PURPOSE

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;

compliance with applicable laws, rules and regulations;

prompt internal reporting of violations of the Code; and

accountability for adherence to the Code.

APPLICABILITY

CONFLICT OF INTEREST

Competing Business. No employee may be employed by a business that competes with the Company or deprives or seeks to deprive it of any business.

Corporate Opportunity. No employee should use corporate property, information or his/her position with the Company to secure a business opportunity that would otherwise be available to the Company or would otherwise not be available to the employee. If an employee discovers a business opportunity that is in the Company’s line of business or through the use of the Company’s property, information or position, the employee must first present the business opportunity to the Company before pursuing the opportunity in his/her individual capacity.

Financial Interests.

Loans or Other Financial Transactions. No employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with the Company or any company that is a material customer, business partner or competitor of the Company. This guideline does not prohibit arms-length transactions with recognized banks or other financial institutions.

Service on Boards and Committees. No employee shall serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests could reasonably be expected to conflict with those of the Company. Employees must obtain prior approval from the Board before accepting any such board or committee position. The Company may revisit its approval of any such position at any time to determine whether an employee’s service in such position is still appropriate.

Is the action to be taken legal?

Is it in the best interests of the Company?

Is it honest and fair to the Company?

GIFTS AND ENTERTAINMENT

FCPA COMPIANCE

PROTECTION AND USE OF COMPANY ASSETS

exercise reasonable care to prevent theft, damage or misuse of the Company’s assets;

promptly report any actual or suspected theft, damage or misuse of the Company’s assets;

safeguard all electronic programs, data, communications and written materials from unauthorized access; and

use the Company’s assets only for legitimate business purposes.

any contributions of the Company’s funds or other assets for political purposes;

encouraging individual employees to make any such contribution; and

reimbursing an employee for any political contribution.

INTELLECTUAL PROPERTY AND CONFIDENTIALITY

All right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks, or trade secrets, whether or not patentable or registrable under patent, copyright, or similar laws, which are solely or jointly conceived or developed or reduced to practice, or caused to be conceived or developed or reduced to practice by an employee while in the employ of the Company (including during off-duty hours), or with the use of Company’s equipment, supplies, facilities, resources, or Company’s confidential information shall be the property of the Company.

Employees should maintain the confidentiality of information entrusted to them by the Company or entities with which the Company has business relations, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the company or its business associates, if disclosed, including but not limited to any non-public information that relates to the actual or anticipated business, research or development of the Company, or that relates to the Company technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on which an employee calls or with which an employee may become acquainted during the term employment), software, developments, inventions, ideas, processes, formulas, technologies, designs, drawings, engineering, specifications, information regarding routes of synthesis, patent analyses relating to products, test results, reports, studies, analyses, hardware configuration information, marketing, distribution and sales, finances, projects, strategies, opportunities, and all other information which if disclosed would materially adversely affect the Company or would aid or benefit its competitors; provided, however, Company Confidential Information does not include any of the foregoing items to the extent the same have become publicly known and made generally available through no wrongful act.

The Company maintains a strict confidentiality policy. During an employee’s term of employment with the Company, the employee shall comply with any and all written or unwritten rules and policies concerning confidentiality and shall fulfill the duties and responsibilities concerning confidentiality applicable to the employee.

In addition to fulfilling the responsibilities associated with his/her position in the Company, an employee shall not, without obtaining prior approval from the Company, disclose, announce or publish trade secrets or other confidential business information of the Company, nor shall an employee use such confidential information outside the course of his/her duties to the Company.

Even outside the work environment, an employee must maintain vigilance and refrain from disclosing important information regarding the Company or its business, business associates or employees.

An employee’s duty of confidentiality with respect to the confidential information of the Company survives the termination of such employee’s employment with the Company for any reason until such time as the Company discloses such information publicly or the information otherwise becomes available in the public sphere through no fault of the employee.

Upon termination of employment, or at such time as the Company requests, an employee must return to the Company all of its property without exception, including all forms of media containing confidential information, and may not retain duplicate materials.

Financial budgets and final accounts and various financial statements and statistical statements of the Group.

Personnel files, compensation & benefit, labor income and other personal information of the Group’s employees.

ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS

Financial results that seem inconsistent with the performance of the underlying business;

Transactions that do not seem to have an obvious business purpose; and

Requests to circumvent ordinary review and approval procedures.

issuing or reissuing a report on the Company’s financial statements that is not warranted in the circumstances (including due to material violations of International Financial Reporting Standards, U.S. GAAP, generally accepted auditing standards or other professional or regulatory standards);

not performing audit, review or other procedures required by generally accepted auditing standards or other professional standards;

not withdrawing an issued report when withdrawal is warranted under the circumstances; or

not communicating matters required to be communicated to the Company’s Disclosure Committee or Audit Committee.

COMPANY RECORDS

COMPLIANCE WITH LAWS AND REGULATIONS

COMPUTER AND INFORMATION SYSTEMS

DISCRIMINATION AND HARASSMENT

FAIR DEALING

HEALTH AND SAFETY

VIOLATIONS OF THE CODE

WAIVERS OF THE CODE

CONCLUSION