MABUHAY HOLDINGS CORPORATION

INSIDER TRADING POLICY

Mabuhay Holdings Corporation (“MHC” or the “Company”) is adopting this policy on Insider Trading.   Employees transacting or buying and selling for their own account in Company securities, shall be governed by this this Policy.

Policy

It is the policy of the Company that directors, officers and employees of MHC who are considered to have knowledge, from time to time, of material information, material facts, or changes in the affairs of the Company, which have not been disclosed to the public, including any material non-public information that are likely to affect the market price of MHC’s securities, cannot pass along to others such material non-public information, and/or to buy or sell (“trade”) MHC securities while in possession of such material non-public information, except in accordance with this Policy. 

Securities

Securities shall mean the Company’s shares of stocks.

Covered Persons

For purposes of this Policy, an “Insider” is defined as follows:

1. All members of the Board of Directors;
2. All Key Officers of the Company who are or may be in possession of material
   non-public information about MHC because of their responsibilities.  Key Officers of the Company include the Chairman, President, Vice-Presidents and Managers.
3. Consultants and Advisers of the Company;
4. All other MHC employees who are made aware of undisclosed material non-
   public information from time to time until such information has been publicly
   disclosed.
5. Members of the immediate families of Key Officers and Covered Persons who are living in the same household as the Key Officers and Covered Persons.

Material Information

Information is deemed to be “material non-public” if:

1. It has not been disclosed to the public and would likely affect the market price of the security after being disseminated to the public and the lapse of a reasonable time for the market to absorb the information; or

2. There is a reasonable likelihood that it would be considered important to an investor in making a decision regarding the purchase or sale of securities.

For purposes of this Policy, material information includes, but are not limited to:

• Financial results, projections and forecasts;
• Strategic, operational, or marketing plans;

Changes in the corporate structure such as a re-organization, mergers/acquisition/divestitures/joint ventures or news of a proposal or pendency thereof;

• Purchase or sale of substantial assets;
• Extraordinary borrowings or liquidity problems;
• Major equity investments or debt offerings;
• Dividend declarations and changes in dividend policy;
• Stock splits, stock repurchase programs, tender offers, or issuances of new securities;
• New significant equity investments or debt offerings;
• Significant litigation exposure or government investigation;
•  Changes in key management positions;
•  Public or private sale of company securities.

RESTRICTIONS ON TRADING

Blackout Periods

Key Officers and Covered Persons are strictly prohibited from dealing or trading MHC securities during the period within which a material non-public or price- sensitive information is obtained and up to two (2) full trading days after such information is disclosed.

COMPLIANCE AND REPORTING POLICIES

Compliance Policy

• When in doubt, all Key Officers and Covered Persons should consult  the Compliance Officer prior to transacting securities of the Company regardless of when they would like to perform such transactions in order to determine if the trade will or will not violate the Policy.
• Certain staff personnel may at certain times or from time to time possess material non-public information about potentially market-affecting activities. The staff should consult the Compliance Officer about any plan to trade on securities if they have knowledge or believe to have knowledge of such material non-public information to ensure compliance with this Policy.

Reporting Policy

All Key Officers and Covered Persons are required to report any purchase, sale, or change in their shareholdings within two (2) trading days through the submission of either SEC Form 23-A or 23-B to the Company’s Corporate Secretary or Compliance Officer.

CONSEQUENCES OF NON-COMPLIANCE

Violation of this Policy shall be subject to disciplinary action under the Company’s Code of Conduct without prejudice to any civil or criminal proceedings which the Company or regulators may file for violation of existing laws.   Insider trading under the law may be subject to penalty for damages or fine and /or imprisonment.   Any profit realized by beneficial owners, directors, officers, or employees from any purchase or sale, of any equity security of the Company arising from such insider trading shall inure to and be recoverable by the Company.

Any administrative fine or penalty, including applicable surcharges and interests that may be charged by the regulators against the Company, shall be for the sole and exclusive account of the beneficial owners, directors, officers, or employees who may be administratively found liable for any such purchase or sale of any equity security of the Company arising from such insider trading.