products or services, or that are directly related to executing or performing a contract with Swire Properties, may be proper. In practice, for purposes of promoting, demonstrating or explaining its services, Swire Properties may occasionally invite a person or company (including a Government Official) to travel to its facilities, offices and site tours, product demonstrations or business meetings at Swire Properties' expense. Swire Properties may reimburse such persons or organisations for reasonable and bona fide expenditures directly related to any such purpose, such as travel or lodging expenses. Reimbursed travel expenses may include the reasonable cost of such person or organisation's transportation, meals, lodging and entertainment. H. Agents and Consultants No individual or entity may be hired to commit bribery on behalf of Swire Properties. Special care must be taken when Swire Properties engages the service of an agent, consultant or other third party, when such party is expected to assist in developing business with potential customers or where such party will be involved in obtaining any government approvals or action. Relevant Persons should take steps to ensure that such agent or consultant has fully complied or will comply with the applicable anti-bribery and corruption laws to which they are subject and to appropriately encourage them to adhere to the general principles set out in this Code. The terms of engagement of agents and consultants should be clearly documented and duly approved, and the performance of agents and consultants should be monitored. Before engaging an agent or a consultant, the Relevant Person must follow the procedures for “Engaging an Agent or a Consultant” (Appendix E). No consultant or agent should be proposed for consideration if there are suspicious circumstances that are not satisfactorily resolved. For example, that party: • has a reputation for corruption; • is likely to make improper payments or gifts; • requests that his/her identity be kept secret; or • requests (without a reasonable commercial justification) that he or she be paid offshore, up front or in cash. I. Joint Venture Partners and Contractors Swire Properties may be held responsible for the conduct of those whom Swire Properties hires to conduct business on its behalf or with whom Swire Properties joins to conduct business. Relevant Persons should ensure that these entities understand this Code and the ABC Policy and should comply with the procedures for “Joint Venture Partners and Contractors” (Appendix F). All Relevant Persons are required to take all reasonable steps to ensure that any joint venture partners, contractors or any other individuals or companies hired to conduct business on behalf of Swire Properties and over which Swire Properties has direct control develop and implement anti-bribery and - 6 -