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AMENDED
AND RESTATED CODE OF BUSINESS CONDUCT AND ETHICS
FOR
DIRECTORS, OFFICERS AND EMPLOYEES OF
DECOR PRODUCTS
INTERNATIONAL, INC. AND ITS AFFILIATED COMPANIES
Introduction
The
reputation of Decor Products International, Inc. rests with how well we maintain
our values. Our goal is not just to comply with the laws and regulations that
apply to our business; we also strive to abide by the highest standards of
business conduct. This Code of Business Conduct and Ethics affirms and expands
on Decor Products International, Inc.'s commitment to abiding by the highest
standards of business conduct. In accordance with the requirements of the
Securities and Exchange Commission ("SEC") and the NYSE-AMEX, the Board of
Directors of Decor Products International, Inc. has adopted this Code of
Business Conduct and Ethics (the "Code") to:
· Promote
honest and ethical conduct, including fair dealing and the proactive evaluation
and handling of actual and apparent conflicts of interest;
· Promote
full, fair, accurate, timely and understandable disclosure in reports and
documents that are filed with, or submitted to, the SEC and in other public
communications;
· Ensure
compliance with applicable laws and governmental rules and
regulations;
· Ensure
the protection of the Company's business interests, including corporate
opportunities, assets and confidential information; and
· Encourage
reporting of illegal and unethical behavior, and deter wrongdoing.
This Code
shall apply to all directors, officers and employees of Decor Products
International, Inc. and its subsidiaries located in the United States and the
People’s Republic of China (“Decor Products International, Inc.” or the
"Company"). This Code reaffirms the Company's longstanding position concerning
compliance with laws and adherence to ethical business practices. This Code may
be updated at anytime in the sole discretion of the Decor Products
International, Inc. Board of Directors. Any change to this Code shall be
promptly disclosed to the investing public.
Note
to Employees
This
Code does not cover all laws or company policies. If a law conflicts with the
Code, we will follow the law. If a local custom or practice conflicts with this
Code, we will follow the Code.
This
Code clarifies the Company's rights and expectations as an employer but does not
create any express or implied contractual rights for employees.
I.Honest
and Ethical Conduct
Each
director, officer and employee owes a duty to the Company to act with integrity.
Integrity requires, among other things, being honest and ethical. This includes
the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships. Each director, officer and employee
must:
· Act with
integrity, including being honest and ethical and maintaining the
confidentiality of information where required or consistent with the Company's
policies.
· Observe
both the form and spirit of laws and government rules and regulations, generally
accepted accounting principles, and Company policies.
· Adhere to
a high standard of business ethics.
· Accept no
improper material personal benefits from third parties as a result of any
transaction or transactions with the Company.
II.Conflicts
of Interest
Directors,
officers and employees must avoid conflicts of interest. Any activity that has
even the appearance of a conflict of interest must be reviewed and when
appropriate approved by the Board of Directors. A "conflict of interest" occurs
when an individual's personal interest interferes with the interests of the
Company, or when such interest could reasonably be viewed as interfering with
the interests of the Company. A conflict of interest can arise when a director,
officer or employee takes actions or has personal interests that may make it
difficult to perform his or her Company work objectively and effectively.
Conflicts of interest also arise when a director, officer or employee, or a
member of his or her immediate family, receives improper personal benefits as a
result of his or her position in the Company.
Company
loans to, or guarantees of obligations of, directors and executive officers and
their family members are likely to create conflicts of interest and, therefore,
are prohibited. In addition, loans to, or guarantees of obligations of, other
employees may create conflicts of interest and therefore must be reviewed in
advance by the Board of Directors in order to determine if a conflict
exists.
Evaluation
of Potential Conflicts of Interest for Directors and Executive
Officers
The Board
of Directors will review all actual or apparent conflicts of interest involving
Directors or executive officers (including Senior Financial Officers). The Board
may approve the matter, subject to appropriate safeguards, if it believes that
only the appearance of a conflict of interest exists and no actual conflict of
interest is present. If the Board determines that the situation creates an
actual conflict of interest, the Board will not approve the matter.
III. Public
Disclosure
It is the
Company's policy that the information in its public communications, including
SEC filings, be full, fair, accurate, timely and understandable. All directors,
officers and employees who are involved in the Company's disclosure process are
responsible for acting in furtherance of this policy. In particular, the Chief
Executive Officer, the Chief Financial Officer, and the principal accounting
officer (the "Senior Financial Officers") are required to maintain familiarity
with the disclosure requirements applicable to the Company. All directors,
officers and employees are prohibited from knowingly misrepresenting, omitting
or causing others to misrepresent or omit, material facts about the Company to
others, whether within or outside the Company, including the Company's
independent auditors. In addition, each director, officer or employee who has a
supervisory role in the Company's disclosure process has an obligation to
discharge his or her responsibilities diligently.
IV. Compliance
It is the
Company's policy to comply with all applicable laws, rules and regulations,
including but not limited to the laws of the United States and the People's
Republic of China. It is the personal responsibility of each director, officer
and employee to adhere to the standards and restrictions imposed by those laws,
rules and regulations in the performance of his or her duties for the Company,
including those relating to accounting and auditing matters and insider trading.
It is both illegal and against Company policy for any individual to profit from
undisclosed information relating to the Company or any other company. Anyone who
is aware of material nonpublic information relating to the Company may not
purchase or sell any of the Company's securities. Also, it is against Company
policy for any director, officer or employee, who may have inside or unpublished
material knowledge about any of our customers or any other company, to purchase
or sell the securities of those companies. The Board of Directors has adopted a
Policy on Insider Trading which is applicable to all directors, officers, and
employees of the Company.
V.Corporate
Opportunities
Directors,
officers and employees owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises. Directors, officers and
employees are prohibited from taking (or directing a third party to take) a
business opportunity that is discovered through the use of Company property,
information or position, unless the Company has already been offered the
opportunity and turned it down. Directors, officers and employees are also
prohibited from using Company property, information, or their position for
personal gain, or from competing against the Company.
Examples
of improper taking of corporate business opportunities may include:
· Marketing
products or services that the Company may have an interest in marketing, such as
products or services that relate to the Company’s businesses or that may be sold
to the Company’s business partners.
· Obtaining
patents, trademarks, or copyrights on inventions or materials developed during
the course of your employment.
· Purchasing
property that the Company may have an interest in purchasing.
· Investing
in businesses that the Company may have an interest in acquiring. In general,
you must not seek to use your position with the Company to obtain personal
benefits outside your compensation from the Company. You also must not pursue
business opportunities that might place you in a situation of competing with the
Company.
If you
have questions about whether it is appropriate for you to take advantage of a
business opportunity, you should consult with the Ethics Compliance
Officer.
VI.
Activity of Duty Facilitation
Strictly
prohibit the company's directors, senior officers, agents, employees or any
other person or agents who associate with company senior officers, employees,
directors, representatives or agents, to facilitate the use of his/her position
to gain interests for himself/herself or others, which interfere with the
interests of the company, including the following transactions:
· The above
company personnel or their relatives, through their own company or any other
means, directly or indirectly operate relevant business transaction with Decor
Products International, Inc.
· The above
company personnel or their relatives, through their own company or any other
means, directly or indirectly operate relevant business transaction with Decor
Products International, Inc.’s clients.
· The above
company personnel takes advantage of his/her position for others interests to
harm the company’s interests, and accept others money or goods of their
acts.
· The above
company personnel takes advantage of his/her position in order to arrange work
for specific person, so that specific person can get paid without actual
work.
· The above
company personnel takes advantage of his/her position to facilitate the transfer
of company assets or low-cost sale of company assets for relevant people to gain
their interests.
· Before or
after the above company personnel takes advantage of his/her position to seek
interests for others, they agree and accept others money after their
resignation.
VII.
Confidentiality
In
carrying out the Company's business, directors, officers and employees often
learn confidential or proprietary information about the Company, its customers,
suppliers, or joint venture parties. Directors, officers and employees must
maintain the confidentiality of all information so entrusted to them, except
when disclosure is authorized or legally mandated. Confidential or proprietary
information of the Company, and of other companies, includes any non-public
information that would be harmful to the relevant company or useful or helpful
to competitors if disclosed.
VIII.
Fair Dealing
Decor
Products International, Inc. has a long-standing policy of conducting business
in an ethical manner. The Company does not seek competitive advantages through
illegal or unethical business practices. Accordingly, each director, officer and
employee should endeavor to deal fairly with the Company's customers, suppliers,
competitors and employees. No director, officer or employee should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any unfair -dealing
practice.
IX. Protection
and Proper Use of Company Assets
All
directors, officers and employees should protect the Company's assets and ensure
their efficient use. All Company assets should be used only for legitimate
business purposes.
X. Political
Activities
The
Company’s business is affected by numerous laws, regulations, administrative
rules, and regulatory orders. It is appropriate for the Company to protect its
interests by supporting political candidates and engaging in lobbying. However,
those activities are governed by federal, state, province, county, and local
laws and regulations limiting expenditures and requiring recordkeeping and
public disclosure. Therefore, corporate contributions to political parties or
candidates, lobbying of legislators or public officials, and other political
activities by employees on behalf of the Company must be approved in advance.
This includes contributions in kind, such as using Company phones or
photocopiers or working on paid company time in supporting a candidate. The
Company’s employees must not engage in any unauthorized political or lobbying
activities using Company resources or on Company time.
XI. Gratuities
and Other Improper Payments.
Business
decisions must be made objectively, solely on the basis of quality, service,
price, and similar competitive factors. All directors, officers, and employees
must be certain that any business courtesy that they offer or receive does not
influence, or appear to influence, business decisions. The Company prohibits the
offering, giving, or accepting of gratuities, kickbacks, bribes, or other
improper payments.
Foreign
Corrupt Practices Act.
The
federal U.S. Foreign Corrupt Practices Act prohibits any person from offering,
paying, promising, or authorizing any payment of any money or other thing of
value to an officer or employee of a foreign government, or to a foreign
political party or candidate, for the purpose of influencing any official act or
decision, inducing the recipient to use his or her influence or violate duty, or
securing any improper advantage to obtain or retain business.
XII. Safety
and the Environment
Employees
of the Company can have a significant effect on the safety of others and on the
environment. Company employees have a responsibility for their own safety and
health and that of co-workers and the public. Protecting safety and health
includes staying alert to existing worksite conditions, using proper safety
equipment and techniques, following established safety procedures, and using the
correct tools for each job. Company employees are expected to read and follow
the safety manuals and other materials that apply to their respective
jobs.
The
Company is subject to numerous laws and regulations designed to protect the
environment. Company employees must become familiar with and follow the
environmental policies and rules that apply to their duties.
XIII. Reporting
Employees
are encouraged to talk to their supervisors, managers or other appropriate
personnel when in doubt about the best course of action in a particular
situation. Directors and executive officers must ensure that the Chair of the
Audit Committee is promptly made aware of any existing or potential violations
of laws, rules, regulations or this Code. All other officers or employees must
promptly notify the Audit Committee Office of any existing or potential
violation of laws, rules, regulations or this Code. The Company will not
tolerate retaliation, retribution or adverse employment action of any kind
against employees who in good faith report suspected violations.
All
reports will be investigated fully. You may report possible violations, and send
questions or comments to: No. 6 Economic Zone, Wushaliwu, Chang’an Town,
Dongguan, Guangdong Province, China
XIV. Penalties
When an
employee is identified to violate this code of conduct through investigation,
the company should deal with the employee by taking appropriate preventive or
punitive measures, up to removing his/her all duties in the company. If the
employee commits the existing laws of People's Republic of China, or the
company’s listed and registered area, the company should notify related judicial
institutions and securities regulatory organization in time.
XV. Administration
and Implementation
The Board
of Directors shall have the authority to apply and interpret this Code in all
situations affecting directors, officers or employees of the Company. The
Company's Audit Committee Office is responsible for overseeing the
implementation of this Code, investigating potential violations, and reporting
the results to the Board of Directors and Audit Committee.
Any
waiver of, or amendments to, the Code for directors or executive officers
(including Senior Financial Officers) of the Company may be made only by the
Board of Directors, and must be promptly disclosed as required by law or stock
exchange regulations.
Approved
on August 3, 2009