展览 14.1

传承 教育公司。

业务行为和道德守则

介绍

Legacy 教育有限公司，一家内华达州公司（以下简称“公司”）致力于保持最高的业务行为和道德标准。这份业务行为准则和道德守则（以下简称“准则”）反映了支持这一承诺的业务实践和行为原则。我们期望每位员工、干部和董事都能阅读并理解准则及其对其业务责任履行的应用。准则中对员工的提及，拟指涵盖干部和必要时的董事。

主管、经理及其他监督人员应该在员工身上培养对代码精神和原则的承诺。在公司工作或代表公司工作时，监督人员还应该尽合理努力确保所有代理人和承包商符合代码标准。每位监督人员负责区域内的合规环境将影响评估该个人表现的质量。此外，任何致力于实施和维护我们合法和道德标准的员工可能会在其绩效评估中获得认可。代码中的任何内容都不会改变公司的随时雇用政策。

这份准 则无法包含所有与诚实和道德行为相关的实践或原则。本准则处理了与我们互动的人员和实体进行正确交易非常 重要的行为，但仅反映了我们承诺的一部分。我们有时可能会采纳其他政策和程序，员工、高级职员和董事预期遵守，若 适用于他们。然而，每位员工有责任在准则中没有明文指引时，运用常识和自己最高的个人道德 标准，做业务决策。

家庭成员、重要他人或其他与您同住的人（本规则中称为「家庭成员」）的行动 亦可能涉及公司业务并潜在导致道德问题。例如，家庭成员接受客户送出的不当礼物可能引发利益冲突，并导致 您涉及的道德规范违反。因此，在遵守本规范时，您应考虑不仅仅是您自己的行为，还有您家庭成员、 重要他人以及与您同住的其他人的行为。

您不应该犹豫提出有关任何行为是否违反守则、发声关注或澄清灰色地带的问题。第13段详细介绍您可使用的合规资源。此外，您应当警觉其他人可能违反守则并报告怀疑的违规行为，不应惧怕任何形式的报复，详细说明请参见第13段。 守则违反将不得容忍。任何违反守则标准的员工可能会面临纪律处分，视违规性质和员工历史而定，处分措施可从警告或谴责起至解雇，甚至在适当情况下可能遭受民事法律诉讼或转介调查机构或刑事检控。

公司的政策是通过以诚实和道德的方式处理我们的事务，来促进高标准的诚信。公司的诚信和声誉取决于每个与我们有关联的人对工作带来的诚实、公平和诚信。坚不可摧的个人诚信是企业诚信的基石。

我们的目标是建立一个工作环境，让大家都能以尊重和专业的态度互相对待。为了确保每个人都能受到尊严和尊重，我们不容忍任何形式的骚扰、歧视或霸凌，包括基于年龄、种族、性别、怀孕状况、残疾、婚姻状况、原籍、公民身分、宗教、性取向、性别认同、军工或退伍军人身分或其他受法律保护的分类的骚扰。您不得进行非法的骚扰或歧视，也不得对任何提出善意投诉的个人进行报复。

遵守法律，无论是字面上还是精神上，是该准则的基础。我们的成功取决于每位员工在法律指导下运作，并与当地、国家和国际当局合作。我们期望员工了解适用于其业务单位和职责范围的法律和监管要求。我们提供定期培训课程或相关教育，以确保所有员工遵守与其就业相关的相关法律、规则和法规，包括禁止内幕交易的法律（该法律在下文3.1节中进一步讨论）。虽然我们不希望您记住这些法律、规则和法规的每个细节，但我们希望您能判断何时需要向他人寻求建议。如果您在合规领域有疑问，重要的是您不要犹豫向您的主管或合规专员（如第13条所定义）寻求答案。

不遵守法律将不被容忍。违反国内或国外的法律、规则和法规可能使个人及公司面临民事和/或刑事处罚。您应该知道，行为和记录，包括电子邮件，可能会受到内外部审计的审查，并且在政府调查或民事诉讼时可能会被第三方发现。了解并遵守我们的法律和道德义务符合每个人的最佳利益。

所有板块 有权存取机密（或「内部」）资讯的员工不得将该资讯用于股票交易目的，或用于业务以外的任何其他目的，除非是为了进行我们的业务。关于公司或我们业务往来公司的所有非公开资讯被视为机密信息。在买卖证券时使用具有实质性的非公开资讯，包括向他人「泄露」这些资讯，以供建立投资决定，这不仅不道德，还是违法的。员工在处理重要内部资讯时必须极度小心。您应查阅我们的内幕交易政策，以了解有关「内部」资讯定义以及购买和销售我们的证券或我们业务往来公司证券的更具体信息。

我们的人员及代表均应遵守所前往的所有国家、营运地和业务所在地的适用法律，包括禁止行贿、腐败或与特定个人、公司或国家进行业务往来的法律。某些国家未执行某些法律，或对违反该等法律不受公开批评并不被视为不遵守的借口。我们期望我们的人员及代表遵守美国法律、法规和规定，这些法规管辖著美国公民及在美国以外地区营运的企业的业务行为。

美国的法律、规定和法规适用于我们在美国以外的所有活动，包括：

如果您对某项活动是否受限或禁止有疑问，请在采取任何行动之前寻求协助，包括不发出可能受国际法规管束的口头保证。

反垄断法旨在保护竞争过程。这些法律基于一个前提，即公众利益最好通过激烈的竞争来服务，而不要因为竞争对手之间的非法协议或勾结而受损。反垄断法通常禁止：

竞争性、非公开信息，如我们的策略和潜在客户的鉴定以及其他信息，不应该与竞争对手交换，无论交换的内容多么无辜或随意，无论交换的场合是业务还是社交。

反垄断法律对于某些违法行为会处以严厉的处罚，包括刑事处罚和可能达数百万美元的罚款和赔偿金，在某些情况下可能会翻倍。了解我们从事业务的各个司法管辖区的反垄断和不正当竞争法律的要求可能会很困难，建议您在涉及这些法律问题时向您的主管或合规主管寻求协助。

Federal law and certain states prohibit a corporation, such as the Company, from making political contributions. This includes monetary contributions (e.g., in the form of a corporate check or a purchase of tickets to a political fundraiser) as well as “in-kind” contributions (e.g., the use of corporate personnel or facilities, or payment for services). The Company will not make corporate contributions that are prohibited under applicable law. To ensure that the Company is in compliance with these laws, the following activities require the prior approval of the Compliance Officer:

You have the right, and are encouraged, to voluntarily participate in the political process and make personal contributions, as long as the following requirements are met:

The federal government, each state, and certain localities have laws requiring registration and reporting by lobbyists and in some cases, also by the lobbyist’s employer. Lobbying activity generally includes attempts to influence the passage or defeat of legislation. The U.S. Government and many states, however, have extended the definition of lobbying activity to cover efforts to influence formal rulemaking by executive branch agencies or other official actions of agencies, including the decision to enter into a contract or other financial arrangement. Moreover, “grassroots” activity (where one communicates with the public or segment of the public, such as the Company’s employees, encouraging them to call their representative or another public official for the purpose of influencing the passage of legislation or a rulemaking) is in many cases also considered lobbying activity.

To ensure that the Company and its employees are in compliance with these laws, employees must not engage in any of the lobbying activities, as described above, on behalf of the Company without prior approval of the Compliance Officer and must be in full compliance with applicable federal, state, and local laws.

If you are not sure whether your activities would be considered lobbying, contact the Compliance Officer.

See Section 8 for additional information regarding gifts and entertainment.

All contributions made by the Company to any IRC Section 501(c) organization must be pre-cleared, except for regularly scheduled dues payments to IRC Section 501(c)(6) trade associations to maintain the Company’s membership in them. Employees are not required to pre-clear their personal contributions to, or fundraising on behalf of, any IRC Section 501(c)(3) charity, except in the following cases:

We respect the rights of our employees to manage their personal affairs and investments and do not wish to impinge on their personal lives. At the same time, employees should avoid conflicts of interest that occur when their personal interests may interfere in any way with the performance of their duties or the best interests of the Company. A conflicting personal interest could result from an expectation of personal gain now or in the future or from a need to satisfy a prior or concurrent personal obligation. We expect our employees to be free from influences that conflict with the best interests of the Company or might deprive the Company of their undivided loyalty in business dealings. Even the appearance of a conflict of interest where none actually exists can be damaging and should be avoided. Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest are prohibited unless specifically authorized as described below.

If you have any questions about a potential conflict or if you become aware of an actual or potential conflict, and you are not an officer or director of the Company, you must discuss the matter with your supervisor or the Compliance Officer. Supervisors may not authorize conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first seeking the approval of the Compliance Officer and providing the Compliance Officer with a written description of the activity. If the supervisor is involved in the potential or actual conflict, you should discuss the matter directly with the Compliance Officer. Officers and directors must seek any authorizations and determinations from the Audit Committee of the Company’s Board of Directors (the “Audit Committee”), depending on the nature of the conflict of interest. Factors that may be considered in evaluating a potential conflict of interest are, among others:

Although no list can include every possible situation in which a conflict of interest could arise, the following are examples of situations that may, depending on the facts and circumstances, involve problematic conflicts of interests:

Loans to, or guarantees of obligations of, employees or their family members by the Company could constitute an improper personal benefit to the recipients of these loans or guarantees, depending on the facts and circumstances. Some loans are expressly prohibited by law, and applicable law requires that our Board of Directors approve all loans and guarantees to employees. As a result, all loans and guarantees by the Company must be approved in advance by the Board of Directors or the Audit Committee.

您不得利用您所拥有的职位、公司提供或您因履行职务或使用公司资产或资讯而经知晓的机会，个人获取利益，除非经主管、合规官员或审计委员会授权，如第13条所述。即使是您私下所取得的机会，如果与我们现有或拟定的业务相关，也可能存在疑问。参与与我们业务直接相关的投资或外部业务机会必须经事先批准。您不得利用您在我们的职位、公司资产或资讯进行不当个人获益，也不应以任何方式与我们竞争。

我们的记录完整性和公开披露取决于支持我们账户记录的信息的有效性、准确性和完整性。因此，我们的公司和业务记录应当准确诚实地填写。严禁填写虚假或具有误导性的记录，无论是与财务结果还是测试结果有关。我们的记录作为管理业务的依据，对我们履行与客户、供应商、员工及其他业务往来对象之义务至为重要。因此，我们的资产、负债、收入、成本和费用，以及所有交易和资产负债变动都应当在合理详细的范围内准确公平地反映在我们的帐簿、记录和账户中。我们要求：

我们的会计记录还用于为我们的管理层、股东和债权人，以及政府部门生成报告。特别是，我们依赖我们的会计和其他业务和公司记录，以准备我们向证券交易所提交的定期和即时报告。证券法要求这些报告提供完整、公正、准确、及时且易于理解的披露，并公正呈现我们的财务状况和营运结果。为了确保我们的财务披露准确透明，并且我们的报告包含所有有关公司的信息，这些信息对于让股东和潜在投资者评估我们业务和财务的稳健性和风险，以及会计和披露的质量和诚信都是重要的，收集、提供或分析信息的员工和独立承包商，或以任何方式参与准备或验证这些报告的人士，应努力确保我们的财务披露准确透明，以及我们的报告包含所有有关公司的信息，这些信息对于让股东和潜在投资者评估我们业务和财务的稳健性和风险，以及会计和披露的质量和诚信都是重要的。此外：

Any employee or independent contractor who becomes aware of any departure from these standards has a responsibility to report his or her knowledge promptly to a supervisor, the Compliance Officer, the Audit Committee, or one of the other compliance resources described in Section 13.

We strive to outperform our competition fairly and honestly through superior performance and not through unethical or illegal business practices. Acquiring proprietary information from others through improper means, possessing trade secret information that was improperly obtained, or inducing improper disclosure of confidential information from past or present employees of other companies is prohibited, even if motivated by an intention to advance our interests. If information is obtained by mistake that may constitute a trade secret or other confidential information of another business, or if you have any questions about the legality of proposed information gathering, you must consult your supervisor or the Compliance Officer, as further described in Section 13.

You are expected to deal fairly with our customers, employees and anyone else with whom you have contact in the course of performing your job. Be aware that the Federal Trade Commission Act provides that “unfair methods of competition in commerce, and unfair or deceptive acts or practices in commerce, are declared unlawful.” It is a violation of the Federal Trade Commission Act to engage in deceptive, unfair or unethical practices, and to make misrepresentations in connection with sales activities.

Business gifts and entertainment are meant to create goodwill and sound working relationships and not to gain improper advantage with current or potential customers or third-parties or facilitate approvals from government officials. The exchange, as a normal business courtesy, of meals or entertainment (such as tickets to a game or the theatre or a round of golf) is a common and acceptable practice as long as it is not extravagant. Regardless of value, any gifts or entertainment to any public official or employee of any foreign or domestic government (or such person’s spouse or child), must be approved in advance by the Compliance Officer. Otherwise, unless express permission is received from a supervisor, the Compliance Officer or the Audit Committee, gifts and entertainment cannot be offered, provided or accepted by any employee unless consistent with customary business practices and not (a) of more than U.S. $250.00 in monetary value, (b) in cash, (c) susceptible of being construed as a bribe or kickback, (d) made or received on a regular or frequent basis or (e) in violation of any laws. This principle applies to our transactions everywhere in the world, even where the practice is widely considered “a way of doing business.” Employees should not accept gifts or entertainment that may reasonably be deemed to affect their judgment or actions in the performance of their duties. Our customers and the public at large should know that our employees’ judgment is not for sale.

Under some statutes, such as the U.S. Foreign Corrupt Practices Act (further described in Section 3.2), giving anything of value to a government official to obtain or retain business or favorable treatment is a criminal act subject to prosecution and conviction. Moreover, the U.S. and all states have bribery laws. Discuss with your supervisor or the Compliance Officer any proposed entertainment or gifts if you are uncertain about their appropriateness.

All employees are expected to protect our assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on our financial condition and results of operations. Our property, such as office supplies, computer equipment, products, and office space are expected to be used only for legitimate business purposes, although incidental personal use may be permitted. You may not, however, use our corporate name, any brand name or trademark owned or associated with the Company or any letterhead stationery for any personal purpose.

You may not, while acting on behalf of the Company or while using our computing or communications equipment or facilities, either:

If you receive authorization to access another entity’s internal computer system or other resource, you must make a permanent record of that authorization so that it may be retrieved for future reference, and you may not exceed the scope of that authorization.

Unsolicited commercial email is regulated by law in a number of jurisdictions. If you intend to send unsolicited commercial email to persons outside of the Company, either while acting on our behalf or using our computing or communications equipment or facilities, you should contact your supervisor or the Compliance Officer for approval.

All data residing on or transmitted through our computing and communications facilities, including email and word processing documents, is the property of the Company and subject to inspection, retention and review by the Company, with or without an employee’s or third party’s knowledge, consent or approval, in accordance with applicable law. Any misuse or suspected misuse of our assets must be immediately reported to your supervisor or the Compliance Officer.

One of our most important assets is our confidential information. As an employee of the Company, you may learn of information about the Company that is confidential and proprietary. You also may learn of information before that information is released to the general public. Employees who have received or have access to confidential information should take care to keep this information confidential. Confidential information includes non-public information that might be of use to competitors or harmful to the Company or its customers if disclosed, such as business, marketing and service plans, financial information, product and service development, technical data, students in our programs, pricing strategies, personnel data, personally identifiable information pertaining to our employees or students (including, for example, names, addresses, telephone numbers and social security numbers), and similar types of information provided to us by our customers. This information may be protected by patent, trademark, copyright and trade secret laws.

In addition, because we interact with other companies and organizations, there may be times when you learn confidential information about other companies before that information has been made available to the public. You must treat this information in the same manner as you are required to treat our confidential and proprietary information. There may even be times when you must treat as confidential the fact that we have an interest in, or are involved with, another company.

You are expected to keep confidential and proprietary information confidential unless and until that information is released to the public through approved channels (usually through a press release, an SEC filing or a formal communication from a member of senior management, as further described in Section 11). Every employee has a duty to refrain from disclosing to any person confidential or proprietary information about us or any other company learned in the course of employment here, until that information is disclosed to the public through approved channels. This policy requires you to refrain from discussing confidential or proprietary information with outsiders and even with other Company employees, unless those fellow employees have a legitimate need to know the information in order to perform their job duties. Unauthorized use or distribution of this information could also be illegal and result in civil liability and/or criminal penalties.

You should also take care not to inadvertently disclose confidential information. Materials that contain confidential information, such as memos, notebooks, computer disks, memory sticks, laptop computers, tablets and mobile devices should be stored securely. Unauthorized posting or discussion of any information concerning our business, information or prospects on the Internet is prohibited. You may not discuss our business, information or prospects in any “chat room,” regardless of whether you use your own name or a pseudonym. Be cautious when discussing sensitive information in public places like elevators, airports, restaurants and “quasi-public” areas within the Company, or in and around the Company’s facilities. All Company emails, voicemails and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of the Company, except where required for legitimate business purposes.

In addition to the above responsibilities, if you are handling information protected by any privacy policy published by us, then you must handle that information in accordance with the applicable policy.

It is our policy to disclose material information concerning the Company to the public only through specific limited channels to avoid inappropriate publicity and to ensure that all those with an interest in the Company will have equal access to information. All inquiries or calls from the press and financial analysts should be referred to our Chief Executive Officer. We have designated our Chief Executive Officer as our official spokesperson for questions concerning the financial performance, strategic direction or operating performance of the Company, and operational issues. Unless a specific exception has been made by the Chief Executive Officer, she is the only person who may communicate with the press on behalf of the Company. You also may not provide any information to the media about us off the record, for background, confidentially or secretly, including, without limitation, by way of postings on internet websites, chat rooms or “blogs”.

Any waiver of this Code for executive officers (including, where required by applicable laws, our principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions)) or directors may be authorized only by our Board of Directors or, to the extent permitted by the rules of the NYSE American, a committee of the Board and will be disclosed as required by applicable laws, rules and regulations.

Compliance Resources

We have established the position of Compliance Officer, which shall initially be held by the Company’s Chief Executive Officer, to oversee this program. The Compliance Officer is a person to whom you can address any questions or concerns related to this Code or any other matters relating to legal or regulatory compliance. In addition to fielding questions or concerns with respect to potential violations of this Code or any other matters relating to legal or regulatory compliance, the Compliance Officer is responsible for:

Your most immediate resource for any matter related to the Code is your supervisor. He or she may have the information you need, or may be able to refer the question to another appropriate source. There may, however, be times when you prefer not to go to your supervisor. In these instances, you should feel free to discuss your concern with the Compliance Officer. If you are uncomfortable speaking with the Compliance Officer because he or she works in your department or is one of your supervisors, please contact the Chief Executive Officer, if the Chief Executive Officer is not the Compliance Officer or, otherwise, the Chief Financial Officer.

Clarifying Questions and Concerns; Reporting Possible Violations

If you encounter a situation or are considering a course of action and its appropriateness is unclear, discuss the matter promptly with your supervisor or the Compliance Officer; even the appearance of impropriety can be very damaging and should be avoided.

If you are aware of a suspected or actual violation of Code standards by others, you have a responsibility to report it. You are expected to promptly provide a compliance resource with a specific description of the violation that you believe has occurred, including any information you have about the persons involved and the time of the violation. Whether you choose to speak with your supervisor or the Compliance Officer, you should do so without fear of any form of retaliation. We will take prompt disciplinary action against any employee who retaliates against you, up to and including termination of employment.

Supervisors must promptly report any complaints or observations of Code violations to the Compliance Officer. If you believe your supervisor has not taken appropriate action, you should contact the Compliance Officer directly. The Compliance Officer will investigate all reported possible Code violations promptly and with the highest degree of confidentiality that is possible under the specific circumstances. Neither you nor your supervisor may conduct any preliminary investigation, unless authorized to do so by the Compliance Officer. Your cooperation in the investigation will be expected. As needed, the Compliance Officer will consult with, outside legal counsel and/or the Audit Committee. It is our policy to employ a fair process by which to determine violations of the Code.

With respect to any complaints or observations of Code violations, including, but not limited to, matters that may involve accounting, internal accounting controls and auditing concerns, the Compliance Officer shall promptly inform the chair of the Audit Committee, and the Audit Committee or such other persons as the Audit Committee determines to be appropriate under the circumstances shall be responsible for supervising and overseeing the inquiry and any investigation that is undertaken. In addition, any matters involving accounting, internal accounting controls and auditing concerns that are reported shall be routed to both the Compliance Officer and the Audit Committee.

If any investigation indicates that a violation of the Code has probably occurred, we will take such action as we believe to be appropriate under the circumstances. If we determine that an employee is responsible for a Code violation, he or she will be subject to disciplinary action up to, and including, termination of employment and, in appropriate cases, civil legal action or referral for regulatory or criminal prosecution. Appropriate action may also be taken to deter any future Code violations.

CERTIFICATION

I have received, reviewed and understand the above-referenced Code of Business Conduct and Ethics and undertake, as a condition to my present and continued employment (or, if I am not an employee, affiliation) with Legacy Education Inc., or any of its subsidiaries or controlled entities to comply fully with the policies and procedures in the Code of Business Conduct and Ethics, as the same may be amended, revised, restated and/or supplemented from time to time.