MABUHAY HOLDINGS CORPORATION

CONFLICT OF INTEREST POLICY

RATIONALE

The Code of Corporate Governance for Publicly Listed Companies (SEC Memorandum Circular No. 19, Series of 2017 mandates that all directors shall conduct fair business transactions with the Corporation and ensure that personal interests do not bias Board decisions.

POLICY

It is the policy of Mabuhay Holdings Corporation (“MHC” or the “Company”) that directors, officers and employees shall always put the interest of the Company above personal interests.

All  directors, officers and employees shall not directly derive any personal profits or advantages by reason of their positions in the Company, except for salaries, per diem for meetings and benefits contained in employment contracts.

Disclosure

All directors, officers, and employees of the Company are required to disclose any interest in any transactions of the Company that may place them in a conflict of interest position.  If an actual or potential conflict of interest should arise, it should be fully disclosed and the concerned director, officer, or employee should not participate in the decision-making process.

Accountability

All directors, officers or employees are accountable to the Company for all profits acquired for a business opportunity which should belong to the Company,  unless suc act has been ratified by a vote of the stockholders representing two-thirds (2/3) of the outstanding capital stock of the Company.

All directors, officers or employees shall be held liable as trustee for the Company and must be accountable for the profits which otherwise would have accrued to the Company.