BioNexus Gene Lab Corp

Evaluation of Disclosure Controls and Procedures

As of December 31, 2024, the Company’s management, with the participation of the Chief Executive Officer and Acting Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended).

Based on that evaluation, management concluded that, as of December 31, 2024, the Company’s disclosure controls and procedures were not effective due to a deficiency in internal control over financial reporting identified at the Company’s wholly owned subsidiary, Chemrex Corporation Sdn. Bhd.

The deficiency related to a lack of oversight and inadequate delegation authority over certain financial transactions, which were executed without proper Board or Audit Committee approval. These issues arose during a period in which there was a temporary governance gap surrounding the resignation of key directors, including one member of the Audit Committee. Although these unauthorized transactions did not materially impact the Company’s financial statements, the absence of proper controls in this area due to the circumstances mentioned above resulted in a breakdown in the effectiveness of the Company’s disclosure controls and procedures.

Management’s Report on Internal Control over Financial Reporting

The Company is not required to provide an attestation report from its registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 as it qualifies as a smaller reporting company.

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, 2024, using the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024, due to the same significant deficiency described above.

Our independent Audit Committee swiftly identified and investigated governance irregularities at the subsidiary level, demonstrating strong oversight and proactive risk management.

Remediation Plan

In response to the identified deficiency, the Company has initiated a remediation plan that includes the following actions:

The Company expects these remediation measures to be completed during fiscal year 2025. The effectiveness of these controls will be reassessed as part of management’s ongoing internal control evaluation process.

Changes in Internal Controls over Financial Reporting

Except as described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.