Lumax Automtive Systems Ltd.

Code of conduct

The Company firmly believes that any meaningful policy on the Corporate Governance must provide empowerment to the executive management of the company, and simultaneously create a mechanism of checks and balances which ensures that the decision making power vested in the executive management are used with care and responsibilities to meet shareholders and stakeholders aspirations. The company recognizes the importance of Corporate Governance for the efficient conduct of business and committed to attain the Corporate Governance of the high standards and maximize the long-term shareholders' value in a legal and ethical manner, ensuring fairness, courtesy and dignity in all transactions of the company.

Applicability: This code of ethics shall apply to the directors and members of the senior management of the Company. However, the provisions shall apply to Executive and Non-Executive Directors including independent Directors only to such extent, as may be applicable depending on their respective roles and responsibilities. Compliance with Law, Rules and Regulations: Directors and Senior Managers shall comply with all applicable laws, rules, regulations (including the compliance with environmental, safety and health laws and regulations) and internal policies and guidelines.

Confidentiality: Directors and senior managers shall ensure the confidentiality of all confidential information of the Company, its customer, supplier or business associate available to them in the course of their duties except when disclosure is authorized. The confidential information shall be disclosed only on a 'need to know' basis.

Corporate Opportunities: Unless approved by the Board of Directors, the directors and senior managers are prohibited from: - taking for themselves personally, opportunities that belong to either the Company or are discovered through the use of Company's property, information or position; using the Company's property, information, or position for personal gain; competing with the Company. receiving directly or indirectly any benefit from the company's business associates, which is intended or can be perceived as being given to gain favour for dealing with the company.

Conflict of Interest: Directors and senior managers shall not engage in any activity that interferes with the performance or discharge of responsibilities towards the Company or is otherwise in conflict with the interest or prejudicial to the Company. If there are any transactions (in which relative is associated) proposed within the knowledge of Directors and Senior Management, they must report the same to the company.

Protection of Company's Assets: Directors and senior managers shall as far as practicable, protect the Company's assets from loss, damage, misuse or theft and ensure that the assets are only used for business purposes and other purposes specifically approved by Management and must never be used for unauthorized purposes.

Concurrent Employment: Directors and senior managers shall not, without the prior approval of the company, accept employment or any responsible position with any organisation.

Disclosure about relatives: Directors and senior managers shall declare information about their relatives (spouse, children and parents) employed in the company.

Amendment, Modification and Waiver: This Code may be amended, modified, or waived by the Board subject to appropriate applicable provisions of law, rules, regulations and guidelines. In extraordinary situations and for reasons to be recorded in writing, the Board may grant exemption from any one or more of the provisions of this Code.

Compliance with code of conduct: Directors and senior managers shall affirm compliance with this code on an annual basis as at the end of each financial year.