1. Summary This Code of Business Conduct and Ethics (the "Code") applies to all of the employees, officers, advisors and directors of Centron Industries, Inc. This Code contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. To the extent this Code requires higher standards than those required by commercial practice or applicable laws, rules or regulations; the Company adheres to these higher standards. This Code shall be implemented at all levels of hierarchy of the Company. All Employees are responsible for being aware of, adhering to and ensuring that others abide by the Code. 2. Applicable Laws, Regulations and Policies Each Employee has an obligation to comply with the laws of the cities, provinces, regions and countries in which the Company operates. This includes, without limitation, laws covering securities, labor, employment, commercial bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, offering or receiving gratuities, employment harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. Employees are expected to comprehend and comply with all laws, rules and regulations that apply to their respective positions at the Company. Each Employee shall immediately report to the Company in accordance with the Rules and Procedures and any violations of the applicable laws & regulations as well as of any provisions of the Code. If any doubt exists about whether a course of action is lawful or in compliance with the Company's policies, the Employee should seek advice immediately from his/her departmental head, HR director, the Company's in-house lawyers or CEO to avoid any possible violations. Failure to do so constitutes a violation of the Code. 3. Employment Practices 3.1 Observing Applicable Employment Laws and Agreements The Company observes fair employment practices in every aspect of its business. The following is intended to be a summary of the Company's employment practices. The Employees must comply with all applicable labor and employment laws and employment agreements entered into between the Company and Employees. If there is any conflict between the applicable law and this Code, the applicable law prevails. 3.2 Working Environment The Company is dedicated to creating a high-quality working environment under which Employees respect and trust each other such that each Employee acts in an honest, friendly and proactive way with a responsible attitude and high moral standard. Harassment Prevention The Company prohibits harassment in any form, whether physical or verbal and whether committed by supervisors, non-supervisory personnel or non-Employees. Harassment may include, but is not limited to, offensive sexual flirtations, unwanted sexual advances or propositions, verbal abuse, sexually or racially degrading words, or the display in the workplace of sexually suggestive objects or pictures. Discrimination Prevention The Company is committed to providing equal opportunity and fair treatment to all individuals on the basis of merit, without discrimination on the grounds of race, color, religion, national origin, sex (including pregnancy), age, disability, marital status or other characteristics protected by law. No Alcohol and Smoking The Company is committed to maintaining a non-smoking workplace. Smoking is prohibited on the premises of the Company including bathrooms. Drinking alcoholic beverages is prohibited while on duty or on the premises of the Company, except when expressly allowed at functions or at events sponsored by the Company or permitted by the Company. Violence Prevention The Company considers the safety and security of its Employees to be vitally important. The Company does not tolerate violence, hostility, or threats of violence at its workplace. Protection of Privacy of Employees The Company is committed to giving due respect to the privacy of its Employees. The Company shall refrain from interfering with or paying undue attention to the personal lives of its Employees unless the personal actions and behaviors have a negative impact on the Employee's work performance or the reputation and legitimate commercial interests of the Company. Open Communication The Company encourages open and honest communication about different views. Valuing Employees as Important Assets The Company believes its Employees are important assets and keys to its success. The Company is committed to establishing a fair and equal evaluation and incentive mechanism to maintain a stable and highly efficient working environment. The Company strives to maintain its success by providing opportunities that enable Employees to realize their values and careers. Conflicts of Interest The Company expects that each Employee will use his/her best efforts to discharge his/her duty in an honest and upright manner. This requires each Employee to avoid conflicts of interest between his/her personal interest and the interest of the Company. A conflict of interest occurs when an Employee's private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole. Employees should actively avoid any private interest that may influence their ability to act in the interests of the Company or that may make it difficult to perform their work objectively and effectively. For detailed provisions regarding conflicts of interest, please refer to Rules for Avoiding Conflicts of Interest. 3.3 Illegal or Improper Actions Employees are prohibited to conduct illegal or improper actions, which include, without limitation: Any action that violates applicable laws or public interests; Engagement in malpractice or dereliction of duties; Failure to discharge responsibility, duty and obligation; Failure to disclose ancillary agreements or private agreements entered into with an agent, client, supplier or partner; Misrepresentations regarding personal experience or personal physical and medical conditions to the Company; and Disparaging the Company, other Employees or competitors of the Company without any legitimate ground. 3.4 Deception and Similar Violations of Rules All Employees must be conscious of deceptive acts, misleading or false book entries and any other prohibited acts provided in Rules Prohibiting Side Agreements, Rules for Avoiding Conflicts of Interest and Rules for Use and Disclosure of Information. If an Employee becomes aware of any such acts, the Employee shall immediately report the act to the Company in accordance with Rules and Procedures stipulated in Section 10 of this Code. 4. Relationships with Competitors The Company is committed to free and open competition in the marketplace. Employees should avoid actions that would be contrary to laws governing competitive practices in the marketplace. Such actions include misappropriation and/or misuse of a competitor's confidential information or making false statements about the competitor's business and business practices or unduly impairing the commercial goodwill of its competitors. 5. Illegal or Improper Payments The Company's business conduct is founded on the principle of "fair transaction." Therefore, the Company and Employees can not offer kickbacks, bribe others, or secretly offer commissions or any other personal benefits in any form. During the course of promoting the Company's products and services, if it is necessary to offer discounts to customers, such discounts must be given openly, evidenced by supporting documents and shall be reported to the accounting department for book entry. 6. Business Partners, Vendors and Clients 6.1 Procurement of Goods and Services. We guarantee fair dealings with our vendors and we choose our vendor through a fair evaluation of competitive bids. No Employee shall discriminate against or deceive a vendor. The decision to select a vendor shall be based on solicitation reference to the product, price, service, quality and reputation of the vendor as considered in the context of the Company's long-term interests. All Employees should endeavor to deal fairly and honestly with the Company's vendor. No Employee shall attempt to unduly influence the process of choosing a vendor or treat any particular vendor on a preferential basis that would damage the vendor's assessment and selection process. Employees should not accept or solicit any personal gains from any vendor that might compromise, or appear to compromise, their objective assessment of the vendor. Employees shall hold the pricing or product information provided by the vendor or potential vendor in confidence. Execution of a supply of goods agreement must be properly approved. A supply of goods agreement must be specific as to the service and product involved, payment term, contract term and expenses. 6.2 Gifts and Entertainment The Company's business is founded on the principle of "fair transaction." Therefore, no Employee may receive kickbacks, bribe others, or secretly receive commissions or any other personal benefits. Appropriate business gifts and entertainment are welcome courtesies, however, giving or receiving gifts or entertainment is deemed by the Company as tending to impose an improper influence on a person. No Employee or his/her family members shall receive gifts, services, touring arrangements and entertainment that may affect his/her judgment in fulfilling his/her obligations to the Company. Each Employee must report to his/her departmental head any gifts offered and seek the departmental head's approval prior to receiving such gifts. Each such case shall be filed with HR department at the same time. Any Employee who is faced with an inducement to any particular business decision shall report the case to his/her departmental head. Employees may only accept gifts that do not carry any commercial value, such as a notepad or calendar. Employees should not accept gifts under the following circumstances if such gifts: may result in any unnecessary or unwanted publicity of the Company; may influence the Company or place the Company in a dilemma; may obligate the recipient in any way; or are in the form of cash or cash equivalents. All gifts and entertainment expenses made on behalf of the Company must be properly accounted for in expense reports. 6.3 Relationships with Customers or Potential Customers The Company's business success depend upon its ability to cultivate lasting customer relationships. The Company is committed to dealing with customers fairly, honestly and with integrity. Specifically, each Employee should keep the following guidelines in mind when dealing with customers or potential customers: Information the Company supplies to customers should be accurate to the best of its knowledge. Employees should not deliberately misrepresent information about the Company or its competitors to customers. Comments on its competitors or making comparisons thereof must be fair and accurate and based on publicly available information. No Employee may enter into an ancillary agreement or private agreement with customers other than the Company's standard form of agreement. No Employee may directly or indirectly bribe government officials in any form for the purpose of acquiring or retaining certain customers. 6.4 Compliance with Relevant Requirements Compliance with Relevant Requirements in the Company's Other Policies Employees must comply with other requirements related to business partners, suppliers and clients stipulated in the Company's policies and rules other than this Code, including, without limitation, Rules Prohibiting Side Agreements. 7. Confidentiality and Protection of Company Information and Assets 7.1 Use and Disclosure of Company Information In order to: ensure that all of the Company's Employees keep in strict confidence the confidential information regarding business, technology and other aspects, as a property of the Company, without privately disclosing the aforesaid information to any third parties; and comply with all applicable laws and regulations concerning "material non-public information," protect the material, non-public information from being disclosed without authorization and guard against misuse of the "material non-public information" in transactions of the Company's securities, the Company formulates and adopts Rules for Use and Disclosure of Information, which provides guidelines to the Employees in fulfilling their responsibilities regarding the confidentiality of information. 7.2 Protection of Company Assets It is each Employee's responsibility to safeguard the Company's assets against damage, misuse, theft and inadvertent access by others and comply with all requirements related to the Company's assets. The Company's assets include, without limitation, information, technical materials, software, information systems, construction, equipment, files and cash. The use of the Company's assets is limited to the Company's legitimate business purpose. Upon termination of employment, or at such time as the Company requests, an Employee must return to the Company all of its property without exception, including files and all forms of medium containing confidential information, including any and all duplicates. All inventions, creative works, computer software, and technical or trade secrets developed by an Employee in the course of performing the Employee's duties, or primarily through the use of the Company's materials and technical resources while working at the Company, shall be treated as the intellectual property of the Company and, as confidential information, shall be protected by the Company's Rules for Use and Disclosure of Information. The Company respects the proprietary rights of other companies and requires its Employees to comply with the laws and regulations that protect such proprietary rights. 8. Violations Reporting and Non-retaliation 8.1 Violations Reporting In order to ensure that all Employees as well as other companies, organizations and individuals who deal with the Company have an effective channel to report non-compliance of the Code and related policies, the Company institutes Rules and Procedures. All Employees are obliged to report any known or suspected violations to designated departments according to the Rules and Procedures. 8.2 Non-Retaliation of Reporting Retaliation by the Company or other Employees against an Employee who, in good faith, seeks help or reports known or suspected violations is strictly prohibited. However, malicious or vexatious reports or false allegations may result in disciplinary action. To eliminate fear of retaliation as a result of lawful and bona fide reporting of violations, the Company formulates and adopts the Rules Against Retaliation upon Reporting, which all Employees shall read carefully. 9. Punishment for Violations of the Code and Related Policies Any Employee who violates the Code and related policies will be subject to disciplinary action up to and including termination of employment. For details, please refer to Rules for Awarding and Termination of Employees. Conduct that violates the Code cannot be justified by claiming that it was ordered by a supervisor or someone in higher management. The Employee, on behalf of himself/herself as an individual, is also legally liable for his/her conduct if such conduct violates applicable laws and regulations.