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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/18/07 China MediaExpress Holdings, Inc. S-1 20:1.2M RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: S-1 Registration Statement (General Form) HTML 543K 2: EX-3.1 Ex-3.1: Form of Amended and Restated Certificate HTML 31K of Incorporation 3: EX-3.2 Ex-3.2: By-Laws HTML 72K 4: EX-4.1 Ex-4.1: Specimen Unit Certificate HTML 20K 5: EX-4.2 Ex-4.2: Specimen Common Stock Certificate HTML 19K 6: EX-4.3 Ex-4.3: Specimen Warrant Certificate HTML 25K 7: EX-4.4 Ex-4.4: Form of Warrant Agreement HTML 72K 8: EX-4.5 Ex-4.5: Form of Unit Purchase Option HTML 87K 9: EX-5.1 Ex-5.1: Form of Opinion of Morrison Cohen LLP HTML 14K 10: EX-10.4 Ex-10.4: Form of Investment Management Trust HTML 63K Agreement 11: EX-10.5 Ex-10.5: Form of Securities Escrow Agreement HTML 36K 12: EX-10.6 Ex-10.6: Form of Administrative Service Agreement HTML 11K 13: EX-10.7 Ex-10.7: Promissory Note HTML 17K 14: EX-10.8 Ex-10.8: Form of Registration Rights Agreement HTML 80K 15: EX-10.9 Ex-10.9: Form of Private Placement Purchase HTML 29K Agreement 16: EX-14 Ex-14: Form of Code of Ethics HTML 27K 17: EX-23.1 Ex-23.1: Consent of Goldstein Golub Kessler LLP HTML 9K 18: EX-99.1 Ex-99.1: Form of Audit Committee Charter HTML 27K 19: EX-99.2 Ex-99.2: Form of Nominating Committee Charter HTML 24K 20: EX-99.3 Ex-99.3: Form of Compensation Committee Charter HTML 20K
EX-14 |
• | promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; | ||
• | promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in other public communications made by or on behalf of the Company; | ||
• | promote compliance with applicable governmental laws, rules and regulations; | ||
• | deter wrongdoing; and | ||
• | require prompt internal reporting of breaches of, and accountability for adherence to, this Code. |
• | Act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or in the Company’s interests. | ||
• | Observe all applicable governmental laws, rules and regulations. | ||
• | Comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy and completeness in the Company’s financial records and other business-related information and data. | ||
• | Adhere to a high standard of business ethics and not seek competitive advantage through |
unlawful or unethical business practices. | |||
• | Deal fairly with the Company’s customers, suppliers, competitors and employees. | ||
• | Refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice. | ||
• | Protect the assets of the Company and ensure their proper use. | ||
• | Refrain from taking for themselves personally opportunities that are discovered through the use of corporate assets or using corporate assets, information or position for general personal gain outside the scope of employment with the Company. | ||
• | Avoid conflicts of interest, wherever possible, except under guidelines or resolutions approved by the Board of Directors (or the appropriate committee of the Board). Anything that would be a conflict for a person subject to this Code also will be a conflict if it is related to a member of his or her family or a close relative. Examples of conflict of interest situations include, but are not limited to, the following: |
• | any significant ownership interest in any supplier or customer; | ||
• | any consulting or employment relationship with any customer, supplier or competitor; | ||
• | any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Company; | ||
• | the receipt of any money, non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective business dealings; | ||
• | being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any close relative; | ||
• | selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell; and | ||
• | any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes — or even appears to interfere — with the interests of the Company as a whole. |
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• | not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and | ||
• | in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness. |
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• | Notify the Chairman promptly of any existing or potential violation of this Code. | ||
• | Not retaliate against any other person for reports of potential violations that are made in good faith. |
• | The Board of Directors or Audit Committee, if one exists, will take all appropriate action to investigate any breaches reported to it. | ||
• | If the Audit Committee, if one exists, determines (by majority decision) that a breach has occurred, it will inform the Board of Directors. | ||
• | Upon being notified that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee (if one exists) and/or General Counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities. |
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/19/07 SEC UPLOAD¶ 10/07/17 1:113K China MediaExpress Holdings, Inc. |