MABUHAY HOLDINGS CORPORATION

WHISTLE-BLOWING POLICY

Introduction and Objective

Mabuhay Holdings Corporation (MHC) is committed to the highest possible standards of openness, honesty and accountability in all of its affairs and in particular, a zero–tolerance approach to fraud.  This Policy aims to prevent, detect and investigate fraud and  ensure proper safeguard of the Company’s assets.

MHC does not tolerate fraud and requires all employees and third parties to demonstrate the highest standards of honesty and propriety at all times. It is committed to the mitigation and prevention of fraud and to the rigorous investigation of any such cases.   Any investigative activity required will be conducted without regard to any person’s relationship to the Company, position or length of service.

The following include but are not limited to fraud or fraudulent behaviors covered by this policy:

1. Misuse or misappropriation of Company assets;
2. Impropriety in the handling or reporting of money or financial transactions;
3. Profiteering as a result of insider knowledge of company activities;
4. Disclosing confidential and proprietary information to outside parties;
5. Disclosing to other persons securities activities engaged in or contemplated by the company;
6. Accepting or seeking anything of material value from contractors, suppliers, or persons providing services or materials to the Company;
7. Destruction, removal, or inappropriate use of records, furniture and fixtures and equipment;
8. Any conduct the poses a serious risk to public safety, health or the environment; and
9. Any similar or related irregularity.

Protection

The Company requires suspected or actual instances of fraud to be reported using appropriate channels.  All employees are therefore encouraged to raise genuine concerns about possible improprieties in matters of financial reporting and other malpractices at the earliest opportunity, and in an appropriate way.  The Company should ensure that all employees feel supported in speaking up in confidence and reporting matters
they suspect may involve anything, improper, unethical or inappropriate.

Reporting Channels

Employee who has a legitimate fraud concern can raise the matter directly with the members of the Audit Committee.  Suppliers, customers and business partners are also encouraged to report information pointing to fraud involving company employees or affecting Company funds and assets.

This can be done through any of the reporting channels:

Website            :           www.mabuhayholdingscorp.com

Mail                 :           35th Floor, Rufino Pacific Tower, 6784 Ayala Avenue, Makati City 1223

Telephone        :           (+632) 7750 2000

Fax                  :           (+632) 7751 0773

Confidentiality

All reports shall be treated confidential.

Investigation

When a suspected or actual fraud is reported, the management shall undertake a full and thorough investigation of the matter, regardless of position and seniority of the person involved. An investigating team will be formed to conduct a comprehensive and objective internal investigation of the alleged and/or reported instances of fraud or fraudulent behavior.  The panel will be directly reporting to the Audit Committee, which will have the oversight responsibility over the whole conduct of the investigation.

• Investigation
  An investigation will be conducted to establish the facts. The investigation should be held in a timely and professional manner and which complies with statutory and Company requirements.
• Investigation Report
  All work done throughout the fraud investigation must be documented. The final Investigation Report will include all the details relating to the investigation and a timeline of all the events which took place.
• Remedial Actions
  After proper investigation, the Company will take all possible remedies where it is considered appropriate and will observe consistent dealings with such cases, regardless of position and length of service of the employee involved.