EXHIBIT NUMBER 14(1)
 CHINA ENTERPRISES LIMITED
 CODE OF ETHICS FOR CHIEF EXECUTIVE AND SENIOR FINANCIAL
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




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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.