Anti-corruption and anti-commercial bribery system of Joincare Pharmaceutical Group Co., Ltd. (revised version)
Joincare Pharmaceutical Group Anti-Corruption and Anti-Commercial Bribery System
Joincare Pharmaceutical Group Co., Ltd.
Anti-corruption and anti-commercial bribery system
(Revised by the 13th meeting of the 9th Board of Directors on October 24, 2025)
Chapter 1 General Provisions
Article 1 In order to prevent corruption in production and operation management, effectively carry out anti-commercial bribery and anti-corruption work, strengthen internal control of the group, strengthen system supervision and anti-corruption, strengthen supervision of personnel in key and key positions, ensure long-term effectiveness of anti-corruption and anti-commercial bribery, and prevent the occurrence of various violations of laws and disciplines and other improper behaviors, this system is formulated.
Article 2 This system applies to the group headquarters and all its wholly-owned enterprises, holding companies and branches (hereinafter collectively referred to as the "Group").
Article 3 All production, operation and management activities or external liaison activities of the group shall strictly abide by this system. Activities in this Regulation include, but are not limited to, contact with government departments, negotiating orders with customer representatives, procurement of raw materials, engineering construction, product sales, equipment procurement and maintenance and other economic activities.
Article 4 All customers, suppliers, service providers and contractors who have business dealings with the Group are within the scope of this system.
Chapter 2 Responsibilities
Article 5 The Group Risk Management Department is the group’s anti-corruption and anti-commercial bribery supervision and management department.
Article 6 The main responsibilities of the supervision and management department:
(1) Carry out the group’s anti-corruption and anti-commercial bribery work in compliance with relevant national policies, laws, regulations and group rules and regulations;
(2) Strengthen the management and supervision of the integrity of staff in important positions and important links, prevent and control at the source, address both the symptoms and root causes, improve the system, and keep true records of the integrity of staff in important positions and important links;
(3) Fully sign the "Anti-Corruption and Anti-Commercial Bribery Commitment" for staff in important positions and important links, and sign the "Anti-Commercial Bribery Agreement" for customers, suppliers, service providers, contractors and other cooperative third parties with whom the group has business dealings, and track, supervise and inspect the implementation of the commitment letter.
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Joincare Pharmaceutical Group Anti-Corruption and Anti-Commercial Bribery System
Chapter 3 Procedures
Article 7 Explanation on corruption and commercial bribery in this system:
(1) Violating legal provisions, for the purpose of obtaining business transaction opportunities or improper benefits, giving kickbacks, promotion fees, publicity fees, labor fees or reimbursement of various expenses outside of normal transactions, or directly or indirectly giving or accepting cash, in-kind and other benefits in various names such as providing domestic and overseas travel;
(2) Taking advantage of his position to take the group's property as his own, or misappropriating the group's assets for personal or other use.
Article 8 Specific measures against corruption and commercial bribery:
(1) Organize company executives to solemnly swear the "Company Executive Integrity Pledge"; staff in important positions and important links shall implement a commitment system to prevent corruption and commercial bribery, and staff in important positions and important links must sign the "Anti-Corruption and Anti-Commercial Bribery Commitment" with the group; all employees shall receive anti-corruption and anti-commercial bribery training.
(2) When customers, suppliers, service providers, and contractors with whom the group has business dealings sign contracts or submit bids with the group, they must require contract signers and bidders to comply with this system and sign an "Anti-Commercial Bribery Agreement";
(3) Establish a leading organization to combat corruption and commercial bribery, and carry out long-term anti-corruption and anti-commercial bribery work;
(4) The Group Risk Management Department should regularly conduct investigations and studies to understand the characteristics and patterns of corruption and commercial bribery, conduct investigations in prevention aspects such as systems, education, and supervision, propose specific countermeasures and measures, and promptly resolve tendencies and emerging problems;
(5) Any disciplinary and violation issues discovered by various departments of the group in the prevention of corruption and commercial bribery must be promptly stopped, handled promptly, and reported to the supervisory and management departments, and those suspected of committing crimes must be transferred to the judicial authorities for handling;
(6) All departments of the group should strengthen the management of staff in important positions and important links, and use the implementation of the "Anti-Corruption and Anti-Commercial Bribery Commitment" as an important part of the group's assessment and inspection as well as an important basis for appointment and removal;
(7) Corruption and commercial bribery that are verified to be true shall be punished in accordance with the seriousness of the circumstances and in accordance with the rules and regulations of the group. If the circumstances are serious, the labor relationship shall be terminated and losses caused to the group shall be recovered in accordance with the law. If they are suspected of constituting a crime, they shall be transferred to judicial authorities for handling;
(8) Units and their employees that have business dealings with the group violate the commitments stipulated in this system and cancel their suppliers, service providers, agents, dealers and various bidding qualifications. If they are suspected of constituting a crime, they will be transferred to judicial authorities for processing;
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Joincare Pharmaceutical Group Anti-Corruption and Anti-Commercial Bribery System
(9) Verify reports and complaints that are true, and provide certain material rewards to complainants in accordance with the group's rules and regulations, which can also be used as a basis for promotion and salary increases.
Article 9 The following behaviors are prohibited in all production and operation management of the group:
(1) Giving or accepting cash, items or other gifts to relevant units and relevant personnel in violation of group regulations;
(2) In the name of charitable donations, sponsorships or political donations, obtaining transactions, providing service opportunities, preferential conditions and other economic benefits by giving property or other things.
(3) Giving or accepting commercial sponsorship, travel and other activities that violate the principle of fair competition;
(4) Giving or accepting membership cards (vouchers), consumption cards (vouchers), shopping cards (vouchers) and other types of securities;
(5) Provide houses, cars and other valuable items to relevant parties for use, or accept houses, cars and other valuable items from related parties;
(6) Giving or accepting various improper shares or bonuses;
(7) Giving or receiving property under the guise of publicity fees, promotion fees, advertising fees, training fees, consulting fees, consulting fees, technical service fees, scientific research fees, clinical fees, etc. to convey or obtain benefits;
(8) Giving or receiving property through gambling or other methods to convey or obtain benefits;
(9) Taking advantage of the position to take possession of the group’s property;
(10) Taking advantage of his position to misappropriate funds for his own use or lend them to others for use;
(11) Violations of national laws, regulations and the group’s rules and regulations.
Article 10 Reporting and Complaint Methods
(1) The Group encourages employees at all levels and units with business dealings to report and expose various types of corruption to the Group;
(2) During the process of accepting and investigating various types of reports, the group will strictly keep confidential the name, department, company name and other information of the whistleblower, and strictly prohibit leaking it to the person being reported or the unit where the whistleblower belongs; those who leak the whistleblower's information in violation of regulations or take retaliation against the whistleblower will be dismissed from their posts and their labor contracts will be terminated. Those who violate the law will be transferred to judicial organs for handling according to law;
(3) After receiving reports and complaints, the Group Risk Management Department should immediately register and file and conduct investigations in accordance with the management authority of this system. If the person being reported is a senior management member of the Group, the report will be transferred to the chairman of the board and submitted to the Board of Directors and the Audit Committee if necessary; if a real-name report is made, regardless of whether the case is filed for investigation, the Group Risk Management Department should feedback the results to the whistleblower;
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Joincare Pharmaceutical Group Anti-Corruption and Anti-Commercial Bribery System
(4) Telephone number and email address for reporting complaints:
Report and complaint hotline: 0755-86252316; 0755-26980226
Report and complaint email: [email protected]
Report and complaint address: Risk Management Department, Joincare Yuan Pharmaceutical Group Building, No. 17-2, Langshan Road, Nanshan District, Shenzhen City, Guangdong Province
Chapter 4 Supplementary Provisions
Article 11 This system will take effect and be implemented from the date it is reviewed and approved by the company's board of directors.
Article 12 Matters not covered in this system shall be subject to the provisions of relevant laws, administrative regulations, normative documents and the company's articles of association.
Article 13 The right to interpret this system belongs to the company's board of directors.
Joincare Pharmaceutical Group Co., Ltd. October 24, 2025
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