HEARTCORE ENTERPRISES, INC.
CODE OF ETHICS AND BUSINESS CONDUCT
1. Introduction.
1.1. The Board of Directors of HeartCore Enterprises, Inc. (the “Company”) has adopted thisCode of Ethics and Business Conduct (the “Code”) in order to:(a)promote honest and ethical conduct, including the ethical handling of actual orapparent conflicts of interest;(b) promote full, fair, accurate, timely and understandable disclosure in reports anddocuments that the Company files with, or submits to, the Securities and Exchange
Commission (the “SEC”) and in other public communications made by the Company;(c)promote compliance with applicable governmental laws, rules and regulations;(d) promote the protection of Company assets, including corporate opportunities andconfidential information;(e)promote fair dealing practices;(f)deter wrongdoing; and(g) ensure accountability for adherence to the Code.
1.2. All directors, officers and employees are required to be familiar with the Code, complywith its provisions and report any suspected violations as described below in Section 10,
Reporting and Enforcement.
2. Honest and Ethical Conduct.
2.1. The Company’s policy is to promote high standards of integrity by conducting its affairs
honestly and ethically.
2.2. Each director, officer and employee must act with integrity and observe the highest ethicalstandards of business conduct in his or her dealings with the Company’s customers,
suppliers, partners, service providers, competitors, employees and anyone else with whom
he or she has contact in the course of performing his or her job.
3. Conflicts of Interest.
3.1. A conflict of interest occurs when an individual’s private interest (or the interest of amember of his or her family or close friend(s) or business associate(s)) interferes, or evenappears to interfere, with the interests of the Company as a whole. A conflict of interest
can arise when an employee, officer or director (or a member of his or her family or aclose friend(s) or business associate(s)) takes actions or has interests that may make it
difficult to perform his or her work for the Company objectively and effectively. Conflicts

554986.v2

of interest also arise when an employee, officer or director (or a member of his or her
family or close friend(s) or business associate(s)) receives improper personal benefits as aresult of his or her position in the Company.
3.2. Loans by the Company to, or guarantees by the Company of obligations of, employees ortheir family members or a close friend(s) or business associate(s) are of special concern
and could constitute improper personal benefits to the recipients of such loans orguarantees, depending on the facts and circumstances. Loans by the Company to, orguarantees by the Company of obligations of, any director or officer or their family
members or close friend(s) or business associate(s) are expressly prohibited.
3.3. Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest
should be avoided unless specifically authorized as described in Section 3.4.
3.4. Persons other than directors and executive officers who have questions about a potential
conflict of interest or who become aware of an actual or potential conflict should discuss
the matter with, and seek a determination and prior authorization or approval from, theirsupervisor or the Principal Financial Officer (“PFO”) until a Chief Financial Officer(“CFO”) is appointed by the Company, or a designee. A supervisor may not authorize orapprove conflict of interest matters or make determinations as to whether a problematicconflict of interest exists without first providing the PFO or designee with a written
description of the activity and seeking the PFO’s, or designee’s, written approval. If thesupervisor is himself involved in the potential or actual conflict, the matter should instead
be discussed directly with the PFO, President or designee.
3.5. Directors and executive officers must seek determinations and prior authorizations orapprovals of potential conflicts of interest exclusively from the Audit Committee.
4. Compliance.
4.1. Employees, officers and directors should comply, both in letter and spirit, with allapplicable laws, rules and regulations in the cities, states and countries in which theCompany operates.
4.2. Although not all employees, officers and directors are expected to know the details of all
applicable laws, rules and regulations, it is important to know enough to determine when
to seek advice from appropriate personnel. Questions about compliance should be
addressed to the Company’s legal Counsel, Anthony L.G., PLLC, 625 N. Flagler Drive,
Suite 600, West Palm Beach, FL 33401 – Attention: Laura Anthony, Esq. (561) 514-0936,or designee
4.3. No director, officer or employee may purchase or sell any Company securities while inpossession of material non-public information regarding the Company, nor may any
director, officer or employee purchase or sell another company’s securities while inpossession of material non-public information regarding that company, except asotherwise permitted under the Policy on Insider Trading of HeartCore Enterprises, Inc. It
is against Company policies and illegal for any director, officer or employee to usematerial non-public information regarding the Company or any other company to (i)2554986.v2

obtain profit for himself or herself; or (ii) directly or indirectly “tip” others who mightmake an investment decision on the basis of that information.
5. Disclosure.
5.1. The Company’s periodic reports and other documents filed with the SEC, including all
financial statements and other financial information, must comply with applicable federal
securities laws and SEC rules.
5.2. Each director, officer and employee who contributes in any way to the preparation orverification of the Company’s financial statements and other financial information mustensure that the Company’s books, records and accounts are accurately maintained. Eachdirector, officer and employee must cooperate fully with the Company’s accounting andinternal audit processes, controls and procedures from time to time in effect, as well as theCompany’s independent public accountants and counsel.
5.3. Each director, officer and employee who is involved in the Company’s disclosure process
must:
(a)

be familiar with and comply with the Company’s disclosure controls and procedures
and its internal control over financial reporting; and(b) take all necessary steps to ensure that all filings with the SEC and all other public
communications about the financial and business condition of the Company provide
full, fair, accurate, timely and understandable disclosure.
6. Protection and Proper Use of Company Assets.
6.1. All directors, officers and employees should protect the Company’s assets and ensure theirefficient use. Theft, carelessness and waste have a direct impact on the Company’sprofitability and are prohibited.
6.2. All Company assets should be used only for legitimate business purposes. Any suspected
incident of fraud or theft should be reported for investigation immediately.
6.3. The obligation to protect Company assets includes the Company’s proprietary
information. Proprietary information includes, among other things, intellectual property
such as trade secrets, patents, trademarks, and copyrights, as well as business andmarketing plans, engineering and manufacturing ideas, designs, databases, records andany non-public financial data or reports. Unauthorized use or distribution of thisinformation is prohibited and could also be illegal and may result in civil or criminal
penalties.
7. Corporate Opportunities. All directors, officers and employees owe a duty to the Company toadvance its interests when the opportunity arises. Directors, officers and employees areprohibited from taking for themselves personally (or for the benefit of friends or family
members or close friend(s) or business associate(s)) opportunities that are discovered throughthe use of Company assets, property, information or position. Directors, officers andemployees may not use Company assets, property, information or position for personal gain

3554986.v2

(including gain of friends or family members or close friend(s) or business associate(s)). In
addition, no director, officer or employee may compete with the Company.
8. Confidentiality. Directors, officers and employees should maintain the confidentiality of
information entrusted to them by the Company or by its customers, suppliers or partners,
except when disclosure is expressly authorized or legally required. Confidential informationincludes all non-public information (regardless of its source) that might be of use to theCompany’s competitors or harmful to the Company or its customers, suppliers or partners if
disclosed.
9. Fair Dealing. Each director, officer and employee must deal fairly with the Company’s
customers, suppliers, partners, service providers, competitors, employees and anyone else withwhom he or she has contact in the course of performing his or her job. No director, officer or
employee may take unfair advantage of anyone through manipulation, concealment, abuse orprivileged information, misrepresentation of facts or any other unfair dealing practice.
10. Reporting and Enforcement.
10.1.
(a)

Reporting and Investigation of Violations.
Actions prohibited by this code involving directors or executive officers must bereported to the Audit Committee.

(b) Actions prohibited by this code involving any other person must be reported to thereporting person’s supervisor, PFO or designee.
(c)After receiving a report of an alleged prohibited action, the Audit Committee, therelevant supervisor, the PFO or the designee must promptly take all appropriateactions necessary to investigate.

(d) All directors, officers and employees are expected to cooperate in any internal
investigation of misconduct.
10.2.
(a)

Enforcement.
The Company must ensure prompt and consistent action against violations of thisCode.

(b) If, after investigating a report of an alleged prohibited action by a director or executive
officer, the Audit Committee determines that a violation of this Code has occurred,
the Audit Committee will report such determination to the Board of Directors.
(c)If, after investigating a report of an alleged prohibited action by any other person, therelevant supervisor, PFO or designee determines that a violation of this Code hasoccurred, the supervisor, PFO or designee will report such determination to the Chief
Executive Officer.

(d) Upon receipt of a determination that there has been a violation of this Code, the Boardof Directors or the Chief Executive Officer will take such preventative or disciplinary

4554986.v2

action as it deems appropriate, including, but not limited to, reassignment, demotion,dismissal and, in the event of criminal conduct or other serious violations of the law,
notification of appropriate governmental authorities.
10.3.
(a)

Waivers.
The Board of Directors sitting with active quorum and not pursuant to a delegatedauthority to any other committee thereof may, in its discretion, waive any violationof this Code.

(b) Any waiver for a director or an executive officer shall be disclosed as required by
SEC and the rules of any securities exchange on which the Company’s securities arelisted.
10.4.
Prohibition on Retaliation. The Company does not tolerate acts of retaliation
against any director, officer or employee who makes a good faith report of known orsuspected acts of misconduct or other violations of this Code.
ADOPTED: This 13th day of October, 2021.
[Remainder of Page Intentionally Blank]

5554986.v2

ACKNOWLEDGMENT OF RECEIPT AND REVIEWTo be signed and returned to the Chief Executive Officer.

I, ____________________________, acknowledge that I have received and read a copy of theCode of Ethics and Business Conduct of HeartCore Enterprises, Inc. (the “Code”). I understandthe contents of the Code and I agree to comply with the policies and procedures set out in the Code.
I understand that I should approach the Chief Executive Officer if I have any questions about theCode generally or any questions about reporting a suspected conflict of interest or other violationof the Code.

By:_______________________________(signature)

Name: ________________________________

Date: ________________________________

6554986.v2