TRADE SANCTIONS POLICY
1.
Purpose and Legal Framework
1.1.
Onetech Group Limited, together with its subsidiaries and affiliated companies (collectively referred to as the “Group”), is committed to conducting its business in full compliance with applicable economic and trade sanctions laws and regulations.
1.2.
This Trade Sanctions Policy (the “Policy”) sets out the Group’s principles and obligations in relation to international trade, financial and economic sanctions and provides guidance to the Group’s directors, officers, employees and relevant third parties on compliance with such measures.
1.3.
This Policy has been adopted in accordance with applicable sanctions regimes, including, without limitation, the following:
(a)
sanctions adopted by the United Nations Security Council (UNSC);
(b)
sanctions and restrictive measures adopted by the European Union under the Common Foreign and Security Policy (CFSP);
(c)
applicable national sanctions laws of the Republic of Cyprus; and
(d)
any other sanctions regimes which are applicable to the Group by operation of law.
1.4.
The Group does not voluntarily submit to foreign sanctions regimes that do not apply to it as a matter of law. However, the Group recognises that certain third-country sanctions (including those of the United States) may be relevant in practice due to banking, transactional or counterparty considerations and will assess such risks on a case-by-case basis.
1.5.
For the purposes of this Policy:
(a)
“Sanctions” means any trade, economic or financial restrictive measures imposed by the United Nations, the European Union, the Republic of Cyprus or any other authority applicable to the Group by operation of law.
(b)
“Sanctioned Person” means any individual, entity, body, vessel or organisation subject to applicable Sanctions, including those listed on sanctions lists maintained by competent authorities.
(c)
“Sanctioned Country or Territory” means any country, region or territory subject to comprehensive or sectoral Sanctions.
2.
What Are Sanctions?
2.1.
Sanctions are restrictive measures imposed by governments, international organisations or supranational bodies to achieve foreign policy, security or humanitarian objectives.
2.2.
Sanctions may include, without limitation:
(a)
asset freezes;
(b)
prohibitions on the provision of funds, goods or services;
(c)
trade embargoes;
(d)
restrictions on financial transactions;
(e)
travel bans; and
(f)
sectoral or product-based restrictions.
2.3.
Sanctions regimes may change frequently and with immediate effect. Compliance is therefore an ongoing obligation.
3.
Scope and Application
3.1.
This Policy applies to:
(a)
all directors, officers and employees of the Group (the “Employees”);
(b)
all Group entities and operations; and
(c)
third parties acting on behalf of the Group, including agents, contractors, consultants and suppliers, to the extent relevant.
3.2.
Failure to comply with applicable sanctions laws or this Policy may result in serious consequences for the Group and the individuals involved, including disciplinary action, termination of employment or contractual relationships, and civil or criminal liability.
4.
Key Sanctions Obligations
4.1.
The Group shall not:
(a)
enter into or continue any transaction that is prohibited under applicable sanctions laws;
(b)
directly or indirectly deal with individuals, entities, vessels or organisations that are subject to applicable sanctions;
(c)
engage in transactions involving countries, territories, regions, goods or services subject to comprehensive or sectoral sanctions, unless expressly permitted by law; or
(d)
participate in any activity intended to circumvent, evade or undermine applicable sanctions.
4.2.
The Group adopts a risk-based approach to sanctions compliance and shall:
(a)
assess sanctions risks in relation to customers, suppliers, counterparties, transactions and jurisdictions;
(b)
conduct appropriate due diligence and screening proportionate to the risk identified;
(c)
monitor transactions and business relationships for sanctions-related red flags; and
(d)
suspend or refuse transactions where sanctions concerns arise.
4.3.
All records relevant to sanctions compliance shall be retained for a minimum period of five (5) years, or longer where required by applicable law.
4.4.
Where required by applicable Sanctions, the Group shall immediately freeze funds, assets or economic resources belonging to or controlled by Sanctioned Persons and shall not make funds or economic resources available, directly or indirectly, to such persons, except where permitted by law or pursuant to a valid authorisation.
4.5.
Where applicable Sanctions provide for exemptions, derogations or licensing regimes, the Group shall not rely on such exemptions or licences unless expressly authorised under applicable law and approved in advance by the Legal Department / Group Legal Director.
4.6.
The Group strictly prohibits any conduct intended to circumvent, evade or indirectly achieve results that would be prohibited if carried out directly under applicable Sanctions, including through intermediaries, restructuring of transactions, or the use of third parties.
5.
Reporting and Escalation
5.1.
Any Employee who becomes aware of, or suspects, a sanctions-related issue or potential breach must immediately report the matter to the Legal Department / Group Legal Director.
5.2.
The Legal Department / Group Legal Director shall:
(a)
assess the reported matter;
(b)
determine whether the transaction or activity must be suspended or terminated;
(c)
decide whether disclosure to competent authorities is required; and
(d)
maintain appropriate records of the assessment and actions taken.
5.3.
Retaliation against any person who reports concerns in good faith is strictly prohibited.
6.
Training and Awareness
6.1.
The Group shall take reasonable steps to ensure that Employees receive appropriate information and guidance on sanctions compliance relevant to their roles.
6.2.
Employees are expected to familiarise themselves with this Policy and to seek guidance from the Legal Department / Group Legal Director where uncertainty exists.
7.
Third Parties and Business Partners
7.1.
The Group expects all third parties acting on its behalf, including agents, contractors, consultants, suppliers and service providers, to comply with applicable Sanctions and with this Policy when conducting activities connected to the Group.
7.2.
Where appropriate, the Group may require contractual undertakings, representations or warranties from third parties regarding sanctions compliance.
8.
Interaction with Other Group Policies
8.1.
This Policy shall be read in conjunction with the Group’s Anti-Money Laundering Policy, Anti-Bribery and Corruption Policy, Code of Business Ethics and Conduct and Whistleblowing Policy. In the event of any inconsistency, the stricter standard shall apply, subject always to applicable law.
9.
Review and Updates
9.1.
This Policy shall be reviewed periodically by the Legal Department / Group Legal Director and updated as necessary to reflect changes in applicable laws, regulations or the Group’s risk profile.
9.2.
In the event of a conflict between different sanctions regimes or between Sanctions and other applicable legal obligations, the matter shall be escalated immediately to the Legal Department/Group Legal Director for assessment and guidance prior to any action being taken.