JINTAI MINING GROUP, INC.
Code of Business Conduct and Ethics
Adopted on _____, 2010
I. Statement of Policy
This Code of Business Conduct and Ethics (the“Code”) has been adopted by the Boardof Directors of Jintai Mining Group, Inc. (the “Company,” “we,” “our” or“us”) to promote honest and ethical conduct, proper disclosure of financial information in theCompany's periodic reports, and compliance with applicable laws, rules, and regulations by theCompany's employees. This Code summarizes the legal, ethical and regulatory standards that the Company must follow and is a reminder to its directors, officers and employees of theseriousness of that commitment. As used in this Code, the term Financial Employees means executives and all managers with accounting or financial reporting responsibilities or relateddisclosure responsibilities, including but not limited to the Company Chief Executive Officer, Chief Financial Officer, principal accounting officer, controller and other persons performing similar functions. The Code should also be provided to and followed by all of the Company’s agents and representatives, including its consultants, to the same extent required of directors,certain of its officers and employees of the Company.
Our business is becoming increasingly complex, both in terms of the geographies inwhich we function and the laws with which we must comply. To help our employees understandwhat is expected of them and to carry out their responsibilities, we have created this Code ofBusiness Conduct and Ethics. While this Code covers a wide range of business practices andprocedures, it is not intended to be a comprehensive guide to all of our policies or to all of yourresponsibilities under the applicable laws or regulations. Rather, this Code sets out basicprinciples to help you resolve the ethical and legal issues that you may encounter in conductingour business. As such, this Code functions as a guideline, or a minimum requirement, that mustalways be followed.
We expect each of our employees to read and become familiar with the ethical standardsdescribed in this Code. Violations of the law, our corporate policies or this Code may lead todisciplinary action, including termination of employment or service with the Company.
II. We Insist on Honest and Ethical Conduct
We place the highest value on the integrity of our employees, and demand this level ofintegrity in all our dealings. We insist on not only ethical dealings with others, but on the ethicalhandling of actual or apparent conflicts of interest between personal and professionalrelationships.
1. Competition and Fair Dealing
All employees are required to deal honestly and fairly with our customers, suppliers,competitors, other employees and other third parties. We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information thatwas obtained without the owner’s consent, or inducing such disclosures by past or presentemployees of other companies is prohibited. No employee should take unfair advantage ofanyone through manipulation, concealment, abuse of privileged information, misrepresentationof material facts or any other intentional unfair practice, and our employees should be diligent inpreventing or terminating any such activity by the employees reporting to them.
2. Conflicts of Interest; Corporate Opportunities
Our employees should not be involved in any activity that creates or gives the appearanceof a conflict of interest between their personal interests and the interests of the Company. A conflict of interest occurs when an individual’s private interest interferes in any way or mayappear to interfere with the interests of the Company as a whole. A conflict situation can arisewhen a director, officer or employee takes actions or has interests that may make it difficult toperform his or her work for the Company objectively and effectively. Conflicts of interest mayalso arise when a director, officer or employee, or a member of his or her family, receives animproper personal benefit as a result of his or her position with the Company. It may be aconflict of interest for a director, officer or employee to work simultaneously for a competitor,customer or supplier. The best policy is to avoid any direct or indirect business connection withour customers, suppliers or competitors, except on our behalf. Loans to, or guarantees ofobligations of, employees and their family members may create conflicts of interest.
No proposed loan, advance of funds, transfer of funds, creation of debt or other liability, or similar transaction with a related party, including any entity in which a director, executiveofficer, or Employee of the Company has a direct or indirect interest, may occur without (i) priorsubmission to the Audit Committee, (ii) prior review, analysis, and approval by the Audit Committee after due consideration with management, the Company’s general counsel, theinternal auditors, the outside auditors and other appropriate parties, as applicable.
In addition, without limiting the generality of this Code’s prohibition on conflicts ofinterest by employees, examples of conflicts of interest include, but are not limited to:
· Accepting, directly or indirectly, gifts, loans, services or entertainment of morethan nominal value, from a competitor, customer, supplier, or other party doing orseeking to do business with the Company;
· Acquiring any interest or asset of any kind for the purpose of selling or leasing it to the Company; and
· Doing business with close relatives on behalf of the Company unless authorized after the relationship has been fully disclosed.
Employees must notify the Chairman of our Audit Committee of the existence of anyactual or potential conflict of interest including any actual or potential conflicts of interestinvolving their subordinate employees of which they become aware. The Audit Committee maymake a determination that a particular transaction or relationship will not result in a conflict ofinterest covered by this policy. Any waivers of this policy may only be approved by the Boardof Directors or the Audit Committee. If you are not sure whether a potential matter constitutes aconflict of interest, please contact the Chairman of our Audit Committee who will assist you inthe determination or refer you to the Company’s outside counsel.
3. Confidentiality
Our employees are entrusted with our confidential information and with the confidentialinformation of our suppliers, customers or other business partners. This information includes allnon-public information that might be of use to competitors, or harmful to the Company or itscustomers, if disclosed, and may include (a) technical or scientific information about current andfuture products, services or research, (b) business or marketing plans or projections, (c) earnings and other internal financial data, (d) personnel information, (e) supply and customer lists and (f) other non-public information that, if disclosed, might be of use to our competitors, or harmful toour suppliers, customers or other business partners. This information is our property, or theproperty of our suppliers, customers or business partners, and in many cases was developed atgreat expense.
Our employees must maintain the confidentiality of confidential information entrusted tothem by the Company, its suppliers, customers or other business partners, except whendisclosure is authorized by the Board of Directors, or general counsel, if such position ishereafter filled, or is otherwise required by applicable laws or regulations. This obligation topreserve confidential information continues even after your appointment and/or employment, asapplicable, ends. In connection with this obligation, you may have executed a confidentialityagreement when you began employment with the Company. Please see your confidentialityagreement, if any, and the Company’s employee handbook for further information regardingyour responsibilities in this area.
4. Protection and Proper Use of Corporation Assets
All employees should endeavor to protect the Company’s assets and ensure their efficientuse. Theft, carelessness and waste have a direct impact on the Company’s profitability. Anysuspected incident of fraud or theft should be immediately reported for investigation. Companyequipment should not be used for non-Company business, though incidental personal use may bepermitted.
The obligation to protect the Company’s assets includes its proprietary information.Proprietary information includes intellectual property such as trade secrets, patents, trademarks,and copyrights, as well as business, marketing and service plans, engineering and manufacturingideas, designs, databases, records, salary information and any unpublished financial data andreports. Unauthorized use or distribution of this information would violate Company policy,could be illegal and may result in civil or even criminal penalties.
5. Corporate Opportunities
Employees are prohibited from taking for themselves personally opportunities that arediscovered through the use of corporate property, information or position without the consent ofthe Board of Directors. No employee may use corporate property, information or position for improper personal gain, and no employee may compete with the Company directly or indirectly.Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
III. Provide Full, Fair, Accurate, Timely and Understandable Disclosure
We are committed to providing our stockholders and investors with full, fair, accurate,timely and understandable disclosure in the reports that we file with the Securities and ExchangeCommission. You must take all steps available to assist the Company in these responsibilities.To this end, our employees shall:
· not make false or misleading entries in our books and records for any reason;
· notify our Chief Financial Officer if they become aware of an unreported or
questionable transaction;
· maintain a system of internal accounting controls that will provide reasonable
assurances to management that all transactions are properly recorded;
· prohibit the establishment of any undisclosed or unrecorded funds or assets;
· maintain a system of internal controls that will provide reasonable assurances toour management that material information about the Company is made known tomanagement, particularly during the periods in which our periodic reports arebeing prepared; and
· present information in a clear and orderly manner and avoid the use of
unnecessary legal and financial language in our periodic reports.
IV. Special Ethical Obligations for Employees with Financial Reporting Responsibilities
In performing their duties, our Financial Employees must adhere to and advocate to thebest of their ability the following principles governing their professional and ethical conduct:
· Act with honesty and integrity, including the ethical handling of actual orapparent conflicts of interests between personal and professional relationships;
· Comply with all applicable laws, rules and regulations of federal, state, provincialand local governments, and other appropriate private and public regulatoryagencies applicable to the performance of his or her duties with the Company;
· Comply with the Company’s established accounting procedures, system ofinternal controls and generally accepted accounting principles;
· Promptly disclose to the Audit Committee any significant deficiencies in thedesign or operation of the Company’s internal controls impacting the collectionand reporting of financial data and any fraud involving management or otheremployees who play a significant role in the Company’s internal controls; and
· Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely and understandable disclosure
in reports and documents that the Company files with, or submits to,governmental agencies, including the Securities and Exchange Commission, and in other public communications made by the Company.
V. Compliance with all Laws, Rules and Regulations
We are committed to full compliance with the laws and regulations of the cities, statesand countries in which we operate, including, but not limited to:
· Conducting our activities in full compliance with all applicable environmentallaws;
· prohibiting any illegal payments, gifts or gratuities to any government orgovernment employee;
· prohibiting the unauthorized use, reproduction, or distribution of any third party’strade secrets, copyrighted information or confidential information; and
· complying with all applicable securities laws.
Our employees who have access to material, nonpublic information about the Companyare not permitted to use or share that information for stock trading purposes or for any otherpurpose except in the conduct of our business. All non-public information about the Companyshould be considered confidential information. To use non-public information for personalfinancial benefit or to “tip” others who might make an investment decision on the basis of thisinformation is not only unethical but also illegal.
Any employee who violates the law or this Code may be subject to immediatedisciplinary action, including possible termination of employment or affiliation with the Company.
VI. Compliance Procedures; Reporting Violations; and Effect of Violations
Compliance with this Code, first and foremost, is the individual responsibility of everyemployee. We attempt to foster a work environment in which ethical issues and concerns may beraised and discussed with supervisors or with others without the fear of retribution.
1. Reporting Violations and Questions
Employees must promptly report, in person or in writing, any known or suspectedviolations of laws, governmental regulations or this Code to the Chairman of the AuditCommittee. Any questions or violation reports will be addressed immediately and seriously.
2. No Retaliation; Internal Investigation
We will not allow any retaliation against an employee who acts in good faith in reportingany violation. When an alleged violation of the Code is reported, we shall take prompt andappropriate action in accordance with the law and regulations otherwise consistent with goodbusiness practices. Our Audit Committee will investigate any reported violations and willdetermine an appropriate response, including corrective action and preventative measures,involving the Chief Executive Officer when required. All reports will be treated confidentiallyto every extent possible.
3. Consequences of a Violation
Employees that violate any laws, governmental regulations or this Code will face appropriate, case specific disciplinary action, which may include demotion or immediate discharge.
4. At Will Employment
Nothing in this Code shall confer upon employees any right to continue in theemployment of the Company for any period of specific duration or interfere with or otherwiserestrict in any way the rights of the Company (or any parent or subsidiary of the Companyemploying or retaining the employee) or of the employee, which rights are hereby expresslyreserved by each, to terminate the employee’s service with the Company at any time for anyreason, with or without cause.
VII. Waivers of the Code of Ethics
Any waiver of this Code for employees may be made only by the Board of Directors, orthe Audit Committee and will be promptly disclosed as required by law and the rules of theNYSE Amex LLC. Requests for waivers must be made in writing to the Board of Directors orthe Audit Committee prior to the occurrence of the violation of the Code.
