展覽 14.1

傳承 教育公司。

業務行為和道德守則

介紹

Legacy 教育有限公司，一家內華達州公司（以下簡稱“公司”）致力於保持最高的業務行為和道德標準。這份業務行為準則和道德守則（以下簡稱“準則”）反映了支持這一承諾的業務實踐和行為原則。我們期望每位員工、幹部和董事都能閱讀並理解準則及其對其業務責任履行的應用。準則中對員工的提及，擬指涵蓋幹部和必要時的董事。

主管、經理及其他監督人員應該在員工身上培養對代碼精神和原則的承諾。在公司工作或代表公司工作時，監督人員還應該盡合理努力確保所有代理人和承包商符合代碼標準。每位監督人員負責區域內的合規環境將影響評估該個人表現的質量。此外，任何致力於實施和維護我們合法和道德標準的員工可能會在其績效評估中獲得認可。代碼中的任何內容都不會改變公司的隨時雇用政策。

這份準 則無法包含所有與誠實和道德行為相關的實踐或原則。本準則處理了與我們互動的人員和實體進行正確交易非常 重要的行為，但僅反映了我們承諾的一部分。我們有時可能會採納其他政策和程序，員工、高級職員和董事預期遵守，若 適用於他們。然而，每位員工有責任在準則中沒有明文指引時，運用常識和自己最高的個人道德 標準，做業務決策。

家庭成員、重要他人或其他與您同住的人（本規則中稱為「家庭成員」）的行動 亦可能涉及公司業務並潛在導致道德問題。例如，家庭成員接受客戶送出的不當禮物可能引發利益衝突，並導致 您涉及的道德規範違反。因此，在遵守本規範時，您應考慮不僅僅是您自己的行為，還有您家庭成員、 重要他人以及與您同住的其他人的行為。

您不應該猶豫提出有關任何行為是否違反守則、發聲關注或澄清灰色地帶的問題。第13段詳細介紹您可使用的合規資源。此外，您應當警覺其他人可能違反守則並報告懷疑的違規行為，不應懼怕任何形式的報復，詳細說明請參見第13段。 守則違反將不得容忍。任何違反守則標準的員工可能會面臨紀律處分，視違規性質和員工歷史而定，處分措施可從警告或譴責起至解僱，甚至在適當情況下可能遭受民事法律訴訟或轉介調查機構或刑事檢控。

公司的政策是通過以誠實和道德的方式處理我們的事務，來促進高標準的誠信。公司的誠信和聲譽取決於每個與我們有關聯的人對工作帶來的誠實、公平和誠信。堅不可摧的個人誠信是企業誠信的基石。

我們的目標是建立一個工作環境，讓大家都能以尊重和專業的態度互相對待。為了確保每個人都能受到尊嚴和尊重，我們不容忍任何形式的騷擾、歧視或霸凌，包括基於年齡、種族、性別、懷孕狀況、殘疾、婚姻狀況、原籍、公民身分、宗教、性取向、性別認同、軍工或退伍軍人身分或其他受法律保護的分類的騷擾。您不得進行非法的騷擾或歧視，也不得對任何提出善意投訴的個人進行報復。

遵守法律，無論是字面上還是精神上，是該准則的基礎。我們的成功取決於每位員工在法律指導下運作，並與當地、國家和國際當局合作。我們期望員工了解適用於其業務單位和職責範圍的法律和監管要求。我們提供定期培訓課程或相關教育，以確保所有員工遵守與其就業相關的相關法律、規則和法規，包括禁止內幕交易的法律（該法律在下文3.1節中進一步討論）。雖然我們不希望您記住這些法律、規則和法規的每個細節，但我們希望您能判斷何時需要向他人尋求建議。如果您在合規領域有疑問，重要的是您不要猶豫向您的主管或合規專員（如第13條所定義）尋求答案。

不遵守法律將不被容忍。違反國內或國外的法律、規則和法規可能使個人及公司面臨民事和/或刑事處罰。您應該知道，行為和記錄，包括電子郵件，可能會受到內外部審計的審查，並且在政府調查或民事訴訟時可能會被第三方發現。了解並遵守我們的法律和道德義務符合每個人的最佳利益。

所有板塊 有權存取機密（或「內部」）資訊的員工不得將該資訊用於股票交易目的，或用於業務以外的任何其他目的，除非是為了進行我們的業務。關於公司或我們業務往來公司的所有非公開資訊被視為機密信息。在買賣證券時使用具有實質性的非公開資訊，包括向他人「洩露」這些資訊，以供建立投資決定，這不僅不道德，還是違法的。員工在處理重要內部資訊時必須極度小心。您應查閱我們的內幕交易政策，以瞭解有關「內部」資訊定義以及購買和銷售我們的證券或我們業務往來公司證券的更具體信息。

我們的人員及代表均應遵守所前往的所有國家、營運地和業務所在地的適用法律，包括禁止行賄、腐敗或與特定個人、公司或國家進行業務往來的法律。某些國家未執行某些法律，或對違反該等法律不受公開批評並不被視為不遵守的藉口。我們期望我們的人員及代表遵守美國法律、法規和規定，這些法規管轄著美國公民及在美國以外地區營運的企業的業務行為。

美國的法律、規定和法規適用於我們在美國以外的所有活動，包括：

如果您對某項活動是否受限或禁止有疑問，請在採取任何行動之前尋求協助，包括不發出可能受國際法規管束的口頭保證。

反壟斷法旨在保護競爭過程。這些法律基於一個前提，即公眾利益最好通過激烈的競爭來服務，而不要因為競爭對手之間的非法協議或勾結而受損。反壟斷法通常禁止：

競爭性、非公開信息，如我們的策略和潛在客戶的鑑定以及其他信息，不應該與競爭對手交換，無論交換的內容多麼無辜或隨意，無論交換的場合是業務還是社交。

反壟斷法律對於某些違法行為會處以嚴厲的處罰，包括刑事處罰和可能達數百萬美元的罰款和賠償金，在某些情況下可能會翻倍。了解我們從事業務的各個司法管轄區的反壟斷和不正當競爭法律的要求可能會很困難，建議您在涉及這些法律問題時向您的主管或合規主管尋求協助。

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.

您不得利用您所擁有的職位、公司提供或您因履行職務或使用公司資產或資訊而經知曉的機會，個人獲取利益，除非經主管、合規官員或審計委員會授權，如第13條所述。即使是您私下所取得的機會，如果與我們現有或擬定的業務相關，也可能存在疑問。參與與我們業務直接相關的投資或外部業務機會必須經事先批准。您不得利用您在我們的職位、公司資產或資訊進行不當個人獲益，也不應以任何方式與我們競爭。

我們的記錄完整性和公開披露取決於支持我們賬戶記錄的信息的有效性、準確性和完整性。因此，我們的公司和業務記錄應當準確誠實地填寫。嚴禁填寫虛假或具有誤導性的記錄，無論是與財務結果還是測試結果有關。我們的記錄作為管理業務的依據，對我們履行與客戶、供應商、員工及其他業務往來對象之義務至為重要。因此，我們的資產、負債、收入、成本和費用，以及所有交易和資產負債變動都應當在合理詳細的範圍內準確公平地反映在我們的帳簿、記錄和賬戶中。我們要求：

我們的會計記錄還用於為我們的管理層、股東和債權人，以及政府部門生成報告。特別是，我們依賴我們的會計和其他業務和公司記錄，以準備我們向證券交易所提交的定期和即時報告。證券法要求這些報告提供完整、公正、準確、及時且易於理解的披露，並公正呈現我們的財務狀況和營運結果。為了確保我們的財務披露準確透明，並且我們的報告包含所有有關公司的信息，這些信息對於讓股東和潛在投資者評估我們業務和財務的穩健性和風險，以及會計和披露的質量和誠信都是重要的，收集、提供或分析信息的員工和獨立承包商，或以任何方式參與準備或驗證這些報告的人士，應努力確保我們的財務披露準確透明，以及我們的報告包含所有有關公司的信息，這些信息對於讓股東和潛在投資者評估我們業務和財務的穩健性和風險，以及會計和披露的質量和誠信都是重要的。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.