Exhibit
14.1
 
 CODE
OF ETHICS
 
 OF
 
 CHINA
INTERNATIONAL TOURISM HOLDINGS, LTD
 
 I. Objectives
 
 China
International Tourism Holdings, Ltd. (the “Company”) is committed to the highest
level of ethical behavior. Our business success depends upon our reputation and
our directors, officer and employees to perform with the highest level of
integrity and principled business conduct.
 
 This Code
of Ethics (“Code”) applies to all of our directors, officers and employees,
including our principal executive officer and principal financial officer,
(collectively, the “Covered Persons”). This Code is designed to deter wrongdoing
and to promote all of the following:
 
 ·
              honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships·
              full,
      fair, accurate, timely, and understandable disclosure in reports and
      documents that we file with, or submits to, the Securities and Exchange
      Commission (the "Commission"), and in other public communications made by
      us;
 ·
              compliance
      with applicable governmental laws, rules and
  regulations;·
              the
      prompt internal reporting to an appropriate person or persons identified
      herein for receiving violations of this
Code
 ·
              accountability
      for adherence to this Code.
 
 Each
Covered Person must conduct himself or herself in accordance with this Code, and
must seek to avoid even the appearance of improper behavior.
 
 This Code
is not intended to cover every applicable law, or to provide answers to all
questions that might arise; for such, we rely on each person’s sense of what is
right, including a sense of when it is appropriate to seek guidance from others
on an appropriate course of conduct.
 
 II. Honest And Ethical
Conduct
 
 Each
Covered Person must always conduct himself or herself in an honest and ethical
manner. Each Covered Person must act with the highest standards of personal and
professional integrity and must not tolerate others who attempt to deceive or
evade responsibility for actions. Honest and ethical conduct must be a driving
force in every decision made by a Covered Person while performing his or her
duties. When in doubt as to whether an action is honest and ethical, each
Covered Person shall seek advice from his or her immediate supervisor or senior
management, as appropriate.
  III. Conflicts Of
Interest
 
 The term
“conflict of interest” refers to any circumstance that would cast doubt on a
Covered Person’s ability to act objectively when representing our interest.
Covered Persons should not use their position or association with us for their
own or their family’s personal gain, and should avoid situations in which their
personal interests (or those of their family) conflict or overlap, or appear to
conflict or overlap, with our best interests.
  1
 
 The
following are examples of activities that give rise to a conflict of interest.
These examples do not in any way limit the general scope of our policy regarding
conflicts of interest.
 
 ·
              Where
      a Covered Person’s association with (or financial interest in) another
      person or entity would reasonably be expected to interfere with the
      Covered Person's independent judgment in our best interest, that
      association or financial interest creates a conflict of
      interest.·
              The
      holding of a financial interest by a Covered Person in any present or
      potential competitor, customer, supplier, or contractor of  a
      conflict of interest, except where the business or enterprise in which the
      Covered Person holds a financial interest is publicly owned, and the
      financial interest of the Covered Person in such public entity constitutes
      less than one percent (1%) of the ownership of that business or
      enterprise.
 ·
              The
      acceptance by a Covered Person of a membership on the board of directors,
      or serving as a consultant or advisor to any board or any management, of a
      business that is a present or potential competitor, customer, supplier, or
      contractor of us, creates a conflict of interest, unless such relationship
      is pre-approved in writing by our principal executive
    officer.·
              Engaging
      in any transaction involving us, from which the Covered Person can benefit
      financially or otherwise, apart from the usual compensation received in
      the ordinary course of business, creates a conflict of interest. Such
      transactions include lending or borrowing money, guaranteeing debts, or
      accepting gifts, entertainment, or favors from our present or potential
      competitor, customer, supplier, or
contractor.
 ·
              The
      use or disclosure of any unpublished information regarding us, obtained by
      a Covered Person in connection with his or her employment for personal
      benefit, creates a conflict of
interest.
 
 It is our
policy and it is expected that all Covered Persons should endeavor to avoid all
situations that present an actual or apparent conflict of interest. All actual
or apparent conflicts of interest must be handled honestly and ethically. If a
Covered Person suspects that he or she may have a conflict of interest, that
Covered Person is required to report the situation to, and to seek guidance
from, his or her immediate supervisor or senior management, as appropriate. For
purposes of this Code, directors, the principal executive officer, and the
principal financial officer shall report any such conflict or potential conflict
situations to the chairman of the audit committee, if one be created, and in the
absence of an audit committee, to chairman of the board of directors. Our
officers (other than the principal executive officer and principal financial
officer) and employees shall report any such situations to their immediate
supervisor. It is the responsibility of the audit committee chairman or the
chairman of the board, as applicable, to determine if a conflict of interest
exists or whether such situation is likely to impair the Covered Persons ability
to perform his or her assigned duties with us, and if such situation is
determined to present a conflict, to determine the necessary
resolution.
 
 Loans are
expressly prohibited from all of our directors and executive
officers.
 
 IV. Compliance With Applicable Laws,
Rules And Regulations
 
 Full
compliance with letter and the spirit of all applicable governmental laws, rules
and regulations, and applicable rules and listing standards of any national
securities exchange on which our securities may be listed, is one of the
foundations on which our ethical policies are built. All of our directors and
executive officers must understand and take responsibility for compliance with
the applicable governmental laws, rules and regulations of the cities, states
and countries in which we operate, and for complying with the applicable rules
and listing standards of any national securities exchange on which our
securities may be listed.
 
 V. Rules To Promote Full, Fair,
Accurate, Timely and Understandable Disclosure
 
 As a
public company, we have a responsibility to report financial information to
security holders so that they are provided with accurate information in all
material respects about our financial condition and results of operations. It is
our policy to fully and fairly disclose our financial condition in compliance
with applicable accounting principles, laws, rules and regulations. Further, it
is our policy to promote full, fair, accurate, timely and understandable
disclosure in all reports required to be filed with or submitted to the
Commission, as required by applicable laws, rules and regulations then in
effect, and in other public communications made by us.
  2
 
 Covered
Persons may be called upon to provide or prepare necessary information to ensure
that our public reports are complete, fair and understandable. We expect Covered
Persons to take this responsibility seriously and to provide accurate
information related to our public disclosure requirements.
 
 All books
and records shall fully and fairly reflect all of our transactions in accordance
with accounting principles generally accepted in the United States of America,
and any other financial reporting or accounting regulations to which we are
subject. No entries to our books and records shall be made or omitted to
intentionally conceal or disguise the true nature of any transaction. Covered
Persons shall maintain all of our books and records in accordance with our
established disclosure controls and procedures and internal controls for
financial reporting, as such controls may be amended from time to
time.
 
 All
Covered Persons must report any questionable accounting or auditing matters that
may come to their attention. This applies to all operating reports or records
prepared for internal or external purposes, such as sales or backlog
information. If any Covered Person has concerns or complaints regarding
questionable accounting or auditing matters of us, Covered Person shall report
such matters to his or her immediate supervisor. If the immediate supervisor is
involved in the questionable accounting or auditing matter, or does not timely
resolve the Covered Person’s concern, the Covered Person should submit their
concerns to the principal executive officer or the principal financial officer.
If the principal executive officer and the principal financial officer are
involved in the questionable accounting or auditing matter, or do not timely
resolve the Covered Person's concerns, the Covered person should submit his or
her concern directly to the audit committee, if one be established, or to the
board of directors in the absence of a designated audit committee. The reporting
of any such matters may be done on a confidential basis, at the election of the
Covered Person making the report.
 
 VI.Corporate
Opportunities
 
 Directors
and employees are prohibited from taking for themselves opportunities that are
discovered through the use of our property, information or position, or using
our property, information or position for personal gain. Directors and employees
have a duty to us to advance its legitimate interest when the opportunity to do
so arises.
 
 VII. Confidentiality
 
 Directors
and employees must maintain the confidentiality of non-public, proprietary
information regarding us, our customers or its suppliers, and shall use that
information only to further the business interests of us, except where
disclosure or other use is authorized by us or legally mandated. This includes
information disseminated to employees in an effort to keep them informed or in
connection with their work activities, but with the instruction, confidential
labeling, or reasonable expectation that the information be kept
confidential.
 
 VIII. Trading on Inside
Information
 
 Inside
information includes any non-public information, whether favorable or
unfavorable, that investors generally consider important in making investment
decisions. Examples including financial results not yet released, imminent
regulatory approval/disapproval of an alliance or other significant matter such
as the purchase or sale of a business unit or significant assets, threatened
litigation, or other significant facts about a business. No information obtained
as the result of employment at, or a director’s service on the Board of us, may
be used for personal profit or as the basis for a “tip” to others, unless such
information is first made generally available to the public.
 
 IX. Protection and Proper Use of Our
Assets
 
 Directors
and employees should protect our assets and ensure their efficient use. Theft,
carelessness and waste have an adverse impact on our profitability. Our assets
may only be used for legitimate business purposes.
  3
 
 X. Intellectual
Property
 
 We expend
a great deal of time, effort and money to protect our intellectual property. We
are sensitive to issues regarding the improper use of our intellectual property
and avoiding the improper use of intellectual property of others, including but
not limited to copyrights, trademarks, trade secrets and patents. In fulfillment
of our legal obligations with respect to intellectual property rights, we adhere
to copyright laws, including the application of those laws to copyrighted work
in print, video, music, computer software or other electronic formats. Employees
must not make any unauthorized reproduction of any copyrighted
work.
 
 XI. Reporting Violations of the
Code
 
 Any
Covered Person who becomes aware of any violation of this Code must promptly
bring the violation to the attention of the appropriate party as follows:
directors, our principal executive officer and the principal financial officer
shall report on a confidential basis any violations to the chairman of the audit
committee, if one be created, and in the absence of an audit committee, to the
chairman of our board of directors; Executive officers and employees shall
report any violations to our principal executive officer or principal financial
officer..
 
 XII. Compliance with the
Code
 
 All
issues of non-compliance with this Code will be reviewed and evaluated according
to the circumstances and severity of the problem. Senior management will take
such actions as it deems appropriate, which can include disciplinary action up
to and including termination of employment, legal action, and other
measures.
 
 XIII. Waiver of the
Code
 
 Any
waiver of this Code may be made only by the independent directors on the board
of directors, or by an authorized committee of the board of directors comprised
solely of independent directors, and will be disclosed as required by law,
Commission regulations, or the rules and listing standards of any national
securities exchange on which our securities may be listed.
  4