**Exhibit
      4.0**


**China
      Dongsheng International, Inc.**








**CODE
      OF CONDUCT POLICY**





China
      Dongsheng International, Inc. (“the Company”) is dedicated to conducting its
      business in accordance with the applicable laws, regulations and with highest
      standards of business ethics. This code is intended to provide guidance in
      identifying ethical issues, offer mechanisms to report unethical conduct, and
      to
      help foster a culture of honesty and accountability.





Each
      officer, director, and employees is expected to comply with the letter and
      spirit of this Code. The Directors and employees of the Company mentioned above
      must not only comply with the applicable regulations but should also actively
      advance the promotion of honest and ethical conduct of the business. They must
      abide by the policies and procedures that govern the conduct of the Company’s
      business.





This
      Code
      illustrates some of the potential problem areas that could develop
      below:





**Conflicts
      of interest**- A conflict situation can arise:





a.
      When
      an employee or Director takes action or has interests that may make it difficult
      to perform his or her work, objectively and effectively,





b.
      The
      receipt of improper personal benefits by a member of his or her family as a
      result of one’s position in the Company,





c.
      Any
      outside business activity that detracts an individual’s ability to devote
      appropriate time and attention to his or her responsibilities with the
      Company,





d.
      The
      receipt of non-nominal gifts or excessive entertainment from any person/company
      with which the Company has current or prospective business
      dealings,





e.
      Any
      significant ownership interest in any supplier, customer, development partner
      or
      competitor of the Company,





f.
      Any
      consulting or employment relationship with any supplier, customer, business
      associate or competitor of the Company.





The
      Directors and employees should be scrupulous in avoiding “conflicts of interest”
with the Company. In case there is likely to be a conflict of interest, he/she
      should make full disclosure of all facts and circumstances thereof to the Board
      of Directors or any Committee/officer nominated for this purpose by the Board
      and a prior written approval should be obtained.





**Honest
      and Ethical Conduct:**The Directors and employees shall act in
      accordance with the highest standards of personal and professional integrity,
      honesty and ethical conduct not only on Company’s premises and off site but also
      at Company sponsored business, social events as well as any places. They shall
      act and conduct free from fraud and deception. Their conduct shall conform
      to
      the best-accepted professional standards of conduct.





**Corporate
      Opportunities:**Directors and employees owe a duty to the Company to
      advance its legitimate interests when the opportunity to do so arises. Directors
      and employees are expressly prohibited from:





a.
      Taking
      for themselves, personally, opportunities that are discovered through the use
      of
      Company’s property, information, or position;





b.
      Competing directly with the business of the Company or with any business that
      the Company is considering.





c.
      Using
      Company’s property, information, or position for personal gain. If the Company
      has finally decided not to pursue an opportunity that relates to the Company’s
      business activity, he/she may pursue such activity only after disclosing the
      same to the Board of directors or the nominated person/committee.





**Confidentiality:**The Directors and employees shall maintain the confidentiality of
      confidential information of the Company or that of any customer, supplier or
      business associate of the Company to which Company has a duty to maintain
      confidentiality, except when disclosure is authorized or legally mandated.
      The
      Confidential information includes all non-public information (including private,
      proprietary and other) that might be of use to competitors or harmful to the
      Company or its associates. The use of confidential information for his/her
      own
      advantage or profit is also prohibited.





**Fair
      dealing:**Each Director and employee should deal fairly with customers,
      suppliers, competitors and employees of group companies, They should not take
      unfair advantage of anyone through manipulation, concealment, abuse of
      confidential proprietary or trade secret information, misrepresentation of
      material facts, or any other unfair dealing practices.





**Protection
      and proper use of Company’s Assets:**All Directors and employees should
      protect Company’s assets and property and ensure its efficient use. Theft,
      carelessness, and waste of the Company’s assets and property have a direct
      impact on the Company’s profitability. Company’s assets should be used only for
      legitimate business purposes.





**Compliance
      with Laws, Rules and Regulations:**The Directors and employees shall
      comply with all applicable laws, rules and regulations Transactions, directly
      or
      indirectly, involving securities of the Company should not be undertaken without
      pre-clearance from the Company’s Compliance Officer. Any Director or employee
      who is unfamiliar or uncertain about the legal rules involving Company business
      conducted by him/her should consult the Legal Department of the Company before
      taking any action that may jeopardize the Company or that
      individual.





**Compliance
      with Code of Conduct:**If any director or employee who knows of or
      suspects of a violation of applicable laws, rules or regulations or this Code
      of
      Conduct, he/she must immediately report the same to the Board of Directors
      or
      any designated person/committee thereof. Such person should as far as possible
      provide the details of suspected violations with all known particulars relating
      to the issue. The Company recognizes that resolving such problems or concerns
      will advance the overall interests of the Company that will help to safeguard
      the Company’s assets, financial integrity and reputation. Violations of this
      Code of Ethics will result in disciplinary action, which may


even
      include termination of services of the employee. The Company’s Board or any
      Committee/person designated by the Board for this purpose shall determine
      appropriate action in response to violations of this Code of
      Ethics.





**Interpretation
      of Code:**Any question or interpretation under this Code of Ethics and
      Business Conduct will be handled by the Board or any person/Committee authorized
      by the Board of the Company. The Board of Directors or any designated
      person/committee has the authority to waive compliance with this Code of
      business conduct for any Director or employee of the Company. The person-seeking
      waiver of this Code shall make full disclosure of the particular circumstances
      to the Board or the designated person/committee.








/s/
      Aidong Yu





Mr.
      Aidong Yu


President,
      CEO, CFO, Director