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8-K - IT TECH PACKAGING, INC. | d25599.htm |
EX-99.1 - IT TECH PACKAGING, INC. | d25599_ex99-1.htm |
CODE
OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF ORIENT
PAPER, INC.
A goal of
Orient Paper, Inc. (the “Company”) and its subsidiaries is to promote
professional and ethical conduct with respect to its business practices
worldwide. This code provides ethical standards to which all of our executive
officers, including our principal executive, financial and accounting officers,
our directors, our financial managers and all employees are expected to adhere
and promote regarding individual and peer responsibilities, and responsibilities
to other employees, the Company, the public and other stakeholders.
1. TREAT
IN AN ETHICAL MANNER THOSE TO WHOM WE HAVE AN OBLIGATION
We are
committed to honesty, just management, fairness, providing a safe and healthy
environment free from the fear of retribution, and respecting the dignity due
everyone.
For the
communities in which we live and work we are committed to observe sound
environmental business practices and to act as concerned and responsible
neighbors, reflecting all aspects of good citizenship.
For our
shareholders we are committed to pursuing sound growth and earnings objectives
and to exercising prudence in the use of our assets and resources.
For our
suppliers and partners we are committed to fair competition and the sense of
responsibility required of a good customer and teammate.
2.
PROMOTE A POSITIVE WORK ENVIRONMENT
All
employees want and deserve a workplace where they feel respected, satisfied, and
appreciated. We respect cultural diversity and will not tolerate harassment or
discrimination of any kind -- especially involving race, color, religion,
gender, age, national origin, disability, and veteran or marital
status.
Providing
an environment that supports honesty, integrity, respect, trust, responsibility,
and citizenship permits us the opportunity to achieve excellence in our
workplace. While everyone who works for the Company must contribute to the
creation and maintenance of such an environment, our executives and management
personnel assume special responsibility for fostering a work environment that is
free from the fear of retribution and will bring out the best in all of us.
Supervisors must be careful in words and conduct to avoid placing, or seeming to
place, pressure on subordinates that could cause them to deviate from acceptable
ethical behavior.
3.
PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN
We are
committed to providing a drug-free, safe and healthy work environment, and to
observing environmentally sound business practices. We will strive, at a
minimum, to do no harm and where possible, to make the communities in which we
work a better place to live. Each of us is responsible for compliance with
environmental, health and safety laws and regulations.
4. KEEP
ACCURATE AND COMPLETE RECORDS
We must
maintain accurate and complete Company records. Transactions between the Company
and outside individuals and organizations must be promptly and accurately
entered in our books in accordance with generally accepted accounting practices
and principles. No one should rationalize or even consider misrepresenting facts
or falsifying records. It will not be tolerated and will result in disciplinary
action.
5. OBEY
THE LAW
We will
conduct our business in accordance with all applicable laws and regulations.
Compliance with the law does not comprise our entire ethical responsibility.
Rather, it is a minimum, absolutely essential condition for performance of our
duties. In conducting business, we shall:
A.
STRICTLY ADHERE TO ALL COMPETITION LAWS
Officer,
directors and employees must strictly adhere to all antitrust and related
competition and antimonopoly laws. Such laws exist in the United States, China
and other countries where the Company may conduct business. These laws prohibit
practices in restraint of trade such as price fixing and boycotting suppliers or
customers. They also bar pricing intended to run a competitor out of business;
disparaging, misrepresenting, or harassing a competitor; stealing trade secrets;
bribery; and kickbacks.
B.
STRICTLY COMPLY WITH ALL SECURITIES LAWS
In our
role as a publicly owned company, we must always be alert to and comply with the
securities laws and regulations of the United States, China, and other countries
where the Company may conduct its business.
C. DO NOT
ENGAGE IN SPECULATIVE OR INSIDER TRADING
United
States law and Company policy prohibits officers, directors and employees,
directly or indirectly through their families or others, from purchasing or
selling company stock while in the possession of material, non-public
information concerning the Company. This same prohibition applies to trading in
the stock of other publicly held companies on the basis of material, non-public
information. To avoid even the appearance of impropriety, Company policy also
prohibits officers, directors and employees from trading options on the open
market in Company stock under any circumstances.
Material,
non-public information is any information that could reasonably be expected to
affect the price of a stock. If an officer, director or employee is considering
buying or selling a stock because of inside information they possess, they
should assume that such information is material. It is also important for the
officer, director or employee to keep in mind that if any trade they make
becomes the subject of an investigation by the government, the trade will be
viewed after-the-fact with the benefit of hindsight. Consequently, officers,
directors and employees should always carefully consider how their trades would
look from this perspective.
Two
simple rules can help protect you in this area: (1) Don't use non-public
information for personal gain. (2) Don't pass along such information to someone
else who has no need to know.
This
guidance also applies to the securities of other companies for which you receive
information in the course of your employment.
D. BE
TIMELY AND ACCURATE IN ALL PUBLIC REPORTS
As a
public company, we must be fair and accurate in all reports filed with the
United States Securities and Exchange Commission. Our officers, directors and
management are responsible for ensuring that all reports are filed in a timely
manner and that they fairly present the financial condition and operating
results of the Company.
Securities
laws are vigorously enforced. Violations may result in severe penalties
including significant fines against the Company. There may also be sanctions
against individual employees including substantial fines and prison
sentences.
The Chief
Executive Officer and Chief Financial Officer will certify to the accuracy of
reports filed with the SEC in accordance with the Sarbanes-Oxley Act of 2002.
Officers and Directors who knowingly or willingly make false certifications may
be subject to criminal penalties or sanctions including fines and
imprisonment.
6. AVOID
CONFLICTS OF INTEREST
Our
officers, directors and employees have an obligation to give their complete
loyalty to the best interests of the Company. They should avoid any action that
may involve, or may appear to involve, a conflict of interest with the company.
Officers, directors and employees should not have any financial or other
business relationships with suppliers, customers or competitors that might
impair, or even appear to impair, the independence of any judgment they may need
to make on behalf of the Company.
HERE ARE
SOME WAYS A CONFLICT OF INTEREST COULD ARISE:
-
Employment by a competitor, or potential competitor, regardless of the nature of
the employment, while employed by us.
-
Acceptance of gifts, payment, or services from those seeking to do business with
us.
-
Placement of business with a firm owned or controlled by an officer, director or
employee or his/her family.
-
Ownership of, or substantial interest in, a company that is a competitor, client
or supplier.
- Acting
as a consultant to one of our customers, clients or suppliers.
- Seeking
the services or advice of an accountant or attorney who has provided services to
us.
Officers,
directors and employees are under a continuing obligation to disclose any
situation that presents the possibility of a conflict or disparity of interest
between the officer, director or employee and the Company. Disclosure of any
potential conflict is the key to remaining in full compliance with this
policy.
7.
COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES
We must
comply with the laws and regulations that pertain to the acquisition of goods
and services. We will compete fairly and ethically for all business
opportunities. In circumstances where there is reason to believe that the
release or receipt of non-public information is unauthorized, do not attempt to
obtain and do not accept such information from any source.
If you
are involved in Company transactions, you must be certain that all statements,
communications, and representations are accurate and truthful.
8. AVOID
ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS
The sale
and marketing of our products and services should always be free from even the
perception that favorable treatment was sought, received, or given in exchange
for the furnishing or receipt of business courtesies. Our officers, directors
and employees will neither give nor accept business courtesies that constitute,
or could be reasonably perceived as constituting, unfair business inducements or
that would violate law, regulation or policies of the Company, or could cause
embarrassment to or reflect negatively on the Company's reputation.
9.
MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES
Business
integrity is a key standard for the selection and retention of those who
represent us. Agents, representatives and consultants must certify their
willingness to comply with the Company's policies and procedures and must never
be retained to circumvent our values and principles. Paying bribes or kickbacks,
engaging in industrial espionage, obtaining the proprietary data of a third
party without authority, or gaining inside information or influence are just a
few examples of what could give us an unfair competitive advantage and could
result in violations of law.
10.
PROTECT PROPRIETARY INFORMATION
Proprietary
Company information may not be disclosed to anyone without proper authorization.
Keep proprietary documents protected and secure. In the course of normal
business activities, suppliers, customers and competitors may sometimes divulge
to you information that is proprietary to their business. Respect these
confidences.
11.
OBTAIN AND USE COMPANY ASSETS WISELY
Personal
use of Company property must always be in accordance with corporate policy.
Proper use of Company property, information resources, material, facilities and
equipment is your responsibility. Use and maintain these assets with the utmost
care and respect, guarding against waste and abuse, and never borrow or remove
Company property without management's permission.
12.
FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND
ACTIVITIES
We
encourage our employees to become involved in civic affairs and to participate
in the political process. Employees must understand, however, that their
involvement and participation must be on an individual basis, on their own time
and at their own expense. United States law prohibits corporations from donating
corporate funds, goods, or services, directly or indirectly, to candidates for
governmental offices either in the United States or China -- this includes
employees' work time. Local and state/provincial laws also govern political
contributions and activities as they apply to their respective
jurisdictions.
13. BOARD
COMMITTEES.
The
Company’s Audit Committee shall be empowered to enforce the Company’s Code of
Ethics. The Audit Committee will report to the Board of Directors at least once
each year regarding the general effectiveness of the Company's Code of Ethics,
the Company's controls and reporting procedures and the Company's business
conduct.
14.
DISCIPLINARY MEASURES.
The
Company shall consistently enforce its Code of Ethics through appropriate means
of discipline. Violations of the Code shall be promptly reported to the Audit
Committee. Pursuant to procedures adopted by it, the Audit Committee shall
determine whether violations of the Code have occurred and, if so, shall
determine the disciplinary measures to be taken against any employee or agent of
the Company who has so violated the Code.
Any
information you may have concerning any violation of this Code of Ethics should
be brought to the attention of the Audit Committee. If you provide information
to the Audit Committee, it will be treated in confidence. Communications to the
Audit Committee should be sent to the attention of one of the Audit Committee
Representatives. The Audit Committee Representatives shall be the
chairman of the audit committee and one other member of the audit committee who
is designated for that purpose by the audit committee. The names and
contact information for initial Audit Committee Representatives is set forth on
Exhibit
A. A copy of this Code of Ethics will be maintained on our
website at www.orientalpapercorporation.com. The Code of Ethics on
our website will include the names of and contact information for the Audit
Committee Representatives.
The
disciplinary measures, which may be invoked at the discretion of the Audit
Committee, include, but are not limited to, counseling, oral or written
reprimands, warnings, probation or suspension without pay, demotions, reductions
in salary, termination of employment and restitution.
Persons
subject to disciplinary measures shall include, in addition to the violator,
others involved in the wrongdoing such as (i) persons who fail to use reasonable
care to detect a violation, (ii) persons who if requested to divulge information
withhold material information regarding a violation, and (iii) supervisors who
approve or condone the violations or attempt to retaliate against employees or
agents for reporting violations or violators.
Exhibit
A
Names and
Contact Information for Audit Committee Representatives
1.
|
Drew
Bernstein, Chairman of Audit
Committee
|
Address:
Bernstein & Pinchuk LLP, 7 Penn Plaza, Suite 830, New York, NY
10001
Phone:
(646) 442-4811
Fax:
(212) 279-7901
Email:
drew@bpaccountants.com
2.
|
Wenbing
Christopher Wang
|
TYG
Center Tower B, Suite 2601
Dong San
Huan Bei Lu Bing 2
Beijing,
PRC 100027
Phone:
Fax:
Email: