Ethical Management and Prevention of Insider Trading

Ethical Corporate Policy

To implement ethical management policy, the Company has established “Ethical Corporate Management Best Practice Principles”, “Codes of Ethical Conduct” and “Operating Procedures for Handling Internal Material Information and Preventing Insider Trading”. Dedicated units report the state of implementation to the Board of Directors at least once per year, and the relevant regulations are continuously modified and promoted according to regulatory updates. In 2022, the dedicated units conducted ethical management promotion and training for 706 people (about 117.7 hours ), and reported the implementation status to the Board of Directors on December 2, 2022.

I. Dedicated Unit for Promoting Ethical Management:

The original dedicated unit for promoting ethical management was the General Manager Office. To fully integrate the planning and promotion of the various activities of corporate governance, the Company appoints the CFO, Alice Wang, as the Chief Corporate Governance Officer, responsible for coordinating the various corporate governance activities. The dedicated unit for ethical management is incorporated into the scope of duties of the corporate governance unit, where the Chief Corporate Governance Officer will lead the dedicated personnel from the various departments responsible for ethical management promotion.

II. Scope of duties and powers

• Assisting in incorporating ethics and moral values into the Company’s business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.
• Analyzing and assessing the risks of unethical conduct within the business scope on a regular basis and accordingly adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the Company’s operations and business.
• Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.
• Promoting and coordinating awareness and educational activities with respect to ethics policy.
• Developing a whistle-blowing system and ensuring its operating effectiveness.
• Assisting the Board of Directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.

III. Employee training and regulatory advocacy

Through new employee training and regulatory advocacy from time to time, the Company aims to convey the corporate philosophy of ethical management to all employees, and the training and campaign of ethical management in 2022 are as follows:

Unit: Number of people; hours

Corporate Governance Best Practice Principles

Bora Pharmaceuticals firmly believes that sustainable management and continued success in business depends on the trust and confidence we receive from our employees, clients, and shareholders. We abide by our commitments as well as ethical and honest practices to maintain mutual trust with our stakeholders, achieve joint growth and sustainable management alongside our partners, and adhere to our Ethical Corporate Management Best Practice Principles and ethical business norms.

Our Ethical Corporate Management Best Practice Principles encompass our entire Group as well as foundations with directly or indirectly donated funds exceeding 50%. When conducting business with internal stakeholders, Bora Pharmaceuticals is not allowed to directly or indirectly accept any improper benefits; engage in unethical behaviors that involve ethical, legal, or fiduciary duty violations; or be involved in other unethical behaviors to obtain or maintain benefits.

Prevention of Insider Trading

1. The Company conducts insider trading prevention training for directors and employees at least annually. For 2022, the Company’s Board Members and Corporate Governance Officer acquired educational credit for the Company’s insider trading prevention training. The Company also conducted the training for managers and employees. Summarized training are as follows: total 7,060 minutes, topics include a promotional video from the local government, a presentation and related regulations. Information is uploaded to intranet for employees.
2. The Company revise the “Procedures for Handling Material Inside Information” in accordance to local regulation, and approved it on November 14, 2022. The revised procedure has been uploaded to the intranet and the Company’s website for employees and stakeholders.
3. On December 2, 2022, the Company’s Board approved to revise the “Corporate Governance Best Practice Principles” to strengthen the management of insider trading prevention and add “Close period for stock trading: 30 days for annual financial statement and 15 days for quarter financial statement”. The Company will send the close period notification email to directors and insiders.