Annual Report — Small Business — Form 10-KSB Filing Table of Contents
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1: 10KSB Annual Report -- Small Business HTML 479K
2: EX-14.1 Code of Ethics HTML 39K
3: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 14K
4: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 15K
5: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 8K
6: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) HTML 8K
This
Code
of Business Conduct and Ethics covers a wide range of business practices and
procedures. It does not cover every issue that may arise, but it sets out basic
principles to guide the employees of Sino-Global Shipping America, Ltd. and
its
subsidiaries (the “Company”). All of our employees must conduct themselves in
accordance with these principles and seek to avoid even the appearance of
improper behavior. The Company’s agents and representatives, including
consultants and directors, to the extent practicable, shall also follow this
Code.
This
Code
is in addition to and supplements the other policies and procedures which have
been implemented by the Company. If a law conflicts with a policy in this Code,
you must comply with the law; however, if a local custom or policy conflicts
with this Code, you must comply with the Code. If you have any questions about
a
conflict, you should ask your supervisor how to handle the
situation.
All
claims of violations of this Code will be investigated by appropriate personnel.
Those who violate the standards in this Code will be subject to disciplinary
action. If
you are in a situation that you believe may violate or lead to a violation
of
this Code, follow the guidelines described in Section 14 of this
Code.
1.Compliance
with Laws, Rules and Regulations
Obeying
the law, both in letter and in spirit, is the foundation on which this Company’s
ethical standards are built. All employees must respect and obey the laws of
all
jurisdictions in which the Company operates. Any employee who is unsure about
any aspect of these laws should seek advice from supervisors, managers or other
appropriate personnel.
2.Record-Keeping
Accuracy
and reliability in the preparation of all business records is critically
important to the Company’s decision-making process and to the proper discharge
of its financial, legal, and reporting obligations. All of the Company’s books,
records, accounts and financial statements shall be maintained in reasonable
detail, shall appropriately reflect the Company’s transactions and shall conform
both to applicable legal requirements and to the Company’s system of internal
controls. Unrecorded or “off the books” funds or assets shall not be maintained
unless permitted by applicable law or regulation.
Many
employees regularly incur business expenses, which must be documented and
recorded accurately. If you are not sure whether a certain expense is
appropriate, consult the policy or ask your supervisor.
Business
records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
of people and companies that can be misunderstood. This applies equally to
e-mail, internal memos and formal reports. Records shall always be retained
or
destroyed according to the Company’s record retention policies.
3.Conflicts
of Interest and Related Party Transactions
A
“conflict of interest” exists when a person’s private interest interferes in any
way with the interests of the Company. A conflict situation can arise when
an
employee, officer or director takes actions or has interests that may make
it
difficult to perform his or her Company work objectively and effectively.
Conflicts of interest may also arise when an employee, officer or director,
or
members of his or her family, receives improper personal benefits as a result
of
his or her position in the Company. Loans to, or guarantees of obligations
of,
employees and their family members may create conflicts of interest. Loans
to,
or guarantees of obligations of, directors, executive officers and their family
members are prohibited.
A
conflict of interest almost always exists when a Company employee works
concurrently for a competitor, customer or supplier. You are not allowed to
work
for a competitor as a consultant or board member. The best policy is to avoid
any direct or indirect business connection with the Company’s competitors,
customers or suppliers, except on the Company’s behalf.
A
conflict of interest may occur when an employee of the Company has an ownership
or financial interest in another business organization that is doing business
with the Company. These transactions between the Company and the other
organization are characterized as related party transactions. While not all
related party transactions are improper, the Company must be aware of the
details of each such transaction so that it can make a judgment as to the
appropriateness of the transaction. If you or a family member have any ownership
or financial interest in another organization that conducts business or seeks
to
conduct business with the Company, you must report the situation to the Chief
Executive Officer (“CEO”) and cooperate with the legal staff by providing all
relevant facts. The CEO will determine whether or not the related party
transaction is a conflict of interest.
Conflicts
of interest are prohibited as a matter of Company policy, except under
guidelines approved by the Board of Directors. Conflicts of interest may not
always be clear, so if you have a question, you should consult with higher
levels of management or the Company’s CEO. Any employee, officer or director who
becomes aware of a conflict or potential conflict shall bring it to the
attention of a supervisor, manager or other appropriate personnel or consult
the
procedures described in Section 14 of this Code.
4.Confidentiality
Employees
must maintain the confidentiality of confidential information entrusted to
them
by the Company or its customers, except when disclosure is authorized by the
CEO
or legally mandated. Even within the Company, you should disclose confidential
information only to those employees who need to know the information.
Confidential information includes all non-public information that might be
of
use to competitors, or harmful to the Company or its customers, if disclosed.
It
also includes information that suppliers and customers have entrusted to us.
The
obligation to preserve confidential information continues even after employment
ends.
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5.Insider
Trading
Employees
who have access to confidential information are not permitted to use or share
that information for stock trading purposes or for any other purpose except
the
conduct of the Company’s business. All non-public information about the Company
shall be considered confidential information. To use non-public information
for
personal financial benefit or to “tip” others who might make an investment
decision on the basis of this information is not only unethical but also
illegal. If you have any questions, you should consult the Company’s
CEO.
6.Corporate
Opportunities
Employees,
officers and directors are prohibited from taking for themselves personally
opportunities that are discovered through the use of corporate property,
information or position without the consent of the Board of Directors. No
employee shall use corporate property, information, or position for improper
personal gain, and no employee shall compete with the Company directly or
indirectly. Employees, officers and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so
arises.
7.Competition
and Fair Dealing
The
Company seeks to outperform its competition fairly and honestly. The Company
seeks competitive advantages through superior performance, never through
unethical or illegal business practices. Stealing proprietary information,
possessing trade secret information that was obtained without the owner’s
consent, or inducing such disclosures by past or present employees of other
companies is prohibited. Each employee shall endeavor to respect the rights
of
and deal fairly with the Company’s customers, suppliers, competitors and
employees. No employee shall take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation
of
material facts, or any other intentional unfair-dealing
practice.
The
purpose of business entertainment and gifts in a commercial setting is to create
good will and sound working relationships, not to gain unfair advantage with
customers. No gift or entertainment shall ever be offered, given, provided
or
accepted by any Company employee, family member of an employee or agent unless
it:
·
is
not a cash gift,
·
is
consistent with customary business
practices,
·
is
not excessive in value,
·
cannot
be construed as a bribe or payoff,
and
·
does
not violate any laws or
regulations.
3
8.Discrimination
and Harassment
The
diversity of the Company’s employees is a tremendous asset. The Company is
firmly committed to providing equal opportunity in all aspects of employment
and
shall not tolerate any illegal discrimination or harassment or any kind.
Examples include derogatory comments based on racial, gender, religious, or
ethnic characteristics and unwelcome sexual advances.
9.Health
and Safety
The
Company strives to provide each employee with a safe and healthful work
environment. Each employee has the responsibility for maintaining a safe and
healthful workplace for all employees by following safety and health rules
and
practices and reporting accidents, injuries and unsafe equipment, practices
or
conditions.
Violence
and threatening behavior are not permitted. Employees must report to work in
condition to perform their duties, free from the influence of alcohol or illegal
drugs. The use of alcohol or illegal drugs in the workplace is not
tolerated.
10.Protection
and Proper Use of Company Assets
All
employees shall endeavor to protect the Company’s assets and ensure their
efficient use. Theft, carelessness and waste have a direct impact on the
Company’s profitability. All Company assets should be used for legitimate
business purposes. Any suspected incident of theft, carelessness, or waste
of or
with Company assets shall be immediately reported for investigation. Company
equipment shall not be used for non-Company business, although incidental
personal use may be permitted by your supervisor.
The
obligation of employees to protect the Company’s assets includes its proprietary
information. Proprietary information includes intellectual property such as
trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service plans, databases, records, salary information and any
unpublished financial data and reports. Unauthorized use or distribution of
this
information would violate Company policy. It could also be illegal and result
in
civil and/or criminal penalties.
11.Accounting
and Related Matters
All
employees participate, in some measure, in the gathering of information made
available to the Company’s accounting department for use in the Company’s
financial reports and other information required to be publicly disclosed by
the
Securities and Exchange Commission and the NASDAQ Stock Market LLC. Each
employee should endeavor to ensure that such information is accurate and
complete in all material respects through full compliance with the Company’s
accounting requirements, internal disclosure and accounting controls and
audits.
4
12.Waivers
of the Code of Business Conduct and Ethics
Any
waiver of this Code for executive officers or directors may be made only by
the
Corporate Governance Committee of the Board and shall be promptly disclosed
as
required by law or stock exchange regulation.
13.Administration
of Code
This
Code
shall be administered by the Company’s CEO, who shall act as the Corporate
Compliance Officer of the Company, Company employees are encouraged to seek
guidance regarding the application or interpretation of this Code from the
CEO
and are expected to cooperate fully in any investigation of any potential
violation of this Code.
15.Reporting
Violations; Compliance Procedures
All
employees shall work to ensure prompt and consistent action against violations
of this Code. However, in some situations it is difficult to know right from
wrong. Since no one can anticipate every situation that will arise, it is
important to have a way to approach a new question or problem. These are the
steps to keep in mind:
·
Make
sure you have all the facts.
In
order to reach the right solutions, you must be as fully informed
as
possible.
·
Ask
yourself: What specifically am I being asked to do? Does it seem
unethical
or improper?
This will enable you to focus on the specific question you are faced
with
and the alternatives you have. Use your judgment and common sense;
if
something seems unethical or improper, it probably
is.
·
Clarify
your responsibility and role.
In
most situations there is shared responsibility. Are your colleagues
informed? It may help to get others involved and discuss the
problem.
·
Discuss
the problem with your supervisor.
You are encouraged to talk to your supervisor about any issues concerning
illegal, unethical or improper behavior and when in doubt about the
best
course of action in a particular situation. This is the basic guidance
for
all situations. In many cases your supervisor will be more knowledgeable
about the question, and will appreciate being brought into the
decision-making process. Remember it is your supervisor’s responsibility
to help solve problems.
·
Report
serious violations to the Company’s CEO.
You
should report serious violations that have not been properly addressed
by
your supervisor or other resources of the Company to the CEO. However,
if
it is not appropriate to discuss an issue with the CEO, or if you
believe
that the CEO has not properly addressed the violations, you may contact
any independent director of the Board of Directors. In the rare case
that
you become aware of a material legal violation or a breach of fiduciary
duty by an employee of the Company, address your concerns to:
Nominating/Corporate Governance Committee Chairman, Sino-Global Shipping
America, Ltd. 36-09 Main Street, Suite 9C-2, Flushing, New York11354.
5
·
Reporting
of accounting issues.
If
you are aware of an issue concerning accounting, auditing or the
Company’s
internal accounting controls, address your concerns with the Company’s
internal audit function or to the CEO. In the event that you believe
that
the Company has not properly responded to the issue, you may address
your
concerns to: Audit Committee Chairman, Sino-Global Shipping America,
Ltd.
36-09 Main Street, Suite 9C-2, Flushing, New York11354.
·
You
may report any possible violation in confidence and without fear
ofretaliation.
If
your situation requires that your identity be kept secret, your anonymity
will be protected and you will be guaranteed confidentiality in the
handling of your claim. It is the policy of the Company not to allow
retaliation for reports of misconduct by others made in good faith
by
employees. Employees are expected to cooperate in internal investigations
of misconduct.
·
Always
ask first, act later:
If you are unsure of, what to do in any situation, seek guidance
before
you act.