Reporting Policy

2023-03-24 11:32:03

Purpose and applicability of this policy

Xiangxing International Holding Limited (the "Company" or "us") is committed to establishing a sound, independent, effective and confidential reporting system to prevent and detect fraud, violations, malfeasance, misconduct, or violations of applicable laws and regulations or policies and guidelines of the Group, which are related to the Company, its subsidiaries (hereinafter collectively referred to as the "Group"), its directors, management and employees.

This reporting policy (the "Policy") applies to all directors, management, and employees of the Company and its subsidiaries.

Powers of this policy

The Board of Directors of the Company (the 「Board」) has the ultimate power and responsibility to formulate, implement, and revise this policy from time to time. This policy has been discussed at the Group's business management meeting and approved for implementation by the Managing Director.

Concerns

Concerns include various fraudulent, violating, deceitful or improper practices related to the Group, its joint ventures/associates, and its directors or employees that violate applicable laws, regulations, contractual obligations, or the Group's policies and guidelines. Serious Concerns refers to an act or intention that has caused, may have caused, or will likely cause serious criminal or civil liability, serious breach of contract or compensation, serious violation of internal policies or failure of internal control, or serious damage to the reputation, financial performance, operational efficiency, and compliance ability of the Group. Examples of the Concerns include, but are not limited to, the following actions or intentions:

Type of fraud	Type of reporting or disclosure	Type of management imbalance
Bribery or attempted bribery Accepting or intending to accept a bribe Unauthorized or ultra-vires transactions Manipulation or intent to manipulate or falsify transactions Produce, intend to use, or intentionally use forged, tampered, or materially incomplete documents in a transaction	Serious accounting fraud, financial report or announcement error or statement Undisclosed or unauthorized conflicts of interest, including related party’s transactions and competing businesses Intentionally concealing important information from the Board of Directors, Audit Committee, or relevant management directors Prepare, intentionally use or intentionally use forged, tampered, or materially incomplete documents in financial reports or announcements	Any management or operational action or omission that may result in a violation of internal policies or regulations Any form of management collusion that may lead to violation of internal policies or regulations Any form of discrimination or harassment (including age, gender, nationality, race, etc.)

Bona fide informants

Informants refer to those who report matters of Concerns to our Company in good faith, regardless of whether their report is ultimately true. A bona fide informant is based on a reasonable belief that the report is true and fair, not out of malice or ulterior motives, not to seek unfair or unequal benefits, nor to deprive others of their fair interests.

We encourage bona fide informants to report matters of Concerns to us in good faith. A bona fide informant can be our employees, business partners, stakeholders, or any third party.

We reserve the right not to deal with or respond to un-bona fide informant.

Protection of bona fide informants

The Group will do its utmost to ensure that bona fide informants and victims involved in matters of Concerns (collectively referred to as "protected persons") receive fair and lawful treatment and protection from unfair treatment, fear of retaliation, and attacks. We will ensure that:

lWe will maintain a high degree of confidentiality regarding the identity of the protected person and/or any documents that may disclose or imply the identity of the protected person.

lWe will make every effort to ensure that the protected person is treated legally and fairly regarding the circumstances and conditions under which the identity and related documents are subject to the disclosure requirements of applicable laws and regulations.

lWe will not bring the protected person into legal proceedings because the relevant "matters of Concerns" are submitted to us, or even if the "matters of Concerns" are false in the end.

lWe will ensure that the protected person, as our employee, will not be fired, threatened with dismissal, disciplined, or subjected to any form of discrimination due to raising relevant "matters of Concerns" to us or even if the "matters of Concerns" are not ultimately verified.

lWe will ensure that protected persons who are our business partners and stakeholders will not be terminated, threatened to terminate their business, or subjected to unfair or unfavorable treatment because they have raised relevant matters of Concerns with us or even if the matters of Concerns have not been confirmed in the end.

Reporting principles and recommendations

We encourage informants to report matters of Concerns to us. The following are the main report principles and suggestions that informants can refer to when reporting to us:

lThe informant does not have to bear the responsibility of providing absolute evidence or complete information. However, if the informant provides enough specific details, it will be helpful for our investigation and follow-up actions.

lWe accept anonymous reports. However, leaving contact information will facilitate our investigation and follow-up actions.

Reporting channels

Any employee, business partner, stakeholder, or third party who intends to make a report should mail the information of related person, content, timing (specific but not necessarily accurate), reasonable suspicion that led to the report, as well as sufficient and specific information (if applicable and appropriate), to the registered office address of the Company (Room 302, Sino Plaza, 255 Gloucester Road, Causeway Bay, Hong Kong) or the designated informant email address: whistle@.xxlt.com.cn 。

Responsibilities of the Board of Directors and Audit Committee

The Board of Directors of the Company undertakes to:

lAfter receiving relevant reports, any director, management or employee of the Group cannot delete or conceal the reported matter or its any key facts and information.

lAssign appropriate and independent management to handle and evaluate the reported matter.

lAssign appropriate and independent management to promptly report matters of Concerns that are highly likely and/or have significant impact to the Audit Committee of the Company.

The Board of Directors of the Company has the ultimate responsibility for implementing this policy and has appointed the Company's Audit Committee to be responsible for independent evaluation and monitoring functions. The main responsibilities are summarized below.

lIndependently accept the reports;

lMaintain high confidentiality of reporting records;

lEvaluate the reported matters objectively;

lIf an independent investigation is required, appoint an independent and competent investigation team to make recommendations to the Board of Directors on; and

lSupervise the investigation team and review its working methods, progress, and results;

The Board of Directors shall:

lConclude on the findings of the reported matters of Concerns;

lTake reasonable steps to respond and take action on relevant matters of Concerns, including legal actions and internal disciplinary actions; and

lTake reasonable measures to prevent similar situations in the future, including but not limited to revising internal policies and internal controls.