CODE OF BUSINESS CONDUCT AND ETHICS

FOREWORD

When transacting, performing or conducting business for Asia Amalgamated Holding Corporation (the "Company") the Code of Business Conduct and Ethics shall serve as the standard to all, from Directors, the Officers and all employees. The said people or group of people will be accountable to the Company; they shall accomplish their duties at all times with honesty, integrity and competitiveness at the standard provided by the aforementioned business conduct and ethics.

This code shall apply to ALL employees of the Company regardless of its rank and position.

A. HONESTY

  1. The main principle of the Company is to conduct at all times, business with suppliers, investors, service contributors, customers and employees with utmost honesty;

  2. Everyone involved in the Company's business dealings and transactions must follow all applicable laws and rules and regulations in order to protect its reputation.

B. CONFLICT OF INTEREST

  1. No employees, regardless of its position or rank, may have interest (financial or partner) in other private enterprises which directly deals with the Company;

  2. No employees, regardless of its position or rank, may use his position to gain advantage or favor for himself to any transaction which runs contrary to the Company's business and ethical standard;

  3. No employees, regardless of its position or rank, may use the Company's asset, be it fixed, tangible, intangible, operating or non-operating, for its own personal purpose;

  4. No employees, regardless of its position or rank, may receive, gain, obtain or collect anything in forms of gifts or cash, which can serve as an influence to affect anyone discharging their duties;

  5. No employees, regardless of its position or rank, may circulate, distribute, pass around or give out false information which rums adverse to the Company's business and ethical standards.

C. INSIDE TRADING AND DISCLOSURE.

  1. Directors, officers, consultants, advisers and employees are prohibited in exercising or practicing inside trading that is using confidential corporate information to gain advantage for themselves (either by gaining profit or avoiding loss);

  2. Inside trading shall be subjected to the Company's regulation and SEC's existing guide regarding such matter;

  3. The Company will adopt prompt and proper disclosure of all its business affairs which likely to affect the market value of the business to give a clear view of its financial conditions;

  4. Transparency to its shareholders, public, stakeholders and relevant information should be observe and/or disclose accordingly by the Company;

  5. No employees should not knowingly misrepresent or misinterpret the Company's information to the public, media, regulatory agencies and auditors;

  6. The Company should follow the reporting requirements of the SEC or PSE with regards to any disclosures that it may conduct;

  7. No employee shall disclose important and pertinent information from the Company for personal gain.

D. ANTI-CORRUPTION.

  1. The Company ensures that all its employees adheres and abide by to all the government laws pertaining to bribes, graft and corrupt practices;

  2. The Company forbids, disallows and rules out giving payments to any private or public officials in lieu of facilitating and expediting acts in favor of the Company;

  3. All forms of corrupt acts and practices are opposed to the Company's business conduct and ethical standard and therefore not tolerable in any means. Such act will be dealt with accordingly based on existing and relevant laws.

E. ANTI-SEXUAL HARASSMENT.

  1. Sexual harassment is defined as a behavior characterized by making an unwelcome and inappropriate sexual remarks or physical advances in a workplace or other professional or social situation;

  2. The Company guarantees full respect to human rights and dignifies all the rights of its employees, customers, trainees, applicants, etc. All employees, regardless of its rank and position therefore are required to follow, observe and adhere to this policy.

  3. As per Company's guiding principle, ALL forms of sexual harassment shall be dealt with accordingly with existing relevant laws.

F. COMPLIANCE.

  1. There shall be a Company Compliance Panel that will handle all the complaints and investigations of the violations that may arise;

  2. The said panel shall be composed of three (3) members. The Company's Compliance Officer or Corporate Secretary will serve as the ex-officio Chairman of the panel while the heads of the Audit and the Corporate Governance Committee will serve as the other two (2) members of the panel;

  3. The panel may comply with the following procedures in the handling of the investigations:

3.1 A complaint may be filed in writing;

3.2 The respondent shall be notified immediately; either in writing or personal summons regarding the complaint which will be explained thoroughly. The said respondent will be given three (3) days to respond to the complaint presented against him. However, the prescribe response time is subject to extension up to five (5) days depending on the validity as determined by the panel's evaluation;

3.3 The panel may either dismiss the said complaint or conduct further investigation based on the response of the Respondent;

3.4 After conducting hearings a resolution will be issued either finding the Respondent at fault or dismissing the said complaint. The resolution will be forwarded to the head of the Human Resources for the final review;

3.5 The Human Resources then after the final review will have the option to affirm or reverse the said resolution of the panel. Respondent shall be furnished a copy of the decision by the HR Assistant;

3.6 A decision absolving the Respondent shall be final and executory, while an affirmation shall be referred to the 201 file of the said employee. Penalties on the said violation shall be referred to the Company's Policies and Guide.

G. DISTRIBUTION AND EFFECTIVITY.

  1. The Company's Code of Business and Ethics shall be distributed to all its employees and shall signify, that they have receive, read and understood the said document;

  2. The provisions of the Code shall be without prejudice to existing laws, rules and regulations;

  3. The Company's Code of Business and Ethics shall become effective upon the approval of the Board. Any amendments or additions to its provisions shall also be subjected, deliberated and to be approved by the Board.