Code of Business Conduct and Ethics

BUSINESS CONDUCT & ETHICS DIRECTORS SENIOR MANAGEMENT EMPLOYEES

(a) Conflict of Interest

A director should avoid situations that may compromise his impartiality. If an actual or potential conflict of interest may arise on his part, a director should fully and immediately disclose it and should not participate in the decision-making process, or should seriously consider resigning if there exists a continuing material conflict of interest.

Officers and other employees of the Company are liable for violation of the Employee Handbook if they are found guilty of engaging in competitive operations or business similar to those of the Company.

(b) Conduct of Business and Fair Dealings

A director should conduct fair business transactions with the Company and ensure that his personal interest does not bias, conflict, or prejudice Board decisions.

Officers and other employees of the Company are liable for violation of the Employee Handbook if they are found guilty of committing acts of inefficiency, incompetence, and negligence relative to their accountabilities; committing petty or other acts of dishonesty; offering or accepting anything of value in exchange for a job, work assignment, favorable work location or condition of employment; or obtaining or attempting to obtain materials based on fraudulent or falsified order and conspiracies with persons doing so, in which the Company has suffered or stands to suffer monetary loss or improper withdrawing of company records, equipment, tools, or other assets from company premises without authority; or engaging or conniving anomalous transactions.

(c) Receipt of gifts from third parties

A director should not use his position to profit or gain some benefit or advantage for himself and/or his related interests.

Officers and other employees of the Company are liable for violation of the Employee Handbook if they are found guilty of accepting directly or indirectly of sum of money, commission, offer, promises in consideration of any act, decision on service, connected with the performance of an employee’s duties, and also if found guilty of entering into arrangements with suppliers, customers or guests to obtain “kickbacks” or other preferential treatment.

(d) Compliance with Laws and Regulations

A director should acquire a working knowledge of the statutory and regulatory requirements affecting the Company.

All officers and other employees are given the benefits mandated by law including but not limited to those affecting wages, hours, and conditions of work.

(e) Respect for Trade Secrets/Use of non-public Information

A director should secure and keep confidential all non-public information he may acquire or learn by reason of his position as director. He should not reveal confidential information to unauthorized persons without authority of the Board.

Officers and other employees of the Company are liable for violation of the Employee Handbook if they are found guilty of unauthorized disclosure of confidential information which includes but not limited to, company records, trade secrets, financial operations statements and other company documents to other companies or persons, whether competitor or not.

(f) Use of Company Funds, Assets and Information

A director should act judiciously. Before deciding on any matter brought before the Board, a director should carefully evaluate the issues and, if necessary, make inquiries and request clarification.

Officers and other employees of the Company are liable for violation of the Employee Handbook if they are found guilty of using company time, premises, vehicles, tools, equipment, or materials for personal benefit, and for unauthorized use of company facilities.

(g) Employment & Labor Laws & Policies

A director should acquire a working knowledge of the statutory and regulatory requirements affecting the Company.

All officers and other employees are given the benefits mandated by law including but not limited to those affecting wages, hours, and conditions of work.

(h) Disciplinary Action

In case of violation of the Company’s Revised Manual of Corporate Governance, a director of the Company shall be meted with the following penalties: reprimand, for first violation; suspension for second violation, the duration of which shall depend on the gravity of the violation; and removal from office, as maximum penalty, in case of third violation.

The sanctions against directors for violation of the Revised Manual of Corporate Governance likewise apply to officers and other employees of the Company.

In addition, officers and other employees of the Company are liable for violation of applicable provisions under the Employee Handbook, and may face penalties ranging from reprimand to termination, depending on the seriousness of the acts committed.

All employees who are charged with any violation of the Employee Handbook are entitled to due process of law.

(i) Whistle Blower

All information received from whistle-blowers and/or anonymous sources or any report of wrongdoing may be made directly to the Chairman for proper disposition to ensure confidentiality of information and protection of the identity of the whistle blower.

Reports of wrongdoing may be made directly to the Chairman or President for proper disposition to ensure confidentiality of information and protection of the identity of the whistle blower.

Reports of wrongdoing may be made directly to the Chairman or President for proper disposition to ensure confidentiality of information and protection of the identity of the whistle blower.

(j) Conflict Resolution

One of the functions of the Board is to establish and maintain an alternative dispute resolution system in the company that can amicably settle conflicts or differences between the Company and its stockholders and third parties.

Misunderstandings, differences in opinion and disputes among members of the Company are referred to the Grievance Committee.