WHISTLEBLOWING POLICY – PROCEDURES FOR REPORTING POSSIBLE IMPROPRIETIES

I. Objective

CK Life Sciences Int’l., (Holdings) Inc. (the “Company”) and its subsidiaries (collectively, the “Group”) are committed to achieving and maintaining the highest standards of openness, probity and accountability. In line with this commitment, the Company expects and encourages employees of the Group and those who deal with the Group (e.g. customers, suppliers, creditors and debtors) to report to the Company any suspected impropriety, misconduct or malpractice within the Group. These Policy and procedures aim to provide reporting channels and guidance on reporting possible improprieties in matters relating to the Group, and reassurance to the reporting person or entity (the “Reporter”) of the protection that the Group will extend to them against dismissal, victimisation or any form of retaliation for any genuine and good faith reports made under this Policy.

II. SCOPE

This Policy applies to all employees of the Group as well as independent third parties who deal with the Group.

Whilst it is impossible to provide an exhaustive list of the activities that constitute impropriety, misconduct or malpractice, this Policy is intended to cover serious concerns that could have an impact on the Group, which include but not limited to:

(a) criminal offences;

(b) breach of legal or regulatory requirements;

(c) miscarriage of justice;

(d) malpractice, impropriety or fraud in financial reporting, internal control or other financial matters of the Group;

(e) breach of rules, policies or internal controls of the Group;

(f) endangerment of the health and safety of an individual;

(g) discrimination or harassment;

(h) damage caused to the environment;

(i) professional, ethical or other malpractices or wrongdoings;

(j) improper conduct or unethical behaviour likely to prejudice the standing of the Group; and

(k) deliberate concealment of any of the above.

III. PROTECTION

In making a report, the Reporter should exercise due care to ensure the accuracy of the information.

The Reporter making appropriate reports under this Policy is assured of protection against dismissal, victimisation or any form of retaliation for any genuine and good faith reports under this Policy, even if the reports are subsequently proved to be incorrect or unsubstantiated. Harassment of, victimisation of or retaliation against a genuine reporter will not be tolerated and will be treated as gross misconduct, which if proven, may result in dismissal.

IV. CONFIDENTIALITY

Each report will be treated as confidential. The identity of the Reporter will not be divulged save with such Reporter’s consent or where:

(a) in the opinion of the Audit Committee of the Company (the “Audit Committee”), it is material to the investigation or in the interest of the Company to disclose the identity;

(b) the report is frivolous or is lodged in bad faith with malicious or mischievous intent or in abuse of this Policy;

(c) it is required to be disclosed in compliance with any applicable law or regulation, by any relevant governmental or regulatory authority including The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), or by the order or directive of any court having jurisdiction over the Company; or

(d) the report and the identity of the Reporter are already public knowledge.

V. PROCEDURES

Making a report

(a) A report may be made in person, in writing and/or by post to the Audit Committee at 7/F., Cheung Kong Center, 2 Queen’s Road Central, Hong Kong (via the Company Secretary) or by email to the Audit Committee (via the Company Secretarial Department at whistleblower@ck-lifesciences.com). The Chairman of the Audit Committee shall determine the course of action to pursue, with power to delegate, with respect to the report;

(b) A report can be made by using the standard form (Whistleblowing Report Form) attached as Annex 1 to this Policy which may be sent by post or by email to the Audit Committee as mentioned above;

(c) All written reports by post shall be sent in a sealed envelope clearly marked “Strictly Private and Confidential – To be Opened by Addressee” and addressed to the Chairman – Audit Committee of the Company to ensure confidentiality;

(d) Each Reporter is required to provide details of improprieties (including relevant incident(s), behaviour, activity or activities, name(s), date(s), place(s) and any other relevant information) on the report together with any supporting evidences; and

(e) The Company recognises that the Reporter may, in certain circumstances, wish to file a report anonymously. Accordingly, details of the Reporter (including name, department/business  unit,  company,  contact  number,  relationship  with  the complainee, address or email address) are not required but are encouraged to be provided so as to facilitate the investigation and such details will be kept in the strictest confidence.

Investigation procedures

The format and length of an investigation will vary depending upon the nature and particular circumstances of each report made. Where appropriate, the reports raised may:

(a) be investigated internally by the Audit Committee or if determined by the Chairman of the Audit Committee, the Company Secretary, the internal audit department, the human resources department or other departments of the Company;

(b) be referred to the external auditor as instructed by the Chairman of the Audit Committee;

(c) be referred to the relevant public or regulatory bodies as instructed by the Chairman of the Audit Committee; and/or

(d) form the subject of any other actions as the Chairman of the Audit Committee may determine in the best interest of the Group.

The Chairman of the Audit Committee will, or via the Company Secretary or the internal audit department or the human resources department or other departments of the Company (as the Chairman determines appropriate), respond to the Reporter, if contactable, as soon as practicable upon receipt of the report:

1. acknowledging receipt of the report;
2. advising the Reporter as to whether or not the matter will be investigated further and, as appropriate, the actions taken or being taken or the reasons for no investigation being made;
3. where practicable, giving an estimate of the timeline for the investigation and final response; and
4. indicating if any remedial or legal action is or is to be taken.