Annual Report of a Foreign Private Issuer — Form 20-F Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 20-F Annual Report of a Foreign Private Issuer HTML 1.20M
2: EX-11.1 Statement re: Computation of Earnings Per Share HTML 18K
3: EX-12.1 Statement re: Computation of Ratios HTML 18K
4: EX-12.2 Statement re: Computation of Ratios HTML 18K
5: EX-13.1 Annual or Quarterly Report to Security Holders HTML 10K
6: EX-13.2 Annual or Quarterly Report to Security Holders HTML 10K
EX-11.1 — Statement re: Computation of Earnings Per Share
The
following code of ethics (the “Code”) for Wowjoint Holdings Limited (the
“Company”) is adopted pursuant to §406 of the Sarbanes Oxley Act of 2002 and
U.S. Securities and Exchange Commission Release No. 33-8177.
This Code
applies to the Company’s Senior Executive and Financial Officers, including but
not limited to the Company’s chief executive officer, chief financial officer,
controller, treasurer, and chief internal auditor, if any (collectively, the
“Senior Executive and Financial Officers”).
The
Senior Executive and Financial Officers shall (absent a waiver from the
Company’s Board of Directors, including a majority of the Board’s independent
directors, after full disclosure), to the best of their knowledge and ability,
adhere to and promote the following principles and responsibilities governing
their professional and ethical conduct:
1. Senior
Executive and Financial Officers shall act with honesty and integrity, including
ethically handling actual or apparent conflicts of interest between personal and
professional relationships of Senior Executive and Financial
Officers.
2. Senior
Executive and Financial Officers shall avoid “conflicts of interest”, including
disclosure to the appropriate persons of any material transaction or
relationship which reasonably could be expected to give rise to such a conflict.
A “conflict of interest” exists whenever an individual’s private interest
interferes in any way, or even appears to interfere, with the interests of the
Company as a whole. A situation creating a conflict can arise when a Senior
Executive and Financial Officer takes actions or has interests or directly or
indirectly receives a personal benefit which may make it difficult to perform
his or her duties for the Company objectively and effectively. It is almost
always a conflict of interest for a Company employee to work simultaneously for
a competitor, customer or supplier. Conflicts of interest may also arise when a
Senior Executive and Financial Officer or members of his or her family, receive
improper personal benefits as a result of his or her position in the Company,
whether received from the Company or a third party. Loans to, or guarantees of,
obligations of Senior Executive and Financial Officers and their respective
family members may create conflicts of interest.
3. Senior
Executive and Financial Officers 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) competing
with the Company. Senior Executive and Financial Officers owe a duty to the
Company to advance its legitimate interests when the opportunity to do so
arises.
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4. Senior
Executive and Financial Officers shall provide full, fair, accurate, timely and
understandable disclosure in all reports and documents which the Company files
with, or submits to, the United States Securities and Exchange Commission
(“SEC”) and in other public filings or communications made by the
Company.
5. Senior
Executive and Financial Officers should endeavor to deal fairly with the
Company’s customers, suppliers, competitors, officers and employees. Senior
Executive and Financial Officers should not take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or use any other unfair-dealing
practice.
6. Senior
Executive and Financial Officers should protect the Company’s assets and ensure
their efficient use. Theft, carelessness and waste have a direct impact upon the
Company’s profitability. All Company assets must be used for legitimate business
purposes.
7. Senior
Executive and Financial Officers should maintain the confidentiality of
information entrusted to them by the Company and any other confidential
information with respect to the Company, its business or finances, customers, or
suppliers which becomes known to them from any source, except when disclosure is
authorized or legally mandated. For purposes of this Code, “confidential
information” includes, but is not limited to, all non-public information with
respect to the Company, its business or finances, or its customers or
suppliers.
8. Senior
Executive and Financial Officers shall comply with all applicable governmental
laws, rules and regulations.
9. Senior
Executive and Financial Officers shall promptly report violations of this Code
to the Board of Directors or to a committee designated by the Board of
Directors.
Each
Senior Financial Officer is expected to adhere at all times to this Code and
acknowledge that failure to adhere to this Code may result in disciplinary
action as recommended by the Company’s Board of Directors and may include
termination of employment. No one shall be subject to retaliation as a result of
a good faith report of a suspected violation.
This Code
may be revised or supplemented form time to time including, but not limited to,
to reflect changing laws and ethical standards.
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This Code
is a statement of certain fundamental principles, policies and procedures which
govern the Company’s Senior Executive and Financial Officers in the conduct of
the Company’s business. It is not intended to and does not create any rights in
any employee, customer, supplier, competitor, shareholder or any other person or
entity.
Only the
Board of Directors or a committee designated by the Board of Directors shall
have the authority to approve any deviation or waiver from this Code. Any
material deviation or waiver, including to whom it was granted and the date
thereof, and the reasons for it shall be promptly disclosed in a filing on Form
6-K with the SEC.
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ACKNOWLEDGEMENT
FORM
I have
received and read the Code of Ethics for Senior Executive and Financial
Officers, and I understand its contents. I agree to comply fully with the
standards set forth in the Code of Ethics and the Company’s related policies and
procedures. I understand that I have an obligation to report to the Counsel to
the Company and to the Audit Committee any suspected violations of this Code of
Ethics.
