Amendment to Registration of Securities of a Small-Business Issuer — Form 10-SB Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10SB12G/A Amendment to Registration of Securities of a HTML 674K
Small-Business Issuer
24: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 127K
2: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 37K
Liquidation or Succession
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 99K
4: EX-10.1 Material Contract HTML 31K
13: EX-10.10 Material Contract HTML 25K
14: EX-10.11 Material Contract HTML 20K
15: EX-10.12 Material Contract HTML 37K
16: EX-10.13 Material Contract HTML 20K
17: EX-10.14 Material Contract HTML 20K
18: EX-10.15 Material Contract HTML 20K
19: EX-10.16 Material Contract HTML 20K
20: EX-10.17 Material Contract HTML 20K
5: EX-10.2 Material Contract HTML 31K
6: EX-10.3 Material Contract HTML 63K
7: EX-10.4 Material Contract HTML 23K
8: EX-10.5 Material Contract HTML 23K
9: EX-10.6 Material Contract HTML 28K
10: EX-10.7 Material Contract HTML 21K
11: EX-10.8 Material Contract HTML 23K
12: EX-10.9 Material Contract HTML 22K
21: EX-14 Code of Ethics HTML 36K
22: EX-21 Subsidiaries HTML 11K
23: EX-23.1 Consent of Experts or Counsel HTML 8K
China
Marketing Media Holdings, Inc. (the “Company”)
is
committed to the highest level of ethical behavior. The Company’s business
success depends upon the reputation of the Company and its directors, officer
and employees to perform with the highest level of integrity and principled
business conduct.
This
Code
of Ethics (“Code”)
applies to all directors, officers and employees of the Company, including
the
Company’s principal executive officer and principal financial officer,
(collectively, the “Covered
Persons”).
This
Code is designed to deter wrongdoing and to promote all of the
following:
·
honest
and ethical conduct, including the ethical handling of actual or
apparent
conflicts of interest between personal and professional
relationships;
·
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 "Commission"),
and in other public communications made by the
Company;
·
compliance
with applicable governmental laws, rules and
regulations;
·
the
prompt internal reporting to an appropriate person or persons identified
herein for receiving notice of violations or potential violations
of this
Code; and
·
accountability
for adherence to this Code.
Current
versions of the Code will be maintained on the Company’s Website (if the Company
has established a Website) and distributed periodically to all Covered Persons.
Compliance with the Code is, first and foremost, the individual responsibility
of every Covered Person.
This
Code
is not intended to cover every applicable law, or to provide answers to all
questions that might arise; for such, the Company relies on each person’s sense
of what is right, including a sense of when it is appropriate to seek guidance
from others on an appropriate course of conduct.
II.Honest
And Ethical Conduct
Each
Covered Person must always conduct himself or herself in an honest and ethical
manner. Each Covered Person must act with the highest standards of personal
and
professional integrity and must not tolerate others who attempt to deceive
or
evade responsibility for actions. Honest and ethical conduct must be a driving
force in every decision made by a Covered Person while performing his or her
duties for the Company. When in doubt as to whether an action is honest and
ethical, each Covered Person shall seek advice from his or her immediate
supervisor or senior management, as appropriate.
III.Conflicts
Of Interest
The
term
“conflict of interest” refers to any circumstance that would cast doubt on a
Covered Person’s ability to act objectively when representing the Company’s
interest. Covered Persons should not use their position or association with
the
Company for their own or their family’s personal gain, and should avoid
situations in which their personal interests (or those of their family) conflict
or overlap, or appear to conflict or overlap, with the Company’s best
interests.
The
following are examples of activities that give rise to a conflict of interest.
These examples do not in any way limit the general scope of the Company's policy
regarding conflicts of interest.
·
Where
a Covered Person’s association with (or financial interest in) another
person or entity would reasonably be expected to interfere with the
Covered Person's independent judgment as to the Company’s best interest,
that association or financial interest creates a conflict of
interest.
·
The
holding of a financial interest by a Covered Person in any present
or
potential competitor, customer, supplier, or contractor of the Company
creates a conflict of interest, except where the business or enterprise
in
which the Covered Person holds such financial interest is publicly
owned,
and the financial interest of the Covered Person in such public entity
constitutes less than one percent (1%) of the ownership of that business
or enterprise.
·
The
acceptance by a Covered Person of a membership on the board of directors,
or serving as a consultant or advisor to any board or any management,
of a
business that is a present or potential competitor, customer, supplier,
or
contractor of the Company, creates a conflict of interest, unless
such
relationship is pre-approved in writing by the principal executive
officer
of the Company.
·
Engaging
in any transaction involving the Company, from which the Covered
Person
can benefit financially or otherwise, apart from the usual compensation
received in the ordinary course of business, creates a conflict of
interest. Such transactions include lending or borrowing money,
guaranteeing debts, or accepting gifts, entertainment, or favors
from a
present or potential competitor, customer, supplier, or contractor
of the
Company.
·
The
use or disclosure of any unpublished information regarding the Company,
obtained by a Covered Person in connection with his or her employment
for
personal benefit, creates a conflict of
interest.
It
is our policy and it is expected that all Covered Persons should endeavor to
avoid all situations that present an actual or apparent conflict of interest.
All actual or apparent conflicts of interest must be handled honestly and
ethically. If a Covered Person suspects that he or she may have a conflict
of
interest, that Covered Person is required to report the situation to, and to
seek guidance from, his or her immediate supervisor or senior management, as
appropriate. For purposes of this Code, directors, the principal executive
officer, and the principal financial officer shall report any such conflict
or
potential conflict situations to the chairman of the audit committee, if one
be
created, and in the absence of an audit committee, to chairman of the board
of
directors. Officers (other than the principal executive officer and principal
financial officer) and employees of the Company shall report any such situations
to their immediate supervisor. It is the responsibility of the audit committee
chairman or the chairman of the board, as applicable, to determine if a conflict
of interest exists or whether such situation is likely to impair the Covered
Persons ability to perform his or her assigned duties with the Company, and
if
such situation is determined to present a conflict, to determine the necessary
resolution.
IV.Compliance
With Applicable Laws, Rules And Regulations
Full
compliance with letter and the spirit of all applicable governmental laws,
rules
and regulations, and applicable rules and listing standards of any national
securities exchange on which the Company’s securities may be listed, is one of
the foundations on which this Company’s ethical policies are built. All
directors and executive officers of the Company must understand and take
responsibility for the Company's compliance with the applicable governmental
laws, rules and regulations of the cities, states and countries in which the
Company operates, and for complying with the applicable rules and listing
standards of any national securities exchange on which the Company’s securities
may be listed.
V.Rules
To Promote Full, Fair, Accurate, Timely and Understandable
Disclosure
As
a
public Company, the Company has a responsibility to report financial information
to security holders so that they are provided with accurate information in
all
material respects about the Company’s financial condition and results of
operations. It is the policy of the Company to fully and fairly disclose the
financial condition of the Company in compliance with applicable accounting
principles, laws, rules and regulations. Further, it is the Company’s policy to
promote full, fair, accurate, timely and understandable disclosure in all
Company reports required to be filed with or submitted to the Commission, as
required by applicable laws, rules and regulations then in effect, and in other
public communications made by the Company.
Covered
Persons may be called upon to provide or prepare necessary information to ensure
that the Company’s public reports are complete, fair and understandable. The
Company expects Covered Persons to take this responsibility seriously and to
provide accurate information related to the Company’s public disclosure
requirements.
All
books
and records of the Company shall fully and fairly reflect all Company
transactions in accordance with accounting principles generally accepted in
the
United States of America, and any other financial reporting or accounting
regulations to which the Company is subject. No entries to the Company’s books
and records shall be made or omitted to intentionally conceal or disguise the
true nature of any transaction. Covered Persons shall maintain all Company
books
and records in accordance with the Company’s established disclosure controls and
procedures and internal controls for financial reporting, as such controls
may
be amended from time to time.
All
Covered Persons must report any questionable accounting or auditing matters
that
may come to their attention. This applies to all reports or records prepared
for
internal or external purposes. If any Covered Person has concerns or complaints
regarding questionable accounting or auditing matters of the Company, Covered
Person shall report such matters to his or her immediate supervisor. If the
immediate supervisor is involved in the questionable accounting or auditing
matter, or does not timely resolve the Covered Person’s concern, the Covered
Person should submit their concerns to the principal executive officer or the
principal financial officer. If the principal executive officer and the
principal financial officer are involved in the questionable accounting or
auditing matter, or do not timely resolve the Covered Person's concerns, the
Covered person should submit his or her concern directly to the audit committee,
if one be established, or to the board of directors in the absence of a
designated audit committee. The reporting of any such matters may be done on
a
confidential basis, at the election of the Covered Person making the
report.
VI.Corporate
Opportunities
Directors
and employees are prohibited from taking for themselves opportunities that
are
discovered through the use of Company property, information or position, or
using Company property, information or position for personal gain. Directors
and
employees have a duty to the Company to advance its legitimate interest when
the
opportunity to do so arises.
VII.Confidentiality
Directors
and employees must maintain the confidentiality of non-public, proprietary
information regarding the Company, its customers or its suppliers, and shall
use
that information only to further the business interests of the Company, except
where disclosure or other use is authorized by the Company or legally mandated.
This includes information disseminated to employees in an effort to keep them
informed or in connection with their work activities, but with the instruction,
confidential labeling, or reasonable expectation that the information be kept
confidential.
VIII.Trading
on Inside Information
Inside
information includes any non-public information, whether favorable or
unfavorable, that investors generally consider important in making investment
decisions. Examples including financial results not yet released, imminent
regulatory approval/disapproval of an alliance or other significant matter
such
as the purchase or sale of a business unit or significant assets, threatened
litigation, or other significant facts about a business. No information obtained
as the result of employment at, or a director’s service on the Board of, the
Company may be used for personal profit or as the basis for a “tip” to others,
unless such information has previously been made generally available to the
public, and even in such circumstances, such information may be subject to
other
duties.
IX.Protection
and Proper Use of Company Assets
Directors
and employees should protect the Company’s assets and ensure their efficient
use. Theft, carelessness and waste have an adverse impact on the Company and
its
profitability. Company assets may only be used for legitimate Company business
purposes.
X.Reporting
Violations of the Code
Any
Covered Person who becomes aware of any violation of this Code must promptly
bring the violation to the attention of the appropriate party as follows:
directors, the Company’s principal executive officer and the principal financial
officer shall report on a confidential basis any violations to the chairman
of
the audit committee, if one be created, and in the absence of an audit
committee, to the chairman of the board of directors of the Company; Executive
officers and employees of the Company shall report any violations to the
Company’s principal executive officer or principal financial
officer.
XI.Compliance
with the Code
All
issues of non-compliance with this Code will be reviewed and evaluated according
to the circumstances and severity of the problem. Senior management will take
such actions as it deems appropriate, which can include disciplinary action
up
to and including termination of employment, legal action, and other
measures.
XII.Waiver
of the Code
Any
waiver of this Code may be made only by the independent directors on the board
of directors, or by an authorized committee of the board of directors comprised
solely of independent directors, and will be disclosed as required by law,
Commission regulations, or the rules and listing standards of any national
securities exchange on which the Company’s securities may be
listed.
