Code of Conduct for Suppliers

A. The Ninja Van Group (“Ninja Van”) is the leading logistics and courier service provider in Southeast Asia, and is trusted by shippers around the region. We aim to comply with all applicable laws, regulations, and industry practices and standards when carrying out our business. We expect our Suppliers to support us in this. All Ninja Van Suppliers should therefore comply with the principles and standards in this Code of Conduct, and should not do anything contrary to its intent and spirit.

B. A copy of this Code of Conduct can be found on our website (https://www.ninjavan.co) and may be supplemented or amended by us from time to time. Any interpretation of or determination required under this Code shall be resolved and reasonably decided by Ninja Van, and is binding on our Suppliers.

Scope

C. The principles and standards in this Code of Conduct apply to Ninja Van’s suppliers and business partners (collectively, “Suppliers”), as well as their employees and subcontractors who are performing services for Ninja Van on behalf of these Suppliers. Ninja Van’s Suppliers are parties we engage with to supply Ninja Van with goods, services and other products. Ninja Van’s business partners include but are not limited to business partners with an intermediary or representative function, consultants, agents, and transport partners.

D. If our Suppliers engage third parties (for example, subcontractors) when providing services to Ninja Van, they shall ensure that such third parties also observe the principles and standards in this Code of Conduct.

Principles

1. COMPLIANCE WITH LAWS

1.1. Ninja Van’s Suppliers shall comply with all applicable laws and regulations, including but not limited to laws and regulations relating to customs, labour, mandatory insurance, social payments, provident fund contributions, corporate taxes, the supply of goods and/or services, and health and safety.

2. NO CHILD OR FORCED LABOUR

2.1. Ninja Van is against slavery, including all forms of modern slavery such as forced labour, bonded labour, serfdom, trafficking in persons, and the exploitation of children for labour. All work must be performed on a voluntary basis, and employees must be free to leave their jobs. Overtime work must be voluntary and subject to reasonable and legally-compliant compensation.

2.2. Ninja Van’s Suppliers shall comply with all applicable laws and regulations at all times when employing young workers and shall ensure that all young workers are adequately protected.

2.3. Ninja Van’s Suppliers are also expected to prohibit all forms of slavery, as defined above, in their operations or supply chains worldwide.

3. FAIR WORKING CONDITIONS

3.1. Ninja Van is against all forms of discrimination, differential treatment, harassment, and inappropriate or unreasonable interference with work performance, whether this behaviour is based on race or ethnicity, gender (including gender identity or expression), nationality, disability, background, religious, political, or sexual orientation.

3.2. Ninja Van’s Suppliers shall support the standards and rights stated in this section and provide a workplace without disrespect, harassment, abuse, unlawful practices or discrimination.

3.3. Ninja Van’s Suppliers shall comply with the applicable local labour laws relating to minimum wage, fair working hours, the freedom of association, and right to collective bargaining.

4. GOOD GOVERNANCE

When Ninja Van’s Suppliers engage in negotiations or business dealings with Ninja Van, they confirm that they and their employees have not and will not violate any principles of good governance required by this section, and will ensure that their relevant subcontractors observe the same standards and principles in this Code of Conduct.

Anti-Bribery and Corruption.

4.1. Ninja Van has zero tolerance towards any corruption or bribery by its employees, agents, contractors, Suppliers or their subcontractors.

4.2. Ninja Van’s Suppliers shall conduct business in an ethical and lawful manner that complies with all laws and regulations concerning anti-bribery and corruption. Suppliers shall prohibit their employees, agents, contractors, and suppliers from engaging in corrupt behaviour. Corrupt behaviour includes:

(a) Directly or indirectly offering any incentives, privileges, benefits, or other advantages such as cash, compensation, or gifts (“advantages”) to suppliers, government officials, or customers (including but not limited to Ninja Van and/or Ninja Van’s employees or their relatives);

(b) Seeking any advantages from suppliers, government officials, or customers (including but not limited to Ninja Van); and

(c) Accepting any advantages from suppliers, government officials, or customers (including but not limited to Ninja Van).

Suppliers shall prohibit their employees, agents, contractors, and Suppliers from offering, soliciting, or accepting any incentives, privileges, benefits, or other advantages, whether to or from Suppliers, government officials or customers (including but not limited to Ninja Van).

4.3. If Ninja Van’s Suppliers conduct business in countries that do not expressly criminalise private sector bribery (e.g. offering or payment of inducement or benefit by a business to another business or individual), they must conduct such business as if private sector bribery is prohibited.

4.4. In any event, Suppliers shall not offer or provide, directly or indirectly, any monetary gift or benefit, or products to Ninja Van and its employees. Suppliers shall immediately notify Ninja Van if any of its employees request or accept, directly or indirectly, any monetary gift or benefit, or products.

Competition.

4.5. Ninja Van observes at all times the principles of fair competition and abides by the applicable competition laws of the countries which we operate in. As a general rule, such laws forbid agreements or actions that could limit or distort competition or trade.

Ninja Van’s Suppliers shall abide strictly by all applicable competition laws and refrain from behaving in a way that would appear to be or would be considered anti-competitive conduct (such as rigging prices and sharing information about prices with their competitors).

Money Laundering, Financing Terrorism, and Other Criminal Activities.

4.6. Ninja Van has zero tolerance towards any criminal acts by its employees, agents, contractors, and/or its Suppliers and their subcontractors in the course of doing business.

4.7. Ninja Van’s Suppliers must not engage in money laundering or any activity that facilitates money laundering, funding of terrorism, or other criminal activities. Suppliers shall maintain financial records and reports according to the applicable laws and regulations.

Trade Regulations and Sanctions.

4.8. Ninja Van complies with all applicable export and import control, sanctions, and customs laws and regulations.

4.9. Ninja Van’s Suppliers shall comply strictly with such laws and regulations, and shall ensure that their directors, officers, employees, beneficial owner(s), agents, contractors, and partners are not listed on any applicable sanctions lists. Supplier shall immediately notify Ninja Van with full information if any of its directors, officers, employees, beneficial owner(s), agents, contractors, and partners is listed on any applicable sanctions lists.

4.10. If Ninja Van requires information and documents from its Suppliers for any screening or due diligence in relation to trade regulations and sanctions, Suppliers shall cooperate and promptly provide the same.

Conflicts of Interest.

4.11. A conflict of interest is any direct or indirect relationship, activity, involvement, engagement, or obligation that may affect the objectivity or independence that is required when carrying out duties or responsibilities.

4.12. Ninja Van’s Suppliers shall immediately declare any relationships and actual or potential conflicts of interest that they or their directors, officers, employees, or stakeholders may have with Ninja Van or its employees. These include relationships such as relations by blood or marriage, investors, business partners, or competitors. The requirements in this section are supplemented by Ninja Van’s Related Party Transactions Policy as implemented or amended by Ninja Van from time to time.

5. CONFIDENTIALITY, INFORMATION SECURITY, AND DATA PROTECTION

5.1. Ninja Van takes confidentiality, information security, and personal data protection very seriously. We strive to adhere to all applicable data protection laws, information security industry standards, and confidentiality obligations.

5.2. Ninja Van expects its Suppliers to commit to doing the same. Suppliers shall comply with all applicable requirements when collecting, recording, hosting, processing, transmitting, using, or deleting personal data. Suppliers should also take sufficient measures to ensure the confidentiality and security of information shared with and processed by them. Additionally, Suppliers shall comply with all contractual requirements on confidentiality, information security, and data protection, and shall sign a confidentiality agreement and/or data protection agreement if so requested by Ninja Van.

5.3. Suppliers shall ensure that their directors, officers, employees, stakeholders, agents, subcontractors, suppliers, and partners comply with standards at least as strict as those mentioned here.

5.4. If the Supplier or their subcontractors performing services for Ninja Van violate any personal data regulations or experience any incident relating to information security (such as data leaks, ransomware attacks, or other instances of breach of confidentiality), the Supplier shall be responsible to immediately notify Ninja Van.

6. HEALTH AND SAFETY

6.1. Ninja Van aims to uphold and maintain high health and safety standards. We require our employees to comply strictly with all of our on-site safety rules and regulations, as well as the applicable health and safety best practices. We expect our Suppliers to observe the same standards when supplying any goods or services to Ninja Van and when conducting their daily business operations.

6.2. Supplier personnel who fail to comply with Ninja Van’s on-site safety rules and regulations may be banned from Ninja Van’s site(s). Such personnel shall also be replaced immediately if requested by Ninja Van.

6.3. Ninja Van’s Suppliers shall take all necessary steps to ensure that their employees and others involved in their operations can work safely. Suppliers shall have, or work towards having, an effective health and safety management system through which they are able to:

(a) Identify and control health and safety risks;

(b) Reduce the risk of accidents;

(d) Ensure necessary emergency preparedness and prevention measures are in place; and

(e) Improve overall workplace safety and health performance.

6.4. Our Suppliers are expected to actively improve and strengthen their respective safety culture and safety and health performance. This includes providing the relevant safety and health training and equipment for their employees.

7. ENVIRONMENT

7.1. Ninja Van is committed to conduct its businesses in an environmentally neutral manner. Close cooperation with our Suppliers is crucial for effectively managing our environmental risks and impacts in our supply chain.

7.2. Ninja Van’s Suppliers are expected to comply with all applicable national laws and regulations, and all requirements for the necessary environmental licenses and permits. They shall have, or work towards having, an effective environmental management system. This system should enable them to manage and monitor:

(a) Energy and water efficiency;

(b) Responsible waste management and recycling;

(d) Pollution prevention.

7.3. All Suppliers shall meet all applicable Environment, Sustainability and Governance (ESG) regulations and carry out best practices related to ESG as appropriate for the Suppliers’ industry, place of business and scale. The Supplier shall diligently respond to Ninja Van’s request for information and documents on ESG matters.

Compliance with the Supplier Code of Conduct

E. Ninja Van reserves the right to verify whether Supplier has complied with the requirements of this Code of Conduct at any time, for example, through supplier declarations or audits by either Ninja Van or a third party. Supplier shall comply with Ninja Van’s request to provide the relevant information or for an audit. If Ninja Van requests for an audit, Supplier shall cooperate in all audits, including but not limited to facilitating Ninja Van’s and its third party auditors’ access to the Supplier’s personnel, documentation and subcontractors relevant to the audit. Ninja Van’s suppliers and business partners shall strive for continuous improvement by setting measurable targets on progress.

F. Any breach of the obligations in this Code of Conduct by Ninja Van’s Suppliers, their directors, officers, employees, stakeholders, or their subcontractors must be reported to Ninja Van immediately. If the breach is curable, a corrective action plan must be presented to and approved by Ninja Van. Without prejudice to any legal or contractual remedies that Ninja Van may be entitled to, any incurable breach or failure to satisfactorily cure a breach may result in Ninja Van terminating the commercial relationship at its discretion.

How to Contact Ninja Van?

G. Suppliers should contact Ninja Van at compliance@ninjavan.co if:

(a) there are any violations of this Code of Conduct;

(b) any requirement to notify Ninja Van under this Code of Conduct is applicable; or

H. If there are violations or queries relating to Health, Safety and Environment issues, Suppliers should contact Ninja Van HSE at hse@ninjavan.co.

I. In the alternative, an anonymous report may also be made at https://report.speeki.com (company code NINJAVAN).

J. Details of Ninja Van’s whistleblowing policy and procedure can be found at https://www.ninjavan.co.