1. INTRODUCTION

Kohai Esports is committed to conducting its business with integrity, professionalism, and strict adherence to ethical standards . Integrity is demonstrated through honesty, transparency, and ethical decision-making in all interactions, while professionalism is reflected in the conduct, competence, and accountability of all employees, directors, and business partners associated with Kohai Esports. We enforce a zero-tolerance approach toward bribery and corruption in all its forms and comply with all applicable anti-bribery and corruption laws, including the Malaysian Anti-Corruption Commission Act 2009 (MACC Act 2009). No individual associated with Kohai Esports may offer, give, receive, or solicit any form of kickbacks, favors, gratuities, gifts, hospitality, donations, facilitation payments, preferential terms, or anything of value that could influence, or appear to influence, business dealings.

2. OBJECTIVES OF THE ANTI-BRIBERY AND CORRUPTION POLICY

The objectives of this policy are to:

1. Affirm Kohai Esports’ Commitment to Ethical Business: Reinforce our commitment to conducting business ethically and with the highest standards of integrity.
2. Commitment from Board of Directors and Senior Management: Ensure that the Board of Directors and senior management at Kohai Esports are actively engaged in and committed to implementing, maintaining, and improving the Anti-Bribery Management System (ABMS). The Board of Directors is responsible for setting the overall tone on anti-bribery and ensuring accountability at the highest level, while senior management is responsible for overseeing daily implementation, promoting ethical practices, and providing adequate resources for training, monitoring, and continuous improvement of the system.
3. Compliance with Laws and Regulations: Ensure that all individuals associated with Kohai Esports comply with the Malaysian Anti-Corruption Commission Act 2009 (MACC Act 2009) and any other applicable anti-bribery and corruption laws at all times.
4. Guidance and Awareness: Provide clear guidance on:
   1. Effective procedures to prevent bribery and corruption.
   2. How to identify, report, and address bribery and corruption issues.

3. SCOPE OF THE POLICY

This policy applies to all directors, officers, employees, interns, contractors, consultants, and any third-party service providers acting on behalf of Kohai Esports. This includes those working at all levels and grades, whether permanent, fixed-term, or temporary. The policy is applicable to all business dealings and transactions in all countries where Kohai Esports operates. The principles of this policy must be adhered to during interactions with government officials, business partners, suppliers, service providers, and customers.

4. PROHIBITED CONDUCT

The following activities are strictly prohibited for any person or entity acting on behalf of Kohai Esports. Below are practical examples of each prohibited activity to improve understanding and enforcement:

1. Bribery: Offering, promising, giving, or receiving any undue financial or other advantage with the intent to influence a business decision or to gain an improper advantage.
2. Kickbacks: Payments made in return for business favor, whether directly or indirectly.
3. Facilitation Payments: Payments made to secure or expedite routine government actions.
4. Gifts and Hospitality: Accepting or providing gifts, entertainment, or hospitality that could be perceived as an attempt to improperly influence a business decision.
5. Political Contributions: Using company funds to make political contributions without prior written approval from senior management.
6. Charitable Donations and Sponsorships: Making donations or sponsorships that are disguised as a means to influence business decisions.

5. IDENTIFICATION AND PREVENTION MEASURES

Kohai Esports has established procedures to prevent and detect bribery and corruption. These measures include:

1. Risk Assessment: Periodically assess bribery and corruption risks in business operations and implement necessary control measures.
2. Due Diligence: Conduct due diligence before engaging with third-party contractors, suppliers, and other business partners.
3. Training and Awareness: Provide training programs for all employees to promote awareness of anti-bribery and anti-corruption laws.
4. Monitoring and Auditing: Conduct audits to ensure compliance with this policy and the effectiveness of internal controls.

6. RESPONSIBILITIES OF EMPLOYEES AND BUSINESS PARTNERS

All employees, directors, and business partners are required to:

1. Comply with this Policy: Fully understand and adhere to the principles and guidelines outlined in this policy.
2. Report Suspicious Activities: Immediately report any suspicious activity related to bribery or corruption to the Compliance Officer or designated reporting channels.
3. Reject Bribes: Refuse any offer or request for bribes and report the incident immediately.

7. REPORTING VIOLATIONS AND WHISTLEBLOWING

Kohai Esports encourages employees and business partners to speak up if they encounter bribery, corruption, or suspicious activity. Reports can be made confidentially, and Kohai Esports guarantees that all whistleblowers will be protected from retaliation. Whistleblowers who report violations in good faith will not face adverse consequences, and their anonymity will be respected where legally permissible. Reports can be made anonymously or confidentially through the following channels:

1. In-App Reporting Tool (if applicable)
2. Email: info@kohai.gg
3. Anonymous Reporting Line: [Insert Toll-Free Number]

8. CONSEQUENCES OF VIOLATIONS

Kohai Esports treats all violations of this policy with the utmost seriousness. The following actions may be taken against employees, contractors, or business partners who breach the policy:

1. Internal Disciplinary Action: This may include warnings, suspension, or termination of employment or contracts.
2. Termination of Business Relationships: This may include ending partnerships with suppliers, contractors, or service providers.
3. Reporting to Authorities: Kohai Esports will report all serious violations to the Malaysian Anti-Corruption Commission (MACC) and relevant local authorities, as required by law.

9. CONTINUOUS IMPROVEMENT AND MONITORING

Kohai Esports is committed to continuous improvement of its Anti-Bribery Management System (ABMS). The policy will be reviewed and updated on an annual basis or as necessary to ensure compliance with evolving legal and regulatory changes. The Company will:

1. Regularly review this policy to ensure it remains up-to-date with relevant laws, regulations, and industry best practices.
2. Conduct regular audits, risk assessments, and internal control reviews.
3. Take prompt corrective actions if any weaknesses in the system are identified.

10. QUESTIONS AND SUPPORT

If you have any questions or require support regarding this policy, please contact Kohai Esports Compliance Team at:
Email: info@kohai.gg
Address: IWG Esports Sdn Bhd, Suite M-04, Mezzanine Floor, Menara Tan & Tan, No. 207, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia.

Effective Date: 18 December 2024