Code of Ethics
Tiens Biotech Group (USA), Inc., (the "Company") maintains an Employee Policy Manual (under revising) that is applicable to all of the Company's directors, officers and employees. The Company's officers and its senior executives (collectively, the "Covered Officers") play an important and elevated role in corporate governance at the Company. Each Covered Officer shall therefore comply not only with the provisions of the Employee Policy Manual (which sets forth standards for both business conduct and ethics), but also with the provisions of this Code of Ethics. If any conflict should arise between the terms of this Code of Ethics and the Employee Policy Manual, the terms of this Code of Ethics shall govern.
This Code of Ethics is intended to be a codification of standards that is reasonably designed to deter wrongdoing and to promote:
1. Honest and ethical
conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships;
Honest and Ethical Conduct
Each Covered Officer shall act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. The Covered Officers are expected to act in accordance with the highest of standards, thereby setting an example for other officers and employees of the Company. Each Covered Officer shall comply with each provision of the Employee Policy Manual.
Covered Officers shall be free from the influence of any conflicting interest when they represent the Company in negotiations or make recommendations with respect to dealings with third parties. They are expected to deal with suppliers, customers, contractors and all others doing business with the Company on the sole basis of what is in the best interest of the Company, without favor or preference to third parties based on personal considerations. In addition, the following guidelines should be followed:
1. Covered Officers
should communicate any potential or actual conflict of interest (however
immaterial) to the Chairman of the Governance Committee, so that an
objective, third party review can be made of the matter.
Each Covered Officer shall act to promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company. Each Covered Officer shall comply with the provisions of the Company's Employee Policy Manual.
Compliance with Laws, Rules and Regulations
Each Covered Officer shall comply with all governmental laws, rules and regulations that are applicable to the Company and to each such Covered Officer (in his or her capacity as an employee of the Company). Such compliance shall be more than following the letter of the law; compliance with the spirit of the law shall be each Covered Officer's goal. In connection with issues concerning such compliance, each Covered Officer may consult with appropriate legal counsel or other outside advisors (such as the Company's independent outside auditors) on such questions as he or she deems appropriate.
Reporting of Violations of the Code
Each Covered Officer shall comply with the following guidelines, including promptly reporting any violations of this Code of Ethics in accordance with the procedures set forth below:
1. Once a year, each
Covered Officer shall certify to the Chairman of the Governance Committee
that he or she has followed this Code of Ethics and knows of no deviations
from such Code by any other Covered Officer, or shall give specific details
of any such deviation.
In accordance with the Sarbanes-Oxley Act of 2002, any director, officer and / or employee may circumvent any or all of the reporting procedures contained in this Code of Ethics by reporting any violation of this Code of Ethics, including legal, financial, accounting and / or business conduct improprieties or possible improprieties to the Chairman of the Governance Committee of the Board of Directors by writing to:
Chairman of the Governance
Accountability for Adherence to the Code
The Company and its Board of Directors expect that each of the Covered Officers will comply with all of the terms of this Code of Ethics. The Board of Directors shall determine what, if any, consequences should result from a violation of this Code of Ethics by any Covered Officer. Such consequences may include a reduction in compensation, a reassignment of responsibilities, a loss of such Covered Officer's current office or dismissal from the Company. In making its determination, the Board of Directors may take into account all relevant factors, including the type and severity of violation.
Amendments and Waivers of the Code
Amendments and waivers of this Code of Ethics shall be subject to the following guidelines:
1. An amendment of
this Code of Ethics may be made at any time by the Board of Directors of the