Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 8-K Current Report HTML 21K
2: EX-14.1 Code of Ethics HTML 62K
3: EX-99.1 Miscellaneous Exhibit HTML 23K
4: EX-99.2 Miscellaneous Exhibit HTML 19K
5: EX-99.3 Miscellaneous Exhibit HTML 70K
Universal
Travel Group and its subsidiaries and consolidated affiliated entities
(collectively, the "Company") have adopted this Code of Business Conduct and
Ethics (the "Code") as an expression of the Company's values and to represent a
framework for decision-making. The Company is committed to the highest standards
of business conduct and ethics. The Company seeks to conduct its business as a
good corporate citizen and to comply with all laws, rules and regulations
applicable to it or the conduct of its business. The Code shall govern the
relationships between the Company's employees, including directors and officers
(an "Employee" and, collectively, the "Employees"), and the Company's customers,
suppliers, shareholders, competitors, and the communities in which the Company
operates.
1.
Application of the
Code. The Code applies to each Employee and must be strictly observed. If
an Employee fails to observe the Code, he or she may face disciplinary action,
up to and including termination. Therefore each Employee individually is
responsible to understand the Code and to act in accordance with it. The Code is
not intended to cover every applicable law, rule or regulation or to provide
answers to all questions that may arise. Therefore in addition to observing the
Code, an Employee must use good judgment in assessing whether any given action
is ethical or otherwise constitutes good business conduct. From time to time an
Employee may also be required to seek guidance from others with respect to the
appropriate course of conduct in a given situation. If an Employee has any
questions regarding any law, rule, regulation, or principle discussed in the
Code which may govern business conduct, he or she should contact a supervisor,
or the Corporate Legal Department.
2.
Code Does Not
Constitute an Employment Contract. The Code does not in any way
constitute an employment contract or an assurance of continued employment. It is
for the sole and exclusive benefit of the Company and may not be used or relied
upon by any other party. The Company may modify or repeal the provisions of the
Code or adopt a new Code at any time it deems appropriate, with or without
notice to its Employees.
3.
Conflicts of
Interest.
3.1 Conflicts of Interest
Prohibited. The Company's policy is to prohibit conflicts of interest. A
conflict of interest occurs when an Employee's personal interest interferes, or
appears to interfere, with the interests of the Company in any way. Conflicts of
interest may only be waived by the Company's Board of Directors (the "Board"),
and will be promptly disclosed to the public to the extent required by law or
applicable stock exchange requirements.
3.2 Identifying Conflicts of
Interest. A conflict of interest can arise when an Employee or a member
of his or her family takes actions or has interests that may make it difficult
to perform his or her Company work objectively and effectively. Conflicts of
interest can also arise when an Employee or a member of his or her family
receives improper personal benefits as a result of the Employee's position in
the Company. Such conflicts of interest can undermine an Employee's business
judgment and responsibility to the Company and threaten the Company's business
and reputation. Accordingly, an Employee should avoid all apparent, potential,
and actual conflicts of interest. Further, an Employee must communicate to the
Corporate Legal Department all potential and actual conflicts of interest or
material transactions or relationships that reasonably could be expected to give
rise to a conflict of interest or the appearance of such a conflict of interest.
The following activities all generally constitute a conflict of
interest:
·
Corporate
Opportunities. An Employee taking opportunities for his or her own benefit
that are discovered through the use of the Company's information, property
or position; or an Employee using the Company's information, property or
position for his or her own personal gain or to compete with the
Company.
·
Loans.
The granting by the Company of any loans or guaranties for an Employee or
for the Employee's family members. Such activity will not be allowed
without the prior written approval of the Corporate Legal Department, and
if appropriate, the Board or a committee thereof. The Company will not
extend, maintain or arrange for any personal loan to or for any director
or executive officer (or the equivalent
thereof).
·
Outside
Activity. An Employee engaging in any outside activity that materially
detracts from or interferes with the performance by an Employee of his or
her services to the Company.
·
Outside
Employment. An Employee serving as a director, representative, employee,
partner, consultant or agent of, or providing services to, a company that
is a supplier, customer or competitor of the
Company.
·
Personal
Interest. An Employee having any personal interest, whether directly or
indirectly, in a transaction involving the
Company.
·
Personal
Investments. An Employee owning, directly or indirectly, a material amount
of stock in, being a creditor of, or having another financial interest in
a supplier, customer or competitor.
3.3 Reporting. Each
Employee must report conflicts of interest to a superior who they believe is not
involved in the matter giving rise to the conflict. Any Employee who has
questions as to whether a conflict of interest exists after consulting the Code
should contact the Corporate Legal Department for assistance in making that
determination.
4.
Gifts and
Entertainment.
4.1
General
Policy. The Company recognizes that the giving and receiving of gifts and
entertainment is common business practice. However, gifts and entertainment
should never compromise, or appear to compromise, an Employee's ability to make
objective and fair business decisions. The Company's policy is that an Employee
may give or receive gifts or entertainment to or from customers and suppliers
only if the gift or entertainment could not be viewed as an inducement to any
particular business decision.
4.2
Giving
Gifts and Entertainment. An Employee must obtain written permission from
the head of his or her department before giving any gifts or entertainment on
behalf of the Company. Furthermore, the Employee must ensure that the expense
for such gifts or entertainment is properly recorded on the Company's expense
reports.
4.3
Reporting Gifts. An
Employee must only accept appropriate gifts from customers or suppliers. The
Company encourages Employees to submit each such gift he or she receives.
However, an Employee must submit to his or her department any gift the objective
market value of which exceeds RMB200.
4.4
Bribes, Kickbacks and
Secret Commissions Prohibited. The Company's policy is to encourage fair
transactions. No Employee may give or receive any bribe, kickback, or secret
commission.
5.
Confidentiality. An
Employee must maintain the confidentiality of all information entrusted to him
or her by the Company, its suppliers, its customers and other individuals or
entities related to the Company's business. Confidential information includes
any non-public information that if disclosed might be useful to the Company's
competitors or harmful to the Company, or its customers or suppliers.
Confidential information includes, among other things, the Company's customer
lists and details, new product plans, new marketing platforms or strategies,
computer software, trade secrets, research and development findings,
manufacturing processes, or the Company's acquisition or sale prospects.
Employees in possession of confidential information must take steps to secure
such information. Employees must take steps to ensure that only other Employees
who have a "need to know" the confidential information in order to do their job
can access it, and to avoid discussion or disclosure of confidential information
in public areas (for example, in elevators, on public transportation, and on
cellular phones). An Employee may only disclose confidential information when
disclosure is authorized by the Company or legally required. Upon termination of
employment, or at such other time as the Company may request, each Employee must
return to the Company any medium containing confidential information, and may
not retain duplicates. An Employee has an ongoing obligation to preserve
confidential information, even after his or her termination of employment with
the Company, until such time as the Company discloses such information publicly
or the information otherwise becomes available to the public through no fault of
the Employee.
6.
Fair
Dealing. Each Employee must deal fairly with each of the Company's
customers, suppliers, competitors and other Employees. Employees must not take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
unfair-dealing practices.
7.
Protection and Proper Use of
Company Assets. An Employee must protect the Company's assets and ensure
their efficient use. Such assets include, among other things, communication
systems, information (proprietary or otherwise), material, facilities and
equipment, as well as intangible assets. An Employee must not use such assets
for personal profit for themselves or others. Additionally, an Employee must act
with reasonable care to protect the Company's assets from theft, loss, damage,
misuse, removal and waste. Where an Employee discovers any theft, loss, damage,
misuse, removal or waste of a Company asset, he or she must promptly report this
to the Company. Finally, an Employee must use reasonable efforts to ensure that
Company assets are used only for legitimate business purposes.
8.
Compliance
with Laws, Rules and Regulations.
8.1
Generally. An
Employee must comply fully with all laws, rules and regulations applying to the
Company's business and its conduct in business matters. This includes, among
other things, laws applying to insider trading, bribery, kickbacks, and secret
commissions, copyrights, trademarks and trade secrets, information privacy,
offering or receiving gifts, employment harassment, occupational health and
safety, false or misleading financial information or misuse of corporate assets.
The fact that certain laws, rules or regulations are not enforced in practice,
or that the violation of such laws, rules or regulations is not subject to
public criticism or censure, will not excuse any illegal action by an Employee.
The Company expects each Employee to understand all laws, rules and regulations
that apply to his or her position at the Company. Where an Employee has a doubt
as to the legality of a given action or the proper course of conduct, that
Employee must immediately consult the Corporate Legal Department. Aside from
strictly legal considerations, Employees must at all times act honestly and
maintain the highest standards of business conduct and ethics, consistent with
the professional image of the Company.
8.2
Insider
Trading. United States federal and state law prohibits the use of
"material inside information" when trading in or recommending Company
securities. In accordance with applicable United States federal and state law,
no Employee may engage in transactions in Company stock (whether for his or her
own account, for the Company's account or otherwise) while in possession of
material inside information ("Insider Trading") relating to Universal Travel
Group. Furthermore, no Employee who is in possession of material inside
information may communicate such information to third parties who may use such
information in the decision to purchase or sell Company stock ("Tipping"). These
restrictions also apply to securities of other companies if an Employee learns
of material inside information in the course of his or her duties for the
Company. In addition to violating Company policy, Insider Trading and Tipping
are illegal. What constitutes "material inside information" is a complex legal
question, but is generally considered to be information not available to the
general public, which a reasonable investor contemplating a purchase of Company
stock would be substantially likely to take into account in making his or her
investment decision. Such information includes information relating to a stock
split and other actions relating to capital structure, major management changes,
contemplated acquisitions or divestitures, and information concerning earnings
or other financial information. Such information continues to be "inside"
information until it is disclosed to the general public. Any person who is in
possession of material inside information is deemed to be an "insider." This
would include all Employees (management and non-management), as well as spouses,
friends or brokers who may have acquired such information directly or indirectly
from an insider "tip." Substantial penalties may be assessed against people who
trade while in possession of material inside information and can also be imposed
upon companies and so called controlling persons such as officers and directors,
who fail to take appropriate steps to prevent or detect insider trading
violations by their employees or subordinates. To avoid severe consequences,
Employees should review this policy before trading in securities and consult
with the Corporate Legal Department if any doubts exist as to what constitutes
"material inside information."
9.
Reporting Illegal or
Unethical Behavior.
9.1
Obligation to Report
Violations. Any Employee who is aware of any illegal or unethical
behavior at the Company or in connection with its business, or who believes that
an applicable law, rule or regulation or the Code has been violated, must
promptly report the matter to the Corporate Legal Department. Furthermore, an
Employee who has a concern about the Company's accounting practices, internal
controls or auditing matters should report his or her concerns to the Corporate
Legal Department. Employees should take care to report violations to a person
who they believe is not involved in the matter giving rise to the
violation.
9.2
Company to
Investigate Reported Violations. The Company will investigate promptly
all reports of violations and, if appropriate, remedy the violation. If legally
required, the Company will also immediately report the violation to the proper
governmental authority. An Employee must cooperate with the Company to ensure
that violations are promptly identified and resolved.
9.3
Employees Who Report
Violations Will Be Protected from Retaliation. The Company shall protect
the confidentiality of those making reports of possible misconduct to the
maximum extent possible, consistent with the requirements necessary to conduct
an effective investigation and the law. In no event will the Company tolerate
any retaliation against an Employee for reporting an activity that he or she in
good faith believes to be a violation of any law, rule, regulation, or the Code.
Any superior or other Employee intimidating or imposing sanctions on an Employee
for reporting a matter will be disciplined up to and including
termination.
10.
Quality of
Disclosure. The Company is subject to certain reporting and disclosure
requirements in the United States. As a result the Company will be regularly
required to report its financial results and other material information about
its business to the public and to regulators. The Company's policy is promptly
to disclose accurate and complete information regarding its business, financial
condition and results of operations. Each Employee must strictly comply with all
applicable standards, laws, regulations and policies for accounting and
financial reporting of transactions, estimates and forecasts. Inaccurate,
incomplete or untimely reporting will not be tolerated and can severely damage
the Company and result in legal liability. Each Employee should be on guard for,
and promptly report, any possibility of inaccurate of incomplete financial
reporting. Particular attention should be paid to financial results that seem
inconsistent with the performance of the underlying business, transactions that
do not seem to have an obvious business purpose, or and requests to circumvent
ordinary review and approval procedures. The Company's senior financial officers
and other employees working in the Finance Department have a special
responsibility to ensure that all of the Company's financial disclosures are
full, fair accurate, timely and understandable. Any practice or situation that
might undermine this objective should be reported to the Corporate Legal
Department. An Employee with information relating to questionable accounting or
auditing matters may also confidentially, and anonymously if they desire, submit
the information in writing to the Board's Audit Committee.
11.
Responding to
Improper Conduct. The Company will enforce the Code on a uniform basis
for everyone, without regard to an Employee's position within the Company. If an
Employee violates the Code, he or she will be subject to disciplinary action.
Supervisors and managers of a disciplined Employee may also be subject to
disciplinary action for their failure to properly oversee an Employee's conduct,
or for any retaliation against an Employee who reports a violation. The
Company's response to misconduct will depend upon a number of factors including
whether the improper behavior involved illegal conduct. Disciplinary action may
include, but is not limited to, reprimands and warnings, probation, suspension,
demotion, reassignment, reduction in salary or immediate termination. Employees
should be aware that certain actions and omissions prohibited by the Code might
be crimes that could lead to individual criminal prosecution and, upon
conviction, to fines and imprisonment.
12. Waivers. Waivers or
exceptions to the Code may only be granted in advance and only under exceptional
circumstances. A waiver of the Code for any executive officer or director may be
made only by the Board or a committee thereof and must be promptly disclosed to
the extent required by applicable law and stock exchange
requirements.
Code
of Ethics for the Senior Executive and Financial Officers of Universal Travel
Group
1.
Purpose of Code of
Ethics
The
purpose of this Code of Ethics (this "Code") is to promote: (i) the honest and
ethical conduct of our Senior Executive and Financial Officers (defined below),
including the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships; (ii) full, fair, accurate,
timely and understandable disclosure in periodic reports required to be filed by
Universal Travel Group (together with its subsidiaries and consolidated
affiliated entities, the "Company"); (iii) compliance with all governmental
laws, rules and regulations that apply to the Company and its officers; (iv)
prompt internal reporting of violations of this Code; and (v) accountability for
adherence to this Code.
2.
Introduction
This Code
is applicable to the Company's chief executive officer, chief financial officer,
senior vice presidents, general counsel, chief administrative officer, director
of investment and investor relations, chief accounting officer and financial
controller (or any persons performing similar functions, together, the "Senior
Executive and Financial Officers"). This Code has been established in accordance
with the requirements of Section 406 of the Sarbanes-Oxley Act of 2002 and
certain related U.S. Securities and Exchange Commission ("SEC")
rules.
While we
expect honest and ethical conduct in all aspects of our business from all of our
employees, we expect the highest possible honest and ethical conduct from our
Senior Executive and Financial Officers. As a Senior Executive and Financial
Officer, you are an example for other employees and we expect you to foster a
culture of transparency, integrity and honesty. Compliance with this Code is a
condition to your employment and any violations of this Code may result in
disciplinary action, up to and including termination of your
employment.
3.
Conflicts of
Interest.
A
conflict of interest occurs when your private interests interfere, or appear to
interfere, in any way, with the interests of the Company as a whole. Conflicts
of interest can also arise when you or a member of your family have interests
that may make it difficult for you to perform your duties to the Company
effectively. Although we cannot list every conceivable conflict, following are
some common examples that illustrate actual or apparent conflicts of interest
that should be avoided:
Conflicts
of interest arise when a Senior Executive and Financial Officer or a member of
his or her family receives improper personal benefits from the Company as a
result of his or her position in the Company. You may not accept any benefits
from the Company that have not been duly authorized and approved pursuant to
Company policy and procedure, including any Company loans or guarantees of your
personal obligations.
(b)
Financial Interests in Other Businesses
You
should avoid having an ownership interest in any other enterprise if that
interest compromises or appears to compromise your loyalty to the Company. For
example, you may not own an interest in a company that competes with the Company
or that does business with the Company (such as a supplier) unless you obtain
the written approval of the general counsel (or, with respect to the general
counsel, approval by the chief executive officer) before making any such
investment. However, it is not typically considered, and the Company does not
consider it, a conflict of interest (and therefore prior written approval is not
required) to make investments in competitors, clients or suppliers that are
listed on a national or international securities exchange so long as the total
value of the investment is less than two percent (2%) of the outstanding stock
of the corporation and the amount of the investment is not so significant that
it would affect your business judgment on behalf of the Company.
Without
the prior written approval of the Audit Committee, you may not participate in a
joint venture, partnership or other business arrangement with the
Company.
(d)
Corporate Opportunities
If you
learn of a business or investment opportunity through the use of corporate
property or information or your position at the Company, such as from a
competitor or actual or potential supplier or business associate of the Company
(including a principal, officer, director or employee of any of the above), you
may not participate in the business or make the investment without the prior
written approval of the general counsel (or, with respect to the general
counsel, approval by the chief executive officer). Such an opportunity should be
considered an investment opportunity for the Company in the first
instance.
(e)
Outside Employment or Activities with a Competitor
Simultaneous
employment with, or serving as a director of, a competitor of the Company is
strictly prohibited, as is any activity that is intended to, or that you should
reasonably expect to, advance a competitor's interests at the expense of the
Company's interests. You may not market products or services in competition with
the Company's current or potential business activities. It is your
responsibility to consult with the chief executive officer to determine whether
a planned activity will compete with any of the Company's current or potential
business activities before you pursue such activity.
(f)
Outside Employment with a Supplier
Without
the prior written approval of the general counsel (or, with respect to the
general counsel, approval by the chief executive officer), you may not be a
supplier or be employed by, serve as a director of or represent a supplier to
the Company. Without the prior written approval of the general counsel (or, with
respect to the general counsel, approval by the chief executive officer), you
may not accept money or benefits of any kind from a third party as compensation
or payment for any advice or services that you may provide to a client, supplier
or anyone else in connection with its business with the Company.
(g)
Family Members Working in the Industry
If your
spouse or significant other, your children, parents, or in-laws, or someone else
with whom you have a familial relationship is a competitor or supplier of the
Company or is employed by one, you must disclose the situation to the general
counsel (or, with respect to the general counsel, to the chief executive
officer) so that the Company may assess the nature and extent of any concern and
how it can be resolved. You must carefully guard against inadvertently
disclosing Company confidential information and being involved in decisions on
behalf of the Company that involve the other enterprise.
If you
have any doubt as to whether or not conduct would be considered a conflict of
interest, please consult with the general counsel.
4. Accurate Periodic Reports
and Other Public Communications.
As you
are aware, full, fair, accurate, timely and understandable disclosure in our
periodic reports filed with the SEC and in our other public communications is
required by SEC rules and is essential to our continued success. You should
exercise the highest standard of care in preparing such materials. We have
established the following guidelines in order to ensure the quality of our
periodic reports.
·
All
Company accounting records, as well as reports produced from those
records, must be kept and presented in accordance with the laws of each
applicable jurisdiction.
·
All
records must fairly and accurately reflect the transactions or occurrences
to which they relate.
·
All
records must fairly and accurately reflect in reasonable detail the
Company's assets, liabilities, revenues and
expenses.
·
The
Company's accounting records must not contain any false or intentionally
misleading entries.
·
No
transaction may be intentionally misclassified as to accounts, departments
or accounting periods or in any other
manner.
·
All
transactions must be supported by accurate documentation in reasonable
detail and recorded in the proper account and in the proper accounting
period.
·
No
information may be concealed from the internal auditors or the independent
auditors.
·
Compliance
with generally accepted accounting principles in the United States and the
Company's system of internal accounting controls is required at all
times.
5.
Compliance with Law and this
Code, Reporting of Violations and Accountability.
You are
expected to comply with both the letter and spirit of all applicable
governmental laws, rules and regulations (including, but not limited to, insider
trading laws), as well as the relevant rules and regulations of NYSE Arca or the
New York Stock Exchange, any other self-regulatory organization of which the
Company is a member and this Code and to report any suspected violations of
applicable governmental rules and regulations or this Code to the general
counsel or the chief executive officer. No one will be subject to retaliation
because of a good faith report of a suspected violation. If you fail to comply
with this Code or any applicable laws or regulations, you may be subject to
disciplinary measures, up to and including termination of your
employment.
6.
No
Rights Created.
This Code
is a statement of certain fundamental principles, policies and procedures that
govern the Company's Senior Executive and Financial Officers in the conduct of
the Company's business. It is not intended to and does not create any rights in
any employee, customer, supplier, competitor, shareholder or any other person or
entity.
7.
Amendments.
Amendments
to this Code must be in writing and approved by the Board of Directors. In
addition, any exception from or waiver of the Code may be made only by our Board
of Directors and will be disclosed to the public, in each case, as required by
law or the relevant rules of NYSE Arca or the New York Stock
Exchange.
Dates Referenced Herein and Documents Incorporated by Reference
