China Resources Beverage (Holdings) Company Limited ("CR Beverage" or the "Company") firmly believes that integrity and self-discipline are the cornerstones for the Company’s stable development and the key to gaining wide recognition from the customers and the society. The Company is committed to conducting business according to the highest ethical standards, regulating employee conduct, and prohibiting any form of bribery and corruption.

1 Purpose

This Policy aims to uphold the ethical integrity and reputation of the Company, ensure the Company’s legal and compliant business operations, and facilitate a fair and competitive market environment and at the same time, this Policy will also further strengthen internal control mechanisms to prevent, detect and promptly punish corrupt behaviors, thereby creating a healthy and sustainable ecosystem for the development of the Company.

2 Scope of Application

This Policy applies to CR Beverage and its subordinate entities at all levels. All business partners, including cooperative partners, contractors and suppliers, are encouraged to comply with this Policy.

3 Applicable Laws and Regulations

The Company abides by relevant laws and regulations, including the Company Law of the PRC, the Criminal Law of the PRC, the Anti-Money Laundering Law of the PRC and the Anti-Unfair Competition Law of the PRC, etc, implements the CR Group Code of Business Conduct, and has formulated relevant regulations relating to anti-corruption and anti-bribery, such as the Management Measures for Preventing Conflicts of Interests, the Guidelines for Anti-Commercial Bribery and Compliance Management of Overseas Investment, the Commitment of Procurement Employees on Integrity and Self-Discipline and Compliant Related-Party Transactions, as well as the Sunshine Declaration. The Company is committed to conducting business under the legal framework of fair competition, anti-bribery and anti-corruption.

4 Anti-Corruption

4.1 The Company adopts a zero-tolerance policy towards any form of corruption. All directors and employees are required to comply with anti-corruption codes of conduct and anti-corruption laws and regulations governing business activities, and should not solicit, accept or offer bribes when conducting business of the Company.

·  It is strictly prohibited to solicit or accept any form of benefits from others as a reward or incentive for improperly influencing, favoring or facilitating the business or affairs of the Company;

·  It is prohibited to offer any form of benefits to any agents of other organizations or individuals in exchange for improper favoritism, convenience or influence in the business or affairs of such entities;

·  All directors and employees are prohibited from offering any form of benefits to public officials (including staff of government authorities and public institutions) in order to obtain improper benefits for the Company through their positions or to receive extra help or assistance in dealings with government and/or public institutions;

·  In dealings with government authorities and public institutions, it is prohibited to offer any form of benefits to any staff of such authorities or institutions in an attempt to influence the fairness and objectivity of business decisions.

4.2 Facilitation Payments: For the purpose of the Anti-Corruption Policy, facilitation payments refer to small unofficial payments made to government officials outside of regular channels and official fees for facilitating or expediting routine government processes. The Company prohibits any form of facilitation or concession payments in cash or non-cash forms, or such payments through a third party in connection with the business of the Company.

4.3 The Company adheres to a zero-tolerance policy against corruption, and strictly prohibits cooperation with individuals or companies known or suspected to corruption. The Company’s partners are required to maintain a fair, transparent and honest business environment and refuse any improper benefits. Upon discovery of any violation, the Company will terminate cooperation immediately and reserve the rights to pursue legal accountability.

5 Anti-Commercial Bribery

5.1 Anti-Bribery: For the purpose of the Anti-Corruption Policy, bribery includes offering, promising, giving, accepting or soliciting a bribe, which refers to economic or other inducements or rewards for committing illegal, unethical, unfaithful or improper behaviors. Bribery may take the form of money, gifts, loans, fees, entertainment, services, discounts, award of contract, or any other advantages or benefits.

5.2 All directors and employees abide by professional ethics and are strictly prohibited from directly or indirectly soliciting or accepting any form of benefits or advantages for themselves or others from any individual, company or organization that conducts business with the Company. If any gifts or money are accepted under special circumstances, they should be declared and handed over in a timely manner.

However, directors and employees may accept (but not solicit) benefits voluntarily offered by related parties under the following specific conditions:

·  Advertising or promotional gifts and souvenirs of symbolic value: Restricted to items of minimal economic value primarily intended for promotional or commemorative purposes, and it is not include any form of cash or vouchers redeemable for cash;

·  Gifts for festivals or special occasions: Gifts received for traditional holidays, celebrations or specific social customs should conform to social customs and morals, and their value should be reasonable and appropriate and not exceed general social etiquette, and it is not allowed to violate relevant policies and systems of CR Group and CR Beverage;

·  Customer discounts or other special offers: When participating in market transactions as ordinary consumers, directors and employees are entitled to fair and open discounts, concessions or other promotions offered by merchants, provided that such offers should be available to all consumers other than any additional privileges granted due to their special status. 

The above provisions are intended to clarify boundaries to ensure the integrity and self-discipline of directors and employees in their business activities, while not interfering with their normal social and business interactions. Any violation of this Policy is subject to strict punishment by the Company.

5.3 All directors and employees, whether in Hong Kong, mainland China or other regions, strictly abide by relevant regulations in the course of business operations and should not solicit, accept or offer any bribes from or to anyone.

6 Conflicts of Interests

6.1 "Conflicts of interests" refers to a situation where the personal interests of directors and employees conflict with or influence the best interests of the Company. Conflicts of interests may exist in personal or business relationships between employees and stakeholders as well as between employees themselves.

6.2 Directors and employees are strictly avoid any form of conflicts of interests (i.e. their personal interests should not conflict with the interests of the Company). If unavoidable conflicts of interests arise, the relevant directors or employees shall submit a declaration to the Company in a timely manner before any potential or actual conflicts occur, and take active measures to properly resolve them.

6.3 Upon receiving a conflict-of-interest statement, the Company promptly make an assessment and decide on appropriate countermeasures based on actual needs. This may include adjusting the scope of the responsibilities of the relevant directors or employees, or allowing them to continue performing their duties after thoroughly assessing risks and business needs. In the meantime, the Company informs relevant directors or employees of its decisions and issue clear guidance and instructions to ensure compliance with regulations of the Company and effectively avoid or mitigate conflicts of interest. All conflict-of-interest statements, management decisions and actions taken are documented in detail for subsequent review.

7 Compliance Requirements for Third Parties

7.1 Third parties covered by the Anti-Corruption Policy include partners, affiliates, contractors and suppliers. Business dealings between the Company and third parties should be genuine and legal, and the Company requires third parties to comply with the requirements of the Sunshine Declaration of CR Beverage, the CR Beverage Supplier Management Measures, the Detailed Rules for the Management of Production Material Suppliers of CR Beverage, the Procurement Safety Management, as well as this Policy.

7.2 CR Beverage carefully select third-party partners based on their strong compliance foundation and exemplary ethical conduct, ensuring that during the course of collaboration, they refrain from: colluding or conspiring with business partners to engage in any activity prohibited by the Company; inducing or instigating business partners to engage in any activity prohibited by the Company; or covering up or condoning any unethical or non-compliant behavior of third parties without timely and accurate reporting.

7.3 The Company requires that third parties, whether when representing CR Beverage or cooperating with CR Beverage, should not engage in any form of bribery or corruption, including bribing employees of CR Beverage in any way, such as offering gifts or entertainment inconsistent with business practices.

7.4 When communicating with government or regulatory authorities, the Company abides by applicable laws and regulations and strictly comply with ethical standards and requirements of such authorities.

8 Record Keeping and Monitoring

8.1 Financial transparency and compliance: All employees of the Company strictly abide by national financial regulations, internal control standards and industry best practices to ensure the transparency and compliance of all financial activities (including payments, gifts and entertainment, and third-party transactions). All relevant records, such as financial records, invoices and memos, should be complete and accurate and have sufficient commercial rationality to prove the legitimacy and legality of transactions. In addition, all records should be properly maintained according to the policies of the Company or the requirements of laws and regulations for traceability and review.

8.2 Strict management of gifts and entertainment and prohibition of illegal operations: Employees should truthfully declare any gifts and entertainment received or given, and record them in departmental registers for management review and supervision. When dealing with related parties or third parties, all gifts, entertainment, gratuities, travel and expense reimbursements should strictly comply with the policies of the Company, with a clear record of the rationale and purpose of each expenditure to prevent improper benefit transfer and corruption. Meantime, it is strictly prohibited to set up "slush funds" or make false records to cover up improper payments or use personal funds for illegal activities, to ensure compliance and transparency in the use of funds.

9 Reporting and Handling of Violations

9.1 Basic Principles of Reporting

9.1.1 Protection for Whistleblower: The Company respects and protects all whistleblowers, and ensures full protection and strict confidentiality of their personal information and submitted reports. The Company undertake to comply with the requirements of relevant laws, regulations and policies, and take strict confidentiality measures for the reported information.

9.1.2 Handling of Reporting and Accountability Mechanism: When the information of a whistleblower is leaked or a whistleblower suffers any retaliation, the Company will promptly intervene to verify the facts and conduct an internal investigation, and then take necessary disciplinary or legal measures against the responsible person. Based on the analysis and investigation of reporting materials, once confirmed, the Company will initiate corresponding accountability mechanisms.

9.2 Reporting Channels and Methods

If you discover that anyone is suspected of violating or has violated this Policy, you can report anonymously or with real name through the following channels:

·  Reporting Hotline: 0755-86620524

·  Reporting Email: ts.yb@crbeverage.com

·  Reporting Mailbox: Discipline Inspection Department of CR Beverage, No. 22 Langshan Road, Nanshan Science and Technology Park, Shenzhen.

10 Anti-Corruption Training

In order to strengthen the integrity mindset of all employees, the relevant departments of the Company regularly provide anti-corruption and anti-bribery trainings for all employees and the supply chain through various channels, including warning education, integrity publicity, regular publicity training, new employee training, rectification evaluation, and case notification and warning, to enhance the anti-corruption awareness of the employees and suppliers.

11 Revision and Review

The Company will regularly review this Policy and make appropriate revisions when necessary.