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                              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

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      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.