This Anti-Bribery & Corruption Policy (“Code”) is intended to document the principles of conduct and ethics to be followed by the employees, officers (including, without limitation, the Chief Executive Officer, Chief Financial Officer and other high ranking financial officers) and directors of Global-Tech Green Energy & Minerals, Canada Ltd (collectively, the “Company”).

Conflicts of Interest

Employees, officers and directors of the Company are required to act with honesty and integrity and to avoid any relationship or activity that might create, or appear to create, a conflict between their personal interests and the interests of the Company. Employees must disclose promptly in writing possible conflicts of interest to their manager, or if the manager is involved in the conflict of interest, to the Chairman of the Audit Committee. Officers and directors of the Company shall disclose in writing conflicts of interest to the Board of Directors or request to have entered in the minutes of meetings of the Board of Directors the nature and extent of such interest.

Conflicts of interest arise where an individual’s position or responsibilities with the Company present an opportunity for personal gain apart from the normal rewards of employment, officership or directorship, to the detriment of the Company. They also arise where an employee’s, officer’s or director’s personal interests are inconsistent with those of the Company and create conflicting loyalties. Such conflicting loyalties can cause an employee, an officer or a director to give preference to personal interests in situations where Company responsibilities should come first. Employees, officers and directors of the Company shall perform the responsibilities of their positions on the basis of what is in the best interests of the Company and free from the influence of personal considerations and relationships.

Employees, officers and directors of the Company shall not acquire any property, security or any business interest which they know that the Company is interested in acquiring. Moreover, based on such advance information, employees, officers and directors of the Company shall not acquire any property, security or business interest for speculation or investment.

Gifts & Incentives

Employees, officers and directors of the Company or their immediate families shall not use their position with the Company to solicit any cash, gifts or free services from any Company customer, supplier or contractor for their or their immediate family’s or friend’s personal benefit. Gifts, incentives or entertainment from others should not be accepted if they could be reasonably considered to be extravagant for the employee, officer or director who receives it, or otherwise improperly influence the Company’s business relationship with or create an obligation to a customer, supplier or contractor. The following are guidelines regarding gifts and incentives:

• nominal gifts and promotional material, such as logo items, pens, calendars, caps, shirts and mugs are acceptable;
• reasonable invitations to business-related meetings, conventions, conferences or product training seminars may be accepted;
• invitations to social, cultural or sporting events may be accepted if the cost is reasonable and your attendance serves a customary business purpose such as networking (e.g. meals, holiday parties and tickets); and
• invitations to golfing, fishing, sports events or similar trips that are usual and customary for your position within the organization and the industry and promote good working relationships with customers and suppliers may be acceptedprovided, in the case of employees, they are approved in advance by your manager.

Breach of this Policy

Any breach of this Policy will be regarded as a serious matter and may result in disciplinary action, including termination, or for Third Parties, action in accordance with the terms of the engagement or appointment.

Non-compliance with this Policy and relevant laws could also result in reputational damage and/or criminal and civil consequences and penalties for both the individual involved and the Company.