Ethics Code and Compliance Policy

PRIME MARINUS TRADING PTE. LTD.

CODE OF ETHICS AND BUSINESS CONDUCT AND COMPLIANCE POLICY

(w.e.f. 1 January 2025)

Introduction

Prime Marinus Trading Pte Ltd (“Company”) has adopted this Code of Ethics and Business Conduct and Compliance Policy (“Code”) to set out the Company’s standards and practices relating to the business conduct and ethics of its employees (including all directors and officers).

The Company values all stakeholders, including our employees, customers, suppliers, partners, shareholders, regulators, and the general public, and is committed to engage with them in a transparent, fair, and constructive manner.

The Company will encourage all joint venture partners, suppliers, agents, advisors, consultants or other related entities to conduct themselves in a manner consistent with the spirit of the Code when working with the Company.

The Code is in addition to, and not in replacement of, other policies the Company may have.

While this Code serves as a guide and attempts to capture the issues arising from business practices and procedures faced by employees in the course of the Company’s business, it may not be fully comprehensive in to cover all issues faced in the course of discharging their responsibilities. In such cases, the employees are to exercise personal responsibility to apply common sense and good judgment to observe the highest standards of personal ethics when dealing on behalf of the Company. In case of any remaining doubts, the employee should not hesitate to speak up and seek clarifications from their immediate supervisor or manager.

The Company requires all its employees to observe the highest standard of business and personal ethics in discharging their duties, and they must behave honestly and with integrity when dealing with co-workers, customers, suppliers, partners, shareholders, governmental and regulatory authorities, and the general public.

Employees are required to comply with all relevant legal requirements, avoid questionable relationships with any persons or entities that the Company may transact with, avoid disclosure of confidential information obtained in the course of discharging their duties, and the avoid situations that may place themselves in a conflict of interest situation that may lead to the determent of themselves and/or the Company.

Administration of the Code

The Company’s Chief Compliance Officer will be responsible for monitoring compliance with the Code, and to provide guidance to employees faced with any business conduct or ethical dilemma.

The Chief Compliance Officer is also the appropriate person for the reporting of any violation of the Code.

Compliance with the applicable laws and regulations

The Code is undergirded by compliance with the applicable laws and regulations governing the conduct of the Company’s business. All employees are to have a general understanding of the applicable local and international laws and regulations where the Company conducts business, and where differences exist between laws or regulations, the employee must apply the higher standard.

The employee must take active steps to avoid any activities which may involve the employee or the Company in any unlawful practice.

If there are any remaining legal uncertainties after applying this Code, the employee should seek guidance from their immediate supervisor or manager, and/or the Chief Compliance Officer, whom will decide whether to obtain independent legal advice.

Conflict of interest

All employees are to conduct the business of the Company on an arm’s length basis. When any personal, social, financial or political activities affect, influence, or appear to affect or influence the ability to make an objective business decision for the Company, a conflict of interest can occur, and the employee must disclose the same to the Chief Compliance Officer immediately upon the employee’s awareness of the same.

All employees must avoid any conflict of interest activities, unless disclosed to the Chief Compliance Officer and it is determined by the Chief Compliance Officer that the activity is not improper or detrimental to the Company.

While it is not possible to identify or describe every potential conflict of interest situation, some common examples are as follows:

Ownership or interest in another entity which the Company may do business with or compete with, including potential future employment.
Acting in the interests of any other entity in a transaction involving the Company.
Accepting financial payments, services, gifts, gratuities to advance the interests of another entity with the Company, or offering the same to influence a business decision.
Using information obtained from the course of the Company’s business to the employee’s own benefit, and/or to the Company’s detriment.
Appropriating or redirecting a business opportunity which the Company may be interested in, to another entity/person for the benefit of the employee.

Accuracy of Records and Public Disclosures

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions and to meet its financial reporting obligations to the governmental authorities.

All financial books, records and accounts must clearly and accurately reflect transactions and events.
No false or artificial entries are made in the Company’s books and records (e.g., only the true value of a transaction should be recorded).
No funds or assets of the Company should be undisclosed or unrecorded save for when permitted under applicable laws or regulations.
No payment on behalf of the Company should be made or approved without sufficient supporting documentation specifying the exact goods or services procured.
No amendment of invoiced sums at customer’s request, unless the increase or reduction is approved by the Company.
No payment should be made in cash or cash cheques, unless it pertains to petty cash.
All Company funds, assets and liabilities are to be recorded in accordance with appropriate accounting procedures and in accordance with the applicable laws and regulations.

Confidential Information

Examples of confidential information include, but are not limited to:

Trade secrets
Drawings, specifications, and calculations
Business plans, strategies, designs, and programs
Training manuals
Financial, cost, and pricing information
Sales and marketing data
Technology, operations, research, and technical data and documentation
Techniques, processes, and methodologies
Employee files, compensation data, and other employee personal information
Customer requirements and contractual terms and conditions
Supplier data such as Approved Vendor Lists

All employees must maintain the confidentiality of confidential information entrusted to them by the company or its customers or collaborators, or when they come across the same through their course of work. This obligation to preserve confidentiality persists even after employment with the Company ends.

All employees must also pay special attention to the Company’s intellectual property, e.g., know-how, trade secrets, technology, software, trademarks, copyright, and bear in mind that any intellectual property created in the course of work for the Company belongs to the Company.

The Company also undertake to respect the intellectual property belonging to others, and employees must not use confidential information belonging to others e.g., competitors, former employers without express written authorization.

Waiver of this Code

Waiver of this Code can only be granted by the Chief Compliance Officer, in pursuance of a legal purpose or requirement, or as requested by any governmental or regulatory authority.

Violation of this Code

Compliance with this Code is a condition of employment for all employees of the Company. Failure to comply with this Code may be grounds for dismissal, and any unlawful activities will be reported to the relevant authorities.

Any violation of this Code should be reported to the Chief Compliance Officer upon awareness of the same, and the Chief Compliance Officer will conduct an investigation. In case of any unlawful activities, the Chief Compliance Officer shall make a report to the relevant authorities, without any conditions imposed.

No employee should willfully assist or abet any violation of this Code or attempt to influence or dissuade the reporting of any violation.

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