Senior Management And Employees

Code Of Conduct And Business Ethics For Senior Management And Employees:

a) All employees must avoid situations involving or attracting potential conflict of interest. In consideration of your employment with the Company, you are expected to devote your full attention to the business interest of the Company. You are prohibited from engaging in any activity that interferes with your performance or responsibilities to the Company. An employee of the Company shall not, without the prior approval of the Managing Director of the Company, accept employment or a position of responsibility (such as a consultant or a director) with any other company, nor provide ‘freelance’ services to anyone.

b) It is conflict of interest to serve as a Director of any company that competes with the Company. Although you may serve as a director of a Company supplier, customer, developer, or other business partner, our policy requires that you first obtain approval from the Company’s Corporate Legal Department before accepting a directorship.

c) If any employee considering investing in a Company customer, supplier, developer or competitor, he/she must first ensure that these investments do not compromise his/her responsibilities to the Company.

d) As a general rule, employees should avoid conducting Company business with any related party. A party may be considered as a related party if the two parties are joined by a special/personal relationship prior to the conducting of any business as also when any party has the ability to control other party or exercise any significant influence over the other party in making of any financial and/or operating decisions. If such a related party transaction is unavoidable, such employee must fully disclose the nature of the related party transaction to the Company’s Chief Financial Officer. The Company’s Audit Committee must review and approve in writing in advance such transactions. The most significant related transactions, particularly those involving the Company’s Directors or Executive Officers, must be reviewed and approved in writing in advance by the Company’s Board of Directors.

a) Company’s confidential information is a valuable asset. The Company’s confidential information includes all trade related information, trade secrets, confidential and privileged information, customer information, information related to employees, strategies, administration, research in connection with SHANTAI INDUSTRIES and commercial, legal, scientific, technical data that are either provided to or made available to the employee by the Company to facilitate his work or has obtained access by virtue of his employment or position with the Company. All confidential information must be used for Company purposes only. Use of the information for and other purpose or copying or distribution or delivery of the information is strictly prohibited.

b) Disclosure of Company’s confidential information to any individual for any such use which is beneficial to any such individual (s) or body corporate (s), such an entity not being SHANTAI INDUSTRIES Industries Limited is strictly prohibited. No such information may be divulged without the prior consent of the Managing Director./p>

c) The Company, its employees, agents and contractors must cooperate with appropriate government inquiries and investigations. All government requests for information, documents or investigative interviews must be referred to the Company’s Legal Department. No financial information may be disclosed without the prior approval of the Company’s Chief Financial Officer.

d) Specific policies have been established regarding who may communicate information to the press and the financial analyst community. All inquiries or calls from the press and financial analysts should be referred to the Company’s Chief Financial Officer or Investor Relations Department. The Company has designated its Chairman and Managing Director, , Chief Financial Officer as official Company spokesperson(s) for the aforesaid. These designees are the only people who may communicate with the press on behalf of the Company.

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