Joincare Pharmaceutical Industry Group Co., Ltd.

Anti-corruption and Anti-commercial Bribery System

(Considered and approved at the 22nd meeting of the 8th session of the Board on 16 January 2023)

Chapter 1 General Provisions

Article 1 This system is formulated in order to prevent corruption in production, operation and management, effectively carry out anti-commercial bribery and anti-corruption efforts, improve internal control of the Group, strengthen the system for supervision and anti-corruption, intensify supervision over holders of key positions, ensure the long-term effectiveness of anti-corruption and anti-commercial bribery, and prevent the occurrence of improper behaviors such as illegal acts.

Article 2 This system is applicable to the Group’s headquarters and all its wholly-owned subsidiaries, majority-controlled companies and branches (the “Group”).

Article 3 All production, operation and management activities or external liaison activities of the Group shall strictly comply with this system. Activities mentioned herein include but are not limited to contact with government departments, negotiation of orders with customer representatives, procurement of raw materials, engineering construction, sales of products, procurement and maintenance of equipment and other economic activities.

Article 4 All customers, suppliers, service providers and contractors who have business dealings with the Group are governed by this system.

Chapter 2 Duties

Article 5 The Supervision Department of the Group is the supervision and management department of the Group for anti-corruption and anti-commercial bribery.

Article 6 Main duties of the supervision and management department are as follows:

(I) To carry out anti-corruption and anti-commercial bribery work throughout the Group in accordance with relevant national policies, laws, and regulations, as well as rules of the Group;

(II)To strengthen the management and supervision of the integrity of employees holding important positions and important links to prevent and manage corruption and bribery at source so as to address both the symptoms and the root causes. The department shall improve the system so that integrity of employees holding important positions and important links could be recorded truthfully;

(III) To cause employees holding key positions and important links to sign the Commitment Letter on Anti-corruption and Anti-commercial Bribery, and to sign the Agreement on Anti-commercial Bribery with customers, suppliers, service providers, contractors and other third parties with whom the Group has business dealings, and track and supervise the implementation of the commitment letter.

Chapter 3 Codes

Article 7 Interpretations on corruption and commercial bribery mentioned herein:

(I) Granting rebates, promotion fees, publicity fees, or labor fees or reimbursement of various expenses outside the ordinary course of business for the purpose of obtaining business trading opportunities or improper benefits, or directly or indirectly giving or receiving cash, benefits in kind and other benefits in such names as providing domestic or overseas travel, in violation of the laws;

(II) Taking advantage of positions to occupy the Group’s properties or misappropriating the Group’s assets for personal use or for use by any other person.

Article 8 Specific measures for anti-corruption and anti-commercial bribery:

(I) The senior management of the Company are organized to solemnly declare the Oath of Integrity for Executives of the Company; the commitment system for employees holding important positions and links is implemented to prevent corruption and commercial bribery, and those employees are caused to sign the Commitment Letter of Anti-corruption and Anti-commercial Bribery with the Group;

(II) Contracts signed with the Group by or tenders submitted by customers, suppliers, service providers and contractors who have business dealings with the Group must require the parties to the contract and the tenderer to comply with this system and sign the Agreement on Anti-Commercial Bribery;

(III) A leadership organization for anti-corruption and commercial bribery is established to carry out a long-term fight against corruption and commercial bribery;

(IV) The Supervision Department of the Group is required to conduct frequent investigations and research to get knowledge of characteristics and pattern of corruption and commercial bribery, and is also required to conduct investigation and research on prevention aspects such as system, education and supervision so as to propose specific countermeasures and measures to eliminate tendencies in the corruption and commercial bribery promptly;

(V) All departments of the Group shall promptly stop, immediately deal with and report to the supervision and management department on any violation of discipline and regulations identified in the prevention of corruption and commercial bribery, and transfer the relevant persons to the judicial authority in case of suspected crime;

(VI) All departments of the Group shall strengthen the management of employees holding important positions and key links, and take the implementation of the Commitment Letter on Anti-corruption and Anti-commercial Bribery as an important part of the Group’s assessment, inspection and appointment and removal;

(VII) Any employee whose corruption or commercial bribery is confirmed is subject to punishment on the basis of the severity of the case and in accordance with the rules and regulations of the Group. If the case is serious, the labor relationship with such employee shall be terminated, and if the Group suffers from consequential losses, the Group will recover such losses from such employee according to the law. If the case is suspected to constitute a crime, such employee shall be transferred to the judicial authority;

(VIII)If any entity who has business activities with the Group and its employees violate the commitments set forth herein, qualifications of such entity for bidding and tendering shall be canceled, and if such violation is suspected to constitute a crime, such violation shall be reported to the judicial authority;

(IX) Where any report or complaint is verified, the whistle-blower will be given a certain material reward according to the rules and regulations of the Group, which can also be used as the basis for promotion and salary increase.

Article 9 The following acts are prohibited in all production, operation and management of the Group:

(I) Giving or receiving cash, goods or other gifts to or from relevant entities and their personnel in violation of the Group’s regulations;

(II) Receiving economic benefits such as transactions, service opportunities, and preferential conditions by giving properties or other means in the name of donation;

(III) Giving or receiving business sponsorship, travel and other activities that violate the principle of fair competition;

(IV) Giving or receiving various types of negotiable securities such as membership cards (coupons), consumption cards (coupons) and shopping cards (coupons);

(V) Offering houses, vehicles and other valuable items to the relevant parties for their use, or accepting the houses, vehicles and other valuable items provided by the relevant parties;

(VI) Giving or receiving any improper performance shares or bonus;

(VII) Giving or receiving property under the guise of publicity, promotion, advertising, training, adviser, consulting, technical service, scientific research, and clinical fees to transfer or obtain benefits;

(VIII) Giving or receiving property through gambling or other means to transfer or obtain benefits;

(IX) Taking advantage of positions to occupy the Group’s properties;

(X) Taking advantage of positions to misappropriate funds for his/her own use or for lending to others;

(XI) Violation of national laws, and regulations, as well as various rules and regulations of the Group.

Article 10 Reporting and complaint methods

(I) The Group encourages employees at all levels and entities having business dealings with the Group to report and disclose various corruptions to the Group;

(II) During the acceptance of and investigation on various reporting, the Group keeps the information such as the name, department and company name of the whistle-blower strictly confidential, and strictly prohibits the disclosure of such information to the reported person or his/her organization. The person who divulges the information of the whistle-blower or retaliates against the whistle-blower in violation if such person violates the law, he/she will be transferred to the judicial authority for handling in accordance with the law;

(III) After receiving a reporting or complaint, the Supervision Department of the Group shall immediately register and file the reporting or complaint, and conduct an investigation in light of the management authority set forth in this system. If the reported person is a senior management of the Group, such reporting or complaint shall be transferred to the chairman of the Board for handling, and if necessary, it shall be submitted to the Board and the Supervisory Committee. For real-name reporting, regardless of whether the investigation is filed, the Supervision Department of the Group shall report the results to the whistleblower;

(IV) Hotline and email for reporting and complaint:

Telephone number for reporting and complaint: 0755-86252316; 0755-26980226

Email for reporting and complaint: SAMD@joincare.com

Address for reporting and complaint: Supervision Department, Joincare Pharmaceutical Industry Group Building, No. 17-2 Langshan Road, Nanshan District, Shenzhen, Guangdong Province

Chapter 4 Supplementary Provisions

Article 11 This system shall come into effect and be implemented from the date of approval by the Board of the Company.

Article 12 Matters not covered herein shall be subject to the provisions of relevant laws, administrative regulations, regulatory documents and the Articles of Association.

Article 13 This system shall be interpreted by the Board of the Company.

Joincare Pharmaceutical Industry Group Co., Ltd.

16 January 2023