Form 8-K China United Insurance For: Mar 15
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 15, 2019
CHINA UNITED INSURANCE SERVICE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-54884 | 30-0826400 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No. |
7F, No. 311 Section 3, Nan-King East Road, Taipei City, Taiwan
(Address of principal executive offices)
+8862-87126958
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.05. Amendments to the Registrant’s Code of Ethics, or a Waiver of a Provision of the Code of Ethics.
On March 15, 2019, the Board of Directors (the “Board”) of China United Insurance Service, Inc. (“CUIS” or the “Company”) adopted the Corporate Code of Business Conduct and Ethics, the Policy on Anti-Corruption, the Conflict of Interest Policy, and the Policy on Insider Trading and Disclosure. The Corporate Code of Business Conduct and Ethics, the Policy on Anti-Corruption, the Conflict of Interest Policy, and the Policy on Insider Trading and Disclosure became effective immediately upon the approval of and the adoption by the Board.
The foregoing description of the Corporate Code of Business Conduct and Ethics, the Policy on Anti-Corruption, the Conflict of Interest Policy, and the Policy on Insider Trading and Disclosure is qualified in its entirety by the text of the Corporate Code of Business Conduct and Ethics, the Policy on Anti-Corruption, the Conflict of Interest Policy, and the Policy on Insider Trading and Disclosure, respectively, adopted by the Board, which are filed as Exhibit 14.1, Exhibit 14.2, Exhibit 14.3, and Exhibit 14.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CHINA UNITED INSURANCE SERVICE, INC.
| Date: March 18, 2019 | ||
| By: | /s/ Yi-Hsiao Mao | |
| Name: Yi-Hsiao Mao | ||
| Title: Chief Executive Officer | ||
Exhibit 14.1
CHINA UNITED INSURANCE SERVICE, INC.
CORPORATE CODE OF BUSINESS
CONDUCT AND ETHICS
Policy Effective Date: March 15th, 2019
Dear CUIS Colleagues:
Our Code of Business Conduct and Ethics is one of the foundations upon which our business practices at CUIS are constructed and, for that reason, it is a critical policy for each of us to read and follow.
Our Code of Business Conduct and Ethics is a values-based document, as you read through, you will see that the Code of Business Conduct and Ethics explains in detail the ethical business practices and conduct that must govern our daily business practices here at CUIS.
We are one of the leading insurance intermediary companies in the Asia today. There are many, many reasons for our success, but I believe a major reason is our integrity and trustworthiness - and that is what this Code of Business Conduct and Ethics is really all about.
At CUIS, each of us is personally accountable for reading and following the Code of Business Conduct and Ethics, thinking about the principles on which it is constructed, and then incorporating those principles into our daily business practices. If you have questions about the Code of Business Conduct and Ethics or any ethical issue you may face, please contact your manager, or the Legal, Human Resources or Compliance Departments for assistance. Alternatively, you may report ethics-related matters confidentially through one of CUIS’s hotlines, as described in more detail in the Code of Business Conduct and Ethics. Thank you.
| /s/ Yi-Hsiao Mao | |
| Yi-Hsiao Mao | |
| Chairman and Chief Executive Officer |
THE RIGHT WAY AT CUIS
In the competitive insurance business in which we operate, we must maintain the highest standards of integrity. Our reputation and our success depend on it. We keep our promises and are committed to doing business the right way. This is even more true because we are a public company and are responsible to shareholders and the market to maintain these standards. Our Core Values (“Values”) define the behaviors that will make us successful in the marketplace.
When conducting business on CUIS’s behalf, always ask yourself whether the actions you take are consistent with our core values and standards in this Code of Ethics (“Code”).
Who Must Follow the Code?
Our Code applies to all CUIS directors, officers, and employees wherever they are located as well as all CUIS business units, controlled subsidiaries, and affiliated entities and their personnel (including, without restriction, Law Broker and Anhou), joint ventures over which CUIS has operational control, business partners, and third-party representatives worldwide (collectively, “Associates”).
Associates must be committed to upholding the Company’s Values, including complying with the laws of all the countries in which CUIS operates. It is not only the right thing to do, but also an integral part of our commitment to excellence and our dedication to being a superior corporate citizen.
Everyone is responsible for maintaining a culture of integrity at CUIS.
What Do I Need to Do?
As a CUIS Associate, you must:
| · | Be familiar with, understand, and uphold the Code and be aware of policies that are relevant to your job responsibilities. |
| · | Report any suspected violations of this Code, Company policies, or law. |
| · | Timely complete CUIS’s required compliance-training courses. |
| · | Execute an annual certification acknowledging your commitment to the principles in this Code. |
As a CUIS manager, you must also:
| · | Promote a culture of compliance in which Associates understand their responsibilities and feel comfortable asking questions or reporting suspected violations without fear of retaliation. |
| · | Foster a spirit of ethics, integrity, and lawfulness by personally leading compliance efforts. |
| · | Never retaliate or tolerate retaliation against any individual for making a good-faith report of activity that may not comply with our Values. |
| · | Ensure that Associates understand that business results are never more important than ethical conduct and compliance with this Code. |
| · | Immediately inform Mr. Wei-Mou Yu (aka Wellmore Yu)/+886-2-87126958 ext. 684 / 7F., No. 311, Sec. 3, Nanjing E. Rd., Shongshan Dist., Taipei City 10595, Taiwan/ [email protected] if you receive a report of suspected violation of this Code, Company policies, or the law. |
Any Manager, who directs, approves or tolerates any conduct in violation of this Code, Company policies, or law, or who has knowledge of such conduct and does not immediately report it, will be subject to disciplinary action, up to and including termination and/or report to relevant authorities.
What to do:
| · | Act in an honest, fair and ethical manner in all business interactions. |
| · | Use CUIS’s property for appropriate business purposes only. |
| · | Disclose activities, financial interests or relationships that may be or may appear to be a conflict of interest. Obtain prior, written approval, where appropriate |
| · | Prevent improper use and disclosure of proprietary information not available to the general public. |
| · | Create an environment where everyone feels they can voice their opinions. |
| · | Report suspected unethical or illegal behavior to the appropriate CUIS authorities and to the Compliance Department. |
What to avoid:
| · | Taking adverse action against someone who has raised a concern or questioned a practice or activity. |
| · | Making decisions that give the appearance of, or create, a conflict between your interests and those of CUIS or its shareholders or customers. |
| · | Buying or selling CUIS securities without the prior written approval of the Compliance Committee |
| · | Using or appearing to use CUIS resources, information or influence for personal gain. |
Getting Help or Reporting a Possible Violation
CUIS Associates have a responsibility to report suspected violations of this Code. CUIS is committed to ensuring that an individual does not face retaliation for reporting such concerns. Here is how to report suspected violations or get help on these issues:
To report a real or suspected violation of this Code, the following individuals and resources are available:
| · | Our Compliance Department |
| o | By Email: [email protected] |
| o | By Fax: +886-2-8712-5338 |
| o | By Mail: 7F., No. 311, Sec. 3, Nanjing E. Rd., Shongshan Dist., Taipei City 10595, Taiwan |
| · | Our CUIS Compliance Helpline: +886-2-87126958 ext. 684 |
| · | Any member of the CUIS and legal department of CUIS’s subsidiary. |
RIGHT
An employee learns that his supervisor has improperly obtained proprietary information about a competitor which results in CUIS gaining an unfair business advantage. The employee reports the matter.
WRONG
Refusing to promote a qualified employee because she previously reported a violation of a policy.
The CUIS Compliance Helpline
The CUIS Compliance Helpline is available by phone or online 24 hours a day, 7 days a week. Reports of suspected violations or concerns may be made anonymously, where local laws allow. However, you are encouraged to identify yourself when making a report, so that additional information can be obtained if needed. Whenever possible and permitted by law, your identity will be kept strictly confidential.
Accessing the Compliance Helpline
+886-2-87126958 ext. 684
Prohibiting Retaliation for Reporting
It takes courage to raise concerns about actions that may violate or be inconsistent with our Code or the law, and CUIS is committed to ensuring that an individual does not face retaliation for reporting such concerns. Prohibited acts of retaliation include discharge, demotion, suspension, harassment, threats, denial of a promotion, or any other action that discriminates against an individual who submits a report of suspected non-compliance. Those engaging in acts of retaliation are subject to disciplinary action, up to and including termination, as permitted by local laws. If you know or suspect that you or someone you know has been retaliated against, you should contact our Compliance Hotline: +886-2-87126958 ext. 684 immediately.
OUR ETHICS EARN TRUST
At CUIS, we continually strive to be a trusted advisor. In pursuing this goal, we must consistently incorporate ethical standards into our day-to-day business activities.
Preventing Corrupt Activities
No Bribery. Bribing a government official is illegal no matter where it occurs, the monetary value of the bribe, or the level of official. Specifically, CUIS, its officers, directors, and employees do not corruptly give or offer, directly or indirectly, anything of value, including cash, gifts, favors, charitable and political contributions, or hospitality/entertainment, to a government official to obtain or maintain business, to facilitate or expedite government action (such as the granting of a license, permit, or contract), or any other advantage for the Company. The same is true for companies or private individuals doing business with CUIS.
Maintain Accurate Books and Records. Anti-corruption laws require that we maintain accurate books and records. Never misconstrue or mislabel a transaction in our books and records. All payments and Company transactions must be classified and recorded adequately and accurately without any hidden payments or benefits that conceal the true nature of any arrangement.
Third Parties. Retaining a third party agent or business partner to make an improper payment or take an action that is inconsistent with this Code is strictly prohibited.
You must strictly comply with the Company Policy on Anti-corruption. If you have any questions about Anti-corruption, please direct them to our Compliance Department.
Avoiding Conflicts of Interest
We have a responsibility to conduct business only in CUIS’s best interests — not based on our outside interests, including financial or personal interests we may have in the outcome of a decision. Putting our personal interests before CUIS’s creates a conflict of interest and is not allowed. We should always act in the best interest of CUIS and we should not allow outside interest to influence our execution of our duties. We should never use our positions within CUIS, or use CUIS’s relationship with any third party, including with clients, customers, agents, vendors, contractors, or other business partners, for private gain or to obtain benefits for ourselves, our family members or friends. It is not possible to list every situation that may result in a conflict of interest. This Code spells out some of the most common situations that create a conflict of interest or the appearance of one. Local customs and practices may give rise to unique situations not described in this Policy, but still create a conflict of interest. We must avoid any type of conflict and identify those situations that create – or appear to create – a conflict between our personal benefit or interests and CUIS’s interests.
You must strictly comply with the Company Policy on Conflict of Interest. If you have any questions about Conflict of Interest, please direct them to our Compliance Committee.
Avoiding Conflicts of Interest – Outside Employment
Accepting outside employment, such as serving as a consultant, agent, employee, officer, Board of Directors member, or advisor, can easily interfere with our work for CUIS, especially if the position is with a customer, insurance carrier, or competitor. Because it is not always easy to determine whether outside employment could be in conflict with our work for CUIS, before accepting any offer of outside employment, full time employees must receive pre-approval of such outside employment from our Compliance Department.
CUIS encourages its Associates to be active participants in our community. However, other outside work we perform — including volunteer work or otherwise donating our time and skills to a charity project — could also interfere with the interests of our Company. Before engaging in any such activity, you should consult with your supervisor and the Compliance Department.
Avoiding Conflicts of Interest – Financial Investments and Arrangements
Another important type of conflict of interest involves our personal finances. To maintain our high standards of integrity, without informing the Company, we must not hold a substantial financial interest in a customer, insurance carrier, or competitor of our Company. If we hold or one of our family members (or other close personal relations) holds a significant financial interest in any customer, insurance carrier, or competitor of CUIS, we must disclose the situation immediately to our Compliance Department.
Avoiding Conflicts of Interest – Business Opportunities
To remain objective and ethical, we must never pursue opportunities that compete with CUIS and we do not take-up a business opportunity ourselves that might be attractive for CUIS. Specifically, we must refrain from activities, investments, or associations that compete with CUIS or exploit our position with CUIS for personal gain. Should we discover a business opportunity that might fall within CUIS business purpose or practice, we must first inform the Company about it, rather than personally pursuing the opportunity. This same principle extends to helping anyone else, including family members and friends, take personal advantage of an opportunity to compete with CUIS.
Avoiding Conflicts of Interest — Gifts and Entertainment
We should not accept cash, gifts, entertainment, or services in exchange for business or other benefits from the Company. Nonetheless, occasional business gifts and entertainment (such as food or drink provided for immediate consumption) in connection with day-to-day commercial business discussions or the development of business relationships, in compliance with Company policies, are generally deemed as to be acceptable. For further guidance, please see the [Law Insurance Broker CO., LTD Socializing Fee Reporting Rules] for details on scope of acceptable gifts and entertainment and the relevant approval procedures.
Never Engage in Insider Trading
Through our work at CUIS, some of us may learn about material, nonpublic (or “inside”) information, potentially relating to our Company or to other companies with which we work. Trading securities, whether CUIS’s or a company with which we do business, based on inside information is illegal and is strictly prohibited. Also, we may not give any such inside information — or “tip” — to others who might make trades based on it, even if we do not directly benefit from doing so.
You must strictly comply with the Statement of Company Policy on Insider Trading and Disclosure.
WRONG
Buying company stock after obtaining confidential information about a major acquisition.
Creating and Maintaining Accurate and Complete Records
We are all responsible for upholding all internal controls and for the accuracy of the Company’s books and records, including timesheets, travel and expense reports, and financial statements we create and maintain.
We must ensure that:
| · | All Company books, records, accounts, and financial statements: |
| · | Are maintained in accordance with all applicable regulations and standards |
| · | Accurately reflect the true nature of the transactions they record |
| · | Conform to generally accepted accounting principles (GAAP) and Company accounting policies |
We must not:
| · | Create any pool of money that is not appropriately disclosed in the Company’s books or records |
| · | Make false or misleading entries in the Company’s books or records (including false entries to any timesheets or expense reports) for any reason |
| · | Misconstrue or mislabel a transaction |
| · | Circumvent any internal controls |
| · | Make a written commitment on behalf of CUIS that exceeds our individual signature authority |
| · | Disburse corporate funds or other corporate property without adequate supporting documentation and authority to do so |
Records Management
Just as we must maintain our financial and business records in accordance with relevant policies, rules, and regulations, we must also retain and dispose of these records lawfully and ethically. This means we must always follow the document retention guidelines that apply to our locations and projects and never destroy records unless doing so is compliant with any applicable document retention schedule requirements and/or any legal hold notices. If you have questions regarding the status of any records in your possession, consult your Supervisor and the Compliance Department before taking further action.
Accurate Billing and Representations to Customers and Others
Any time we submit an invoice to a customer, the information contained in that invoice must be complete and accurate. Intentionally submitting an invoice with information that does not accurately reflect the work performed is a false claim and can result in significant liability for the Company. Submitting knowingly inaccurate or false invoices and supporting documents to customers is never condoned by our Company. CUIS has a zero tolerance policy on submitting false or inaccurate claims to its customers, including any governments.
Prohibition Against Money Laundering
As part of our commitment to accurate recordkeeping, we must be aware that people involved in criminal or terrorist activity may attempt to enter into transactions with our Company to “launder” the proceeds of their criminal activities to hide the funds or make them appear to be from legitimate activities. CUIS is committed to conducting business only with reputable customers involved in legitimate business activities, with funds derived from legitimate, lawful sources.
CUIS Associates can help ensure compliance with all applicable money laundering laws and regulations by:
Working with the appropriate CUIS team (such as finance, accounting and compliance) to perform appropriate due diligence on prospective customers, agents and business partners to ensure that they are involved in legitimate business activities and their funds come from legitimate sources. You should raise concerns with your Supervisor and the Compliance Department, if any customer, agent or proposed business partner who is reluctant to provide complete information, provides insufficient, false or suspicious information, or is anxious to avoid reporting or record-keeping requirements.
Following our rules concerning acceptable forms of payment. Some forms of payments and payment related activities that have become associated with money laundering include:
| · | Payments using monetary instruments that appear to have no identifiable link to the customer Payments in cash |
| · | Unusually complex deal structures, payment patterns that reflect no real business purpose, or unusually favorable payment terms |
| · | Fund transfers to or from countries unrelated to the transaction or not logical for the customer |
| · | Transactions involving locations identified as secrecy havens or areas of known terrorist activity, narcotics trafficking or money laundering activity |
| · | Transactions involving foreign shell or offshore banks, unlicensed money remitters or currency exchangers, or nonbank financial intermediaries |
| · | Payment structures that appear to evade record keeping or reporting requirements (for example, multiple transactions below the reportable threshold amounts) |
| · | Requests to transfer money or return deposits to a third party or unknown or unrecognized account. |
If you have questions or concerns about potential money laundering, consult the Compliance Department.
WE DO BUSINESS THE RIGHT WAY
Our clients, stockholders, and communities depend on our commitment to perform with the highest level of integrity.
Competing Fairly and Honestly and Complying with Competition Laws
To compete fairly in the marketplace, we must show the same respect for the confidential information of our competitors that we show for our own. This means we may only gather competitive information in a lawful and ethical manner, never through deception or misrepresentation. For example, we do not use our access to customer systems to search for competitor presentations or other such information that may be viewable without proper authorization. Similarly, we may not retain or use a third party to do what we ourselves cannot.
We must comply with the antitrust and competition laws of the countries where we do business. In general, we must avoid agreements, understandings, or plans with competitors that limit or restrict competition, including price fixing and allocation of markets.
Conducting Ethical Sales and Marketing
We never take unfair advantage of potential or current customers or vendors through manipulation, concealment, abuse of confidential information, misrepresentation of facts, or any other unfair-dealing practice. Our communications about our services, whether oral or in written promotional materials, presentations, or slide decks should always meet our high standards of accuracy and integrity.
SCENARIO 1: A customer calls you and asks why he received a letter advising him that his insurance policy was about to lapse. You search the database, but can find no record of his most recent premium payment. The customer has a cancelled check and letter showing that the funds had been cashed by a CUIS employee. It appears that none of the funds were deposited in the customer’s account. What should you do?
ANSWER: You should escalate the matter to management, your human resources contact, and the Compliance Department. However, you should not take further action unless instructed to do so. If an employee kept the funds rather than depositing them into the customer’s account, he or she would be committing theft.
SCENARIO 2: You are responsible for approving applications for the purchase of life insurance. In reviewing an application, you notice that the applicant’s signature does not match other signatures that you have for that individual. You are concerned that the insurance agent may have signed the application rather than the applicant. What should you do?
ANSWER: Immediately contact CUIS’s local Compliance Department, who will work with you to determine next steps. For certain documents, when it is suspected that a signature may be fraudulent, the document must be turned over to Compliance Department, as appropriate.
Adhering to Safety Standards
We are expected to promptly report any potential health and safety issues to a Manager. Doing so helps us maintain our own safety, as well as the safety of our fellow CUIS Associates.
As part of our commitment to maintaining a safe working environment, we never react with violence, threats of violence, abuse, or retaliation. This includes implicit or explicit verbal threats, intimidation, bullying, or any physical act of violence. If we witness or are the victim of an act of violence, intimidation, the threat of violence, abuse, retaliation, intimidation, or other threatening behavior, we must report the matter immediately to a Manager. If we or others are in danger, we must contact the local authorities first.
Just as we must not introduce violence into our workplace, we may not work under the influence of drugs or alcohol. The use, sale, purchase, or possession of illegal drugs, as well as the abuse of alcohol or doctor-prescribed drugs while on Company property or while conducting Company business is strictly prohibited. Such behavior puts all CUIS Associates and our clients at risk. We should also talk to a Manager or Human Resources if we notice another Associate’s performance on the job is impaired due to the use of alcohol, illegal substances, or drugs, or that another Associate is using illegal substances on Company or client property.
Additionally, all business activities must be conducted with all necessary permits, approvals, and controls.
Participating in Political and Lobbying Activities
We may not:
| · | Seek or hold a political office without advising our supervisor in advance so that any potential conflicts of interest and other applicable laws can be reviewed and followed (and supervisors are required to review any such requests with our Compliance Department ) |
| · | Request reimbursement for any political contribution or expenditure |
| · | Make any direct or indirect contribution to a political candidate, political committee, or political party on behalf of CUIS or any other entity or individual, unless the contribution is legal and approved in advance by our Compliance Department (for corporate contributions) and is in accordance with the PAC Articles of Association (for PAC contributions). This restriction includes the sponsorship, donation, or contribution to an event in support of a candidate, political party or government entity or official |
| · | Make Company contributions to trade associations or their political action committees where such contributions will be directly or indirectly used for political purposes, unless approved in advance by the Compliance Department. |
| · | Note that there may be instances when our personal political contributions (whether federal, state, municipal, provincial or otherwise) are subject to review by CUIS to ensure that they are compliant or do not inadvertently jeopardize government business for the Company. The Compliance Department will provide specific guidance. |
We also must not lobby the government or any government entity, or other organizations on behalf of CUIS unless it is explicitly part of our job to do so or with the advance approval of the Legal Department. Lobbying is strictly regulated under the laws of most jurisdictions and is often defined broadly to include communications about and efforts to influence not just legislation, but also executive action, administrative matters, execution of government programs, regulatory proceedings, and government contracts.
WE TAKE PRINCIPLED ACTIONS
Our commitment to do business ethically means keeping the following important guidelines in mind.
Respecting Others’ Privacy and Securing their Data
We must follow all applicable laws and regulations and all Company, and client policies related to data privacy and data protection. As CUIS is an international company, we are required to comply with all relevant international laws. CUIS limits disclosure of customer information to those inside our organization who have a clear business need for the information.
We do not give customer information to outside companies or other persons, except:
| · | As directed by clients |
| · | As required by applicable law or regulation |
| · | To stay in compliance with applicable privacy laws |
| · | To protect against fraud or suspected illegal activity |
| · | To provide customer service |
We must immediately contact the Compliance Department if we believe such data has been compromised. For further details regarding how to handle customer information, please contact the Compliance Department.
Using Technology the Right Way
We must protect CUIS information systems from unauthorized access or modification. When we access client information systems, we should familiarize ourselves with any additional contractual obligations that may apply.
CUIS assets like information systems and the messages communicated with them are the sole property of Company, and where permitted, the Company reserves the right to monitor, audit, and inspect our use of these resources. The Company may also block emails containing security-sensitive content. If we know or suspect use of CUIS or client assets in violation of this Code or any policy, we must disclose the issue to our Compliance Department.
When sending business communications in our capacity as a CUIS Associate, we must maintain a professional tone, discuss only appropriate subjects and not threaten, libel, or defame any other person or company. We should be thoughtful in all of our communications and dealings with others, including on social media.
Safekeeping of Company Assets
As CUIS Associates, we must protect Company and client assets from misuse, abuse, and theft. Such assets include monetary and physical property like equipment, supplies, facilities, and funds. They also include intangible assets, like confidential information and intellectual property (“IP”), and the information systems we use to conduct CUIS business. While we may make incidental personal use of CUIS assets, Company assets should be used primarily for CUIS business.
Confidential information means client information not generally known to the public that provides clients or our Company with a business advantage, including but not limited to strategic and business plans; financial, sales, or pricing information; customer lists and data; vendor terms with suppliers; and promotional plans.
Intellectual property means our tools, methodologies, creative ideas, expressions, and their associated commercial value, including system code or designs, proprietary computer systems, and copyrights and trademarks.
Our stockholders and clients rely on us to protect important information from unlawful or inadvertent disclosure. We must take appropriate precautions to ensure that sensitive business information is only communicated confidentially, and only to those Associates with a business need to know. We never provide confidential information to a third party without the appropriate approvals and non-disclosure agreements in place.
All CUIS personnel are also expected to abide by any legal obligations they may have to their former employers. These obligations may include restrictions on the use and disclosure of confidential information, soliciting former colleagues to work at our Company, and non-compete obligations.
If you know of a situation in which any of our confidential information has been compromised, you should notify our Compliance Department immediately.
What to do:
| · | Protect and preserve CUIS’s reputation and the integrity of its proprietary information. |
| · | Use CUIS’s information for appropriate business purposes only. |
| · | Act in a manner consistent with CUIS’s commitment to full, fair, accurate, timely and understandable public business disclosures and communications. |
| · | Prevent improper use and disclosure of CUIS proprietary information. |
| · | Protect and secure CUIS’s information/ data (e.g., customer, employee, business partner, product and financial) in all forms against unauthorized use, access, duplication, disclosure, modifications or destruction. |
| · | Maintain appropriate controls to safeguard CUIS’s proprietary information and intellectual property in all forms. |
| · | Communicate in an ethical and responsible manner. |
| · | Communicate in a manner that complies with legal, regulatory and security requirements. |
Communicating about CUIS
As a publicly traded company, CUIS has a responsibility to disclose information to the public that is completely accurate.
We must not speak on behalf of CUIS, our customers or competitors, or our industry with any member of the media or investment community (including all “market professionals” such as securities analysts, institutional investors, investment advisors, brokers, dealers, and security holders) unless we are authorized to do so.
All public disclosures including forecasts, press releases, speeches, and other communications must be accurate, timely, and representative of the facts.
If we are approached by any media person, analyst, or investor to speak on behalf of our Company, our customers or competitors, or our industry, we should direct those queries to [Mr. Wei-Mou Yu (aka Wellmore Yu)/+886-2-87126958 ext. 684]. We should not attempt to provide any information ourselves. We should ask the person approaching us to send an email Mr. Wei-Mou Yu (aka Wellmore Yu)/+886-2-87126958 ext. 684], and then they will respond appropriately.
What to avoid:
| · | Communicating or appearing to communicate on behalf of CUIS when responding to media inquiries, regardless of the format, unless authorized to do so by the company. |
| · | Putting CUIS data on a public or unsecured computer or mobile device. |
| · | Disclosing or sharing proprietary information with unauthorized individuals. |
| · | Destroying any type of CUIS records, documents or communications except in connection with applicable records management policies. |
| · | Using CUIS systems for non-business purposes. Occasional personal use of CUIS systems is permitted provided that it does not interfere with CUIS’s business and is not otherwise prohibited by internal policies and standards. |
| · | Disclosing proprietary information or systems to third parties/vendors without proper controls. |
| · | Posting information or links on the CUIS internet or intranet pages, except as approved for business purposes. |
SCENARIO 1: You are a member of a large team working to develop a new business product. The product is expected to revitalize a market segment. The press is already aware of the product launch. You’ve just been told the part of the project your team is working on has been put on hold. There are rumors the project will be cancelled, which will negatively impact expected revenue for the year.
One of your friends who works for another company in a similar field calls and during your conversation, asks how that big project you have been working on is going. How should you respond?
ANSWER: In this case, the status of this project should not be discussed with your friend. You may not have all of the facts regarding the project and gossiping could potentially be very damaging to the company. Remember, proprietary information is a valuable asset and should be protected appropriately.
SCENARIO 1A: You don’t have time to speak to your friend when he calls, so you decide to send an e-mail before you leave the office. In the e-mail, you are careful to avoid discussion of the project; however, you do vaguely reference your concerns. Was this appropriate?
ANSWER: No, transmitting e-mails to third parties containing gossip or casual statements may be misunderstood. Anything you put in writing can become public information. Your friend may decide to post it on a blog or other media. You must follow your local policies and procedures with regard to communications on CUIS information systems.
SCENARIO 2: You are attending a continuing education business class two nights a week. Your professor thinks it is important for students to use real-world examples in class. You have heard that the company might be buying a large company in the insurance division. If you do not tell anyone the name of the company being considered for purchase, can you share this information with your classmates?
ANSWER: No, you may not share this information. This information is strategically sensitive. Premature disclosure of sensitive company information could cause the company harm. You must be careful not to discuss confidential or material nonpublic information, such as a potential acquisition, in public places. It is also important not to reveal confidential information to anyone who does not have a need to know. This includes co-workers, sales associates, business partners, consultants, vendors and personal acquaintances.
Discrimination and Harassment
We must treat others with fairness and respect, and value each other’s individual contributions. We never discriminate against a person’s legally protected characteristics, such as race, color, religion, gender, gender identity, age, national origin, sexual orientation, marital status, disability status, or veteran status when we make employment decisions including recruiting, hiring, training, promotion, termination, or providing other terms and conditions of employment. We also comply with all applicable equal employment opportunity laws, including those related to discrimination and harassment.
We must never tolerate discriminatory conduct, abuse of authority, or harassment of any kind, including that of a sexual nature. We must also refrain from making jokes, slurs, or other remarks about a person’s legally protected characteristics as applicable in a specific country, or those of a sexual nature. At no time should we allow, encourage or create an offensive, violent, discriminatory, abusive, or hostile environment, whether in a location where we conduct our business (such as a CUIS office or a client site) or at other locations where we congregate for a work-related activity or event (such as a restaurant, hotel or conference center).
Similarly, we may not retaliate against a person who makes a report of discrimination or harassment in good faith, or who participates in an investigation. If we witness or experience discrimination, intimidation, harassment, or retaliation, we should promptly report the behavior to a member of the Compliance Department.
What to do:
| · | Treat all employees and anyone associated with CUIS professionally and with dignity. |
| · | Hire based on job qualifications without personal biases. |
| · | Evaluate performance and make employment-related decisions and actions based solely on job-related criteria. |
| · | Create and maintain an open, safe work environment. |
| · | Cooperate with the security team by following established security measures and guidelines. |
| · | Report behavior that is inconsistent with the company’s commitment to a professional and harassment-free work environment to CUIS’s management, human resources contact, or Compliance Department as appropriate. |
| · | Report suspicious or threatening activities to the appropriate area. |
| · | Understand and comply with applicable employment and labor laws. |
What to avoid:
| · | Treating people differently based on their unique personal characteristics. |
| · | Making employment decisions based on factors other than a person’s job-related qualifications and CUIS’s business needs. |
WRONG
Discussing an employee’s health with others in the business without the employee’s consent.
WRONG
Making inappropriate comments about a co-worker’s physical appearance.
SCENARIO: As the manager responsible for hiring, you’ve been reviewing resumes of candidates for a role involving communications with external parties. You and key members of your team have held interviews with promising candidates and narrowed down the individuals to the top three. The clear choice is a woman. If hired, she would be the first woman to ever hold the position. Should that factor into your decision?
ANSWER: No. Managers must make all hiring decisions based on an applicant’s qualifications without discriminating against any individual, in this case based on the candidate’s gender.
GOVERNMENT INVESTIGATIONS
Nothing in this Code precludes an Associate from reporting a violation of law to a government agency, or from cooperating in any government investigation. If you have any questions about government investigations, please direct them to the Compliance Department.
Exhibit 14.2
CHINA UNITED INSURANCE SERVICE, INC.
POLICY ON ANTI-CORRUPTION
Policy Effective Date: March 15th, 2019
1. Overview
We, China United Insurance Service, Inc. (together with our controlled subsidiaries and affiliated entities such as Law Insurance Broker CO., LTD (“Law Broker”) and Law Anhou Insurance Agency CO., LTD (“Anhou”)(together the “Company” and “CUII”) are committed to complying with all local and foreign anti-corruption and anti-bribery laws applicable to our Company and our business operations anywhere we do business (“Territories”). Relevant laws include, but are not limited to, the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act, the Anti-corruption Laws of Taiwan, Hong Kong, as well as the People’s Republic of China (“Anti-corruption Laws”).
While anti-bribery and anti-corruption laws may vary from jurisdiction to jurisdiction, the principle that we apply at CUII is to comply with all applicable laws and regulations and to prohibit any and all bribery, solicitation of bribery, and/or the payment of kickbacks or the giving of improper benefits. This principle may be more restrictive than the laws in some countries. , For example, the FCPA makes it a crime to offer anything of value – no matter the amount – to non-US government officials in order to obtain or retain business, or to secure an improper business advantage.
Violations of Anti-corruption Laws are serious and can result in potential criminal and civil liability for those who violate them in addition to exposing the Company to the same. We will investigate any reported violations of this policy. Any employee who is found to be in violation of this policy will be subject to disciplinary action, up to and including termination of employment.
You have an obligation to speak up and report any suspected violations of this Policy and you are encouraged to reach out to the Compliance Department if you have any further questions or concerns.
You may reach the Compliance Department at:
Mr. Wei-Mou Yu (aka Wellmore Yu)
7F., No. 311, Sec. 3, Nanjing E. Rd., Shongshan Dist., Taipei City 10595, Taiwan +886-2-87126958 ext. 684
2. To Whom Does The Policy Apply?
The Policy applies to all directors, officers and employees of the Company and each of its subsidiaries, as well as affiliates, third party agents, business partners, and joint ventures located anywhere in the world, regardless of citizenship. Third party agents and business partners include, but are not limited to, all parties who act on the Company’s behalf, including contractors, suppliers, business contacts, agents, representatives, middlemen, introducers, sponsors, consultants, advisers, joint venture partners, vendors, lawyers, finders, lobbyists, or other intermediaries (“Intermediaries”).
3. What Conduct is Prohibited Under the Company’s Anti-corruption Policy?
To Make, Offer, Promise or Authorize an Improper Payment
3.1 It is a violation of the Policy to make, offer, promise, or authorize a payment of money or anything of value, directly or indirectly (through any other party, including an Intermediary) to any individual or entity to secure some act of the payee, such as:
3.1.1 Influencing an official or business act or decision (including omission to act);
3.1.2 Inducing a Government Official (or any different terms used by relevant local laws) or private person to use his or her influence to affect any act or decision; or
3.1.3 Securing an improper advantage in order to obtain or retain business for, with, or to any person in any country. Examples of payments made to “obtain or retain business” include, but not limited to, circumstances where a payment is made to: (a) win a contract or purchase order; (b) influence the procurement process; (c) circumvent rules and regulations regarding government approvals, licensing or inspections; or (d) evade taxes, penalties, or fines, or influence the adjudication of lawsuits, enforcement actions, or government inspections.
3.2 This includes any direct or indirect (through an Intermediary or otherwise) payments or benefits to third parties while knowing or having reason to believe that any part of the payment or benefit will be used to bribe any individual or entity. Making payments or offering benefits (such as jobs) to relatives, friends, or colleagues of a Government Official or of a private person to improperly influence the individual with whom the recipient is affiliated is also a type of corrupt act and is prohibited.
3.3 The terms an “offer” and “promise to pay” mean that no exchange need to have occurred for there to have been a violation of the law. Local custom, practice and culture in a particular country are not appropriate justifications for payments, offers, or promises to pay.
3.4 To Solicit, Receive or Accept an Improper Payment
Anyone who is subject to this Policy is prohibited from directly or indirectly soliciting, receiving or accepting a bribe or other improper benefit in connection with his or her performance of a relevant function or activity. For example, it is a violation of this Policy for an employee of the Company to receive kickbacks from any supplier, vendor, or other business partner.
3.5 To Conceal the True Nature of Any Payment or Arrangement
It is a violation of this Policy to fail to maintain adequate books and records, to hide or misallocate funds, or to disguise or attempt to disguise the sources of illegally obtained funds or any bribe, kickback, or other improper benefit.
4. Who or What Qualifies As a Government Official?
4.1 Under this policy, the term “Government Official” is interpreted very broadly. It includes any officer, employee or principal acting in an official capacity for or on behalf of any government, department or instrumentality thereof, including without limitation any of the following:
4.1.1 any employee of a government or its departments or agencies;
4.1.2 a legislator, judge or court official;
4.1.3 a government agency consultant or representative acting for and on behalf of such government;
4.1.4 any employee of a public international organization (e.g., the World Bank, the United Nations);
4.1.5 a member or employee of a political party including any candidate for political office;
4.1.6 a member of a royal family or a sovereign wealth fund;
4.1.7 any employee of a state-controlled business entity (e.g., state-owned or municipality-owned businesses, enterprises, or companies); or
4.1.8 any employee of a public unit or institution, or a civil organization.
4.2 Examples of a Government Official include, but are not limited to, an officer or inspector at the finance and market supervision authorities, an employee in the procurement department of a state-owned/controlled company or public schools, or a journalist employed by state-owned/controlled news agencies, a person holding office in independent agency, officer of an international organization, and etc.
4.3 A Government Official needs not be a senior officer, and the term includes low level employees holding largely administrative positions (for example, a customs inspector or a secretary in a government office).
5. What Constitutes “A Bribe,” “Anything of Value” Or A “Financial Advantage”?
5.1 The terms “a bribe,” “anything of value,” or a “financial advantage” under the Policy include, but are not limited to, cash or its equivalent; gifts; hospitality; entertainment, such as sporting or music events; charitable donations; loans with favorable terms; the services of a third party; an educational scholarship or job opportunity; and marketing, promotional or travel expenses. It does not have to be tangible or commercially valuable as long as it, or its promise, has value to the donor and recipient.
5.2 “A bribe,” “anything of value,” or a “financial advantage” are not limited to things that are given or provided directly to an individual Government Official or private person. This Policy also prohibits giving or promising anything of value for the benefit of a Government Official or private person (for example, providing a donation or gift to another party associated with the Government
Official/customer or at the Government Official/customer’s request).
5.3 Other examples of violations include:
5.3.1 Providing a smartphone to an officer with the finance regulators in order to obtain a permit for undertaking business.
5.3.2 Providing off-the-book kickbacks to a customer in order to increase sales or to secure a contract.
5.3.3 Providing a facilitation payment to a tax officer in order to expedite the tax registration process.
6. What Does It Mean to Have Knowledge That A Payment Will Be Made?
6.1 Having “knowledge” does not require knowledge that the payment or improper benefit will ultimately be received or that the intended benefit will be received. Having knowledge under applicable Anti-corruption Laws and this Policy means a belief that the payment is substantially likely to occur. “Having knowledge” also includes behavior that consciously disregards or is willfully blind to the existence or possibility of a bribe. Therefore, an individual who deliberately ignores suspicious circumstances, or “red flags”, or who chooses not to conduct an inquiry into suspicious payment activity will be deemed to have actual knowledge.
7. What Conduct is Required Under the Company’s Anti-corruption Policy?
7.1 The Policy requires you to operate ethically, to comply with all applicable Anti-corruption Laws and to never solicit, pay or receive bribes or other improper economic benefits, or make or receive improper payments or benefits, in an attempt to win business or obtain commercial advantages for the Company.
General Guidelines
7.2 No payments or gifts of cash or cash equivalents (e.g. gift cards, certificates or vouchers, membership cards of value, checks, loans, money orders, stock, gold or bearer bonds, etc.) are permitted unless pre-approved in writing by the Compliance Department
7.3 Gifts and hospitality must be permissible under applicable laws and regulations and any rules set forth by the Company under this Policy and other relevant policies. Any gifts and/or hospitality provided to government officials must be pre-approved in writing by the Compliance Department.
7.4 Gifts and hospitality must not be given so frequently as to create the appearance of impropriety or bribery.
7.5 It is not appropriate to reimburse customers or other outside parties for expenses they incur, such as those related to travel, unless the underlying expenses have been fully disclosed and approved in a manner consistent with this Policy. No reimbursement should be provided to any Government Official (regardless of amount).
If you have any questions regarding the reimbursement process, please do not hesitate to contact the Compliance Department for further details.
Approval by Compliance Department for Certain Payments
7.6 To Government Officials
7.6.1 Written approval by the Compliance Department is required before offering or giving any gift, payment and/or hospitality, even of minimal value, to a Government Official or to someone who is in a position to influence a Government Official. If you have any questions about whether approval is required, you must contact the Compliance Department before you make any such offer or take any such action.
7.6.2 All requests for approval must include the name of person applying for the payment, gift and/or hospitality, employing country and position of Government Official concerned, date, a description of the payment, gift and/or hospitality, and the reason for the gift, payment, and/or hospitality.
7.7 To All Other Persons or Business Entities
For additional information, please refer to the Company’s relevant policies and procedures.
Adequate Books and Records
7.8 The Policy requires the Company to have in place: (i) accounting practices that help ensure the accuracy of the Company's books and records, and (ii) adequate internal controls and procedures that help prevent bribes and detect illegal transactions. Caches of hidden or misallocated assets and “slush funds” are prohibited. All payments and Company transactions must be classified and recorded adequately and accurately without any hidden payments or benefits that conceal the true nature of any arrangement.
7.8.1 The Compliance Department (including but not limited to the Financial Controller) must properly document all gifts and hospitality expenses made by the Company.
7.8.2 The Company must keep an updated list of material government certificates, permits, and approvals that the Company and its subsidiaries have applied for.
Due Diligence
7.9 The Policy requires that the Company understand the background of its employees and Intermediaries who are likely to interact with Government Officials in the course of their business. Some typical red flags relating to Intermediaries include:
7.9.1 Excessive commissions to third-party agents or consultants;
7.9.2 Third-party “consulting agreements” that include only vaguely described services;
7.9.3 Third-party consultants that are in a different line of business than that for which it has been engaged;
7.9.4 Unreasonably large discounts to suppliers or vendors;
7.9.5 Intermediaries are related to or closely associated with a Government Official;
7.9.6 Unusually expeditious approval process granted by Government Official to third-party agents.
Anti-corruption Contract Provisions
7.10 The Policy requires the inclusion of appropriate anti-corruption provisions in contracts for certain transactions and, if and where appropriate, periodic certifications for Intermediaries. Consult the Compliance Department to determine whether your contract requires inclusion of an anti-corruption provision.
Enforcement of Compliance
7.11 You are required to enforce compliance with this Policy and documentation and accounting procedures, especially those regarding the submission and monitoring of employee and Intermediary expense reports, including when paying employees or Intermediaries who may interact with Government Officials.
7.12 Compliance enforcement covers all aspects of business and financial operations. Some examples include side agreements, fees paid to individuals rather than corporate entities, proper invoices and tax receipt issuance, and human resources decisions such as the hiring of family members, relatives, and/or close friends into the Company or as third-party vendors.
8. Facilitation Payments Permissible?
8.1 Facilitation payments are also known as “grease”, “dash”, “speed” or “expediting” payments. They are non-standardized payments of amounts made to expedite an administrative or clerical official’s performance of some non-discretionary action that he or she is supposed to take, such as obtaining permits, licenses, or other official documents necessary to do business in a foreign country; processing government papers such as visas and work orders; providing police protection, mail services, or scheduling inspections; or providing utility (e.g., telephone, water, electricity) or other government services. It is the Company’s policy that facilitation payments are not to be paid, regardless of the amount.
9. What About Political Contributions, Lobbying Activities or Charitable Contributions?
10.1 Political contributions, lobbying activities and charitable contributions may be unlawful or may violate the Policy. Prior to making any such payments, you must obtain approval from the Compliance Department.
10. What Are the Penalties for Violating Anti-corruption Laws?
Most countries have severe penalties for violating Anti-corruption Laws, including financial fines and penalties for companies, as well as imprisonment for individuals who violate Anti-corruption Laws.
Under the FCPA, corporations may be fined up to USD 2 million per violation and individuals may face fines of up to USD 250,000 per violation and/or imprisonment of up to five years.
Willful violations of the books and records provision of the FCPA may result in corporate fines of up to USD 25 million and individuals face fines of up to USD 5 million and/or imprisonment of up to 20 years.
Penalties for violating Anti-corruption Laws of other countries can be even more onerous. For example, the maximum penalty under the U.K. Bribery Act for a corporation is an unlimited fine and there can also be damaging consequences, such as director disqualifications, company debarment from public contracts, and asset confiscation proceedings. The laws of Taiwan as well as the People’s Republic of China likewise carry significant civil and/or criminal penalties.
11. How Do I Report a Suspected Violation of the Policy?
11.1 It is your responsibility to raise concerns about any occurrence or suspicion of misconduct or violation of this Policy at the earliest possible stage. If you observe, learn or reasonably suspect that there has been a violation of this Policy, you should promptly alert the Compliance Department.
11.2 It is our policy not to discriminate or retaliate against any employee who reports any violations of our policies, provides evidence or who otherwise participates in an investigation in good faith. If you believe you have suffered any such treatment, you should inform the Compliance Department.
Compliance Department Contact Information
Mr. WEI-MOU YU (aka Wellmore Yu)
+886-2-87126958 ext. 684
7F., No.311, Sec. 3, Nanjing E. Rd., Shongshan Dist., Taipei City 105-95 Taiwan
Exhibit 14.3
CHINA UNITED INSURANCE SERVICE,
INC.
CONFLICT OF INTEREST POLICY
Policy Effective Date: March 15th, 2019
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INTRODUCTION
China United Insurance Service and its business units, subsidiaries, and affiliated entities, including, without restriction, Law Insurance Broker Co., LTD (“Law Broker”) and Law Anhou Insurance Agency CO., LTD (“Anhou”) (collectively, “CUIS” or the “Company”) are committed to achieving the highest standard of professionalism and ethical conduct and to comply with US securities laws and regulations and all other applicable laws.
In furtherance of this mission, and as a CUIS employee, it is your obligation to act in the Company’s best interests and to exercise sound judgment, free from your personal interests or divided loyalties. A conflict of interest exists when personal activities or relationships interfere (or appear to interfere) with your objectivity and judgment in doing what is best for the Company. The purpose of this Conflict of Interest Policy (the “Policy”) is to help you identify and deal with situations that may give rise to a potential conflict of interest or the appearance of a conflict of interest.
TO WHOM DOES THIS CONFLICT OF INTEREST POLICY APPLY?
This Policy applies to all directors, officers and employees of CUIS wherever they are located, as well as any third-party agents who act on the Company’s behalf (collectively, “Associates”).
Failure to comply with this Policy - including failure to disclose a conflict that exists prior to employment or arises during the course of employment, submission of an incomplete, inaccurate or misleading disclosure, failure to report any changes to an already disclosed conflict or the failure to comply with a condition or resolution developed to address a conflict - may result in disciplinary action up to and including termination, as permitted by local law.
WHAT IS A CONFLICT OF INTEREST?
A conflict of interest occurs when your outside interests, including financial or personal interests, conflict (or appear to conflict) with the Company’s interests or your performance of work-related duties. As an Associate, you should always act in the best interest of the Company and you should not allow outside interests to influence your execution of your duties. You should never use your position within the Company, or use the Company’s relationship with any third party, including with clients, customers, agents, vendors, contractors, or other business partners (“Related Parties”), for private gain or to obtain benefits for yourself, your family members or friends.
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WHAT ARE EXAMPLES OF CONFLICTS OF INTEREST?
It is not possible to list every situation that may result in a conflict of interest. This Policy spells out some of the most common situations that create a conflict of interest or the appearance of one. Local customs and practices may give rise to unique situations not described in this Policy, but still create a conflict of interest. As an Associate, you must avoid any type of conflict and identify those situations that create – or appear to create – a conflict between your personal benefit or interests and the Company’s interests.
Outside Employment or Services
You must not participate in outside employment or provide services to third parties, such as serving as a consultant, agent, employee, officer, Board of Directors member or advisor, without prior written approval from the Company’s Compliance Department. Working for or providing services for third parties can interfere with your work for the Company and cause a potential conflict of interest.
It is your obligation to identify potential conflict of interests and disclose them to the company’s Compliance Department.
Personal Interest
You should not receive improper personal benefits, or arrange personal benefits for a family member, friend, or business associate, as a result of your employment with the Company. Situations involving impermissible personal benefits include, but are not limited to:
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Unlawful Payments or “Kickbacks”
You should never accept any payments, “kickbacks” or loans of money, in any amount, from a Related Party in exchange for a business opportunity or other benefit from the Company.
Gifts and Entertainment:
You should not accept cash, gifts, entertainment, or services from a Related Party in exchange for business or other benefits from the Company. Nonetheless, occasional business gifts and entertainment (such as food or drink provided for immediate consumption) in connection with day-to-day commercial business discussions or the development of business relationships, in compliance with Company policies, are generally deemed to be acceptable.
For further guidance, please see the Socializing Fee Reporting Rules for details on scope of acceptable gifts and entertainment and the relevant approval procedures.
Business Opportunities
You must never appropriate an outside business opportunity gained through the use of the property, assets, or Company information. You must not take advantage of an opportunity that should belong to the Company for your own personal gain. If you become aware of a business opportunity that might fall within the Company’s business purpose or practice, you must disclose the opportunity to the Company.
You must not sell your goods or services or those of your family members or friends to the Company (beyond the stated or implied scope of your employment) without prior approval. If any such sale is approved, the price paid for those goods or services must not be higher than the Company could pay for similar goods or services in the open market.
In addition, you must refrain from activities, investments, or associations that compete with the Company’s business activities.
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Personal Appropriation of CUIS Property
You should not, without proper authorization, use or permit others to use Company property or services as part of the Company’s legitimate business operations and in the Company’s interest. The unauthorized removal of Company materials, equipment or supplies, or unauthorized use of Company property, is prohibited and may be considered theft.
Misappropriation of CUIS Information
You must never disclose or make available any sensitive or confidential Company information (including but not limited to financial data, trade secrets, future plans) to anyone outside of the Company. Similarly, you may not solicit or use a Related Party’s confidential information obtained through your employment with the Company for your benefit or for the benefit of your family or friends.
Financial Investments and Arrangements
To maintain the Company’s high standards of integrity, you must not hold a substantial financial interest in a customer, insurance carrier or competitor of the Company. If you, or one of your family members (or other close personal relations), holds a significant financial interest in a customer, insurance carrier, or competitor of the Company, you must immediately disclose the financial interest to the Company’s Compliance
Department.
WHAT ARE YOUR RESPONSIBILITIES/OBLIGATION WHEN FACING CONFLICT OF INTEREST?
You should disclose any information regarding a conflict of interest or potential conflict of interest as soon as it becomes known to you. This disclosure obligation extends to knowledge or information of any potential conflict of interest or violation of this policy involving another person associated with the Company.
You are required to promptly speak to, write or otherwise contact your direct supervisor, or, if the conduct involves the direct supervisor, contact the Compliance Department as soon as possible. The information you provide should be as detailed as possible.
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The Company has a policy to encourage all Associates to speak up if they have any concerns. Please refer to the Company’s Code of Conduct for more ways to reach out.
HOW WILL THE COMPANY RESPOND TO OUR REPORTS?
The Compliance Department, in consultation with relevant personnel as appropriate, will determine whether a conflict of interest exists. Conflicts of interest involving the CEO or a Board member will be reported promptly to the Audit Committee Chair.
Management may address conflicts by such measures as implementing procedural safeguards, removing an employee’s discretion in the area of conflict, reassigning job responsibilities, reassigning the employee, or prohibiting participation in the conflicting activity.
NO RETALIATION
The Company prohibits any form of discipline, reprisal, intimidation or retaliation for reporting in good faith a potential conflict of interest or violation of this policy or for cooperating in related investigations.
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Exhibit 14.4
CHINA UNITED INSURANCE SERVICE, INC.
POLICY ON INSIDER TRADING AND DISCLOSURE
Policy Effective Date: March 15th, 2019
Table of Contents
| 1. | Purpose | 2 |
| 2. | To Whom does this Insider Trading Policy Apply? | 2 |
| 3. | General Principles | 3 |
| 4. | Compliance Department Contact Information | 3 |
| 5. | What is Prohibited by this Insider Trading Policy? | 3 |
| 6. | Definition of Material, Nonpublic Information | 4 |
| 7. | What is “Material” Information? | 4 |
| 8. | What is “Non-Public” Information? | 5 |
| 9. | Prohibited Activities in General | 6 |
| 10. | Other Prohibited Transactions | 7 |
| 11. | No Trading Except During Trading Windows and Seeking Compliance Department Approval | 7 |
| 12. | Use of Electronic Bulletin Boards, Internet Chat Rooms or Websites | 8 |
| 13. | Certain Transactions under Company Plans where Applicable | 9 |
| 14. | Penalties for Insider Trading and Noncompliance with Insider Trading Policy | 10 |
| 15. | Reporting Violations and Speaking Up | 11 |
| 1 |
| 1. | Purpose |
| 1.1 | China United Insurance Service, Inc. is a Delaware corporation that is a reporting company under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and therefore must abide by US securities laws and regulations. This Policy on Insider Trading and Disclosure (the “Insider Trading Policy”) describes the standards of China United Insurance Service, Inc. (together with its controlled subsidiaries and affiliated entities including, without limitation, Law Insurance Broker CO., LTD (“Law Broker”) and Law Anhou Insurance Agency CO., LTD (“Anhou”)(together, the “Company”) on trading, and causing the trading of, the Company’s securities or securities of other publicly-traded companies while in possession of confidential information. This Insider Trading Policy is designed to prevent insider trading and the appearance of impropriety, to satisfy the Company’s obligation to use reasonable efforts to supervise the activities of the Company’s directors, officers, employees and certain senior sales professionals and sales agent (together, “Employees”) excluding other sales professionals and sales agents who are not employees of the Company, and to help Employees avoid the severe consequences associated with violations of insider trading laws. It is your obligation to understand and comply with this Insider Trading Policy. |
| 2. | To Whom does this Insider Trading Policy Apply? |
| 2.1 | Each of the Company’s directors, officers and Employees is required to observe and comply with this Insider Trading Policy, which continues to apply following the termination of any such individual’s service to or employment with the Company until any and all material, information about the Company, its business and its finances that has not been made public by the Company (“Material Non-Public Information” or “MNPI”) that is possessed by such individual has been made public by the Company or is no longer material. The same restrictions that apply to you also apply to your spouse, significant other, child, parent or other family member, in each case, living in the same household, and to any investment fund, trust, retirement plan, partnership, corporation or other entity or person over which you have the ability to influence or direct investment decisions concerning securities. You are responsible for ensuring compliance with this Insider Trading Policy by all such persons and anyone else that is affiliated with you, including persons who may trade on such. |
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| 3. | General Principles |
| 3.1 | If you wish to buy, sell, or enter into any other form of transaction with respect to the Company’s securities, you must first obtain pre-clearance from the Company’s Compliance Department. No trade shall be entered into without the express written approval of the Compliance Department. Trading includes, without limitation, buying or selling or participating in a decision to buy or sell, the Company’s securities. |
| 3.2 | For further clarity, this pre-clearance requirement also applies to any instructions or directions you may give to another person to take any action with respect to the Company’s securities, even if you do not profit personally from such action. |
| 3.3 | Failure to obtain preclearance prior to a trade could result in disciplinary action taken against you, up to and including termination, and may subject you to criminal prosecution. |
| 4. | Compliance Department Contact Information |
| 4.1 | You may reach the Compliance Department at: |
| 7F., | No. 311, Sec. 3, Nanjing E. Rd., Shongshan Dist., Taipei City 10595, Taiwan |
+886-2-87126958 ext. 684
| 5. | What is Prohibited by this Insider Trading Policy? |
| 5.1 | It is illegal for any director, officer or other Employee of the Company to trade in the securities of the Company while in the possession of Material, Non-Public Information about the Company. It is also illegal for any director, officer or other Employee of the Company to disclose Material, Non-Public Information about the Company to others who may trade on the basis of that information. These illegal activities are commonly referred to as “insider trading.” |
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| 6. | Definition of Material, Nonpublic Information |
| 6.1 | This Insider Trading Policy prohibits you from trading in the Company’s securities if you are in possession of information about the Company that is both “material” and “non-public.” |
| 7. | What is “Material” Information? |
| 7.1 | Information about the Company is “material” if it could reasonably be expected to affect the investment or voting decisions of a stockholder or investor, or if the disclosure of the information could reasonably be expected to significantly alter the total mix of information in the marketplace about the Company. In simple terms, material information is any type of information (i) that could reasonably be expected to affect the market price of the Company’s securities or (ii) that a reasonable investor would consider important in determining whether to buy, sell or hold the Company’s securities. Both positive and negative information may be material. While it is not possible to identify all information that would be deemed “material,” the following items are types of information that are generally considered material: |
| 7.1.1 | projections of future revenues, earnings or losses, or other financial guidance (such as operating margins) or changes in such projections; |
| 7.1.2 | earnings, revenue or other financial information; |
| 7.1.3 | potential restatements of the Company’s financial statements, changes in auditors, auditor notification that the Company may no longer rely on an auditor’s audit report and issues with the Company’s or the auditor’s assessments of the Company’s internal controls; |
| 7.1.4 | significant pending or proposed mergers, acquisitions, tender offers, joint ventures or dispositions of significant assets or operations; |
| 7.1.5 | changes in management or the Board of Directors; |
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| 7.1.6 | significant actual or threatened litigation, regulatory action or governmental investigations or major developments in such matters; |
| 7.1.7 | significant changes in operations; |
| 7.1.8 | significant developments regarding products, services, customers, suppliers, orders, contracts or financing sources (e.g., the acquisition or loss of a significant contract or customer); |
| 7.1.9 | changes in dividend policy, declarations of stock splits, stock repurchases or public or private sales of additional securities; |
| 7.1.10 | potential defaults under the Company’s credit agreements or indentures, or the existence of material liquidity deficiencies; and |
| 7.1.11 | bankruptcies or receiverships. |
| 7.2 | The US Securities and Exchange Commission (“SEC”) has stated that there is no fixed quantitative threshold amount for determining materiality, and that even very small quantitative changes can be qualitatively material if they could result in a movement in the price of the Company’s securities. When in doubt, information concerning the Company should be presumed to be material and not to have been disclosed to the public. If you have any concerns regarding what is “material”, it is your obligation to reach out to the Compliance Department for further information. |
| 8. | What is “Non-Public” Information? |
| 8.1 | Material information is “nonpublic” if it has not been disseminated in a manner making it available to investors generally. To show that information is public, it is necessary to point to some fact that establishes that the information has become publicly available, such as the filing of a report with the SEC, the distribution of a press release through a widely disseminated news or wire service, or by other means used by the Company that are reasonably designed to provide broad public access. Before a person who possesses Material, Non-Public Information can trade, there also must be adequate time for the market as a whole to absorb the information that has been disclosed. For the purposes of this Insider Trading Policy, information will be considered public after the close of trading on the second full trading day following the Company’s public release of the information. If you have any concerns regarding what information is “non-public”, it is your obligation to reach out to the Compliance Department for further information. |
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| 9. | Prohibited Activities in General |
| 9.4 | When you know or are in possession of Material, Non-Public Information about the Company, you are prohibited from the following activities: |
| 9.4.1 | trading in the Company’s securities, which includes common stock, options to purchase common stock, any other type of securities that the Company may issue (such as preferred stock, convertible debentures, warrants, exchange-traded options or other derivative securities), and any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities; |
| 9.4.2 | having others trade for you in the Company’s securities; |
| 9.4.3 | giving trading advice of any kind about the Company, except that you may, when appropriate, advise others not to trade if doing so might violate the law or this Insider Trading Policy; and |
| 9.4.4 | disclosing the Material, Non-Public Information about the Company to anyone else who might then trade, or recommending to anyone that they purchase or sell the Company’s securities (these practices are known as “tipping”). |
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| 10. | Other Prohibited Transactions |
| 10.1 | The Company considers it improper and inappropriate for any director, officer or other Employee of the Company to engage in short-term or speculative transactions in the Company’s securities. It therefore is the Company’s policy that directors, officers and other Employees may not engage in any of the following transactions and the following transactions will not be approved by the Compliance Department: |
| 10.1.1 | No Purchases or Sales of Derivative Securities. No director, officer and other Employee may buy or sell puts, calls, other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities, at any time. |
| 10.1.2 | Short Sales. Short sales of the Company’s securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its prospects. In addition, short sales may reduce the seller’s incentive to improve the Company’s performance. For these reasons, short sales of the Company’s securities are prohibited by the Company. In addition, Section 16(c) of the Exchange Act prohibits officers and directors of a reporting company from engaging in short sales. |
| 11. | No Trading Except During Trading Windows and Seeking Compliance Department Approval |
| 11.1 | The announcement of the Company’s quarterly financial results and the filing of the Company’s annual and quarterly reports with the SEC almost always have the potential to have a material effect on the market for the Company’s securities. Although you may not know the financial results prior to public announcement, if you engage in a trade before the financial results are disclosed to the public, such trades may give an appearance of impropriety that could subject you and the Company to a charge of insider trading. Therefore, subject to limited exceptions, the Compliance Department may approve of your trade in Company securities only during four quarterly trading windows. The four trading windows consist of the periods that begin after market close on the second full trading day following the Company’s issuance of a press release (or other method of broad public dissemination) announcing its quarterly or annual earnings and end at the close of business on the 15th day before the end of the quarter during which that announcement is made. Even during a time when a trading window is open, all trading must still be approved by the Compliance Department. Please consult the Compliance Department if you have questions regarding the Company’s trading windows. |
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| 11.2 | From time to time, other types of Material Non-Public Information regarding the Company (such as negotiation of mergers, acquisitions or dispositions, investigation and assessment of cybersecurity incidents or new product developments) may be pending and not be publicly disclosed. While such material nonpublic information is pending, the Company may impose special blackout periods during which officers, directors and other Employees are prohibited from trading in the Company’s securities. If the Company imposes a special blackout period, the Compliance Department will notify the Employees affected. |
| 12. | Use of Electronic Bulletin Boards, Internet Chat Rooms or Websites |
| 12.1 | While the Company encourages its stockholders and potential investors to obtain as much information as possible about the Company, the Company believes that information should come from its publicly-filed SEC reports, press releases and external website or from a designated Company spokesperson, rather than from speculation or unauthorized disclosures by the Company’s directors, officers or other Employees. For this reason, the Company has designated certain members of management to respond to inquiries regarding the Company’s business and prospects. This centralization of communication is designed to ensure that the information the Company discloses is accurate and considered in light of previous disclosures. Formal announcements are generally reviewed by management and legal counsel before they are made public. Any communications that do not go through this review process create an increased risk to the Company, as well as to the individual responsible for the communication, of civil and criminal liability. |
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| 12.2 | In addition, with the advent of the Internet, and the emergence of electronic bulletin boards and chat rooms, electronic discussions about companies and their business prospects have become common. Inappropriate communications disseminated on the Internet may pose an inherently greater risk due to the size of the audience they can reach. These forums have the potential to move a stock price significantly, and very rapidly – yet the information disseminated through electronic bulletin boards and chat rooms often is unreliable, and in some cases, may be deliberately false. The SEC has investigated and prosecuted a number of fraudulent schemes involving electronic bulletin boards and chat rooms. You may encounter information about the Company on the Internet that you believe is harmful or inaccurate, or other information that you believe is true or beneficial for the Company. Although you may have a natural tendency to deny or confirm such information on an electronic bulletin board or in a chat room, any sort of response, even if it presents accurate information, could be considered improper disclosure and could result in legal liability to you and/or to the Company. Therefore, it is against Company policy for any officer, director or other Employee to participate in such forums or to communicate any information on such media unless such communications have been specifically authorized. |
| 12.3 | The Company is committed to preventing inadvertent disclosures of Material, Non-Public Information, preventing unwitting participation in Internet-based securities fraud, and avoiding the appearance of impropriety by persons associated with the Company. Accordingly, this Insider Trading Policy prohibits you from discussing Material, Non-Public Information about the Company with anyone, including other employees, except as required in the performance of your duties. You should not under any circumstances provide information or discuss matters involving the Company with the news media, any broker-dealer, analyst, investment banker, investment advisor, institutional investment manager, investment company or stockholder (even if you are contacted directly by such persons) without express prior authorization. This restriction applies whether or not you identify yourself as associated with the Company. You should refer all such contact or inquiries to the Compliance Department: |
| 12.3.1 | Mr. Wei-Mou Yu (aka Wellmore Yu)/+886-2-87126958 ext. 684 |
| 13. | Certain Transactions under Company Plans where Applicable |
| 13.1 | Stock Option Exercises. This policy does not apply to the exercise of a stock option, or to the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares subject to an option to satisfy tax withholding requirements. The policy does apply, however, to any sale of stock as part of a broker-assisted cashless or net exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option. |
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| 13.2 | Restricted Stock, Restricted Stock Units, Performance Stock Units or Similar Securities. This policy does not apply to the withholding by the Company of shares of restricted stock or shares underlying restricted stock units, performance stock units or similar securities issued or granted under the Company’s stock incentive plans upon vesting to satisfy applicable tax withholding requirements if (a) such withholding is required by the applicable plan or award agreement or (b) the election to exercise such tax withholding right was made by the plan participant in compliance with this Insider Trading Policy. |
| 13.3 | Employee Stock Purchase Plan. This policy does not apply to purchases of Company stock in the employee stock purchase plan resulting from your periodic contribution of money to the plan pursuant to the election you made at the time of your enrollment in the plan. The policy also does not apply to purchases of Company stock resulting from lump sum contributions to the plan, provided that you elected to participate by lump-sum payment at the beginning of the applicable enrollment period. This policy does apply to your election to participate in the plan for any enrollment period while in possession of material, nonpublic information, and to your sales of Company stock purchased pursuant to the plan. |
| 14. | Penalties for Insider Trading and Noncompliance with Insider Trading Policy |
| 14.1 | The SEC, the national securities exchanges, and the Financial Industry Regulatory Authority (FINRA), investigate and are very effective at detecting insider trading. The SEC, together with federal prosecutors, pursue insider trading violations vigorously. For instance, cases have been successfully prosecuted against trading by employees in foreign accounts, trading by family members and friends, and trading involving only a small number of shares. |
| 14.2 | The penalties for violating insider trading or tipping rules can be severe and include: |
| 14.2.1 | Disgorgement of the profit gained or loss avoided by the trading; |
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| 14.2.2 | Payment of the loss suffered by the persons who, contemporaneously with the purchase or sale of securities that are subject of such violation, have purchased or sold, as applicable, securities of the same class; |
| 14.2.3 | Payment of criminal penalties of up to USD $5,000,000; |
| 14.2.4 | Payment of civil penalties of up to three times the profit made or loss avoided; and |
| 14.2.5 | Imprisonment for up to 20 years. |
| 14.3 | The Company and/or the supervisors of the person engaged in insider trading may also be required to pay civil penalties of up to the greater of USD $1,275,000 or three times the profit made or loss avoided, as well as criminal penalties of up to USD $25,000,000, and could under certain circumstances be subject to private lawsuits. |
| 14.4 | Violation of this Insider Trading Policy or any federal or state insider trading laws may subject the person violating such policy or laws to disciplinary action by the Company up to and including termination. The Company reserves the right to determine, in its own discretion and on the basis of the information available to it, whether this Insider Trading Policy has been violated. The Company may determine that specific conduct violates this Insider Trading Policy, whether or not the conduct also violates the law. It is not necessary for the Company to await the filing or conclusion of a civil or criminal action against the alleged violator before taking disciplinary action. |
| 15. | Reporting Violations and Speaking Up |
If you violate this Insider Trading Policy or any federal or state laws governing insider trading, or know of any such violation by any director, officer or other Employee of the Company, you must report the violation immediately to the Compliance Department.
Our Company has an Open Door policy and we promote Employees to speak up when there are concerns. Please see our Code of Conduct for more ways to reach out.
* * * * *
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Your failure to comply with this Insider Trading Policy could lead to significant legal problems, including fines and/or imprisonment, and could have other serious consequences, including the termination of your employment or service relationship with the Company.
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