U P Hotels Ltd.
Code Of Conduct
For Directors And Senior Management

The Board of Directors (the "Board") and the senior management of U P Hotels Limited ("the company") subscribe to the following Code of Conduct adopted by the Board. They would

1. use due care and diligence in performing their duties of office and in exercising their powers attached to that office.

2. act honestly and use their powers of office, in good faith and in the best interests of the company as a whole.

3. not make improper use of information nor take improper advantage of their position as a Director or member of Senior Management.

4. not allow personal interests to conflict with the interests of the company.

5. recognize that their primary responsibility is to the company’ shareholders as a whole but they should (where appropriate) have regard for the interests of all stakeholders of the company.

6. not engage in conduct likely to bring discredit upon the company.

7. be independent in judgment and actions, and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board of Directors.

8. ensure the confidentiality of information they receive whilst being in office of Director or member of Senior Management and is only disclosed if authorized by the company, or the person from whom the information is provided, or as required by law;