Full Press Release Details
TRADING AND CONFIDENTIALITY POLICY
adopted by the Board of Directors , effective 19 Aug 2025
Policy confirms procedures which consultants, advisors, employees, officers and directors of Mobile-health Network Solutions (the "Company")
must follow. This Policy is subject to modification from time to time as the Board deems necessary or advisable.
the course of your service at the Company, you may become aware of material nonpublic information. It is difficult to describe exhaustively
what constitutes "material" information, but you should assume that any information, positive or negative, which might be
of significance to an investor, as part of the total mix of available information, in determining whether to purchase, sell or hold Company
stock or other derivative Company securities would be material. Information may be significant for this purpose even if it would not
alone determine the investor's decision. Examples of "material" information include:
| financial condition and results or internal financial information which departs in any way from what the market would expect | ||
| a significant expansion or curtailment of operations | ||
| changes in lines of business, including significant new services or products, sales, earnings or dividends | ||
| significant financing transactions, or borrowings, such as a significant drawdown on a credit facility or a securities offering | ||
| stock repurchases, stock splits or other transactions relating to Company stock | ||
| major transactions, such as mergers, tender offers or acquisitions of other companies, or dispositions of assets | ||
| change in the auditor or a significant notification from an auditor | ||
| major changes in directors or senior management or control | ||
| changes in securities or in the security for registered securities | ||
| defaults upon senior securities | ||
| material increases or decreases in the amount outstanding of securities or indebtedness | ||
| the results of the submission of matters to a vote of security holders | ||
| transactions with directors, officers or principal security holders | ||
| the granting of options or payment of other compensation to directors or officers | ||
| major litigation, expected major litigation and related developments or regulatory developments | ||
| significant internal or external investigations, including government investigations, and related developments | ||
| significant process or product developments | ||
| gain or loss of a major customer or supplier | ||
| major transactions with other companies or entities, such as joint ventures or licensing agreements | ||
| the extent to which external events, including but not limited to pandemics, have had or will have a material impact on the Company's operating results | ||
| a major cybersecurity incident | ||
| bankruptcy or receivership | ||
| any other information which the Company deems of material importance to security holders. |
that this list is merely illustrative and not exhaustive.
information is any information which has not yet been disclosed generally to the marketplace. Information received about a company under
circumstances which indicate that it is not yet in general circulation should be considered nonpublic. As a rule, you should be able
to point to some fact to show that the information is generally available; for example, disclosure within a report filed by the Company
with the U.S. Securities and Exchange Commission, issuance of a press release by the Company or announcement of the information in The
Wall Street Journal or other news publication. Even after the Company has released information to the press or the information has
been reported, at least one full Trading Day must elapse before you trade in Company stock. For the purposes of this policy, a "Trading
Day" shall mean any day on which the Nasdaq Stock Market is open for trading. For example, if the Company issues a press
release containing material information at 6:00 p.m. on a Tuesday, and the Nasdaq Stock Market is open for trading on Wednesday, persons
subject to this policy shall not be permitted to trade in Company stock until Thursday. If the Company issues a press release containing
material information at 6:00 p.m. on a Friday, and the Nasdaq Stock Market is open for trading on Monday, persons subject to this policy
shall not be permitted to trade in Company stock until Tuesday.
you are aware of material nonpublic information regarding the Company you are prohibited from trading in Company stock, unless such trade
is made pursuant to a properly qualified, adopted and submitted Rule 10b5-1 trading plan. Rule 10b5-1 trading plans are discussed in
Section 2 of this Policy. You also are prohibited from giving "tips" on material nonpublic information, that is directly
or indirectly disclosing such information to any other person, including family members and relatives, so that they may trade in Company
stock. Furthermore, if you learn material nonpublic information about another company with which the Company does business, such as a
supplier, customer or joint venture partner, or you learn that the Company is planning a major transaction with another company (such
as an acquisition), you must not trade in the securities of the other company until such information has been made public for at least
one full Trading Day.
policy against trading securities when in possession of material nonpublic information applies to all consultants, advisors, employees,
officers, and directors of the Company as well as their family members. For purposes of this Policy, a "family member" includes
a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law,
and anyone (other than domestic employees) who shares such person's home. It also applies to former consultants, advisors, employees,
officers, and directors and their family members.
addition, you and your family members may not, under any circumstances, trade options for, or sell "short," Company stock.
10b5-1 under the Securities Exchange Act of 1934 (the "Exchange Act") provides an affirmative defense against
a claim of insider trading if an insider's trades are made pursuant to a written plan that was adopted in good faith at a time
when the insider was not aware of material nonpublic information. It is the Company's policy that employees and directors may make
trades pursuant to a Rule 10b5-1 plan provided that (i) such plan meets the requirements of Rule 10b5-1, (ii) such plan was adopted at
a time when the employee or director would otherwise have been able to trade under Section 3 of this policy and (iii) adoption of the
plan was expressly authorized by a member of the Company's Human Resources. Note that trades made pursuant to Rule 10b5-1 plans
by executive officers and directors must still be reported to the Head of Human Resource pursuant to the second paragraph of Section
executive officers and directors and all members of the finance or human resources departments, and their family members may only trade
Company securities during the period commencing one full Trading Day following a release of quarterly results and ending on the date
that is ten Trading Days prior to the end of the subsequent quarter. Nonetheless, as mentioned above, no trade of Company securities
may be made during these periods if the person covered by this policy possesses material nonpublic information which has not been disseminated
in the public market for at least one full Trading Day.
time to time, upon prior notice to the persons affected, the Company may impose event-specific special blackout periods during which
some or all Company executive officers and directors are prohibited from trading in Company securities.
addition to the above, the Company shall implement an ad-hoc blackout period commencing two (2) weeks prior to the public announcement
of any material information and ending immediately upon such announcement. During this period, directors, officers, and designated insiders
are strictly prohibited from trading in the Company's securities. The trading restrictions set forth in this Section 3 do not apply
to any trades made pursuant to properly qualified, adopted and submitted Rule 10b5-1 trading plans.
addition to complying with the prohibition on trading during scheduled and event-specific special blackout periods, the Company's
executive officers and directors must first obtain pre-clearance from the Company's Head of Human Resources before engaging in
any transaction in securities of the Company. A request for pre-clearance should be submitted to the Head of Human Resources at least
48 hours in advance of the proposed transaction. If a proposed transaction receives pre-clearance, the pre-cleared trade must be effected
within 48 hours of receipt of pre-clearance. If the person becomes aware of material nonpublic information before the trade is executed,
the pre-clearance is void and the trade must not be completed. Transactions not effected within the time limit become subject to pre-clearance
again. If a person seeks pre-clearance and permission to engage in the transaction is denied, then he or she should refrain from initiating
any transaction in securities of the Company, and should not inform any other person of the restriction.
require that all executive officers and directors submit to the Company's the Head of Human Resources a copy of any trade order
or confirmation relating to the purchase or sale of Company securities within one business day of any such transaction. This information
is necessary to enable us to monitor trading by executive officers and directors and ensure that all such trades are properly reported.
Your adherence to this policy is vital to your protection as well as the Company's.
transactions may insulate you from upside or downside price movement in Company stock which can result in the perception that you no
longer have the same interests as the Company's other stockholders. Accordingly, you and your family members may not enter into
hedging or monetization transactions or similar arrangements with respect to Company stock, including the purchase or sale of puts or
calls or the use of any other derivative instruments.
held in a margin account or pledged as collateral for a loan may be sold without your consent by the broker if you fail to meet a margin
call or by the lender in foreclosure if you default on the loan. A margin or foreclosure sale that occurs when you are aware of material
nonpublic information may, under some circumstances, result in unlawful insider trading. Because of this danger, you may not hold Company
securities in a margin account nor pledge Company securities as collateral for a loan.
policy continues to apply to your transactions in Company stock or the stock of other public companies engaged in business transactions
with the Company even after your employment or directorship with the Company has terminated. If you are in possession of inside information
when your relationship with the Company concludes, you may not trade in Company stock or the stock of such other company until the information
has been publicly disseminated or is no longer material.
ARE VERY SERIOUS MATTERS. INSIDER TRADING IS ILLEGAL AND CAN RESULT IN JAIL SENTENCES AS WELL AS CIVIL PENALTIES, INCLUDING TRIPLE DAMAGES.
EMPLOYEES WHO VIOLATE THIS POLICY MAY BE SUBJECT TO DISCIPLINARY ACTION BY THE COMPANY, INCLUDING DISMISSAL FOR CAUSE. IF YOU HAVE ANY
QUESTION OR DOUBT ABOUT THE APPLICABILITY OR INTERPRETATION OF THIS POLICY OR THE PROPRIETY OF ANY DESIRED ACTION, PLEASE SEEK CLARIFICATION
FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER OR HEAD OF HUMAN RESOURCES. PLEASE ALSO SEE FREQUENTLY ASKED QUESTIONS ATTACHED HERETO
AS EXHIBIT A. DO NOT TRY TO RESOLVE UNCERTAINTIES ON YOUR OWN.
undersigned acknowledges that he/she has read this Insider Trading Policy and agrees to comply with the restrictions and procedures contained
| _____/______/_____ | ||||
| Signature Date | Date | |||
| Name (Please Print) |
Insider trading is the buying or selling of stocks, bonds, futures, or other securities by someone in possession of material, nonpublic
information. Insider trading also includes trading in options (puts and calls) the price of which is linked to the underlying price of
a company's stock. It does not matter how many shares you buy or sell, or whether it has an effect on the stock price - if
you have material, nonpublic information and you trade, you have broken the law.
If company insiders are able to use their confidential knowledge to their financial advantage, other investors would not have confidence
in the fairness and integrity of the marketplace. Requiring those who have such information to disclose (the information to the public)
or abstain (from trading) ensures an even playing field.
Information is material if it would influence a reasonable investor to buy or sell a stock, bond or other security. This could mean
many things - financial results, potential mergers, major contracts, etc.1 Information is nonpublic if it has not yet
been released and disseminated to the public.
Anyone who buys or sells a security while in possession of material, nonpublic information. It does not matter if you are not an
executive officer or director, or even if you do not work at Company- if you know something material about the value of a security
that not everyone else does, regardless of who you are, you can be found guilty of insider trading.
There is no difference. The policy and law applies to you. Because our Class A Ordinary Shares trade on a United States securities
exchange, the insider trading laws of the U.S. apply. The U.S. Securities and Exchange Commission (the SEC) (a U.S. government agency