This Code of Business Conduct and Ethics (the “Code”) covers a wide range of business  practices and procedures. It does not cover every issue that may arise, but it sets out basic principles  to guide the employees of EUDA Health Holdings Limited (the “Company”). All of our employees  must conduct themselves in accordance with these principles and seek to avoid even the  appearance of improper behavior. The Company’s agents and representatives, including  consultants and directors, to the extent practicable, shall also follow this Code.  

This Code is in addition to and supplements the other policies and procedures which have  been implemented by the Company. If a law conflicts with a policy in this Code, you must comply  with the law; however, if a local custom or policy conflicts with this Code, you must comply with  the Code. If you have any questions about a conflict, you should ask your supervisor how to handle  the situation.  

All claims of violations of this Code will be investigated by appropriate personnel. Those  who violate the standards in this Code will be subject to disciplinary action. If you are in a situation  that you believe may violate or lead to a violation of this Code, follow the guidelines described in  Section 13 of this Code.  

  1. Compliance with Laws, Rules and Regulations  

All employees must respect and obey the laws of all jurisdictions in which the Company  operates. Any employee who is unsure about any aspect of these laws should seek advice from  supervisors, managers or other appropriate personnel.  

  1. Record-Keeping  

Accuracy and reliability in the preparation of all business records is critically important to  the Company’s decision-making process and to the proper discharge of its financial, legal, and  reporting obligations. All of the Company’s books, records, accounts and financial statements shall  be maintained in reasonable detail, shall appropriately reflect the Company’s transactions and shall  conform both to applicable legal requirements and to the Company’s system of internal controls.  Unrecorded or “off the books” funds or assets shall not be maintained unless permitted by  applicable law or regulation.  

Many employees regularly incur business expenses, which must be documented and  recorded accurately. If you are not sure whether a certain expense is appropriate, ask your  supervisor.  

Because business records and communications often become public, Company employees  should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of  people and companies. This applies equally to e-mail, internal memos and formal reports. Records  shall always be retained or destroyed according to the Company’s record retention policies.  

  1. Conflicts of Interest and Related Party Transactions  

A “conflict of interest” exists when a person’s private interest interferes in any way with  the interests of the Company. A conflict situation can arise when an employee, officer or director  takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or  director, or members of his or her family, receives improper personal benefits as a result of his or  her position in the Company. Loans to, or guarantees of obligations of, employees and their family  members may create conflicts of interest. Loans to, or guarantees of obligations of, directors,  executive officers and their family members are prohibited.  

A conflict of interest almost always exists when a Company employee works concurrently  for a competitor, customer or supplier. Company employees are not allowed to work for a  competitor as a consultant or board member. The best policy is to avoid any direct or indirect  business connection with the Company’s competitors, customers or suppliers, except as expressly  authorized on the Company’s behalf.  

A conflict of interest may occur when an employee of the Company has an ownership or  financial interest in another business organization that is doing business with the Company. These  transactions between the Company and the other organization are characterized as related party  transactions. While not all related party transactions are improper, the Company must be aware of  the details of each such transaction so that it can make a judgment as to the appropriateness of the  transaction. If you or a family member have any ownership or financial interest in another  organization that conducts business or seeks to conduct business with the Company, you must  report the situation to the Chief Executive Officer (“CEO”) and cooperate with the legal staff by  providing all relevant facts. The CEO will determine whether or not the related party transaction  is a conflict of interest.  

Conflicts of interest are prohibited as a matter of Company policy, except under guidelines  approved by the Board of Directors. Conflicts of interest may not always be clear, so if you have  a question, you should consult with your supervisor, management or the Company’s CEO. Any  employee, officer or director who becomes aware of a conflict or potential conflict shall bring it  to the attention of a supervisor, manager or other appropriate personnel or consult the procedures  described in Section 13 of this Code.  

  1. Confidentiality 

Employees must maintain the confidentiality of confidential information entrusted to them  by the Company or its customers, except when disclosure is expressly authorized by the CEO or  legally mandated. Even within the Company, you should disclose confidential information only to  those employees who need to know the information. Confidential information includes all non 

public information that might be of use to competitors, or harmful to the Company or its customers,  if disclosed. It also includes information that suppliers and customers have entrusted to us. The  obligation to preserve confidential information continues even after employment ends.  

  1. Insider Trading  

Employees who have access to confidential information are not permitted to use or share  that information for stock trading purposes or for any other purpose except the conduct of the  Company’s business. All non-public information about the Company shall be considered  confidential information. To use non-public information for personal financial benefit or to “tip”  others who might make an investment decision on the basis of this information is not only unethical  but also illegal. Employees should consult and abide by the Company’s Insider Trading Policy.  If you have any questions, you should consult the Company’s CEO or Insider Trading Compliance  Officer. 

  1. Corporate Opportunities  

Employees, officers and directors are prohibited from taking for themselves personally  opportunities that are discovered through the use of corporate property, information or position  without the consent of the Board of Directors. No employee shall use corporate property,  information, or position for improper personal gain, and no employee shall compete with the  Company directly or indirectly. Employees, officers and directors owe a duty to the Company to  advance its legitimate interests when the opportunity to do so arises.  

  1. Competition and Fair Dealing  

The Company seeks to outperform its competition fairly and honestly. The Company seeks  competitive advantages through superior performance, never through unethical or illegal business  practices. Stealing proprietary information, possessing trade secret information that was obtained  without the owner’s consent, or inducing such disclosures by past or present employees of other  companies is prohibited. Each employee shall endeavor to respect the rights of and deal fairly with  the Company’s customers, suppliers, competitors and employees. No employee shall take unfair  advantage of anyone through manipulation, concealment, abuse of privileged information,  misrepresentation of material facts, or any other intentional unfair-dealing practice.  

The purpose of business entertainment and gifts in a commercial setting is to create good  will and sound working relationships, not to gain unfair advantage with customers. No gift or  entertainment shall ever be offered, given, provided or accepted by any Company employee,  family member of an employee or agent unless it:  

  1. is not a cash gift,  
  2. is consistent with customary business practices,  
  3. is not excessive in value,  
  4. cannot be construed as a bribe or payoff, and  
  5. does not violate any laws or regulations.  
  6. Discrimination and Harassment  

The diversity of the Company’s employees is a tremendous asset. The Company is firmly  committed to providing equal opportunity in all aspects of employment and shall not tolerate any  illegal discrimination or harassment or any kind. Examples include derogatory comments based  on sexual orientation, racial, gender, religious, or ethnic characteristics and unwelcome sexual  advances.  

  1. Health and Safety  

The Company strives to provide each employee with a safe and healthy work environment.  Each employee has the responsibility for maintaining a safe and healthy workplace for all  employees by following safety and health rules and practices and reporting accidents, injuries and  unsafe equipment, practices or conditions.  

Violence and threatening behavior are not permitted. Employees must report to work in  proper condition to perform their duties, free from the influence of alcohol or illegal drugs. The  use of alcohol or illegal drugs in the workplace is not tolerated.  

  1. Protection and Proper Use of Company Assets 

All employees shall endeavor to protect the 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. Any suspected incident of theft,  carelessness, or waste of or with Company assets shall be immediately reported for investigation.  Company equipment shall not be used for non-Company business, although incidental personal  use may be permitted by your supervisor.  

The obligation of employees to protect the Company’s assets includes its proprietary  information. Proprietary information includes intellectual property such as trade secrets, patents,  trademarks, and copyrights, as well as business, marketing and service plans, databases, records,  salary information and any unpublished financial data and reports. Unauthorized use or distribution  of this information would violate Company policy. It could also be illegal and result in civil and/or  criminal penalties.  

  1. Accounting and Related Matters 

All employees participate, in some measure, in the gathering of information made available  to the Company’s accounting department for use in the Company’s financial reports and other  information required to be publicly disclosed by the U.S. Securities and Exchange Commission  and the NASDAQ Stock Market LLC. Each employee should endeavor to ensure that such  information is accurate and complete in all material respects through full compliance with the  Company’s accounting requirements, internal disclosure and accounting controls and audits.  

  1. Waivers of the Code of Business Conduct and Ethics  

Any waiver of this Code for executive officers or directors may be made only by the  Corporate Governance and Nominating Committee of the Board (the “Committee”) and shall be  promptly disclosed as required by law or stock exchange regulation.  

  1. Administration of Code  

This Code shall be administered by the Company’s CEO, who shall act as the Corporate  Compliance Officer of the Company. Company employees are encouraged to seek guidance  regarding the application or interpretation of this Code from the CEO and are expected to cooperate  fully in any investigation of any potential violation of this Code.  

  1. Reporting Violations; Compliance Procedures  

All employees shall work to ensure prompt and consistent action against violations of this  Code. However, in some situations it is difficult to know right from wrong. Since no one can  anticipate every situation that will arise, it is important to have a way to approach a new question  or problem. These are the steps to keep in mind:  

  1. Make sure you have all the facts. In order to reach the right solutions, you must be as  fully informed as possible.  
  2. Ask yourself: What specifically am I being asked to do? Does it seem unethical or  improper? This will enable you to focus on the specific question you are faced with and  the alternatives you have. Use your judgment and common sense; if something seems  unethical or improper, it probably is. 
  3. Clarify your responsibility and role. In most situations there is shared responsibility.  Are your colleagues informed? It may help to get others involved and discuss the  problem.  
  4. Discuss the problem with your supervisor. You are encouraged to talk to your  supervisor about any issues concerning illegal, unethical or improper behavior and  when in doubt about the best course of action in a particular situation. This is the basic  guidance for all situations. In many cases your supervisor will be more knowledgeable  about the question, and will appreciate being brought into the decision-making process.  Remember it is your supervisor’s responsibility to help solve problems.  
  5. Report serious violations to the Committee and the CEO, including violations that have  not been properly addressed by your supervisor or other resources of the Company.  However, if it is not appropriate to discuss an issue with the CEO, or if you believe that  the CEO has not properly addressed the violations, you may contact any independent  director of the Board of Directors. In the rare case that you become aware of a material  legal violation or a breach of fiduciary duty by an employee of the Company, discuss  your concerns with the Chairman of the Committee.  
  6. If you are aware of an issue concerning accounting, auditing or the Company’s internal  accounting controls, discuss your concerns with the Committee.  
  7. You may report any possible violation in confidence and without fear of retaliation. If  the situation requires that your identity be kept secret, your anonymity will be protected  and you will be guaranteed confidentiality in the handling of your claim. It is the policy  of the Company not to allow retaliation for reports of misconduct by others made in  good faith by employees. Employees are expected to cooperate in internal  investigations of misconduct.  
  8. Always ask first, act later. If you are unsure of what to do in any situation, seek  guidance before you act. 
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