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AUTO PARTS, INC.
CODE OF ETHICS
This Code of Ethics sets forth the guiding principles
by which we operate our company and conduct our daily
business with our stockholders, customers, vendors and
with each other. These principles apply to all of the
directors, officers and employees of SORL Auto Parts,
Inc. and its affiliates, including our joint venture,
Ruili Group Ruian Auto Parts Co., Ltd. (referred to in
this Code as the ¡°COMPANY¡±).
COMPLYING WITH LAWS, REGULATIONS, POLICIES AND PROCEDURES
All directors, officers and employees of the Company are
expected to understand, respect and comply with all of
the laws, regulations, policies and procedures that apply
to them in their positions with the Company. Employees
are responsible for talking to their supervisors to determine
which laws, regulations and Company policies apply to
their position and what training is necessary to understand
and comply with them.
Directors, officers and employees are directed to specific
policies and procedures available to persons they supervise.
CONFLICTS OF INTEREST
All directors, officers and employees of the Company should
be scrupulous in avoiding any action or interest that
conflicts with, or gives the appearance of a conflict
with, the Company¡¯s interests. A ¡°conflict of interest¡±
exists whenever an individual¡¯s private interests interfere
or conflict in any way (or even appear to interfere or
conflict) 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 work for the Company objectively
and effectively. Conflicts of interest may also arise
when a director, officer or employee or a member of his
or her family receives improper personal benefits as a
result of his or her position with the Company, whether
from a third party or from the Company. Company employees
are encouraged to utilize the Company¡¯s products and services,
but this should generally be done on an arm¡¯s length basis
and in compliance with applicable law.
Conflicts of interest may not always be clear-cut, so
if a question arises, an officer or employee should consult
with higher levels of management, the board of directors
or company counsel. 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.
In establishing this Code, we recognize the significant
benefit received by the Company in our continuing relationship
with a related company, Ruili Group Co. Ltd. This relationship
has been and will continue to be disclosed in our filings
with the United States Securities and Exchange Commission.
Directors, officers and employees are prohibited from
(a) taking for themselves personally opportunities that
properly belong to the Company or are discovered through
the use of corporate property, information or position;
(b) using corporate property, information or position
for personal gain; and (c) subject to pre-existing fiduciary
obligations, competing with the Company. Directors, officers
and employees owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises.
Directors, officers and employees must maintain the confidentiality
of confidential information entrusted to them by the Company
or its suppliers or customers, except when disclosure
is specifically authorized by the board of directors or
required by laws, regulations or legal proceedings. Confidential
information includes all non-public information that might
be material to investors or of use to competitors of the
Company or harmful to the Company or its customers or
employees if disclosed.
We seek to outperform our competition fairly and honestly.
We seek competitive advantages through superior performance,
never through unethical or illegal business practices.
Stealing proprietary information, possessing or utilizing
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 director, officer and employee is expected to deal
fairly with the Company¡¯s customers, suppliers, competitors,
officers and employees. No one should take unfair advantage
of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material
facts or any other unfair dealing.
PROTECTION AND PROPER USE OF THE
All directors, officers and employees should protect the
Company¡¯s assets and ensure their efficient use. All Company
assets should be used only for legitimate business purposes.
PUBLIC COMPANY REPORTING
As a public company in the United States, it is of critical
importance that the Company¡¯s filings with the United
States Securities and Exchange Commission be accurate
and timely. Depending on their position with the Company,
an employee, officer or director may be called upon to
provide necessary information to assure that the Company¡¯s
public reports are complete, fair and understandable.
The Company expects employees, officers and directors
to take this responsibility very seriously and to provide
prompt accurate answers to inquiries related to the Company¡¯s
public disclosure requirements.
FINANCIAL STATEMENTS AND OTHER
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
both conform to applicable legal requirements and to the
Company¡¯s system of internal controls. Unrecorded or ¡°off
the books¡± funds or assets should not be maintained unless
permitted by applicable law or regulation.
Records should always be retained or destroyed according
to the Company¡¯s record retention policies. In accordance
with those policies, in the event of litigation or governmental
investigation, please consult the board of directors.
REPORTING ILLEGAL OR UNETHICAL
Employees, officers and directors who suspect or know
of violations of this Code or illegal or unethical business
or workplace conduct by employees, officers or directors
have an obligation to contact either their supervisor
or superiors. If the individuals to whom such information
is conveyed are not responsive, or if there is reason
to believe that reporting to such individuals is inappropriate
in particular cases, then the employee, officer or director
may contact the Chairman of our Board of Directors or
the Chief Operating Officer of the Company. Such communications
will be kept confidential to the extent feasible. If the
employee is still not satisfied with the response, the
employee may contact the chairman of the board of directors
or any of the Company¡¯s outside directors.
The Company¡¯s policy is to comply with all applicable
financial reporting and accounting regulations. If any
director, officer or employee of the Company has unresolved
concerns or complaints regarding questionable accounting
or auditing matters of the Company, then he or she is
encouraged to submit those concerns or complaints (anonymously,
confidentially or otherwise) to the Company¡¯s audit committee.
Subject to its legal duties, the audit committee and the
board of directors will treat such submissions confidentially.
Such submissions may be directed to the attention of the
Company¡¯s audit committee, or any director who is a member
of the Company¡¯s audit committee.
The Company prohibits retaliation of any kind against
individuals who have made good faith reports or complaints
of violations of this Code or other known or suspected
illegal or unethical conduct.
AMENDMENT, MODIFICATION AND WAIVER
This code may be amended or modified by the board of directors
of the Company. Only the board of directors or a committee
of the board of directors with specific delegated authority
may grant waivers of this Code of Ethics. Waivers will
be disclosed to stockholders as required by the Securities
Exchange Act of 1934 and the rules thereunder and the
applicable rules of the NASDAQ Stock Market.
Violation of this Code of Ethics is grounds for disciplinary
action up to and including termination of employment.
Such action is in addition to any civil or criminal liability
which might be imposed by any court or regulatory agency.