Code of Conduct

MICROPORT CRM

Dear Colleagues,

Welcome to our Code of Conduct. It has been designed to help every one of us make the right decisions

and remain true to our core values and business principles. Our motto “Eyes for greatness, Hands on

details”, applies as well as to how MicroPort

conducts business. There are eight elements of our core

values: Quality, Integrity, Accountability, Efficiency, Innovation, Aspiration, Dedication and

Collaboration. Integrity is one of the core values at the very heart of our company. MicroPort

requires

uncompromising integrity from every employee, regardless of the situation or parties involved. As

ambassadors of our company, we have a responsibility to ourselves and the patients that our products

directly impact, to live and conduct ourselves with uncompromising integrity at all times. Doing the right

thing is not negotiable. This requires not only compliance with numerous laws and regulations, but also

recognition of the expectations and aspirations of a variety of stakeholders. Companies must not just

proclaim the highest standards; they must live them every day. The Code of Conduct is supposed to help

employees around the world understand and follow the policies and procedures, so that we can

compete ethically and fairly in all circumstances. A personal commitment to ethics and compliance is

something over which we each have absolute control. See the Code as your guide, helping you to refresh

your knowledge and giving you sound advice. Anything less than 100% compliance undermines our

performance and risks high costs that may impact our earnings as well as our reputation.

Please contact the Compliance Function or your manager on any concern related to the Code of Conduct,

in particular to help you make any sensitive decisions that may arise in the course of your work.

Thank you for your commitment to ethics and compliance.

Sincerely,

Table of contents

1. COMPLIANCE MISSION STATEMENT

2. WHO MUST FOLLOW THE CODE?

3. EMPLOYEE RELATIONS AND NON-DISCRIMINATION

4. HEALTH AND SAFETY

5. CONFLICTS OF INTEREST

6. CORPORATE OPPORTUNITIES

7. PROPER USE OF COMPANY ASSETS

8. CONFIDENTIALTY

9. INSIDER TRADING

10. FAIR DEALING

11. GIFTS AND HOSPITALITY

12. HEALTH CARE PROFESSIONALS

13. GOVERNMENTAL AFFAIRS AND POLITICAL CONTRIBUTIONS

14. ENVIRONMENTAL POLICY

15. COMPANY RECORDS

16. PUBLIC FILINGS AND COMMUNICATIONS

17. GOVERNMENT INVESTGATIONS

18. VOICE YOUR CONCERN- REPORTING ANY UNETHICAL BEHAVIOR

19. HOW CAN A VIOLATION BE REPORTED

20. NO RIGHTS CREATED

Compliance Mission Statement

MicroPort CRM is committed to maintaining the highest standards of ethical conduct and to strictly comply

with the guidelines, rules, and regulations that govern our business practices. Our corporate responsibility

drives the core values of integrity, ethical behavior, professionalism, and trustworthiness, allows us to

demonstrate our commitment to compliance excellence and exemplary corporate citizenship.

Our Code establishes the basic principles of conduct that everyone at MicroPort CRM must follow. It

reflects our commitment to one another, to our business and to our communities. This Code is a compass

to guide our decisions and, in particular, to help us to do the right thing when difficult situations arise.

We are a global company doing business across the world. We always comply with the law, but, if we want

to be trusted and respected, we need to do more. We need to operate with the highest ethical standards

and put them into practice every day, in everything we do, and everywhere we do business. Despite the

challenges and difficulties that we might face in our daily work, we must always do the right thing.

Everyone at MicroPort CRM must follow the Code. Failure to do so will put MicroPort CRM and our people

at risk. If you have any questions or concerns regarding the Code, please share them. Raise your concern.

The Code will explain how you can do so. MicroPort CRM`s success and reputation depend on each of us.

We all have the opportunity and responsibility to protect and maintain our ethic.

At MicroPort CRM, we live with integrity. We always do what is right.

Our Code is built on basic principles of conduct that give us the guidance and support we need to conduct

business in compliance with the law and internal rules. It is about “living integrity” and acting in a

trustworthy manner toward our business partners.

Being part of MicroPort CRM means being committed to the Code. Not following the code is considered

misconduct and may result in disciplinary action or sanctions under labor law (including dismissal) and

other legal sanctions. Particularly strict standards will be applied when assessing the conduct of line

managers and board members.

Who must follow the code?

Everyone at MicroPort CRM must follow the Code.

The Code applies to all employees (full-time, part-time, and temporary), executive officers, members of

the Board of Directors, independent contractors, consultants, sales agents, distributors, distributors’

employees, sub-distributors and all others performing services on behalf of the Company; the Code refers

to any person in one of these categories as a “Company Representative”.

If you are a manager or a board member you have additional responsibilities under the Code.

DOs

Lead with integrity.

Ensure that your team members are familiar with the Code and support them with any question

or concern they might have.

Ensure that your team members participate in the compliance trainings.

Encourage them to voice their concerns.

Support any corporate compliance activity.

For avoidance of doubt, we must always comply with all legal requirements. However, where our Code

sets a higher standard than applicable laws, we adhere to the Code.

In cases of doubt, please contact Compliance.

Employee relations and non-discrimination

At MicroPort CRM, we celebrate diversity because we understand that it is the key to our success. We

would like to have a corporate culture in place that attracts people internally and externally to work for

MicroPort CRM and support the company today and in the future.

We see diversity as a long-term goal that can only be achieved if top down commitment and engagement

is ensured and expected improvements described and measured on a yearly basis. We provide equal

treatment without regard to gender, sexual orientation, race, religion, age, marital status, pregnancy,

disability, national origin or any other basis prohibited by law.

We have zero tolerance for discrimination, harassment, mobbing or intimidation in any form, whether it

be physical, verbal or non-verbal. This can include offensive remarks, jokes, insults as well as other visual,

non-visual, graphic, electronic or physical conduct that could create an offensive, intimidating or hostile

work environment. Sexual harassment can occur between members of the same or opposite sex and

includes any unwelcome sexual advance, request for sexual favors or other obvious or subtle conduct of a

sexual nature.

DOs

Value diversity.

Treat others the way you want to be treated.

If you experience or become aware of any discriminatory behavior, consult your manager or

report it to Human Resources.

DON’Ts

Discriminate.

Acts or threats of harm or violence.

Use disrespectful language toward another person’s race, religion, sexual orientation

Health & Safety

MicroPort CRM is committed to safeguarding the health and safety of its employees by eliminating hazards

from the workplace and complying with all applicable occupational safety and health laws. All employees

are responsible for reporting unsafe work conditions, threats and actions or situations - including those

relating to vendors or customers - that have the potential for workplace violence.

The Company also recognizes its obligation as a corporate citizen to carry out all of its activities in ways to

preserve and promote a clean, safe, and healthy environment. We continuously seek ways to ensure that

our business activities meet or exceed applicable environmental standards. The consequences of failure

to adhere to environmental policies can be serious for the Company and the individuals involved, as well

as the Company’s workforce and the communities in which we operate and live.

DOs

Report to your manager immediately, if you learn that a risk of injury to health or to the

environment might be present.

Conflicts of Interest

We make all business decisions based on what is in MicroPort CRM’s best interest.

Any situation in which your personal interest or relationship interferes, or might interfere, in any way with

MicroPort CRM´s interests is considered to be a conflict of interest and must be avoided. Some examples

include:

when an employee, officer, or director takes actions or has interests that may make it difficult to

perform his or her work objectively and effectively;

when an employee, officer or director, or a member of his or her family or household, receives

improper personal benefits as a result of his or her position in the Company.

when doing business with spouses, partners, relatives or friends.

DOs

Disclose any personal situation that creates or appears to create a conflict of interest to

Compliance or Human Resources.

Remember that you must not act on behalf of MicroPort CRM if the transaction involves your

spouse, partner, relatives or close friends.

Bring it to the attention of your supervisor, manager or other appropriate personnel if you

become aware of a conflict or potential conflict.

DON’Ts

Work simultaneously for a competitor, customer or supplier.

Work for a competitor as a consultant or board member.

A conflict of interest may arise when an employee, officer or director is also a major shareholder or has a

material interest in a company or organization doing business with the Company. The best policy is to

avoid any direct or indirect business connection with the Company’s customers, suppliers or competitors,

except on the Company’s behalf.

Corporate Opportunities

Employees and directors of the Company owe a duty to the Company to advance its legitimate interest

when the opportunity to do so arises. This can be the case when you use company information, company

property in for your personal and not the company’s interest.

If there is any doubt as to the appropriateness, consult Compliance, Human Resources or your

Manager.

DON’Ts

Compete in any way with the Company.

Take for yourself opportunities that are discovered through the use of corporate property,

information, or position.

Use corporate properties, information, or positions for your personal gain.

Proper use of Company Assets

All Employees should protect Company’s assets and ensure their efficient use. Theft, carelessness and

waste have a direct impact on the Company’s profitability. All Company assets should be used for

legitimate business purposes. Company assets and equipment should only be used for Company business,

although incidental personal use of assets may be permitted in some circumstances.

We are expected to use MicroPort CRM’s assets and resources only for legitimate business and to

safeguard them from harm, attack, theft, loss or abuse.

DOs

Take all reasonable steps to protect company assets. Report any abuse or misappropriation.

When spending MicroPort CRM´s money, make sure that you are always responsible and that

you act in MicroPort CRM´s best interest.

Comply with MicroPort CRM´s policies on travel and expenses.

Operate your physical assets safely, responsibly and in compliance with all applicable laws and

regulations.

DON’Ts

Use company assets for personal gain.

Damage, misuse or misappropriate the assets of others.

Accept, disclose or use information gained in breach of a confidentiality agreement.

Install on company mobiles or laptops applications or softwares not approved by IT.

Confidentiality

Confidential information includes all non-public information that if disclosed might be of use to

competitors, or harmful to the Company or its customers. Confidential information also includes all non-

public information that is learned about the Company’s suppliers and customers that is not in the public

domain. The obligation to preserve confidential information shall continue even after employment or

agency with the Company ends. Any documents, papers, records, or other tangible items that contain

trade secrets or proprietary information are the property of the Company.

DOs

Make sure that you do not disclose confidential information; you may be subject to civil and

criminal claims and liabilities.

Consult Compliance or your Manager, if there is any doubt as to the appropriateness.

DON’Ts

Disclose information entrusted to you by the Company or customers, except when disclosure is

authorized or legally mandated, confidential.

Insider Trading

The Company promotes fair and sustainable securities trading, and complies with national and

international regulations governing the capital markets.

Insider trading is illegal when the material information has not been made public and has been traded on.

This is because trading on insider information is an unfair manipulation of the free market to give

preference to specific parties. It undermines general investor confidence in the integrity of the market and

can dampen economic growth.

Insider information is a non-public fact regarding the plans or conditions of a publicly traded company that

could provide a financial advantage in a securities market.

Sharing insider information about MicroPort to anyone, either inside or outside the company (“stock

tipping”), is a form of insider trading and is prohibited.

Remember, even the appearance of an improper transaction must be always avoided.

DOs

Keep inside information confidential at all times (even within MircoPort CRM).

When trading securities, make sure that you are not in the possession of insider information and

observe trading-window restrictions.

For any doubt, consult Legal and Compliance.

DON’Ts

Never make any investment decisions based on insider information.

Never recommend or suggest anyone else in trading MicroPort or any other company’s shares

while in possession of insider information.

Engage in market manipulation.

Fair Dealing

Each Employee and director should endeavor to deal fairly with the Company’s customers, suppliers,

competitors and employees. None should take unfair advantage of anyone through manipulation,

concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-

dealing practice.

We are committed to competing in full compliance with all applicable competition laws (antitrust/fair

dealing). All employees, and especially those who are involved in marketing, sales and purchasing, or who

are in regular contact with competitors, must obey competition laws.

Antitrust and competition laws regulate, among other things, relations between competitors; distribution

agreements; patent, copyright and trademark licenses; territorial restrictions on resellers and licensees;

rebates and discounts to customers; and pricing policies.

In general, operations must be conducted in accordance with the principles of fair competition and in

conformance with all applicable laws and industry codes.

DOs

Contact Legal, Compliance or Human Resources: If contact with competitors is involved or if

special treatment of particular customers has been considered;

If you have any doubt as to whether a certain discussion or activity might violate the antitrust

laws.

DON’Ts

Discuss any bids, bid condition, discount, promotion or pricing information;

Agree on pricing.

Rig a bid or tender.

Allocate a market, or customers, or refuse to do business with another party.

Agree with or require a distributor or customer to resell Company products at certain prices or

condition how or to whom they resell products (with some exceptions as authorized.

Gifts and Hospitality

Corruption promotes poverty and crime, undermines confidence and increases the cost of transactions.

Corruption typically occurs through bribes and kickbacks.

We do not engage in any type of corruption, whether dealing with public officials or the private sector.

Therefore, we do not offer, promise, or give anything of value (such as money, gifts, offers of employment

or other benefits) to win business or to influence any action or for any other advantage. Bribing a public

official is a crime in all countries. We never offer anything to public Officials in exchange for a public service.

It is also prohibited to do so indirectly through a spouse, partner, relative, or friend. Intermediaries

(including any type of agents, advisors, representatives, etc.) are often used as a vehicle for corruption.

We only use intermediaries ensuring that the intermediary’s fee or commission will not be used to make

illegal payments on our behalf.

Offering or accepting gifts and hospitality is not appropriate if the intention is to improperly influence a

decision, or when doing so might create the perception of such intent.

We take care to avoid the mere appearance of any potential negative impact on our reputation.

DOs

Consult Compliance, Human Resources or your Manager if there is any doubt as to the

appropriateness.

DON’Ts

Engage in any type of corruption, whether dealing with public officials or the private sector;

Offer, promise, or give anything of value (such as money, gifts, offers of employment or other

benefits) to win business or to influence any action or for any other advantage;

Offer, provide, give, or accept a gift (or entertainment) which

is a cash gift,

is not consistent with customary business practices,

is excessive in value,

can be construed as a bribe or payoff and

does violate any laws or regulations.

Healthcare Professionals

Our relationships with Health Care Professionals (“HCPs”), including customers and consultants, are very

important to us and we are firmly committed to complying with all laws and regulations governing our

interactions with them.

HCPs are individuals or entities that are:

Involved in providing health care services and/or items to patients;

In a position to purchase, lease, recommend, use, arrange for the purchase or lease of, or prescribe

MicroPort’s products;

Direct service providers and others who may be involved in the decision to purchase, lease, or

recommend MicroPort’s products; or

Purchasing agents, physician’s practice managers, and management within group purchasing

organizations.

DOs

Consult Compliance or your Manager if there is any doubt as to the appropriateness.

DON’Ts

Engage in any conduct that unlawfully induces (or appears to unlawfully induce) anyone to

purchase, lease, recommend, use, or arrange for the purchase, lease or use of MicroPort CRM

products.

The Company may compensate HCPs for consulting services, performing research, participating on

advisory boards, or performing other bona fide services for which a legitimate need has been identified

and for which the Company pays fair market value, provided such arrangements are made in writing and

approved by the Arrangements Sub-Committee and the Legal and Compliance Departments.

The Company has adopted various voluntary industry codes relating to ethical interactions with HCPs

which include, but are not limited to, the AdvaMed Code of Ethics on Interactions with Health Care

Professionals, the EucoMed Code of Ethics and Kuala Lumpur Principles.

Governmental Affairs and Political Contributions

MicroPort CRM encourages its Company Representatives to participate in community activities, which may

be political in nature. Company funds or assets cannot be used as resources for political contributions, nor

can reimbursements be made for contributions to political parties, candidates or activities.

DOs

Participate in all political activities on personal time, not during working hours, and at personal

expense.

Make ethically sound business decisions which include identifying and managing activities that

may create a conflict of interest or facilitate an improper payment.

Only give or offer gifts that are intended for a bona fide, lawful purpose if such gifts are allowed

by local law and prevailing custom.

Discuss the legality of a gift and consult Legal and Compliance before offering or giving a gift.

DON’Ts

Use corporate funds, assets, or facilities may not be used for any improper payments such as

bribes, kickbacks, or any other payments made to any person.

Utilize personal funds to make improper payments:

With the intent to influence them to recommend, use or purchase our products;

To influence official action; or

For any other purpose that is improper or unlawful (based on local laws or ethical

standards).

Environmental Policy

MircoPort CRM is committed to conducting its business in compliance with all applicable environmental

laws and regulations in a manner that has the highest regard for the environment and safety and well-

being of Employees and the general public. We expect all Employees to do their utmost to abide by the

letter and spirit of these laws and regulations.

Company Records

MicroPort CRM’s financial transactions must be accurately recorded such that the true nature of the

transaction is evident. All accounting records must be recorded in such a manner that conforms to

applicable laws and relevant accounting principles, rules, and regulations.

DOs

Business records must be retained in accordance with the laws of certain jurisdictions.

Business records must be accurate and properly maintained both to satisfy the legal

requirements and to enable MicroPort CRM to defend itself in the event a question is raised by

the government or a private party.

Company Representatives must comply with any Document Preservation Notice provided by

the Company or its counsel. If you have a question as to whether a record relates to any

Document Preservation Notice, you must contact Legal, Compliance or Human Resources before

disposing of or altering such records. Our Record Management Policy and Procedure details the

proper handling of corporate records, including retention period.

DON’Ts

Unrecord fund or asset, regardless of the purposes for which the fund or asset may have been

intended, or any improper or inaccurate entry knowingly made in the books and records of the

Company.

Public Filings and Communications

Our investors and customers count on us to provide accurate information regarding our products and

financial condition. All submissions to regulatory authorities, as well as all public communications, should

be clear, complete, fair, accurate, and timely.

DOs

Promptly report if you have information or knowledge of the dissemination of inaccurate

information related to MicroPort CRM’s products or financial reporting.

Maintain all Company books, records, accounts, funds and assets must to reflect fairly and

accurately the underlying transactions and disposition of Company business in reasonable

detail.

Record accounting entries so that they will never intentionally conceal, disguise or misrepresent

the true nature of any transaction involving the Company.

Use the Ethics hotline crm.microport.ethicspoint.com or report to your manager if you believe

that the Company's books and records are not being maintained in accordance with law

requirements,

DON’Ts

Make any false, misleading, or incomplete statements that may omit relevant facts necessary

to ensure that such statements do not mislead anyone associated with:

The examination of MicroPort’s financial statements;

The preparation of any report required to be filed with any governmental agency; or

The preparation or dissemination of any public communication.

Government investigations

It is the Company’s policy to cooperate with all governmental investigative authorities.

DOs

Retain any record, document or tangible object of the Company that is subject to an

investigation or litigation.

DON’Ts

Knowingly alter, destroy, mutilate, conceal, cover up, falsify, or make a false entry in any record,

document, or tangible object with the intent to impede, obstruct, or influence the investigation

or proper administration of any matter within the jurisdiction of any federal or state department

or agency or any bankruptcy, or in relation to or contemplation of any such matter or case.

Voice your concern - reporting any unethical behavior

The Company proactively promotes ethical behavior. Employees should report violations of laws, rules,

regulations, or this Code to appropriate personnel. To encourage Employees to report such violations, the

Company will not allow retaliation for reports of misconduct made in good faith by Employees.

Employees must work together to ensure prompt and consistent action against violations of this Code.

However, one may encounter a situation in which it is difficult to determine how to proceed, while also

complying with this Code. Since not every situation that will arise can be anticipated, it is important to

have a way to approach a new question or problem. When considering these situations:

DOs

Consider all relevant information. In order to reach the right solutions, try to assemble all

relevant information available to you.

Focus on the specific question or issue. If something seems unethical or improper, it probably

is.

Identify who is involved. In most situations, there is shared responsibility.

Discuss the problem with your supervisor. Seek help from Company resources.

How can a violation be reported?

We are all responsible for protecting MicroPort CRM’s integrity and reputation. We are all responsible for

speaking up, whether it is a question about the Code or relates to non-compliant behavior. If you become

aware of any violation or potential violation of the Code, please report it.

This enables us to address the situation and take the necessary action.

If you report it, we can deal with the critical situation and adopt the necessary measures.

If you do not speak up, we cannot prevent harm being caused or learn any lessons. All reports will be taken

seriously, investigated thoroughly and handled confidentially.

You can use the following options:

Your manager, if you feel comfortable

Elisa Antonietta Blardone - Head of Compliance

elisa-antonietta.blardone@crm.microport.com

Giovanna Milena Pardo - Transparency Compliance Specialist

giovannamilena[email protected]icroport.com

If you are not comfortable contacting any of the above, use our ethics contacts:

The Compliance Website may be accessed through the “Ethics” link on the internet via

http://www.crm.microport.com/about/about-ethics/.

The Compliance E-mail Box can be used by emailing [email protected]m.This inbox is

managed by the Company’s Compliance Function and will remain confidential.

The Ethics hotline is a third-party managed, confidential and anonymous reporting tool available

24 hours per day, seven days a week and may be accessed via crm.microport.ethicspoint.com.

Report ethical violations in confidence and without fear of retaliation: if the situation so requires, an

Employee’s anonymity will be protected.

The Company does not permit retaliation of any kind against Employees for good faith reports of ethical

violations. We are expected to speak up, but it is also our duty to make sure that nobody suffers any

consequences for reporting in good faith or for supporting in a compliance investigation. If you suffer any

disadvantage or ill-treatment (being ignored, being bullied, and so forth) result of your report, it will be

taken very seriously and investigated and the appropriate action will be taken. If you know of someone

who is suffering consequences for reporting, please contact Compliance.

Any Employee or director to whom this Code of Business Conduct and Ethics has been provided may be

required, from time to time, to sign a written affirmation stating that the person (1) has received and read

this Code of Business Conduct and Ethics, (2) has not violated this Code of Business Conduct and

Ethics, and (3) has no knowledge of any violations of this Code of Business Conduct and Ethics that has not

been communicated previously to the office of the General Counsel, the Company’s Heads of Compliance

or the Audit Committee of the Board of Directors.

No Rights Created

This Code is a statement of certain fundamental principles, policies and procedures that govern the

Company’s Employees, officers and directors in the conduct of the Company’s business. It is not intended

to and does not create any rights in any employee, customer, client, visitor, supplier, competitor,

shareholder or any other person or entity. It is the Company’s belief that the policy is robust and covers

most conceivable situations.