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 Anti-Bribery & Anti-Corruption Policy

1.  Purpose of this Policy

 

 

Safwan is committed to conducting our business in accordance with all applicable laws, rules and regulations and the highest ethical standards, and this commitment is embodied in the Code of Business Ethics and Code of Conduct.

 

The purpose of this Anti-Bribery and Anti-Corruption Policy is to reiterate Safwan’s commitment to full compliance by the Company and its officers, directors, employees, agents and any third party acting on behalf of Safwan with all Local Anti-Bribery and Anti-Corruption laws, any International Anti-Bribery and Anti-Corruption Laws that may be applicable.

 

In case of conflict between the local and international laws and regulations, the more stringent requirement shall apply. This Policy supplements the Code of Business Ethics and Code of Conduct and all applicable laws and provides guidelines for compliance with the UNCAC, FCPA, and the policies applicable to Safwan operations throughout.

2.  Scope of This Policy

 

This Policy is applicable to all employees working in Safwan all levels and grades, including senior managers, officers, directors and employees. The reporting requirement of this Policy is also applicable to Safwan’s contractors, consultants, agents, principals, suppliers and other business partners that are engaged in business on behalf of Safwan. This Policy is intended to supplement all applicable laws, rules, and other corporate policies. It is not intended to supplant any local laws.

 

3.  The objectives of this policy

3.1    Strategic Objectives:

·         To repudiate and prevent corruption, in line with the 'zero tolerance' principle;

·         to ensure compliance with all anti-bribery laws;

·         to guarantee commitment to the continual improvement of this policy and, in general, of the Anti-bribery System;

·         to ensure the autonomy and independence of the Compliance Function;

·         To devolve the application of the principles laid down in this policy and in the Anti-bribery System to each individual of Safwan.

 

3.2    Organizational Objectives:

·         To implement the Policies and Procedures that govern the activities at risk of corruption;

·         to comply with the Policies and Procedures and execution of anti-bribery controls stipulated therein;

·         to perform all training and disciplinary activities under the policy;

·         To identify the monitoring and improvement mechanisms for this policy and the Anti-bribery System.

 

3.3    Operational Objectives:

·         These are set on a yearly basis, in line with the strategic and organizational objectives, and will be reflected in the annual compliance and audit plan. The achievement of objectives is monitored by the Compliance Function and is subject to periodic reports issued to the Senior Management.

4.  Definitions

 

 

 

4.1    Anti-Bribery and Anti-Corruption Laws and Regulations: any applicable law or regulation addressing corruption and/or bribery, including, but not limited to the Kuwait Penal Law, the Commissions Disclosure Law, United Nations Convention against Corruption (UNCAC) and Anti-Corruption Commission Law.

 

4.2    Bribe: is anything of value that is either offered, promised or provided as an inducement or reward in order to gain any commercial, contractual, regulatory or personal advantage through “improper performance” including, but not limited cash, gifts, entertainment, accommodations, meals, travel expenses, services, employment offers, loans, donations or contributions, and any other transfer of value, even if nominal in value.

 

  1.  
    1. Corruption: is a form of dishonesty or criminal activity undertaken by a person or organization entrusted with a position of authority, often to acquire illicit benefit, or, abuse of entrusted power for one's private gain.

       

    2. Improper Advantage: there is no “service in return”, and it can, therefore, be seen as a “goodwill” payment to increase the sympathies towards the giver.

       

    3. Improper performance: it happens when a person fails to act (1) in good faith, (2) impartially or (3) in accordance with a position of trust.

       

    4. Code of Business Ethics and Code of Conduct: it means Safwan’s Code of Business Ethics and Code of Conduct.

       

    5. Facilitating Payments: Payments to any Government Organization or Government Official, made in order to expedite or secure performance of non-discretionary, routine governmental actions (e.g., processing a visa, customs invoice, or other governmental paper).

       

    6. Healthcare Organization (HCO): Any legal person that is a healthcare, medical or scientific association or organization (regardless of the legal or organizational form) such as a hospital, clinic, foundation, university or other teaching institution or learned society (except for patient organizations), through which one or more Healthcare Professionals provide services including Healthcare Institutions (HCI).

       

    7. HealthCare Professionals (HCPs): An individual, member of the medical, dental, pharmacy or nursing professions or any other person who in the course of his or her professional activities may prescribe, purchase, dispense, administer or recommend the products of the company. Examples including physicians, pharmacists and nurses, etc. Healthcare Professionals working in a Government or in a Government Organizations are considered as Government Officials.

       

    8. Government Official: is an Individual, in the following categories:

       

  • Any officer or employee (including any person nominated or appointed to be an officer or employee even if part-time) of a Government or a Government Organization;

  • Any person acting in an official capacity on behalf of a Government or a Government Organization (e.g. a healthcare professional employed by a Government hospital or researcher employed by a Government university);

  • Any officer or employee of a company or business owned in whole or part by a Government or a Government Organization;

  • Any member of a royal family or member of the military; and

  • Any individual otherwise categorized as a Government Official under law.

     

  1.  
    1. Third Parties: any individuals, companies, associations, partnerships, or other entities retained to act on behalf of or for the benefit of Safwan. And receive payment for, services or goods related to any aspect of a Safwan operation; including, but not limited to contractors, agents, consultants, suppliers, distributors, sub-distributor, and resellers.


 

 

 

5.  Acronyms

5.1    ABAC: it means “Anti-Bribery and Anti-Corruption”.

5.2    HCO: it means “Healthcare Organization”.

5.3    HCPs: it means “HealthCare Professionals”.

5.4    UNCAC: it means “United Nations Convention against Corruption”.

5.5    FCPA: it means “Foreign Corrupt Practices Act”.

 

6.  General Principles

 

It is a serious offence to either bribe another person or to be bribed.

 

Safwan is committed to conduct all its business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate.

Safwan must ensure that all entities we do business with shall take a similar zero-tolerance approach to bribery and corruption.

 

Safwan is following the Kuwaiti Penal Law and the local regulatory guidance in relation to Anti-bribery and Anti-corruption and all other international efforts to fight corruption include Foreign Corrupt Practices Act (FCPA) of the United States and the United Nations Convention against Corruption (UNCAC).

 

All concerned must never offer, promise or give financial or other advantages to any person with the intention of inducing or rewarding improper performance by them of their duties.

 

All concerned must never directly accept or agree to receive a financial or any other advantage as a reward for the improper performance of their duties. It makes no difference if the advantage is for self or for a third party.

 

Consequences of Bribe and Corruption are punishable for individuals by up to imprisonment and an unlimited fine, and if the Company is found to have taken part in corruption we could face an unlimited fine, be excluded from tendering for public contracts and face damage to our reputation. We, therefore, take our legal responsibilities very seriously and expect others to do the same.

7.  Interactions with Public Officials and Healthcare Professionals (HCPs)

 

Business and Entertainment of Public Officials, Employees of Public and Government Agencies Overview;

·         Business meals directly related to ongoing meetings and/or negotiations with public officials and/or employees are to remain within budget and policy guidelines.

·         It is important to remember, to the extent that an employee of Safwan has reason to deal with HCPs and/or Public officials in connection with contracts, sales, permits, licenses or other arrangements, it is extremely important to avoid even the appearance of impropriety. 

·         Failure in this regard can result in loss of business, as well as trade, which is damaging to the reputation of the Company and the employee and could also result in imposition of large fines on the individual/third party and/or imprisonment on the individual and termination of contract with third party.

·         Company employees should always bear in mind that each governmental entity will probably have its own rules governing the conduct of its employees and that these rules may be very different from any others you have encountered. In addition, you must be sensitive to requests or comments by government officials, which appear perfectly proper, but may be susceptible to a different interpretation by other government officials or HCPs. 

Any questions or uncertainties should be raised immediately with your Line Manager and/or Compliance Officer.

7.1   Gifts:

Kuwaiti Penal law prohibits the offer, promise, or gift of anything of value to an employee, agent, or official or governmental bodies if made with the intent to influence such individual in the performance of an official act or because of an official act performed or to be performed by the public official/HCPs.  A number of state and local governmental bodies, as well as foreign governments, have similar statutes or regulations. 

 

Since it is difficult to establish that a particular gift was given with no intent to influence, in order to avoid any appearance of impropriety as well as any questions under the statutes and re-evaluation, it is the policy of the Company not to offer, promise or make any gift to any government employee, agent or public official, state, local or foreign.

 

 

 

Gift Policy Points to Avoid: 

·         Giving or receiving money or other cash equivalents as a business gift.

·         Giving or receiving gifts that are too costly or frequent to be within the customs of the marketplace.

·         Giving any gift to reward a government employee without seeking legal Manager.

·         Giving or receiving gifts that influence or give the appearance of influencing business judgment.

·         Offering a gift if you know it would violate the recipient’s policy to accept it.

·         Giving or receiving entertainment, such as tickets to any entertainment event (concert/ sports event), where a representative of the company offering the gift will not be accompanying the recipient to the event.

·         Inviting or paying for expenses unrelated to business meetings, or related to spouses, family members or other companies.

 

Example:

Appropriate gifts may include an inexpensive food basket, flowers, candy, or Safwan’s promotional items such as t-shirts, caps or bags. However, providing any of these items on a regular basis (e.g. weekly, monthly, etc.). It would violate ABAC Policy based on the rate of occurrence.

7.2   Entertainment:

Kuwaiti laws and local regulations also prohibit the entertainment of a public official.  Entertainment is generally viewed as simply a type of gift, and the rules stated in the preceding paragraph also bar providing entertainment to public officials.

 

7.3      Meals:

Safwan has developed a guideline on when the employee may provide a public official with refreshments or meals in connection with a business meeting.

 

Generally, Business meals directly related to ongoing meetings and/or negotiations with public officials and/or employees are to remain within budget and policy guidelines. Therefore, the public official cannot determine a value for the official's share of the food provided.

 

No refreshments or meals should be provided unless expressly authorized by the company`s stated policy. Moreover, no refreshments or meals may be provided to public officials who serve a procurement function.

 

Any concerns relate to this policy should be referred to you Line Manager and/or Compliance Officer.

 

Example:

One of the employees take a local government procurement official to dinner to discuss an opportunity to bypass the required bidding process and directly select the Company. This would be a violation of ABAC Policy.

 

7.4   Travel, Lodging, Meals and Expenses:

HCPs related expenses for meals, lodging and transportation should be reasonable, modest and consistent with the standards and policy requirements established by the multinational principals represented by Safwan. However, even if HCPs expenses fall within the required policy limits, additional consideration should be taken as to whether the meal, travel or lodging could be perceived as lavish or excessive under local country standards.

Safwan does not pay for expenses related to HCPs guests. The following provides additional guidance for HCPs expenses:

 

·         Safwan may pay for the reasonable lodging and accommodation of HCPs who have been sponsored by Safwan to attend a scientific congress or meeting.

·         Safwan should pay lodging only for the nights necessary for the HCPs to attend the scientific congress, conferences or meeting.

·          Safwan will not pay for extra nights lodging unless there are extraordinary objective circumstances (e.g., an extended stay is unavoidable due to flight restrictions).

·         Travel expenses for HCPs should consistent with the standards and policy requirements established by the multinational principals represented by Safwan. Generally, business class airfare should only be provided for a flight longer than five hours duration.

·         Safwan should schedule HCPs travel based solely on the required anticipated dates for HCPs attendance at the Safwan event, meeting or scientific congress. Safwan does not schedule travel for HCPs to accommodate their personal travel plans and activities.

·          Non‐reimbursable expenses: It is the policy of the Company to reimburse HCPS for all reasonable expenses directly associated with traveling with Company’s employees.  Expenditures made by the traveling HCPS for personal entertainment or which are primarily personal in nature are the responsibility of the HCPS and will not be reimbursed by the Company. The following list is provided as a guide of non‐reimbursable expenses and is not necessarily all inclusive:

Ø  Personal entertainment not associated with a specific business contact. This includes in‐flight movies, hotel room movies, pay television fees, sporting events, plays, magazines, books, hotel spa fees, green fees, sporting equipment, satellite radio, etc.

Ø  Personal articles or personal care costs such as Laundry, valet and dry cleaning expenses, clothing, clothing rental, shoe shine, hair dryers, toiletries, over the counter medication, medical prescriptions, medical service fees, barber and hairdresser fees, tobacco, candy/gum, magazine, books, etc.

Ø  Membership Fees – Personal credit card fees, interest or finance charges, or any other membership fees.

Ø  Frequent Flyer Upgrades (cost of frequent flyer coupons/upgrades) or Mile Acceleration 

Ø  Frequent Flyer Miles – Personal Frequent Flyer miles that are used for business travel.

Ø  Airline Clubs – Membership to private airline clubs (i.e. Red Carpet or Admiral’s Club).

Ø  Spouse Travel – Travel expenses of a spouse.

Example:

As part of the opening another branch of our company outside Kuwait, the company invites various government officials on a tour of the new facilities, which they have a business under a three-year contract with the company. The tour Included payment of travel costs for the officials and a luncheon hosted by the company. Provided these expenses are reasonable and necessary, directly related to marketing, business promotion, or contract formation, and comply with this Policy, in this case, it will be an acceptable expense.

7.5   Medical Education Grants, Sponsorships and Charitable Donations:

 Safwan contributes to the enhancement of medical knowledge by providing financial support to promote HCPs or patient education and awareness in disease and research areas of interest to the Company. Safwan support may include:

 

·         Medical Educational Grants: provide HCPs with the opportunity to continue to learn about disease states and advancements in disease treatment areas of interest to Safwan.

 Safwan supports medical education activities that are non-promotional, balanced and objective.

·         Charitable donations: Safwan may provide financial and in-kind contributions to non-profit charitable organizations that are established to support causes related to patient healthcare, education, and advocacy. Charitable organizations that seek funding must provide documentation of their non-profit status. All charitable donations must be reviewed and approved by the Senior Management and got the prior approval of Ministry of Health Kuwait.

·         Sponsorships to third parties for major scientific conferences or for patient advocacy and charitable events: Sponsorships are payments made to third parties in exchange for tangible items controlled by Safwan, such as booth space in an exhibit hall, advertising, banners, websites, or similar public displays of the Safwan logo. For this reason, sponsorships may be driven by Safwan Sales and Marketing objectives and activities. All sponsorships should be approved by the Senior Management.

 

Payments must not be offered or provided improperly to influence or induce any act or decision of government officials or to secure any improper advantage.

8.  Facilitation payments

Safwan and its employees will not make or accept any facilitation payments or "kickbacks" of any kind even if such payments are local practice or custom. The company accepts that refusal to make illegal payments may lead to commercial delays, for example, in the processing of government papers, and that there may be a commercial cost to the company attributable to this policy.

 

If the company employees encounter a demand for a facilitation payment or think they are likely to do so, they should report the situation to their Line Manager and the Compliance Officer without delay for advice.

9.  Employees responsibilities

  • Must ensure this policy is read, perusal, understood and complied with at all times.

  • Must be open about gifts and hospitality given or received and must disclose these to their line manager in advance and/or Compliance Officer.

  • The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. All employees are required to avoid any activity that might lead to, or suggest, a breach of this policy.

  • Line Managers and Compliance officer should be notified as soon as possible if suspected that a conflict with this policy has occurred, or may occur in the future. Alternatively, you can also use the Whistleblowing Channels.

  • Any employee who breaches this policy may face disciplinary action, which could result in dismissal for gross misconduct.

10.  Third Party Representatives and Business Partners

The actions of Safwan’s third party representatives and business partners can create liability for Safwan and Safwan’s employees. It is the responsibility of all Safwan employees to ensure that Safwan only does business with reputable and qualified third party representatives and business partners, including joint venture partners. Safwan employees must be able to identify and address anti-corruption "Red Flags" that may be created by such parties. Conducting appropriate due diligence into the background, qualifications, and reputation for ethical conduct for such parties will help prevent violations of this Policy. Certification (samples attached in Appendix no. 1) must be included in all agreements regarding such third-party engagements, including Joint Venture Agreements.

11.  Record-keeping

  • Safwan shall keep financial records and appropriate internal controls in place which will evidence the business reason for making payments to third parties.

  • Safwan will ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with the Company’s Policy.

  • All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as customers, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. strictly prohibits its personnel from making false and misleading entries into Safwan’s books and records No accounts must be kept "off-book" to facilitate or conceal improper payments.

  • Examples of Problematic Record Keeping:

  • Describing a payment made on behalf of Safwan to a government official or third party as a "Miscellaneous Fee" in an accounting entry;

  •  Making false entries into Safwan's books and records;

  • Using or causing someone else to use Safwan funds for an illegal or unauthorized purpose; and/or

  • Creating or using an off-the-books.

Example:

 

Safwan’s employee takes a government officer to an inexpensive dinner to discuss the company's involvement in community affairs and lists such expenses as a "Miscellaneous Fee" on his expense report, with no record of his dinner guest or the business purpose of the meal. This is a violation of the Books and Records Requirements of the Policy.

12 .  Protection

Employees who refuse to accept or offer a bribe, or those who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. Safwan aims to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

 

13 .  Compliance Procedures

Questioning is part of preventing. In our daily work we may face situations from time to time which are not explicitly covered by Safwan’s Code of Conduct and Ethics, Anti-Bribery and Anti-Corruption Policy or the documents it refers to (e.g. directives, policies, and guidelines). If we are unsure about the correct behavior, we should ask ourselves the following questions:

  • Is my behavior legal?

  • Is it in line with Safwan’s Values?

  • Does it comply with Safwan’s Code of Conduct and Ethics and ABAC Policy?

  • Could it have negative consequences for Safwan or myself?

  • Would I be comfortable if it was reported in a newspaper?

     

Often this will provide all the guidance we need. However, in case of doubts or uncertainties about the correct behavior, seeking help and advice is the right thing to do.

 

By fostering a culture of openness to ask questions, Safwan, first and foremost, aims to prevent non-compliant behavior. Safwan Line Managers are responsible for ensuring that all employees reporting to them receive the help and advice they need to comply with the Safwan Code of Conduct and Ethics and ABAC Policy.

 

14 .  Training

Safwan will make this policy available on the company’s intranet for all employees. Each employee will be required to confirm that he/she has undertaken the course within 30 days of his/her joining the company. Regular training will be made available to all business units in relation to anti-bribery and anti-corruption measures, and the details of the company’s whistleblowing procedures.

 

Training requirements are critical to the success of Safwan’s Compliance Program. Therefore, any employee, contractor, consultant or agent who fails to complete the Anti-Bribery and Anti-Corruption certification and/or assigned Compliance Training will face disciplinary action.

 

15 .  Monitoring and review

  • The Compliance Officer will monitor the effectiveness and review the implementation of this policy, considering its suitability, adequacy and effectiveness. Improvements will be made periodically.

  • All Employees are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.

  • Employees are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the Compliance Officer.

  • This Anti-Bribery and Anti-Corruption may be updated or amended at Safwan discretion from time to time to reflect changes in Local and/or international laws and regulations and company policies and practices. You may contact the Compliance Team for the most current version of this document.

16 .  Red Flags and Potential Risk

There are a number of issues which should cause us to do some further investigation into whether a particular transaction or relationship may present a potential bribery risk or issue. All persons who are subject to this Policy must remain vigilant and attempt to spot any of the scenarios listed here. If you should come across a potential issue of the kind listed hereunder, you should

  • Consider whether further investigation and due diligence of your counterparty is necessary; and/or

  • Escalate the matter to your Line Manager and the Compliance Officer.

  • Potential issues which call for further vigilance and/or investigation include:

  • payments of unusually high fees or commissions;

  •  requests for payments is made to a country or geographic location different from where the third party resides or conducts business;

  • undefined or unreported payments to third parties made on Safwan’s behalf;

  •  no written agreements;

  • unusually close relationships with government officials;

  •  a refusal to certify compliance with this Policy; or

  •  Payments without a PO number, where applicable.

     

More potential risk scenarios for bribery and corruption indicators:

The following is a list of possible scenarios that may arise during the course of working for Safwan and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only to help in compliance with this policy.

If employees encounter any of these scenarios while working, they must report them promptly to their Line Manager and Compliance Officer:

  • Become aware that a third party engages in, or has been accused of engaging in, improper business practices;

  • Learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a "special relationship" with foreign government officials;

  • A third  party insists on receiving a commission or fee payment before committing to sign up  a contract with Safwan, or carrying out a government function or process for Safwan.

  • A third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;

  • A third party requests an unexpected additional fee or commission to "facilitate" a service;

  • A third party demands entertainment or gifts before commencing or continuing contractual negotiations or provision of services;

  • A third party requests that a payment is made to "overlook" potential legal violations;

  • A third party to provide an employment or some other advantage to a friend or relative;

  • Receipt of an invoice from a third party that appears to be non-standard or customized;

  • A third party refuses to put terms agreed in writing;

  • Company has been invoiced for a commission or fee payment that appears large given the service stated to have been provided;

  • Employees are offered an unusually generous gift or offered lavish hospitality by a third party;

  • Employees are asked to give hospitality at which they are requested not to confess;

  • Employees are offered hospitality at which the giver is not going to be in attendance;

  • Employees are asked to give hospitality to persons who are not associated with the organization (for example family members) or are offered hospitality which extends to persons beyond Safwan business.

     

The lists above are not intended to be exhaustive and are for illustrative purposes only to help in compliance with this policy.

17 .  How to raise a concern

Reporting violations and suspected misconduct

Safwan has an "open door" policy, formalized in the Employee Handbook, strongly encouraged through our management structure, and reinforced under the Safwan "Rules of the Road."  If employees are unsure whether a particular act constitutes bribery or corruption, or if they have any other queries, these should be raised with their Line Manager and/or Compliance Officer.

 

Subject to Safwan’s Whistleblowing Policy, whistleblowing channels allows Safwan employees to report a compliance concern anywhere and anytime in English/Arabic language. The system is operated to provide the option to speak up in anonymity. Reports can be made via Compliance Hotline (00965-22276871) and for Safwan’s whistleblowing Line web service can be on Safwan website under the following URL: https://forms.office.com/Pages/ResponsePage.aspx?id=NyB9hW975k29UqID98KckA4i_dtxkf9GuAno5uhK7PxUOUcwNlgwTUpKMzU5V0Y5V1lQMDNGOUNLSS4u

Or/and user-friendly tools, such as scan QR Code.  

 

Any employee who raises a compliance concern in good faith acts in the interest of Safwan and deserves acknowledgement. Safwan does not tolerate any retaliation against an employee who raises a compliance concern in good faith. Line Managers and/or employees who retaliate will be held accountable. In case any employee deems that this principle is not adhered to, a complaint can and should be raised to either to HR Manager, Compliance Officer, Chief Operating Officer or Chief Executive Officer.

Equally, Safwan does not tolerate any abuse of Safwan Speake up/Whistleblowing Channels.

 

* Refer to Safwan’s Whistleblowing Policy for more information and details

18.  Non-Compliance

Failure to ensure compliance with this policy violates the terms of this Policy could lead to the following consequences for the company:

  • Criminal or civil liabilities for the company including unlimited fines and imprisonment;

  • Serious reputational damage;

  • Prohibition from tendering for public sector contracts, and

  • The un-enforceability of contracts entered into as a result of acts of bribery, fraud or other illegality.

     

Failure to ensure compliance with this policy violates the terms of this Policy could lead to the following consequences for employees:

  • Personal criminal liability followed by fines or imprisonment;

  • Disciplinary action initiated by the company, including dismissal.

     

Failure to ensure compliance with this policy violates the terms of this Policy could lead to the following consequences for Third Party:

  • May lead to re-evaluated or terminated their contracts. We therefore take our legal responsibilities very seriously and expect others to do the same.

     

 

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