EXHIBIT 14.1
SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
(Adopted by the Board of Directors on April __, 2005)
Introduction
This Code of Business Conduct and Ethics covers a wide range of
business practices and procedures. It does not cover every issue that may arise
but it sets out basic principles to guide all employees of Sunwin International
Neutraceuticals, Inc. (the "Company"). All of our officers, directors and
employees must conduct themselves accordingly and seek to avoid even the
appearance of improper behavior. The code should also be provided to and
followed by the Company's agents and representatives, including consultants.
If a law conflicts with a policy in this Code, you must comply with the
law. If you have any questions about these conflicts, you should ask your
supervisor how to handle the situation.
Those who violate standards in this Code will be subject to
disciplinary action, up to and including termination of employment. If you are
in a situation that you believe may violate or lead to a violation of this Code,
follow the guidelines described in Section 14 of this Code.
1. Compliance with Laws, Rules and Regulations
Obey the law, both in letter and in spirit, is the foundation on which
our ethical standards are built. All employees must respect and obey the laws of
the cities, states and countries in which we operate. Although not all employees
are expected to know the details of these laws, it is important to know enough
about them to determine when to seek advice from supervisors, managers or other
appropriate personnel.
2. Conflicts of Interest
A "conflict of interest" exists when a person's private interests
interferes in any way with the interests of the Company. A conflict situation
can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her Company work objectively and
efficiently. Conflicts of interest may also arise when an employee, officer or
director, or members of his or her family, receives improper personal benefits
as a result of his or her position in the Company. Loans to, or guarantees of
obligations of, employees and their family members may create conflicts of
interest.
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It is almost always a conflict of interest for a Company employee to
work simultaneously for a competitor, customer or supplier. You are not allowed
to work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf. Conflicts of interest are prohibited as a
matter of Company policy, except under guidelines approved by our Board of
Directors. Conflicts of interest may not always be clear-cut, so if you have a
question, you should consult with higher levels of management. Any employee,
officer or director who becomes aware of a conflict or potential conflict should
bring it to the attention of a supervisor, manager or other appropriate
personnel or consult with the procedures described in Section 14 of this Code.
3. Insider Trading
Employees who have access to confidential information are not permitted
to use or share that information for stock trading purposes or for any other
purpose except the conduct of our business. All non-public information about the
Company should be considered confidential information. To use non-public
information for persona financial benefit or to "tip" others who might make an
investment decision on the basis of this information is not only unethical but
also illegal.
4. Corporate Opportunities
Employees, officer and directors are prohibited from taking for
themselves personally, opportunities that are discovered through the use of
corporate property, information or position without the consent of the 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.
5. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. Stealing
proprietary information, possessing trade secret information that was obtained
without the owner's consent, or inducing such disclosures by past or present
employees of other companies is prohibited. Each officer, director and employee
should respect the rights of and deal fairly with the Company's customers,
suppliers, competitors and employees. No employee should take unfair advantage
of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair-dealing
practice.
The purpose of business entertainment and gifts in a commercial setting
is to create good will and sound working relationships, not to gain unfair
advantage with customers. No gift, or entertainment should ever be offered,
given, provided or accepted by any Company employee, family member of an
employee or agent, unless it (a) is not in cash, (b) is consistent with
customary business practices, (c) is not excessive in value, (d) cannot be
construed as a bribe or payoff and (e) does not violate any laws or regulations.
Please discuss with your supervisor any gifts or proposed gifts that you are not
certain are appropriate.
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6. Discrimination and Harassment
The diversity of the Company's employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all respects aspects of
employment and will not tolerate illegal discrimination or harassment of any
kind. Examples include derogatory comments based on racial or ethnic
characteristics and unwelcome sexual advances.
7. Health and Safety
The Company strives to provide each employee with a safe and healthy
work environment. Each employee has responsibility for maintaining a safe and
healthy workplace for all employees by following safety and health rules and
practices and reporting accidents, injuries and unsafe equipment, practices or
conditions.
Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of alcohol and/or illegal drugs in the
workplace will not be tolerated.
8. Record-Keeping
The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported.
Many employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or the Company's controller or chief
financial officer.
All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions and must conform to both applicable legal requirements
and to the Company's systems of accounting and internal controls. Unrecorded or
"off the books" funds or assets should not be maintained unless permitted by
applicable laws or regulations.
Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos and formal reports. Records should
always be retained or destroyed according to the Company's record retention
policies. In accordance with these policies, in the event of litigation or
governmental investigation please consultant your supervisor. All e-mail
communications are the property of the Company and employees, officers and
directors should not expect that Company or personal e-mail communications are
private. All e-mails are the property of the Company. No employee, officer or
director shall use Company computers, including to access the internet, for
personal or non-Company business.
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9. Confidentiality
Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is
required by laws or regulations. Confidential information includes all
non-public information that might be of use to competitors, or harmful to the
Company or its customers, if disclosed. It also includes information that
suppliers and customers have entrusted to us. The obligation to preserve
confidential information continues even after employment ends. In connection
with this obligation, employees, officers and directors may be required to
execute confidentiality agreements confirming their agreement to be bound not to
disclose confidential information. If you are uncertain whether particular
information is confidential or non-public, please consult your supervisor.
10. Protection and Proper Use of Company Assets
All officers, directors and employees should endeavor to protect the
Company's assets and ensure their efficient use. Theft, carelessness and waste
have a direct impact on the Company's profitability. Any suspected incident of
fraud or theft should be immediately reported for investigation. Company
equipment should not be used for non-Company business.
The obligation of officers, directors and employees to protect the
Company's assets includes it 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
manufacturing ideas, designs, databases, records, salary information and any
unpublished financial data and reports. Unauthorized use or distribution of this
information would violate Company policy. It could also be illegal and result in
civil or even criminal penalties.
11. Payments to Government Personnel
The Unites States Foreign Corrupt Practices Act prohibits giving
anything of value, directly or indirectly, to officials of foreign governments
or foreign political candidates in order to obtain or retain business. It is
strictly prohibited to make illegal payments to government officials of any
country.
In addition, the U. S. government has a number of laws and regulations
regarding business gratuities that may be accepted by U. S. government
personnel. The promise, offer or delivery to an official or employee of the U.
S. government of a gist, favor or other gratuity in violation of these rules
would not only violate Company policy, but could also be a criminal offense.
State and local governments, as well as foreign governments, may have similar
rules.
12. Waivers of the Code of Business Conduct and Ethics
Any waiver of the provisions of this Code may be made only by the Board
of Directors and will be promptly disclosed as required by law or stock exchange
rule or regulation.
13. Reporting any Illegal or Unethical Behavior
Employees are encouraged to talk with supervisors, managers or Company
officials about observed illegal or unethical behavior, and when in doubt about
the best course of action in a particular situation. It is the Company's policy
not to allow retaliation for reports of misconduct by others made in good faith
by employees. Employees are expected to cooperate in internal investigations of
misconduct, and the failure to do so could serve as grounds for termination. Any
employee may submit a good faith concern regarding questionable accounting or
auditing matters without fear of dismissal or retaliation of any kind.
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14. Compliance Procedures
We must all work to ensure prompt and consistent action against
violations of this Code. However, in some situations, it is difficult to know if
a violation has occurred. Since we cannot anticipate every situation that may
arise, it is important that we have a way to approach a new question or problem.
These are steps to keep in mind:
o Make sure you have all the facts. In order to reach the rights
solutions, we must be as fully informed as possible.
o Ask yourself, what specifically am I being asked to do - does
it seem unethical or improper? This will enable you to focus
on the specific question you are faced with, and the
alternatives you have. Use your judgment and common sense; if
something seems unethical or improper, it probably is.
o Clarify your responsibility and role. In most situations,
there is shared responsibility. Are your colleagues informed?
It may help to get others involved and discuss the problem.
o Discuss the problem with your supervisor. This is the basic
guidance for all situations. In many cases, your supervisor
will be more knowledgeable about the question, and will
appreciate being brought into the decision-making process.
Keep in mind that it is your supervisor's responsibility to
help solve problems. If your supervisor does not or cannot
remedy the situation, or you are uncomfortable binging the
problem to the attention of your supervisor, bring the issue
to the attention of the human resources supervisor, or to an
officer of the Company.
o You may report ethical violations in confidence and without
fear of retaliation. If your situation requires that your
identity be kept secret, your anonymity will be protected. The
Company does not permit retaliation of any kind for good faith
reports of ethical violations.
o Always ask first - act later. If you are unsure of what to do
in any situation, seek guidance before your act.
CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS
OF SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC.
Sunwin International Neutraceuticals, Inc. (the "Company") has a Code
of Business Conduct and Ethics applicable to all employees, officers and
directors of the Company. The Chief Executive Officer (CEO) and senior financial
officers of the Company, including its chief financial officer and principal
accounting officer, are bound by the provisions set forth therein relating to
ethical conduct, conflicts of interest and compliance with law. In addition to
the Code of Business Conduct and Ethics, the CEO and senior financial officers
of the Company are also subject to the following specific policies:
1. The CEO and senior financial officers are responsible for full,
fair, accurate, timely and understandable disclosure in the periodic reports and
other filings required to be made by the Company with the Securities and
Exchange Commission. Accordingly, it is the responsibility of the CEO and each
senior financial officer promptly to bring to the attention of the Board of
Directors any material information of which he or she may become aware that
affects the disclosures made by the Company in its public filings or otherwise
impairs the ability of the Company to make full, fair, accurate, timely and
understandable public disclosures.
2. The CEO and each senior financial officer shall promptly bring to
the attention of the Company's Audit Committee any information he or she may
have concerning (a) significant deficiencies in the design or operation of
internal controls which could adversely affect the Company's ability to record,
process, summarize and report financial data or (b) any fraud, whether or not
material, that involves management or other employees who have a significant
role in the Company's financial reporting, disclosures or internal controls.
3. The CEO and each senior financial officer shall promptly bring to
the attention of the Board of Directors and the Audit Committee any information
he or she may have concerning any violation of the Company's Code of Business
Conduct and Ethics, including any actual or apparent conflicts of interest
between personal and processional relationships, involving management or other
employees who have a significant rule in the Company's financial reporting,
disclosures or internal controls.
4. The CEO and each senior financial officer shall promptly bring to
the attention of the Board of Directors and Audit Committee any information he
or she may have concerning evidence of a material violation of the securities or
other laws, rules or regulations applicable to the Company and the operation of
its business, by the Company or any agent thereof, or of violation of the Code
of Business Conduct and Ethics or of these additional procedures.
5. The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of violations
of the Code of Business Conduct and Ethics of these additional procedures by the
CEO and the Company's senior financial officers. Such actions shall be
reasonably designed to deter wrongdoing and to promote accountability for
adherence to the Code of Business Conduct and Ethics and to these additional
procedures, and shall include written notices to the individual involved that
the Board has determined that there has been a violation, censure by the Board,
demotion or reassignment of the individual involved, suspension with or without
pay or benefits (as determined by the Board) and termination of the individual's
employment. In determining what action is appropriate in a particular case, the
Board of Directors or such designee shall take into account all relevant
information, including the nature and severity of the violation, whether the
violation was a single occurrence or repeated occurrences, whether the violation
appears to have been intentional or inadvertent, whether the individual in
question had been advised prior to the violation as to the proper course of
action and whether or not the individual in question had committed other
violations in the past.