.

13. Indemnity and Exclusion Liability – We accept no exclusion of liability or indemnity in any of our engagement and agreement with you that is unlawful, unfair, unreasonable, one sided or made not in good faith. You must indemnify us against any damage suffered by internally or brought against by any third party that is caused by your fault, negligence or omission.

14. Dispute Resolution – We encourage all of our supplier and manufacturer to resolve dispute with us amicably. You shall negotiate with us in good faith and resort to settle dispute in peaceful negotiation. However, if negotiation and discussion between you and we failed, all parties shall submit absolutely to the competent and relevant court of Malaysia with Malaysian law to govern all content and extent of any disputes. All details of disputes shall be kept confidential unless the detail is required to be disclosed by authority or legal proceeding.

MANUFACTURER CODE OF CONDUCT 1. LABORS AND SOCIAL RESPONSIBILITIES

Syedewa requires you to exhibit exemplary social responsibility in their conduct.

1. LABORS AND SOCIAL RESPONSIBILITIES 

• Prohibition of child labour: Work by children under the age of 16 is strictly prohibited. In countries where local laws set a higher age for child labour or set an age for completion of compulsory education higher than 16, the highest age is applicable. Any work which is likely to jeopardize children’s physical, mental or moral health, safety or morals should not be done by anyone under the age of 18.

• Prohibition of forced labour: Any use of forced labour, slavery, servitude or trafficking in human beings by our suppliers, as well as withholding identity papers or work permits or requiring workers to deposit a bond or the use of any other constraint, is strictly prohibited. All workers are entitled to accept or leave their employment freely. You may not require workers to work to repay a debt owed to them or to a third party.

• Prohibition of illegal, clandestine and undeclared employment: You are required to comply with all applicable regulations to prevent illegal, clandestine and undeclared employment.

• Prohibition of harassment and abuse: We expect you to treat your workers with respect and dignity. You must not tolerate or engage in any form of corporal punishment, physical, sexual, verbal or psychological harassment or any other kind of abuse.

• Prohibition of discrimination: We expect you to treat all workers equally and fairly. You must not engage in any kind of discrimination – in particular with regards to wages, hiring, access to training, promotion, maternity protection and dismissal – based on sex, race or ethnic origin, religion, age, disability, sexual orientation, political affiliation, union membership, nationality, gender identity or social background.

• Wages and benefits: You must at minimum pay wages on a regular basis and no less than monthly, compensate workers for overtime hours at the legal rate and meet all legal requirements relating to worker benefits. If there is no legal minimum wage or rate for overtime pay in the country concerned, you must ensure that the wages are at least equal to the average minimum in the relevant industrial sector and that overtime pay is at least the same as the usual hourly compensation. Wage deductions shall not be used as a disciplinary measure. We require you to guarantee that all workers receive benefits stipulated in any applicable collective bargaining agreements, company agreements and other applicable negotiated individual or collective agreements.

• Working hours: You must comply with all local laws and regulations applicable with respect to working hours, which shall not in any case exceed the maximum set by internationally recognized standards such as the International Labour Organization. You may not impose excessive overtime hours. The total number of hours worked per week including overtime may not exceed legal limits. Workers are entitled to the minimum number of days off established by applicable laws and at minimum must have at least one day off in every seven-day period.

Freedom of association: We require you to respect and recognize the right of workers to negotiate collectively, and to create or join labour organizations of their choice without any sanction, discrimination or harassment.

• Ensuring health and safety: You are expected to provide your workers with a safe and healthy workplace environment in order to avoid accidents or bodily injuries which may be caused by, related to, or result from their work, including during the operation of equipment or during work-related travel. You are expected to set up procedures and trainings to detect, avoid and mitigate as much as possible any hazards that constitute a risk to the health, hygiene and safety of staff. They are required to comply with all applicable local and international regulations and laws in this regard. These same principles are applicable to housing provided by you.

2. ENVIRONMENTAL REGULATIONS ANDP ROTECTIONS

Syedewa takes concrete measures to protect the environment within the scope of a specific program which includes cooperation with you to ensure application of best practices throughout the supply chain.

Syedewa expects you to share this commitment. It encourages initiatives by you to reduce the environmental impact of their activities, notably through the use of green technologies and renewable energies.

Syedewa requires that you respect local and international environmental regulations and standards, that you obtain all requisite environmental permits and that you be able to prove effective implementation of the following:

•  improvements in the environmental performance of your sites and production resources, in particular through proper waste management, elimination of air, water and soil pollution, reduction of greenhouse gas emissions with an emphasis on use of renewable energies, reduction of water and energy consumption and safe management of hazardous chemicals;

• measures to preserve biodiversity and guarantee regulatory traceability and compliance for raw materials and substances used;

• best practices across their supply chain to respect animal welfare;

• contributions to continuous improvements in environmental performance throughout the lifecycle of the products of Syedewa;

•  ensure that staff whose work has direct environmental impact are trained, skilled and have the resources required to effectively perform their work.

3. BUSINESS INTEGRITY REQUIREMENTS

Syedewa requires exemplary integrity from you in the conduct of your business activities.

• Legal requirements: We expect you to act in full compliance with local, national and international laws in the conduct of your business.

• Prohibition of all forms of corruption: Syedewa applies a zero-tolerance policy concerning corruption and trading in influence. We expect you to respect all applicable laws concerning corruption and to take appropriate measures to prevent, detect and sanction any corruption or trading in influence, directly or indirectly, across the scope of your activities.

•  Prevention of conflicts of interest: We require you to comply with all applicable laws concerning conflicts of interest and to make every effort to prevent the occurrence of situations that create a conflict of interest within the scope of their business relationship with Syedewa.

•  Prohibition of money-laundering: this can occur where an action is taken to mask the true origin of money or assets that are connected to criminal activity. We require you to commit to taking all appropriate measures to prevent your operations from being used as vehicles for money-laundering.

• Respect of competition: You must be committed to compliance with competition law applicable in your host countries. This includes prohibiting abuse of dominant position, concerted practices or unlawful agreements between competitors.

• Confidentiality: You must be committed to taking all necessary measures to guarantee the confidentiality of professional secrets and other non- pubic Confidential Information you receive in the course of your business relationship with Syedewa. You must also actively participate in restriction of any corporate espionage effort made against us.

• Prevention of insider trading: We require you to comply with all applicable laws and legislation concerning insider trading and to refrain from selling or buying shares related to Syedewa Group Sdn. Bhd., or any linked derivative financial instruments, based on inside information, either directly or indirectly.

•  Protection of personal information: We require you to comply with all applicable laws and regulations concerning the protection of personal information.

• Customs and security authorities: We require you to comply with applicable customs laws, including those relating to imports, taxation and the ban on trans-shipment of merchandise to the importing country.

•  Trade restrictions and international sanctions: We require you to respect international trade restrictions and sanctions, taking into account any changes in these measures, as well as all laws and regulations concerning export controls.

- Gifts and invitations: Gifts or invitations may be considered acceptable expressions of courtesy within the context of good business relations if limited in scope and value, given openly and transparently, permitted under applicable local law, customary in the location in which they would be given, provided to reflect esteem or gratitude, and not offered with an expectation that something will be offered in return. In some cases, these practices might be subject to anti- corruption regulations or other legal requirements, making it essential to be aware of such rules and to fully comply with them.

- Protection of assets: You are required to take all necessary measures to protect the resources and assets of Syedewa, in particular its intellectual property rights, and are committed to fighting counterfeiting through a strategy of prevention, cooperation and communication. For example, all finished or semi-finished products bearing distinctive signs belonging to Syedewa and which have not been ordered or have been refused, must be destroyed by you as instructed by Syedewa.

- Public statements: We expect you to be extremely attentive to your public statements, particularly on the Internet and in social media, and to ensure that any statements are not attributed to Syedewa, and are consistent with the your commitment to both confidentiality and professional secrecy.

- Information transparency: You are required to provide clear and accurate information regarding the methods and resources used, production sites and characteristics of the products or services supplied, and to refrain from making any misleading claims.