“Government Entity” means any national, regional or local government and any department, agency or instrumentality of the foregoing and any entity or enterprise owned or controlled by another Government Entity (and also includes, for the avoidance of doubt, the government of Hong Kong). “Relevant Persons” means the, directors, employees (including secondees), officers of, and including temporary agency workers and interns working for, Swire Properties Limited and its subsidiaries. 2.2 References to “Swire Properties” in this Code are to Swire Properties Limited and/or, as the context may require, its subsidiaries or any of them, but (except in paragraph 4.2 of this Code) excluding Swire Pacific Limited and its subsidiaries. 3. Operating Principles 3.1 Swire Properties' operating principles commit Swire Properties and Relevant Persons: • to maintain high standards of business ethics and corporate governance • to deal appropriately with our employees, those with whom we do business and the communities in which we operate 4. Implementing our Operating Principles 4.1 Business Ethics Swire Properties is committed to conducting all its businesses with integrity and fairness. Relevant Persons are expected to maintain the highest standards of professionalism in all their dealings with others. They seek mutually beneficial relationships with contractors, suppliers and joint venture partners. They are required to promote the application of this Code in all dealings and to give preference in business dealings to those who adhere to similar business ethics. All Relevant Persons must comply with all applicable legal and regulatory requirements. 4.2 Conflicts of Interest A conflict of interest arises where a person's private interests interfere with the proper discharge of his official duties. Swire Properties is committed to conducting its businesses without conflicts of interest and this Code requires all Relevant Persons to avoid any situation which may lead to an actual or perceived conflict of interest without prior consent. Such consent should be sought in the first instance from the Human Resources & Administration Department (“HR&A”). Set out below is a non-exhaustive list of circumstances that would potentially give rise to a conflict of interest: - 2 -