BUSINESS CONDUCT AND ETHICS
One of our Company’s most valuable assets is its integrity. Protecting thisasset is the job of everyone in the Company. To that end, we haveestablished this Code of Business Conduct and Ethics. This Code isdesigned to give you a broad and clear understanding of the conduct
expected of all our staff everywhere we do business. This Code applies toevery officer, director and staff of Creative Technology Ltd. and its
subsidiaries, who, unless otherwise specified, will be referred to jointly as“staff”. This Code does not cover every issue that may arise, but it sets out
basic principles and a methodology to help guide you in the attainment of thiscommon goal. Under this Code, (a) the term “director” refers to a member of
the Company’s Board of Directors, rather than an employee whose job title
designates that staff as a director, and (b) the term “Company” refers toCreative Technology Ltd. and its subsidiaries.
Honest and ethical conduct is critical to our business. All staff have a duty to
act in an honest and ethical manner. All of the Company’s staff must carryout their duties in accordance with the policies set forth in this Code and withapplicable laws and regulations. Any violation of applicable law or any
deviation from the standards embodied in this Code will result in disciplinary
action. Depending on the seriousness of the violation and other relevant
circumstances, violations of this Code may result in warnings, reprimands,
demotion, suspension, termination, or other disciplinary action. Disciplinary
action also may apply to a staff’s supervisor who directs or approves thestaff’s improper actions, or is aware of those actions but does not act
appropriately to correct them. In addition to imposing its own discipline, theCompany may also bring suspected violations of law to the attention of theappropriate law enforcement personnel. If you are in a situation or are awareof a situation which you believe may violate or lead to a violation of this Code,follow the procedures described in Reporting Violation of this Code orUnethical Conduct and Compliance Procedures.

COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONSCreative operates on a worldwide basis and is subject to many laws, rules
and regulations that define and establish obligations with which the Company,
its employees and agents must comply. Under certain circumstances, local
country law may establish requirements that differ from this Code. You areresponsible for complying with all local country laws in conducting theCompany’s business and in performing your duties for the Company. If you
violate these laws or regulations in performing your duties for the Company,
you not only risk individual indictment, prosecution and penalties, and civil
actions and penalties, you also subject the Company to the same risks andpenalties, and you may be subject to immediate disciplinary action, including
possible termination of your employment or affiliation with the Company.

You should undertake to acquire knowledge of the legal requirements related
to your duties sufficient to enable you to recognize potential dangers and toknow when to seek advice from managers or other appropriate personnel. If
you believe there is any conflict between this Code and local laws, you should
consult the Human Resource Department or the Legal Department at yourlocation.

PUBLIC REPORTING
As a public company, we are required to follow strict accounting principles
and standards, to report financial and business information accurately andcompletely in accordance with these principles and standards, and to haveappropriate internal controls and procedures to ensure that our reporting
complied with our Company’s business processes and relevant law. The
integrity of our records is critical to the operation of our business and is a key
factor in maintaining the confidence and trust of our staff and shareholders.
It is important that all business transactions are properly recorded, classified
and summarized in our statements, books and records in accordance with ourpolicies, controls and procedures, as well as all generally accepted
accounting principles, standards, laws, rules and regulations for business
reporting. If you are a senior officer, you should seek to ensure that theinternal controls and procedures in your business area are in place,understood and followed. Any attempt to enter inaccurate or fraudulent
information into the Company’s records or business system will not betolerated and will result in disciplinary action, up to and including terminationof employment. You are required to promptly report any case of suspectedfinancial or operational misrepresentation or impropriety.
It is important that those who rely on records and reports - managers andother decision makers, creditors, customers and auditors - have complete,accurate and timely information. False, misleading or incomplete information
undermines the Company’s ability to make good decisions about resources,
employees and programs and may, in some cases, result in violations of law.
Anyone involved in preparing financial or business records or reports,
including financial statements and schedules, must be diligent in assuring thatthose records and reports are complete, accurate and timely. Anyone
representing or certifying as to the accuracy of such records and reports
should make an inquiry or review adequate to establish a good faith belief intheir accuracy.
Our auditors have a duty to review our records in a fair and accurate manner.
You are expected to cooperate with independent and internal auditors in goodfaith and in accordance with law. In addition, you must not fraudulently induce
or influence, coerce, manipulate or mislead our independent or internal
auditors regarding financial records, processes, controls or procedures orother matters relevant to their engagement.

INSIDER INFORMATION AND INSIDER TRADING
Creative’s Insider Trading Policy prohibits staff from purchasing or selling
Company stock, directly or indirectly, on the basis of material non-public
information concerning the Company. Any person possessing material nonpublic information about the Company must not engage in transactions
involving Company securities until this information has been released to the
public. Generally, material information is that which would be expected toaffect the investment decisions of a reasonable investor or the market price ofthe stock. You must also refrain from trading in the stock of other publicly heldcompanies, such as existing or potential customers or suppliers, on the basisof material confidential information obtained in the course of your employment
or service as a director. It is also illegal to recommend a stock to (i.e., “tip”)
someone else on the basis of such information or to pass on confidential
information to someone for the purpose of enabling them to make a profit or
avoid a loss trading securities. Both the tipper and the tippee, and anyone
else to whom the tippee passes the information, may be held liable.

You should review the Insider Trading Policy for more information. If you
have a question concerning appropriateness or legality of a particular
securities transaction, consult with your managers.
Executive officers, members of the Company’s board of directors and certain
other staff of the Company are subject to additional responsibilities under theCompany’s Insider Trading Policy.

RESPECT AND ETHICAL CONDUCT
Staff should treat each other with respect and fairness at all times, just as theindividual wish to be treated himself/herself. We should value the differenceof diverse individuals from all races and countries. Employment decisions
must be based on business reasons such as qualifications, knowledge, ability
and achievements, and in compliance with local and national employment
laws.
Abusive, harassing or offensive conduct is unacceptable, whether verbal,
physical or visual. This includes derogatory comments based on racial or
ethnic characteristics or unwelcome sexual advances. When a colleague’s
conduct makes you or others uncomfortable, your may report harassment assoon as it occurs according to the procedures described in Reporting Violationof this Code or Unethical Conduct and Compliance Procedures.

CONFLICTS OF INTEREST AND CORPORATE OPPORTUNITIESYour decisions and actions in the course of your employment with theCompany should be based on the best interests of the Company and notbased on personal relationships or benefits. You should avoid situations inwhich your personal, family or financial interests conflict or even appear toconflict with those of the Company. You may not engage in activities thatcompete with the Company or compromise its interests. You should not takefor your own benefit opportunities discovered in the course of employmentthat you have reason to know would benefit the Company.
The following are examples of actual or potential conflicts:•

you, or a member of your family, receive improper personal benefits asa result of your position in the Company;•

you engage in activities that interfere with your loyalty to the Company
or your ability to perform Company duties or responsibilities effectively;•

you work (whether as a staff or a consultant) for a competitor, customeror supplier simultaneously with your service to the Company;•

you, or a member of your family, have a financial interest in a customer,
supplier, or competitor which is significant enough to cause divided
loyalty with the Company or the appearance of divided loyalty (thesignificance of a financial interest depends on many factors, such as
size of investment in relation to your income, net worth and/or financial
needs, your potential to influence decisions that could impact yourinterests, and the nature of the business or level of competition
between the Company and the supplier, customer or competitor);•you, or a member of your family, receive a loan or a guarantee of aloan from a customer, supplier or competitor (other than a loan from afinancial institution made in the ordinary course of business and on anarm’s-length basis);•

you divulge or use the Company’s confidential information - such as
financial data, customer information, or computer programs - for yourown personal or business purposes;•

you make gifts or payments, or provide special favors, to customers,
suppliers or competitors (or their immediate family members) with avalue significant enough to cause the customer, supplier or competitor
to make a purchase; or•you are given the right to buy stock in other companies or you receive
cash or other payments in return for promoting the services of anadvisor, such as an investment banker, to the Company.

Any transaction proposed between the Company and a related party must be
submitted to your business heads, the Human Resource Department, and if
necessary, the Company’s Audit Committee for review. The Company will not,directly or indirectly, extend or maintain credit, or arrange for an extension of
credit, in the form of a personal loan to or for any executive officer or director.
Conflicts are not always clear-cut. If you become aware of a conflictdescribed above or any other conflict, potential conflict, or have a question as
to a potential conflict, you should consult with your manager or the Human
Resource Department and/or follow the procedures described in Reporting
Violation of this Code or Unethical Conduct and Compliance Procedures. If
you become involved in a situation that gives rise to an actual conflict, youmust inform your manager or the Human Resource Department of the conflict.

CONFIDENTIALITY
All confidential information concerning the Company obtained by you is theproperty of the Company and must be protected. Confidential information
includes, but is not limited to, all non-public information that might be of use tocompetitors, or harmful to the Company or its customers, if disclosed. You
must maintain the confidentiality of such information entrusted to you by theCompany, its customers and its suppliers, except when disclosure isauthorized by the Company pursuant to its confidentiality policy or required bylaw.
Examples of confidential information include, but are not limited to: theCompany’s trade secrets; business trends and projections; information about
financial performance; new product or marketing plans; research anddevelopment ideas or information; manufacturing processes; information
about potential acquisitions, divestitures and investments, public or private
securities offerings; significant personnel changes; and existing or potential
major contracts, orders, suppliers, customers or finance sources or the loss
thereof.
Your obligation with respect to confidential information extends beyond theworkplace. In that respect, it applies to communications with your family
members and continues to apply even after your employment relationship with
the Company terminates.
All staff must comply with the Confidentiality and Invention Agreement.

WORKING WITH CUSTOMERS AND SUPPLIERS AND COMPETITORSYou should deal honestly with the Company’s customers, suppliers,
competitors, and other staff. Under various laws, the Company is prohibitedfrom engaging in unfair methods of competition, and unfair or deceptive actsand practices. Examples of prohibited conduct include, but are not limited to:bribery or payoffs to induce business or breaches of contracts by others; or
acquiring a competitor's trade secrets through bribery or theft.
You may, from time to time, provide or accept business amenities to aid inbuilding legitimate business relationships. Business amenities may include
gifts, meals, services, entertainment, reimbursements, favors, privileges orother items of value. Any business amenity should be consistent withcustomary business practice and reasonable and appropriate for thecircumstance. Business amenities should not be lavish or excessive. You
should avoid providing or accepting any cash payment or other businessamenity that can be construed as a bribe or payoff. All Company funds
expended for business amenities must be accurately recorded in the
Company’s books and records. We encourage you to check with yourmanager or the Human Resource Department if you have any questions as towhether a business amenity is permissible.
All purchasing of products and services must be based solely on the
Company’s best interests. Choice of suppliers or providers must be basedon product or service suitability, price, delivery and quality.
Purchasing
agreements should be documented and approved. It should clearly identify
the services or products to be provided, the basis for earning payment, andthe applicable rate or fee.
Conducting business with governments, government employees and public
officials is not the same as conducting business with private parties. Thesetransactions are often covered by special legal rules. You should comply withall applicable laws and regulations governing contact and dealings withgovernments, government employees and public officials. If you deal withgovernments, governmental employees or public officials, you should
undertake to understand the special rules that apply. If you have any
questions concerning government relations, you should check with yourmanager or the Human Resource Department.
You must handle the nonpublic information of others responsibly and inaccordance with our agreements with them. Nonpublic information of others
includes notes, reports, conclusions and other materials prepared by aCompany employee based on the nonpublic information of others. You
should not knowingly accept information offered by a third party, including acustomer, supplier or business partner, that is represented as nonpublic, orthat appears from the context or circumstances to be nonpublic, unless anappropriate nondisclosure agreement has been signed with the party offering
the information. You should check with your business head to coordinate theappropriate execution of nondisclosure agreements on behalf of the Company.

NO ACCEPTANCE OF GIFTS/BENEFITS
Neither you, nor members of your immediate family, are permitted to solicit oraccept gifts/benefits from customers, suppliers or competitors. You areadvised to decline all offers of gifts or benefits from our existing and potential
business associates including suppliers, distributors, sub-contractors, vendors,
consultants, etc. Benefits are not always physical objects and it may include
services, favors, entertainment, privileges or other consideration.
Under circumstances that are deemed inappropriate to refuse the offer, thegift/benefit may be formally accepted. Upon receipt of the gift/benefit, the staff
must declare to his/her Reporting Officer who shall forward it to the Human
Resource Department or the Head of Department for disposition at thediscretion of the Management. Where the benefit is a perishable item, thestaff shall declare to his/her Reporting Officer who shall forward it to therespective business head. The Acceptance of Benefits Declaration Formshall be used for this purpose. Where the benefit is a treat to a meal, the staff
must inform his/her immediate supervisor prior to attending the appointment.
Staff must not be influenced by the acceptance of any gift/benefit in making
business decisions in favor of the provider. Any staff or member of the staff's
immediate family found to have accepted an offer of benefit for his/her
personal gains shall be dealt with strict disciplinary action.

HEALTH, SAFETY AND ENVIRONMENT
You must ensure that health, safety, and environmental laws and regulations
applicable to our business operations or at the location of our business units
are adhered to. Of utmost importance is our commitment to design,
manufacture and distribute all our products without creating unacceptablerisks to health, safety or the environment must be complied.

PROTECTION AND PROPER USE OF COMPANY ASSETS
Company assets, both tangible and intangible, are to be used only for
legitimate business purposes of the Company and only by authorized
employees or consultants. Intangible assets include intellectual property suchas trade secrets, patents, trademarks and copyrights, business, marketingand service plans, engineering and manufacturing ideas, designs, databases,
Company records, salary information, and any unpublished financial data andreports. Unauthorized alteration, destruction, use, disclosure or distribution ofCompany assets violates Company policy and this Code. Theft or waste of,or carelessness in using, these assets has a direct adverse impact on the
Company’s operations and profitability and will not be tolerated.

The Company provides computers, voice mail, electronic mail (e-mail), andInternet access to certain employees for the purpose of achieving theCompany’s business objectives. As a result, the Company has the right toaccess, reprint, publish, or retain any information created, sent or contained inany of the Company’s computers or e-mail systems of any Company machine.
You may not use e-mail, the Internet or voice mail for any illegal purpose or inany manner that is contrary to the Company’s policies or the standards
embodied in this Code.
You should not make copies of, or resell or transfer (externally or internally),
copyrighted publications, including software, manuals, articles, books, anddatabases being used in the Company, that were created by another entity
and licensed to the Company, unless you are authorized to do so under theapplicable license agreement.

REPORTING VIOLATIONS OF THIS CODE OR UNETHICAL CONDUCTYou should promptly report any violation or suspected violation of this Code or
any unethical conduct to your business head or the Director/Manager of
Human Resource. If any of these parties are implicated in any violation, you
may report such violation to the Chief Financial Officer or the Senior Vice
President, HQ Services. If your situation requires that your identity be kept
secret, your anonymity will be preserved to the greatest extent reasonably
possible. If you wish to remain anonymous, you may send a letter orcommunicate through other acceptable medium to the aforesaid parties. The
address of the Chief Financial Officer and the Senior Vice President, HQ
Services is at 31 International Business Park, Creative Resource, Singapore
609921. If you make an anonymous report, please provide as much detail as
possible, including copies of any documents that you believe may be relevantto the issue.
If your concerns relate to accounting, internal controls or auditing matters, or if
the Chief Financial Officer is implicated in any violation, in addition to the
Senior Vice President, HQ Services, you may also contact the Audit
Committee of the Board of Directors by sending a letter addressed to the
Audit Committee of the Board of Directors at 31 International Business Park,
Creative Resource, Singapore 609921.
Reprisals, threats, retribution or retaliation against any person who has ingood faith reported a violation or a suspected violation of law, this Code orother company policies, or against any person who is assisting in any
investigation or process with respect to such a violation, is prohibited.
If you become aware of a suspected violation, do not try to investigate it orresolve it on your own. Prompt disclosure to the appropriate parties is vital toensuring a thorough and timely investigation and resolution.
The
circumstances should be reviewed by appropriate personnel as promptly as
possible, and delay may affect the results of any investigation. A violation of

the Code or of applicable laws and/or governmental regulations is a serious
matter and could have legal implications. Allegations of such behavior are nottaken lightly and should not be made to embarrass someone or put him or her
in a false light. Reports of suspected violations should always be made ingood faith.

COMPLIANCE PROCEDURES
The Code is based on the Company’s core values, good business practices
and applicable law. The existence of a Code, however, does not ensure that
staff will comply with it or act in a legal and ethical manner. To achieve
optimal legal and ethical behavior, the individuals subject to the Code must
know and understand the Code as it applies to them and as it applies toothers. You must champion the Code and assist others in knowing andunderstanding it.
• Compliance
You are expected to become familiar with and understand therequirements of the Code. Most importantly, you must comply with it.
• Internal Investigation
The Company will promptly investigate any suspected violations. If it isdetermined that evidence of a violation exists, the individual subject toinvestigation will be notified. The subject of an investigation will have an
opportunity to respond to any allegations made against that person. A
person suspected of violating the Code may be suspended with or without
pay while an investigation is conducted. The Company will follow local
grievance procedures in jurisdictions where such procedures apply.
• Disciplinary Actions
The Company will take appropriate action against any staff, agent orcontractor whose actions are found to violate the Code. Disciplinary
actions may include, at the Company’s sole discretion, oral or written
warnings, reprimand, suspension without pay, demotion, probation or
immediate termination of employment or business relationship. In addition
to imposing discipline upon staff, agents or contractors involved in non-compliant conduct, the Company also will impose discipline, as
appropriate, upon such individual’s supervisor, if any, who directs orapproves such individual’s improper actions, or is aware of those actions
but does not act appropriately to correct them, and upon other individuals
who fail to report known non-compliant conduct. In addition to imposing its
own discipline, certain violations of this Code may require the Company tobring the violation to the attention of appropriate law enforcement
personnel.
•

Corrective Actions

Subject to the following sentence, in the event of a violation of the Code,the manager and business head should assess the situation to determine
whether the violation demonstrates a problem that requires remedialaction as to Company policies and procedures. If a violation has beenreported to the Audit Committee or another committee of the Board, thatcommittee shall be responsible for determining appropriate remedial orcorrective actions. Such corrective action may include providing revised
public disclosure, retraining Company staff, modifying Company policies
and procedures, improving monitoring of compliance under existingprocedures and other action necessary to detect similar non-compliant
conduct and prevent it from occurring in the future. Such corrective action
shall be documented, as appropriate.