Annual Report of a Foreign Private Issuer — Form 20-F Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 20-F Annual Report of a Foreign Private Issuer HTML 1.40M
2: EX-2.6 Plan of Acquisition, Reorganization, Arrangement, HTML 67K
Liquidation or Succession
3: EX-4.50 Instrument Defining the Rights of Security Holders HTML 12K
4: EX-4.51 Instrument Defining the Rights of Security Holders HTML 13K
5: EX-4.52 Instrument Defining the Rights of Security Holders HTML 7K
6: EX-4.53 Instrument Defining the Rights of Security Holders HTML 8K
7: EX-4.54 Instrument Defining the Rights of Security Holders HTML 110K
8: EX-4.55 Instrument Defining the Rights of Security Holders HTML 56K
9: EX-4.56 Instrument Defining the Rights of Security Holders HTML 71K
10: EX-4.57 Instrument Defining the Rights of Security Holders HTML 199K
11: EX-8.1 Opinion re: Tax Matters HTML 10K
12: EX-11.1 Statement re: Computation of Earnings Per Share HTML 27K
13: EX-12.1 Statement re: Computation of Ratios HTML 19K
14: EX-12.2 Statement re: Computation of Ratios HTML 19K
15: EX-13.1 Annual or Quarterly Report to Security Holders HTML 13K
EX-11.1 — Statement re: Computation of Earnings Per Share
To
further the fundamental principles of honesty, loyalty, fairness and
forthrightness of China Cablecom Holdings, Ltd. (“China Cablecom”), we have
established the China Cablecom Holdings, Ltd. Code of Business Conduct and
Ethics (the “Code”). Our Code strives to deter wrongdoing and promote the
following six objectives:
·
Honest
and ethical conduct;
·
Avoidance
of conflicts of interest between personal and professional
relationships;
·
Full,
fair, accurate, timely and transparent disclosure in periodic reports
required to be filed by China Cablecom with the Securities and Exchange
Commission and in other public communications made by China
Cablecom;
·
Compliance
with the applicable government
regulations;
·
Prompt
internal reporting of Code violations;
and
·
Accountability
for compliance with the Code.
Accounting
Controls, Procedures & Records
Applicable
laws and company policy require China Cablecom to keep books and records that
accurately and fairly reflect its transactions and the dispositions of its
assets. In this regard, our financial executives shall:
·
Provide
information that is accurate, complete, objective, relevant, timely and
understandable.
·
Comply
with rules and regulations of federal, state, provincial and local
governments, and other appropriate private and public regulatory
agencies.
·
Act
in good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing independent judgment to
be subordinated.
All
directors, officers, employees and other persons are prohibited from directly or
indirectly falsifying or causing to be false or misleading any financial or
accounting book, record or account. Furthermore, no director, officer or
employee of China Cablecom may directly or indirectly:
·
Make
or cause to be made a materially false or misleading statement,
or
·
Omit
to state, or cause another person to omit to state, any material fact
necessary to make statements made not misleading in connection with the
audit of financial statements by independent accountants, the preparation
of any required reports whether by independent or internal accountants, or
any other work which involves or relates to the filing of a document with
the Securities and Exchange
Commission.
Bribery
The
offering, promising, or giving of money, gifts, loans, rewards, favors or
anything of value to any supplier, customer or governmental official is strictly
prohibited.
Communications
It is
very important that the information disseminated about China Cablecom be both
accurate and consistent. For this reason, certain of our executive officers who
have been designated as authorized spokespersons per our policy regarding
compliance with Regulation FD are responsible for our internal and external
communications, including public communications with stockholders, analysts and
other interested members of the financial community. Employees should refer all
outside requests for information to the authorized spokespersons.
Computer
and Information Systems
For
business purposes, officers and employees are provided telephones and computer
workstations and software, including network access to computing systems such as
the Internet and e-mail, to improve personal productivity and to efficiently
manage proprietary information in a secure and reliable manner. You must obtain
the permission from our Information Technology Services department to install
any software on any company computer or connect any personal laptop to the China
Cablecom network. As with other equipment and assets of China Cablecom, we are
each responsible for the appropriate use of these assets. Except for limited
personal use of China Cablecom’s telephones and computer/e-mail, such equipment
may be used only for business purposes. Officers and employees should not expect
a right to privacy of their e-mail. All e-mails on company equipment are subject
to monitoring by China Cablecom.
Confidential
or Proprietary Information
Company
policy prohibits employees from disclosing confidential or proprietary
information outside China Cablecom, either during or after employment, without
company authorization to do so. Unless otherwise agreed to in writing,
confidential and proprietary information includes any and all methods,
inventions, improvements or discoveries, whether or not patentable or
copyrightable, and any other information of a similar nature disclosed to the
directors, officers or employees of China Cablecom or otherwise made known to us
as a consequence of or through employment or association with China Cablecom
(including information originated by the director, officer or employee). This
can include, but is not limited to, information regarding our business,
research, development, inventions, trade secrets, intellectual property of any
type or description, data, business plans, marketing strategies and contract
negotiations.
2
Conflicts
of Interest
Company
policy prohibits conflicts between the interests of its employees, officers,
directors and China Cablecom. A conflict of interest exists when an employee,
officer, or director’s personal interest interferes or may interfere with the
interests of the company. Conflicts of interest may not always be clear, so if
an employee has a concern that a conflict of interest may exist, they should
consult with higher levels of management, and in the case of officers and
directors, they should consult with a member of the Audit Committee. When it is
deemed to be in the best interests of China Cablecom and its shareholders, the
Audit Committee may grant waivers to employees, officers and directors who have
disclosed an actual or potential conflict of interest. Such waivers are subject
to approval by the Board of Directors.
Fraud
Company
policy prohibits fraud of any type or description.
Inside
Information
Company
policy and applicable laws prohibit disclosure of material inside information to
anyone outside China Cablecom without a specific business reason for them to
know. It is unlawful and against company policy for anyone possessing inside
information to use such information for personal gain. China Cablecom’s policies
with respect to the use and disclosure of material non-public information are
more particularly set forth in China Cablecom’s Insider Trading
Policy.
Political
Contributions
Company
policy prohibits the use of company, personal or other funds or resources on
behalf of China Cablecom for political or other purposes which are improper or
prohibited by the applicable federal, state, local or foreign laws, rules or
regulations. Company contributions or expenditures in connection with election
campaigns will be permitted where allowed by federal, state, local or foreign
election laws, rules and regulations.
Reporting
and Non-Retaliation
Employees
who have evidence of any violations of this Code are encouraged and expected to
report them to their supervisor, and in the case of officers and directors, they
should report evidence of any such violations to a member of the Audit
Committee. Such reports will be investigated in reference to
applicable laws and company policy. Violations of this Code or any other
unlawful acts by our officers, directors or employees may subject the individual
to dismissal from employment and/or fines, imprisonment and civil litigation
according to applicable laws.
3
We will
not allow retaliation against an employee for reporting a possible violation of
this Code in good faith. Retaliation for reporting a federal offense is illegal
under federal law and prohibited under this Code. Retaliation for reporting any
violation of a law, rule or regulation or a provision of this Code is
prohibited. Retaliation will result in discipline up to and including
termination of employment and may also result in criminal
prosecution.
Waivers
There
shall be no waiver of any part of this Code for any director or officer except
by a vote of the Board of Directors or a designated board committee that will
ascertain whether a waiver is appropriate under all the circumstances. In case a
waiver of this Code is granted to a director or officer, the notice of such
waiver shall be posted on our website within five days of the Board of
Director’s vote or shall be otherwise disclosed as required by applicable law or
the rules of any stock exchange on which our securities may be listed or quoted
for trading. Notices posted on our website shall remain there for a
period of 12 months and shall be retained in our files as required by
law.
