DOCUMENT CONTROL & CORPORATE ADOPTION

Document Title: Corporate Code of Conduct & Global Compliance Protocol

Reference Number: HYD-CMP.00.2825

Authorized By: HydITEx Corporation Board of Directors

Effective Date: May 2025

Status: [ACTIVE / BINDING]

Article 1. Purpose and Sovereign Respect

1.1. Purpose

The purpose of this Code is to establish guidance for HYDITEX CORPORATION Employees and Third Parties interacting with HydITEx Corporation to comply with applicable Anti-corruption and Anti-bribery Laws and Regulations, as well as to promote a culture of ethics and integrity.

1.2. Sovereign Respect & Local Jurisprudence

HydITEx Corporation recognizes, honors, and strictly adheres to the sovereign laws, regulatory frameworks, and cultural mandates of every nation in which it operates. When engaging with government ministries, state-owned enterprises, or sovereign wealth funds, all HydITEx personnel and representatives must exhibit absolute deference to local jurisprudence. Any action that contradicts the sovereign legal framework of a host nation is explicitly prohibited.  

Article 2. Scope

The Code applies to all employees of the HYDITEX CORPORATION, and all Third Parties engaged in activities with HYDITEX CORPORATION globally.

Article 3. Definitions

Corruption: is any behavior whereby a person (whether a government official or a private individual) proposes, requests or accepts, directly or through an intermediary, any donation, offer or promise, gift or benefit in return for performing, delaying or failing to perform an act which directly or indirectly falls within his/her duties in order to obtain or maintain a commercial or financial advantage or to influence a decision.  

Active corruption: occurs when the act of corruption is initiated by the person on the giving end.  

Passive corruption: occurs when the act of corruption is initiated by the person on the receiving end, i.e., the person who performs or does not perform an act in exchange for some reward.

(Corruption may take many forms under the guise of common business or social practices; it may involve invitations, gifts, sponsorships, donations, etc.)  

Bribery: is the offering, promising or giving of something in order to influence a government official in the execution of his/her official duties. Bribes can take the form of money, or other pecuniary advantage. It is not necessarily a simple two-sided transaction; intermediaries may be involved, or the bribe may be transferred to a third party for that person’s benefit.  

Influence-peddling: refers to a person monetizing his/her position of influence, whether real or supposed, in order to influence a decision which is to be made by a third party. It involves three participants: the beneficiary, the intermediary, and the target person who has decision-making power.  

Conflict of interest: arises from any situation in which an employee’s personal interests conflict with their duties and responsibilities.

Anti-corruption and Anti-bribery Laws and Regulations: Any applicable law addressing corruption/bribery, including the German Criminal Code, the Norwegian Penal Code, the French Sapin II Law, the U.S. Foreign Corrupt Practices Act (FCPA), the Canadian Criminal Code, the OECD Anti-Bribery Convention, and the UN Convention against Corruption.

Anything of value: may include, but is not limited to: Cash, Gifts, Entertainment, accommodations and meals, Travel expenses, Services, Employment offers, Loans, Donations or contributions, and Any other transfer of value, even if nominal in value.

Facilitating Payments: Payments to any government organization or official made in order to expedite or secure performance of non-discretionary, routine governmental actions (e.g., processing a visa or customs invoice).

Government or Government Organization: any department, administration, or agency controlled in whole or in part by the government, public international organizations, or government-controlled enterprises.

Government Official: Individuals including: any officer/employee of a Government or Government Organization; persons acting in an official capacity; officers/employees of state-owned companies; officers of public international organizations (e.g., UN, World Bank); political party officials; and candidates for political office.

Joint-Venture / Special Purpose Vehicle / Partnership: an entity in which HYDITEX CORPORATION has direct/indirect ownership of 50% or less of the equity, considered as Third Parties.

HYDITEX CORPORATION: Law Partners House, Lini Highway, Port Vila, Vanuatu, and any entity directly or indirectly controlled by the HYDITEX CORPORATION parent company.

HYDITEX CORPORATION employee: Any employee of the company, whether full-time, part-time, temporary, or trainee.

Third Parties: individuals, companies, associations, partnerships, or other entities retained to act on behalf of or for the benefit of HYDITEX CORPORATION (including agents, consultants, lobbyists, and suppliers).

Article 4. Requirements & Prohibited Interactions

4.1. Bribes and kickbacks

No one representing HYDITEX CORPORATION may demand or accept any kind of bribery, kickback or any other unlawful or unethical benefits.

4.2. Gifts and entertainment

As a supplier, do not offer any gifts to HYDITEX CORPORATION employees or any third party on behalf of HYDITEX CORPORATION that could be a violation of this Code of Ethics. Always be careful with business relations so that you do not get into situations with conflicts of interest. Certain gifts or benefits are never allowed to be either offered or accepted: money, loans, gift vouchers, kickbacks, work for private purpose, vacation, unethical benefits, or similar benefits addressed to individuals.

4.3. Government officials

Stricter rules apply when we interact with government entities and their employees or representatives. Normally, nothing of value should be promised, offered, or provided, either directly or indirectly, to a government official.  

4.4. Facilitation payments

Unofficial payments demanded by government officials intended to speed up or secure the performance of routine governmental actions (e.g., issuance of permits) are not allowed by HYDITEX CORPORATION.  

4.5. Fraud and embezzlement

HYDITEX CORPORATION does not accept any type of fraudulent behavior or embezzlement. This means that no type of unfair or unlawful personal enrichment to the detriment of HYDITEX CORPORATION is accepted. Such actions would normally be regarded as criminal.  

4.6. Money laundering

HYDITEX CORPORATION supports international efforts to combat money laundering and the funding of criminal and terrorist activities. It is therefore vital that employees are familiar with and comply with all applicable laws related to such matters.  

Article 5. Permitted Interactions & Third-Party Protocols

5.1. Monitoring of third party (suppliers, sub-suppliers, and service providers)

HYDITEX CORPORATION requires all our suppliers and Business Partners to meet high social, ethical, human rights, and environmental standards as a fundamental part of our responsible business approach. This Code of Ethics is a requirement for all our Business Partners, including Suppliers and Service Providers, and shall therefore be valid for all HYDITEX CORPORATION suppliers, sub-suppliers, and Business Partners through contractual terms and conditions. 

5.2. Anti-corruption and anti-bribery due diligence on third parties

HYDITEX CORPORATION conducts “risk-based” Anti-corruption and Anti-bribery due diligence on third parties to avoid or mitigate the risk of third-party corrupt conduct. Furthermore, appropriate due diligence must be conducted in advance of making any investment in a non-HYDITEX CORPORATION business entity or entering into a Joint-Venture/Special Purpose Vehicle/Partnership agreement. 

5.3. Reporting compliance

Employees, suppliers, customers, and other partners involved with HYDITEX CORPORATION are expected to report suspected violations of Laws and Regulations or the Code. This can be related to human rights, labor standards, occupational health and safety, environmental incidents, conflict of interests, or Anti-corruption situations. HYDITEX CORPORATION will handle concerns in accordance with applicable legislation and prohibits any discrimination and retaliation against individuals who report suspected violations in good faith. You can always report issues through the HYDITEX CORPORATION whistle-blower process by contacting: mail@hyditex.com.

Article 6. Responsibilities & Controls

6.1. General responsibilities

Promoting a culture of high integrity throughout the organization and clearly communicating HYDITEX CORPORATION expectations contributes to reducing the risk of corruption and bribery. Managers are responsible for contributing to the understanding by all members of their teams of what corruption and bribery are, and how to prevent them. Each Employee is responsible for complying with this Code and has the duty to prevent breaches by reporting any questionable situation.

6.2. Financial and accounting controls

In accordance with all relevant rules, regulations, and internal procedures, HYDITEX CORPORATION requires that all books, records, and accounts are kept in reasonable detail to reflect all transactions and dispositions of assets accurately and fairly. Adequate internal controls are maintained to provide reasonable assurance that management is aware of, and directing, all transactions ethically and in compliance with HYDITEX CORPORATION Policies.  

6.3. Consequences of non-compliance

Violations of Anti-corruption and Anti-bribery Laws and Regulations may result in civil and criminal penalties for HYDITEX CORPORATION and its employees, in addition to internal disciplinary actions.