I. General Provisions

In order to regulate the employee management and ethical conduct of Joincare Pharmaceutical Group Industry Co., Ltd. and our subsidiaries (hereinafter referred to as “Joincare” or “Company”, “we”, “our”), the Code are formulated in accordance with the UN Global Compact, the core conventions of the International Labor Organization and related laws, regulations and policies of the People's Republic of China. The Code are applicable to all employees of Joincare, including full-time employees, part-time employees and temporary employees, as well as all clients, suppliers, service providers, contractors and other partners (hereinafter collectively referred to as “Relevant Persons”) conducting business with Joincare. Each unit shall fully comply with the Code when making its own human resources and related policies.

II. Recruitment and Employment

1. The Company’s recruitment and employment follows the principle of fairness, impartiality and openness. The recruitment is based on job qualifications and the ability of the candidate, regardless of age, ethnicity, race, family status, ethnic background, skin color, gender, sexual orientation, religious belief, social origin, nationality, disability, pregnancy, etc. Each unit shall ensure equal opportunities during the recruitment and employment process and reject all acts of discrimination and prejudice.

2. The Company believes that Diversity is one of the key elements to maintain our competitive edge and promote our sustainable development. For details, please refer to the Diversity, Equity and Inclusion Policy of the Company.

3. The Company prohibits the use of child labor. All units are forbidden to recruit and employ minors under the age of sixteen.

III. Labor Management

1. The Company is against forced labor. No unit shall force employees to labor by means of violence, threats or illegal restrictions on personal freedom.

2. The Company respects our employees’ freedom of association. Employees have the right to freely choose to form or join a union. The labor union has the right to bargain with Joincare on an equal footing with Joincare on behalf of employees and enter into collective contracts in accordance with the law.

3. We strive to create a physically and mentally healthy working environment for employees. We guarantee the labor safety and health protection of employees in the workplace in accordance with the requirements of national regulations, and support the continuous improvement of the working environment. All employees are responsible for reporting potential unsafe factors in the workplace.

4. For sick leave, non-work-related injuries, etc., each unit shall strictly abide by the Regulations on the Medical Treatment Period for Enterprise Employees with Illnesses or Non-work-related Injuries, and after employees return to work after recovering from illness (injury), their positions shall be arranged according to their physical conditions and actual requirements, without discrimination.

5. We value the development and improvement of our employees' talents. When deciding on labor affairs such as compensation, benefits, training opportunities, promotion, demotion, assignment, transfer, development, tuition assistance or retirement, we will make decisions based on their capabilities, performance and work requirements, without being influenced by factors such as age, ethnicity, race, family status, ethnic background, skin color, gender, sexual orientation, religious belief, social origin, nationality, disability, pregnancy, etc., and strive to eliminate all forms of bias and discrimination.

6. We strictly prohibit any form of harassment in the workplace, including sexual harassment and other non-sexual harassment against the will of others by means of oral language, written texts, images, physical behavior, etc. We encourage employees who are victims of harassment to immediately report the situation to their superiors or the human resource department for the Company to investigate. We will investigate such reports confidentially as promptly as possible. Once the investigation is sufficient to substantiate relevant allegations, we will take appropriate corrective actions.

7. We are against corruption and bribery. All employees and units of Joincare must abide by the Anti-Corruption and Anti-Commercial Bribery System of the Company, and all clients, suppliers, service providers and contractors who have business relationship with Joincare are within the scope of application of such rules.

8. We have incorporated the principles and concepts of diversity, anti-discrimination, non-prejudice and anti-harassment into our employee training, and require all employees of Joincare to participate in such training and deeply understand the above principles and provisions of related rules.

9. Information confidentiality. Employees and relevant personnel shall strictly protect confidential information and take appropriate protective actions to ensure the security of confidential information. They shall not use, exploit, or disclose confidential information in any way without our prior written consent or unless it is within the scope of legitimate performance of their job duties. Even within the Company, the circulation of confidential information shall be limited to “what is necessary for fulfilling one’s duties”. Such obligation of confidentiality does not terminate upon an employee’s departure or the termination of cooperation with relevant personnel.

10. Anti-money laundering. We strictly prohibit money laundering and comply with all applicable laws and regulations related to anti-money laundering.

11. Insider trading. Insider information refers to information related to the Company’s operations and finances or information that has a significant impact on the market prices of the Company’s securities and has not been officially disclosed through designated channels by regulatory agencies. We strictly prohibit insiders (those who have direct or indirect access to insider information before its public disclosure) from trading the Company’s stocks and derivatives based on insider information, disclosing insider information to external parties, or advising others to trade based on insider information. Insiders shall take necessary measures to keep the number of people privy to insider information to a minimum.

IV. Remuneration Management

1. The approval and calculation of employees’ remuneration and related benefits shall follow the principle of fairness. At the same time, employees’ remuneration shall not be lower than the minimum wage standard as stipulated in the country and region where we are located, and we shall make contributions to social insurance and housing provident fund for all employees who have entered into labor contracts with us in accordance with the law.

2. The Company has developed a remuneration system based on post value and personal competence, with orientation of performance contribution, taking into account external competitiveness and internal fairness, and aligning with the features of different job posts.

3. The Company has established a fair, transparent and motivating performance management mechanism whereby we evaluate employees on a regular basis through the performance appraisal system, and give diversified incentives and promotion opportunities based on the results of the performance appraisal.

4. Implementation of equal pay for equal work policy:

1) Post evaluation

The Company shall specify the remuneration level of the post by adopting several methods such as post analysis, post description and post evaluation, and set corresponding remuneration standards according to the remuneration level of the post.

2) Components of remuneration

The remuneration of the Company's employees consists of basic salary, performance-based bonus, annual bonus, welfare, etc. In particular, the basic salary is the main component of the employee's remuneration, and the other components are reviewed according to, among other factors, the employee's performance and post.

3) Performance appraisal

The Company shall evaluate the performance of employees by setting goals, appraisal standards and appraisal cycles. The level of remuneration of employees shall be commensurate with the level of their performance.

4) Remuneration adjustments

The Company shall review the remuneration of employees according to economic conditions, level of remuneration in the market, employees’ performance and other factors to ensure that the remuneration level of employees is reasonable and appropriate.

5) Confidentiality of remuneration

The Company shall require employees to keep the Company's remuneration confidential to avoid disputes and conflicts among employees due to remuneration issues.

6) Violation penalties

It shall be implemented with reference with “Ⅶ. Handling of Violations”.

V. Prohibition of Conflicts of Interest

1. The principles of the Company prohibit conflicts of interest. A conflict of interest occurs when an employee’s personal interest or behavior has an adverse effect on the Company’s interests.

2. Whenever an employee encounters a conflict between the interests of the Company and his/her personal interests in the work, he/she shall promptly report the conflict to his/her manager in charge or the relevant department and voluntarily apply for recusation.

3. Employees shall report in a timely manner any behavior that may lead to conflicts with the Company’s interests, including but not limited to:

1) having a significant ownership interest or financial arrangement with any supplier, customer, business partner, or competitor of the Company;

2) having a consultative or employment relationship with any supplier, customer, business partner, or competitor of the Company;

3) having direct business with an economic entity in which the employee himself/herself or his/her close family members have material interests;

4) utilizing assets, intellectual property, or other resources of the Company for personal interests;

5) accepting any gifts, discounts, or rewards of expensive value from individuals or economic entities seeking business cooperation with the Company;

6) any other behavior that affects the integrity of his/her duties and damages the Company’s interests and image.

VI. Fair Competition

1. We strictly comply with all applicable fair competition and antitrust-related laws and regulations and company policies by upholding the fair competition principle, adhering to the principle of conducting business with honesty and ethics, and being committed to competing fairly and aggressively in a free marketplace so that our customers can maximize their choice of products and services at a competitive price.

2. Each employee shall work to remain fair in his/her dealings with the customers, suppliers, competitors, and employees of the Company. Employees are prohibited from taking unfair advantage of any person for misrepresentation of material facts through manipulation, concealment, misuse of confidential information, or any other unfair means.

Ⅶ. Handling of violations

1. We will give our best effort to identify behaviors that do not comply with the provisions of the Code, and will commit to make every effort to prevent such behaviors from occurring. To this end, we encourage Relevant Persons to report violations of the Code to their superiors or the human resource department as promptly as possible so that the Company can investigate and tackle them to reduce the occurrence of such violations in the future. For details of whistleblowing procedures and channels, please refer to the Policy on Complaints, Whistleblowing and Whistleblower Protection of the Company.

2. We will investigate the violations of the Code as promptly as possible and take necessary measures to protect the legitimate rights and interests of Relevant Persons who report and complain in good faith; those who deliberately fabricate facts and make false charges or frame-ups under the pretext of reporting or complaining will be dealt with seriously in accordance with relevant regulations, and shall be transferred to judicial organs for handling, if the action constitutes a crime.

3. Once the investigation is sufficient to prove that there is a violation of the Code, we will impose appropriate penalties and take corrective measures, including but not limited to the termination of labor contracts and commercial contracts. Those whose actions are suspected of constituting a crime shall be transferred to judicial organs for handling.

4. Correction or disciplinary punishment action to be taken in the event of discrimination or harassment (Disciplinary punishment is a kind of condemnation or correction action against the misconduct, violation or underperformance of employees. Different forms of disciplinary punishment can be taken based on the severity of cases, and such forms include verbal warnings, written warnings, review or assessment of poor performance, demotion or pay cut and dismissal).

Ⅷ. Miscellaneous

1. Matters not covered in the Code shall be executed in accordance with relevant national and local laws and regulations.
2. The Code has been considered and approved by the Sustainable Development Committee of the Board.
3. We reserve the right to amend, modify, or abrogate the Code at any time and for any reason. We will regularly review and amend the Code when necessary. The latest version of the Code is disclosed on the Company’s website (https://www.joincare.com) and we will notify employees of any updates to the Code promptly.

Joincare Pharmaceutical Group Industry Co., Ltd.

27 August 2024