The members of the Board of Directors and the senior management of Nicco Parks & Resorts Limited acknowledge and accept the scope and extent of our duties as directors and employees. We have responsibility to carry out our duties in an honest and professional manner and within the scope of our authority. We are entrusted with and responsible for overseeing the assets and business affairs of Nicco Parks & Resorts Limited in an honest, fair, diligent and ethical manner. As Directors and senior management personnel we shall act within the bounds of the authority conferred upon us and with the duty to make and enact informed decisions and policies in the best interests of Nicco Parks & Resorts Limited and its stakeholders. The Board of Directors has adopted the following Code of Conduct and our Directors and senior management personnel are expected to adhere to the standards of loyalty, good faith, and the avoidance of conflict of interest that follow.

Board Members and senior management personnel will :

• Act in the best interests of, and fulfill their fiduciary obligations to Nicco Parks’ stakeholders;

• Act honestly, fairly, ethically and with integrity;

• Conduct themselves in a professional, courteous and respectful manner;

• Comply with all applicable laws, rules and regulations;

• Act in good faith, responsibility, with due care, competence and diligence, without allowing their independent judgment to be subordinated;

• Act in a manner to enhance and maintain the reputation of Nicco Parks & Resorts Limited;

• Disclose potential interest that they may have regarding any matters that may come before the Board, and abstain from discussion and voting on any matter in which the Director has or may have a conflict of interest;

• Make available to and share with fellow Directors information as may be appropriate to ensure proper conduct and sound operation of Nicco Parks & Resorts Limited and its Board of Directors;

• Respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors and as senior management personnel, except when authorized or legally required to disclose such information; and

• Not use confidential information acquired in the course of their service as Directors and as senior management personnel for their personal advantage.

All Board members and senior management personnel shall affirm compliance with the Code on an annual basis.

The above Code was adopted by the Board at its meeting held on 27th day of January, 2005.