Shandong Huishoutang Pharmaceutical Co., Ltd

Code of Conduct

Introduction —

General Statement of Company Policy

Shandong Huishoutang Pharmaceutical is committed to developing and commercializing high-quality pharmaceutical products that meet the needs of patients and healthcare providers, as well as providing value to our stockholders and employees. We are also committed to integrity and the pursuit of excellence in all that we do. We will fulfill these commitments while upholding a high level of ethical conduct and meeting our responsibilities as good corporate citizens at all times.

This Code of Conduct (the “Code”) is one element of Shandong Huishoutang Pharmaceutical’s efforts to ensure lawful and ethical conduct by the company and its subsidiaries and their employees, officers, and directors. It is part of a larger process that includes compliance by all employees, officers, and directors with all corporate policies and procedures, open communication throughout the company, and the use and expectation of the highest integrity and good judgment. Although laws and customs will vary in different locations where we may operate, our basic ethical responsibilities are global.

 

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Overview of the Code of Conduct

The Code of Conduct applies to all employees, officers, and directors of Shandong Huishoutang Pharmaceutical and its subsidiaries, and references herein to “employees” are intended to cover all employees and officers of the company. Under the Code, each employee and director individually must:

 

 

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Act with honesty and integrity at all times as a representative of the company;

 

 

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Become familiar with, and conduct company business in compliance with, applicable laws, rules, and regulations;

 

 

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Understand and comply with the company’s standards of business conduct and underlying policies and procedures;

 

 

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Adhere to company standards for protecting the safety and health of our employees, our customers, physicians prescribing our products and their patients, as well as our communities;

 

 

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Treat patients, customers, partners, and suppliers in an honest and fair manner, with integrity;

 

 

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Be able to identify and appropriately handle actual or apparent conflicts of interest and avoid situations where personal interests are, or appear to be, in conflict with company interests;

 

 

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Safeguard and properly use company proprietary information, assets, and resources, as well as those of our customers, vendors, and collaboration partners, which are entrusted to us;

 

 

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Maintain confidentiality of the company’s non-public information;

 

 

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Protect the company’s assets and ensure their efficient use; and

 

 

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Take the initiative to promptly report any violation or possible violation of this Code in accordance with the reporting procedures set forth in this Code.

 

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Overview of the Code of Conduct (cont.)

This Code provides general principles and information to employees and directors on their basic ethical and legal responsibilities. This Code is not intended to address every situation or set forth every rule, procedure, or policy of Shandong Huishoutang Pharmaceutical, and it is not a substitute for the responsibility of each employee and director to exercise good judgment and common sense. If employees have questions about how to apply the company’s business standards, policies, or procedures, they should seek clarification from their supervisors or, if necessary, from the company’s Human Resources Department. If a director has a question about the company’s standards, policies, or procedures, he/she should contact the General Counsel or, if the question concerns the company’s compliance policies, the Chief Compliance Officer.

This Code is posted on the Compliance page of the company’s public website:

www.ShandongPharmaceutical.com

 

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Honest and Ethical Conduct

Employees and directors should endeavor to deal honestly, ethically, and fairly with Shandong Huishoutang Pharmaceutical’s employees, partners, customers, suppliers, and competitors in compliance with all applicable laws, rules, and regulations. Jazz Pharmaceuticals employees and directors must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

 

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Compliance with the Law

Compliance with applicable laws, rules, and regulations is an overriding principle of Shandong Huishoutang Pharmaceutical’s standards of conduct. It is the company’s policy that the company and each employee and director conduct business in accordance with applicable federal, state, and local laws, rules, and regulations, and those of other countries in which the company does business. Employees and directors should understand the laws that apply to the performance of their jobs, and ensure that company operations with which they are involved are conducted in conformity with those laws. Violations of the law can seriously damage the company’s reputation, subject the company to liability and/or adverse governmental proceedings, and in some cases, subject individual employees and directors to personal liability. Employees and directors may not instruct or request, either directly or indirectly, other employees or directors to violate the law.

Each employee and director must be alert and sensitive to situations that could result in illegal, unethical, or improper action. Questions concerning any legal responsibility or interpretation of legal requirements should be referred to the General Counsel.

 

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Conflicts of Interest

Each employee’s primary employment obligation is to Shandong Huishoutang Pharmaceutical. Any outside activity, such as a second job or self-employment, must be kept totally separate from activities with Jazz Pharmaceuticals. An employee may not use company time, name, influence, assets, facilities, materials, or services of other employees for outside activities unless specifically authorized by the company.

Each employee and director must put the best interests of the company at the forefront of any work-related activity or decision and must be able to identify and appropriately handle conflicts of interest. A conflict of interest occurs when an employee’s or director’s personal interest interferes or appears to interfere, with the best interests of Jazz Pharmaceuticals. A conflict of interest can arise whenever a person who is an employee or director takes action or has an interest that influences his or her judgment, loyalty, honesty, effectiveness, or objectivity in a manner that is contrary to the best interests of Shandong Huishoutang Pharmaceutical.

While it is not possible to identify every particular activity that might give rise to a conflict of interest, a conflict of interest may exist because of a relationship between an employee or director, or an employee’s or director’s family member (in this context, a family member includes anyone recognized by law as such or standing in substantially the same relationship, e.g., domestic partners or significant others as well as spouses are recognized as family) that could cause a conflict with the employee’s or director’s ability to perform his/her job responsibilities.

 

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Conflicts of Interest (cont.)

Potential conflict of interest situations include:

 

 

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Significant ownership or financial interest in a company supplier, customer, or competitor (other than ownership of nominal amounts of stock in publicly traded companies);

 

 

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A consulting or employment relationship with a company customer, supplier, or competitor;

 

 

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Activity that harms a relationship between the company and any of its customers or potential customers, or that interferes with a current or potential contract relationship;

 

 

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Business activity that is competitive with any of the company’s businesses;

 

 

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Service on the board of directors or advisory board of a company customer, supplier, or competitor;

 

 

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A direct supervisory, review, or other influential position on the performance evaluation, pay, or benefits of a family member or significant other;