RING POWER CORPORATION GLOBAL ANTI-CORRUPTION POLICY

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1 Effective Date 4/12/2012 Approved by David Alban RING POWER CORPORATION GLOBAL ANTI-CORRUPTION POLICY Statement of Policy. It is the policy of Ring Power Corporation ( Ring Power or the Company ) to conduct all of its business in an honest and ethical manner. In doing business anywhere in the world Ring Power, its employees, or any person or entity associated with Ring Power, shall not offer, pay, promise, authorize or receive any bribe, kickback or other illicit payment or benefit in violation of the Racketeer Influenced Corrupt Organizations Act ( RICO ), U.S. Foreign Corrupt Practices Act ( FCPA ) or the anti-corruption laws of any other nation in which the Company conducts business. This Global Anti-Corruption Policy ( Policy ) supplements Ring Power s Code of Ethics and Business Conduct which remains fully in effect. Definitions. Government Officials. 1. any officer or employee of any federal, state, provincial, county or municipal government or government department or agency; 2. any officer or employee of any commercial enterprise that is owned or controlled by a government; 3. any officer or employee of any public international organization, such as the International Monetary Fund, the European Union and the World Bank; or 4. any person acting in an official capacity for any government, agency, enterprise, or organization, identified above. Other Covered Parties. All non-u.s. political parties, party officials and candidates for political office. Scope of Policy. This Policy applies to Ring Power, its officers, directors and employees wherever located. The Policy prohibits corrupt payments of any kind whether directly or indirectly made through sales agents, vendors, representatives, advisors or any other third party acting on behalf of Ring Power. Basic Anti-Corruption Policy Requirements. 1

2 A. General Anti-Corruption Requirements. It is the policy of Ring Power that all Ring Power employees and third parties representing or acting on behalf of Ring Power shall comply with all applicable anti-corruption laws. 1. No Ring Power employee or third parties representing or acting on behalf of Ring Power shall offer, pay, promise or authorize any bribe, kickback, or illicit payment or benefit in money or in any kind, to any government or commercial customer, employee, investor, client, broker, agent, contractor, dealer or any other person or entity. 2. No Ring Power employee or third parties representing or acting on behalf of Ring Power shall receive any bribe, kickback, or illicit payment or benefit of any kind, from any customer, supplier or any other person or entity that has any business relationship with Ring Power. B. Bribery of U.S. Officials is Strictly Prohibited. Bribery of officials of the U.S. Government or of any state or local government in the United States is a violation of U.S. criminal law, the Company s Code of Ethics, and this Policy, and is strictly prohibited. Corrupt payments to political parties, party officials, or candidates for political office in the United States are also a violation of U.S. law, the Company s Code of Ethics and this Policy, and are strictly prohibited. C. Bribery of Non-U.S. Officials is Strictly Prohibited. Compliance with the FCPA and the anti-corruption laws of other nations is a priority for Ring Power. Consistent with the FCPA s anti-bribery provisions, it is the Company s policy that Ring Power employees and third parties representing or acting on behalf of Ring Power are, and shall be, prohibited from corruptly paying, authorizing, offering to pay or giving anything of value to any Government Official or Other Covered Parties to obtain or retain business, direct business to any person or gain any other improper business advantage. This prohibition applies to any interaction with Government Officials or Other Covered Parties. Thus, it prohibits corrupt payments to obtain or retain contracts and any other illegal payment to a Government Official or Other Covered Party. Examples of improper actions under this Policy include: 1. Payment or offer of payment to influence a Government Official s or Other Covered Party s decision to award a contract or other business opportunity to Ring Power. 2. Payment or offer of payment to influence a Government Official s or Other Covered Party s decision to issue any government authorization or documentation, such as any approval, permit or license; 3. Payment or offer of payment to influence a Government Official s or Other Covered Party s decision to relieve Ring Power of otherwise required government obligations, such as paying taxes, passing inspections or obtaining required permits; 4. Payment or offer of payment to a Government Official or Other Covered Party to influence legislation or any judicial proceeding; 2

3 5. Any of the above made indirectly through third parties representing or acting on behalf of Ring Power. D. Books, Records and Internal Controls. Consistent with the FCPA s accounting provisions, it is the policy of Ring Power and its affiliates make and keep accurate books and records in reasonable detail and devise and maintain a reasonable system of internal controls. Although this requirement applies to all corporate transactions, Ring Power employees should take special care to ensure that any expenditure of Company funds related to any Government Official or Other Covered Party is accurately and completely documented, regardless of the amount of such transaction. Dealing with Third Parties, Joint Ventures and Acquisitions. A. Indirect Payments Prohibited. Under applicable legal principles, Ring Power and its employees are liable for indirect offers, promises or payments to Government Officials or Other Covered Parties made in circumstances where they have knowledge that the Government Official or Other Covered Party will be the ultimate recipient and that the offer, promise or payment is made for a corrupt purpose. Knowledge includes conscious disregard and deliberate ignorance of facts which indicate a high probability that the relevant payment will occur. Moreover, any corrupt payments made by partners or third parties representing or acting on behalf of Ring Power, even without Ring Power s knowledge, can subject Ring Power to investigation, litigation, bad publicity, and the loss of business opportunities. B. Willful Blindness Prohibited. Ring Power employees should be alert to any indication that anyone with whom the Company conducts business, including third parties representing or acting on behalf of Ring Power, may be making corrupt payments. Any such indication must be reported in accordance with this Policy. Under no circumstances may Ring Power employees ignore signs or indications of such corrupt payments in connection with any venture or activity in which Ring Power is involved or has any interest. C. Due Diligence. It is Ring Power s policy to do business only with reputable, honest and qualified people and entities including those who will represent or act on behalf of Ring Power. Ring Power shall have appropriate procedures for conducting due diligence on any such third parties who may have contact with a Government Official or Other Covered Party in its relationship with Ring Power. Consistent with the FCPA and other applicable laws, it is the policy of Ring Power to prohibit corrupt activities through its partners, joint ventures and third parties who are representing or acting on the behalf of Ring Power. Every Ring Power employee shall take reasonable precautions to ensure that the business partners, joint ventures and third parties who will represent or act on behalf of the Company, will comply with this Policy. This includes exercising due care in selecting the companies, business partners and third party representatives and agents with whom Ring Power will conduct business, to ensure they are reputable, honest, and qualified for their roles and, once selected, will monitor their activity for violations of the FCPA and other anti-corruption laws. 3

4 3 Ring Power shall have appropriate procedures for retaining records of the due diligence conducted on third parties and partners. D. Contractual Protections. Contracts with third parties who will represent or act on behalf of Ring Power and joint venture partners who may have contact with Government Officials or Other Covered Parties should be in writing and include appropriate anti-corruption provisions and provide Ring Power with the means to terminate the relationship if violations exist or if the they fail to provide adequate assistance in any investigation of potential violations. E. Joint Venture Anti-Corruption Compliance Programs. Any joint venture or business venture in which Ring Power has a controlling interest will also be subject to an anti-corruption compliance program. To the extent that Ring Power has less than a controlling interest in the venture, Ring Power shall proceed in good faith to use its influence, to the extent reasonable under the circumstances, to cause the venture to maintain an anti-corruption compliance program, and to maintain accurate books and records and an appropriate system of internal accounting controls, consistent with the requirements of the FCPA and applicable anti-corruption laws. F. Acquisitions. To the extent Ring Power or any affiliate pursues the acquisition of any entity with any operations or activities outside of the United States, the due diligence process associated with the proposed acquisition shall include, to the extent possible, an appropriate review of the acquisition target s compliance with the FCPA and other applicable anti-corruption laws. In any event, after completion of the acquisition, Ring Power shall conduct a review of the acquired entity s anti-corruption compliance posture and implement appropriate compliance measures, as needed. Foreign Government Contracts. It is Ring Power s policy only to enter into government contracts that comply with all applicable laws, including the FCPA and all applicable anticorruption laws. Ring Power shall maintain appropriate procedures for ensuring compliance with contracting laws when doing business with government entities outside of the United States. Payments that may be Permitted in Limited Circumstances. A. The FCPA allows payments to or for the benefit of Government Officials or Other Covered Parties in certain limited circumstances. No payments may be made in reliance on any of the following exceptions; consult with Corporate Counsel for specific guidance. B. The following narrow categories of payments to or for the benefit of Government Officials or Other Covered Parties may be permissible under this Policy and the FCPA. 1. Written Laws. Payments to or for the benefit of Government Officials or Other Covered Parties that are explicitly lawful under the written laws and regulations of the relevant country may be permissible. However, such payments are rarely permissible-, because bribery is illegal in every country in the world. Payments that otherwise violate this Policy, the FCPA or local law are not otherwise proper merely because the payments are customary. 4

5 2. Reasonable and Bona Fide Expenses. Payments that constitute a reasonable and bona fide expense incurred by or on behalf of a Government Official or Other Covered Party that are directly related to the promotion, demonstration or explanation of products or services or are directly related to the execution or performance of a contract with a government, may be permissible. Reasonable and bona fide expenses do not include expenses that are lavish or unrelated to legitimate business purposes. 3. Facilitation Payments. Small, customary payments made to low-level Government Officials to secure a routine governmental action (see more, below) may be permissible under limited circumstances. A governmental action is routine if it is ordinarily and commonly performed by a Government Official or Other Covered Party and does not involve the exercise of discretion by that Government Official or Other Covered Party. This is a very limited exception to the FCPA; consult with Corporate Counsel before using or attempting to interpret it. a. Routine governmental action does not include any decision by a Government Official or Other Covered Party to avoid taking the routine action or to award new business or to continue business with a particular person or entity. b. Routine governmental action also does not include any relief from regulatory requirements, such as obtaining permits or paying taxes, and it does not include actions that give Ring Power a competitive advantage, such as moving the request for a license application ahead of competitors. c. Facilitation payments which are legal under the FCPA may violate applicable local law; consult with Corporate Counsel for guidance. Gifts, Hospitality and Entertainment. A. Gifts, hospitality and entertainment shall not be given, directly or indirectly, to Government Officials or Other Covered Parties to improperly influence or reward an official act or decision or as an actual or intended quid pro quo for any benefit to Ring Power. B. Gifts, hospitality and entertainment promised, offered or provided on behalf of Ring Power or any affiliate to a Government Official or Other Covered Party must be reasonable, in accordance with customary courtesies, related to a legitimate business purpose and lawful under applicable laws, including the FCPA and local law. C. No payment or promise of payment for gifts, hospitality, or entertainment to any Government Official or Other Covered Party may be made by or on behalf of Ring Power or any affiliate on the basis that it is permitted as provided above. Political Contributions. Contributions of Company funds to Government Officials or Other Covered Parties to promote Ring Power s political or commercial interests are prohibited unless 5

6 the contribution has been approved by the Chairman of the Board of Directors. Ring Power will not reimburse personal political contributions made by Ring Power employees. Charitable Donations. Ring Power only makes charitable donations that are legal under the FCPA and applicable local laws. Penalties and Discipline. A. Ring Power is subject to serious criminal and civil penalties for violations of the RICO Act, FCPA, and other applicable anti-corruption laws. B. Ring Power employees who violate the RICO Act, FCPA or other applicable anticorruption laws may be subject to severe criminal and civil penalties, including imprisonment and substantial fines which will not be reimbursed by Ring Power. In addition, Ring Power employees who violate any of the applicable anti-corruption laws will be subject to discipline, up to and including termination. Periodic Risk Assessments. To the extent Ring Power contemplates expansion of its business into foreign countries, Ring Power shall, as circumstances may warrant, assess the -associated risks under the FCPA and other applicable laws and take appropriate action necessary to address such risks. Training and Communication. Ring Power shall effectively communicate this Policy to all employees, partners and third parties representing or acting on behalf of Ring Power, and, as may be necessary, provide appropriate anti-corruption education and training to such employees including, but limited to those working in the legal, accounting and internal audit departments or those involved in conducting or supervising international business operations, and to any employee whose work brings them in contact with Government Officials or Other Covered Parties. Monitoring. The Company s Compliance Officer will monitor the Company s implementation of this Policy. Reporting Mechanism. Except to the extent explicitly prohibited by applicable law, Ring Power employees are required to report violations of this Policy, the FCPA and other applicable anticorruption laws by Ring Power employees or third party representing or acting on behalf of Ring Power. Employees will not be subjected to retribution for good faith reports of suspected violations. Any suspected violation may be reported via the Employee Hotline at (800) , to your supervisor, or to Ring Power s Corporate Counsel. Reporting. Corporate Counsel shall provide appropriate reporting to the Board of Directors on Ring Power s efforts to ensure compliance with this Policy, the FCPA other anti-corruption laws. Further Information. Any questions about this Policy, the FCPA or applicable anticorruption laws should be directed to your supervisor or Corporate Counsel s office. 6