I. Purpose

The Code of Business Ethics is hereby issued by Onewo Inc. ( “Onewo”, “the Company”) in order to help stakeholders understand the code of conduct to be observed in the Company’s business activities, and foster a business climate and partnership featuring integrity & honesty and mutual prosperity.

II. Applicable Scope

This Policy shall apply to Onewo’s all employees and other service providers (including contractors and part-time employees) as well as business partners including contractors/suppliers and partners.

III. Governance Structure and Mechanism

Onewo has developed an effective integrity management structure, and the Board of Directors oversees the Company’s business ethics management.

Onewo Audit Committee: continuously oversees design of the Group’s risk management and internal control systems, guiding and coordinating internal audits, other related matters, etc., and evaluates effectiveness of the Group’s risk management and internal controls by reviewing the inspection report on the effectiveness of risk management and internal controls issued by the Group annually.

Anti-corruption Centre: serving as the Company’s investigative arm, tasked with managing, implementing, and overseeing investigation into, grading, and handling of all misconduct and disciplinary cases within the organisation, and receiving reports on any Onewo employee’s irregularities, malfeasance, or wrongdoing. The Anti-corruption Centre performs integrity monitoring function independently and reports significant matters to the Audit Committee. Pertinent business units collaborate in collecting fraud leads, compiling them, and forwarding them to the Anti-corruption Centre, which incorporates them into the Company’s internal integrity review and rectification process.

IV. Business Ethics Management Measures

1. Anti-monopoly and anti-unfair competition

Onewo undertakes to constantly comply with applicable laws and regulations concerning anti-monopoly and anti-unfair competition, adhere to compliance operations, strengthen risk monitoring and self-oversight, ensure no monopoly, fraud or unfair competition in the Company’s operations, and prohibit occurrence of, or involvement in, market price manipulation, production and supply restriction, collusive bidding, etc., as well as abuse of market dominance, and exchange of sensitive information affecting competition with competitors and other acts of unfair competition affecting fair competition.

2. Anti-bribery and anti-corruption

Adhering to the code of conduct of “observing professional ethics and professional integrity, practicing with integrity”, Onewo aims to eliminate all forms of corruption, including but not limited to bribe-taking, bribe-offering, embezzlement, disseizing, extortion, insider trading and money laundering. The Company ensures that all employees comply with the Anti-corruption Policy and related codes of conduct and norms, and takes resolute countermeasures against corrupt practices that push against the bottom line, such as malpractices, fraud, bribe-offering, bribe-taking, data privacy infringement and information leak, by employees or units of the Company, and upholds anti-corruption initiatives to create a clean corporate environment; vigorously controls conflicts of interest within the scope of its business, and accurately identifies scenarios involving conflicts of interest to mitigate corruption risks. For more details, please refer to the Anti-corruption Policy developed by the Company.

Meanwhile, Onewo will work with suppliers to jointly promote, develop, and maintain a set of effective anti-corruption policies and programmes, and clearly define expectations for and prohibitions on business activities of both parties by executing the Anti-corruption Cooperation Agreement, the Integrity Pledge, and the Supplier’s Declaration. For more details, please refer to the Sustainable Supply Chain Policy developed by Onewo. For more details, please refer to the Sustainable Supply Chain Policy developed by the Company.

Definition of corruption and bribery: Corruption and bribery encompass offering, promising, giving, accepting, or soliciting of bribes as an economic or other inducement or reward for an illegal or unethical act, a breach of trust, or any improper behaviour. Bribes can be in the forms of money, gifts, loans, expenses, entertainment, services, discounts, contract offers, or any other facilitation and benefits.

Definition of conflicts of interest: It refers to the circumstance that, during the duty performance of an employee, the interest of the company, client or investors represented by his/her post may conflicts with his/her personal interest, which may detriment the interest of the company, client or investors.

3. Anti-money Laundering

The Company strictly abides by the applicable laws and regulations related to anti-money laundering. Any abnormal transaction or suspected money laundering activity identified shall be immediately reported to the relevant departments according to required procedures, and stopped by taking corresponding measures. Money laundering behaviours in any form are prohibited.

4. Whistleblowing System

Onewo deeply implements the corporate culture of simplicity, openness and transparency, and sets up whistleblowing channels such as mail, e-mail and corporate WeChat account to encourage the Company’s employees, clients, suppliers, contractors and other related personnel to report any potential irregularities, malfeasance and frauds through open whistleblowing channels. The Company endorses and accommodates both named and anonymous reports and treats each report with strict confidentiality. The Company respects the whistleblowers, protects the whistleblowers’ claims and maintains their confidentiality when handling reporting, and will only disclose information after obtaining the consent of the whistleblowers. The Company will impose stricter penalties on those engaging in retaliation, intimidation, or threats against whistleblowers, witnesses, and investigators. For more details, please refer to the Company’s Whistleblowing Policy--Procedures for Handling Reporting May Be Misconduct.

5. Culture Building for Ethical Standards

Onewo regularly provides trainings on ethical standards to all employees and other service providers (including contractors and part-time employees), as well as contractors and suppliers. Additionally, Onewo improves the ethical awareness of all employees through the abundant integrity-related courses on its online Lexue platform and the offline Integrity Visits. All employees are required to sign the Integrity Pledge, take Integrity Assessments, and conduct potential conflicts of interest declaration.

Onewo takes a “Zero Tolerance” attitude to corruption, money laundering and other violations of business ethics. The Company links compliance and ethical standards to employees’ remuneration and performance appraisal system. Any employee who receives any administrative punishment due to business ethics issues will enter into an administrative restriction period from the issuing date of the punishment circular based on his/her post rank and punishment type. Employees within the restriction period shall not participate in merit evaluation, job competition, promotion, and salary adjustment, and can only get restricted results of performance appraisal within the period. Application for handling of individual cases shall be submitted to Onewo’s HR Decision-making Committee.

6. Audit

The Company accepts audits implemented by independent third parties regarding its code of conduct and implementation mechanism related to compliance, as well as risks in business ethics. The Company implements internal audits to improve its internal governance, which are carried out regularly with regard to the governance framework, business procedures, internal control, and compliance management. The internal audits also involve the anti-corruption policy and ethical standards and cover all locations in every three years.

V. Review and Revision

The Company will review and update this Policy from time to time or at least once a year in accordance with changes in China’s laws and regulations, actual operations of the Company, and results of performance appraisal.

Onewo Inc.

December, 2024

Code of Business Ethics.pdf