<PAGE>

                              EXHIBIT NUMBER 14(1)

                            CHINA ENTERPRISES LIMITED

        CODE OF ETHICS FOR CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS

China Enterprises Limited ("the Company") has adopted the following Code of
Ethics specifically for its Chief Executive Officer, its Chief Financial Officer
and its accounting officer or controller (the "Officers").

1.   Each Officer shall endeavor to perform his or her duties to the best of his
     or her knowledge and ability.

2.   Officers shall act in good faith, responsibly, with due care, competence
     and diligence, without misrepresenting material facts or allowing their
     independent judgments to be subordinated.

3.   Officers shall respect the confidentiality of information acquired in the
     course of business, except when authorized or otherwise legally obligated
     to disclose such information. Officers shall not use confidential
     information acquired in the course of business for personal advantage.

4.   Officers are responsible for full, fair, accurate, timely and
     understandable financial disclosure in reports and documents filed by the
     Company with the Securities and Exchange Commission and in other public
     communications made by the Company.

5.   Officers are responsible for the Company's system of internal financial
     controls, and ensuring that the Company's accounting records are maintained
     in accordance with all applicable laws, are proper, supported and
     classified, and do not contain any false or misleading entries. Officers
     shall promptly bring to the attention of the Audit Committee any
     information they may have concerning (a) significant deficiencies in the
     design or operation of internal controls which could adversely affect the
     Company's ability to record, process, summarize and report financial data,
     or (b) any fraud, whether or not material, that involves management or
     other employees who have a significant role in the Company's financial
     reporting, disclosures or internal controls.

6.   Officers shall maintain control over and responsibly manage all assets and
     resources employed or entrusted to the Officer by the Company.

7.   Officers may not compete with the Company and may never let business
     dealings on behalf of the Company be influenced or even appear to be
     influenced--by personal or family interests. Officers shall promptly bring
     to the attention of the Board of Directors any information they may have
     concerning any actual or apparent conflicts of interest between personal
     and professional relationships, involving any management or other employees
     who have a significant role in the Company's financial reporting,
     disclosures or internal controls.

8.   Officers shall proactively promote ethical behavior among employees at the
     Company and as a responsible partner with industry peers and associates.

9.   Officers shall provide constituents with information that is accurate,
     complete, objective, relevant, timely and understandable.

10.  The Company is committed to complying with both the letter and the spirit
     of all applicable laws, rules and regulations. Officers shall promptly
     bring to the attention of the Board of Directors any information they may
     have concerning evidence of a material violation of the securities or other
     laws, rules or regulations applicable to the Company or its employees or
     agents. Officers shall promptly bring to the attention of the Board of
     Directors any information they may have concerning any violation of this
     Code of Ethics.

The Officers are required to adhere to this Code of Ethics at all times. Only
the Board of Directors shall have the authority to amend this Code of Ethics and
only the Board of Directors or a designated Board committee may authorize a
waiver of any part of this Code of Ethics. Any of the Officers who ignores or
violates this Code of Ethics will be subject to corrective action, which may
include immediate dismissal.