Code of Corporate Governance

Code of Conduct for Members of Board of Directors

I. General Principles
Directors must act with integrity, honesty, in good faith, and with professional competence, for the benefit of the company and its shareholders. They must comply with all laws and regulations, and ensure their actions do not harm the company's reputation.

II. Specific Duties and Responsibilities

1. Integrity and Track Record: Directors must have a clean record, with no convictions, misconduct, suspensions, or involvement in mismanagement, fraud, money laundering, or insolvency.
2. Competence and Capability: Directors must be qualified and experienced to achieve company objectives, perform their roles, evaluate targets, complete acquisitions, and manage the merged entity.
3. Conflicts of Interest: Directors must disclose and abstain from participating in matters where they have conflicts of interest, and ensure related-party transactions are fair.
4. Confidentiality: Directors must maintain confidentiality of information.
5. Disclosure and Reporting: Directors must ensure full, accurate, and timely disclosure of all material information.
6. Compliance: Directors must ensure the company complies with all laws and maintains proper records.

III. Enforcement
Violations of this Code may result in disciplinary action, including removal.

IV. Amendments
This Code may be amended by the board, as per regulations.