Code
of Ethics  APOLLO
SOLAR ENERGY, INC
 CODE
OF ETHICS AND BUSINESS CONDUCT
 Adopted
April 6, 2009


GENERAL. Apollo Solar Energy, Inc. and
its affiliates (the "Company") seek to conduct their business in accordance with
the spirit, as well as the letter, of the law. The Company believes in and
adheres to the highest standards of ethical conduct. Employees are expected to
perform their duties on behalf of the Company anywhere in the world in
accordance with the law and the highest ethical standards. Consistent with this
responsibility, each employee owes the Company undivided loyalty and should
avoid any direct or indirect interest, investment or association which is or
might be detrimental to the Company's interest.
  PURPOSE.
This Code of Conduct is established to set forth the standards which are to
govern employees in the performance of their duties on behalf of the Company and
in their involvement in outside business activities.
  SCOPE.
This Code of Conduct applies to all employees of the Company. No employee shall
undertake indirectly any conduct prohibited by this Code of
Conduct.
  POLICY.
  1. Compliance with Laws and
Standards of Conduct
  It is the
policy of the Company to comply with the laws that apply to its business
everywhere it operates. Each employee, in dealing with contractors, carriers,
suppliers, consultants, customers, fellow workers and other persons doing
business with the Company, or in representing the Company before any
governmental body, shall conduct his or her activities in accordance with the
law and in accordance with the highest ethical standards.
   It is a
primary responsibility of the Chief Executive Officer and other senior officers
of the Company to set the standard for business ethics through the adoption of
appropriate policy and the personal example set by each of them. Each employee,
however, is ultimately responsible for his or her own actions. By accepting
employment with the Company, each employee signifies his or her acceptance of
the obligation to ensure that the Company's standards of conduct are
observed.
  Violation
of this Code of Conduct may in certain circumstances subject the Company and the
individual involved to criminal or civil liability. Whenever the legality or
propriety of any proposed action is subject to question, the employee involved
should obtain advice from his or her supervisor or the Chief Executive
Officer.
  2. Receipt of Loans, Gifts,
Entertainment, Travel and Services
  Under no
circumstances shall any employee or any member of his or her immediate family
accept payments of money from any supplier, customer or other person doing
business with the Company or entertainment, special considerations, discounts or
gifts of materials, equipment, services, facilities or anything else of value
unless (i) they are in each instance in the nature of customary courtesies
usually associated with accepted business practice, (ii) they do not improperly
interfere with the employee's independent judgment in the performance of his or
her employment and (iii) their public disclosure would not embarrass either the
Company or the employee.
  1
 3. Improper
Payments
  No
employee shall authorize, make or participate in a payment of money or a gift of
Company property, services or facilities or anything else of value to (i) any
domestic or foreign governmental agency or official, (ii) any non-governmental
customer or prospective customer or (iii) employees, agents or associates of
such persons for the purpose of promoting or retaining business for the Company
or inducing the recipient to grant favorable treatment to, or forego any claim
against, the Company.
  United
States law prohibits the giving of gifts or making of payments to foreign
officials, candidates or political parties for the purpose of influencing any
act or decision. This prohibition extends to payments or gifts made to any
person if you have reason to believe that such person will offer, give or
promise any part of the payment or gift to any foreign official, candidate or
party. All such payments and gifts are prohibited by this Code of Conduct unless
approved in writing by the Chief Executive Officer.
  This Code
of Conduct specifically prohibits the payment of any fee or commission to
distributors or agents marketing the Company's products where a portion of such
payment is passed on to a governmental agency or a customer, or to officials,
employees or agents of either. Gifts, gratuities and entertainment may be given
by employees, however, if, in addition to being otherwise in accordance with
this Code of Conduct, they are of such limited value and are in such form that
they cannot be characterized as being made for the purpose of improperly
obtaining or retaining business and public disclosure of the facts surrounding
them would not embarrass the Company.
  4. Maintenance of Proper
Records
  All
assets and liabilities and items of revenue and expense of the Company shall be
recorded in its regularly maintained accounting records. No undisclosed or
unrecorded fund or asset of the Company shall be established for any purpose.
Accounting records of the Company must accurately reflect, and be a fair
representation of, the transactions they record in accordance with generally
accepted accounting principles and policies of the Company and in a manner which
will reflect the nature and purpose and amounts thereof. No false or artificial
entry shall be made in the records of the Company for any reason, and no false
statement, written or oral, shall be made in connection with an audit or other
examination of the Company's books or any filing with any governmental
authority. All payments (other than payments covered by normal petty cash
procedures) on behalf of the Company of any amounts required by law or contract
to be made shall be made only by check drawn against a regularly constituted
account of the Company or other commercially acceptable means for transfer of
funds which is supported by written evidence. Any employee having information or
knowledge regarding any violation of this Code of Conduct shall promptly report
such matter to the Chief Executive Officer.
  5. Political
Contributions
  Neither
the Company nor any employee shall make any contribution of Company funds,
materials, equipment, facilities, or services or anything else of value to any
foreign or domestic candidate for public office or any political party or
committee unless (i) the Chief Executive Officer determines that the making of
such contribution is legal in the jurisdiction
in which it is proposed to be made and (ii) each such contribution is
specifically authorized by the Board of Directors of the Company and is
reflected in the minutes of the meeting at which such action was taken.
Employees are free to participate in lawful political activities and to make
personal contributions to political parties, committees or candidates of their
choice.
  2
 6. Conflict of
Interest
  No
employee shall, directly or indirectly, engage in, or have any interest,
financial or otherwise, in any other business enterprise which interferes or is
likely to interfere with the employee's independent exercise of judgment in the
Company's best interest. Generally, a conflict of interest exists when an
employee is involved in an activity:
  a.
              the
      operations of which are in conflict with a present or prospective activity
      of the Company, including research and
  development;
   b.
              which
      provides products or services directly to, or purchases products or
      services from, the Company;
   c.
              which
      subjects the employee to unreasonable time demands that prevent the
      employee from devoting proper attention to his or her responsibilities to
      the Company; or
   d.
              which
      is so operated that the employee's involvement with the outside business
      activity will reflect adversely upon the
  Company.
  Other
situations may arise in which the interest in question is such as to bring it
within the area of potential conflict of interest. In case an employee has any
question concerning whether any activity involves a conflict, he or she should
discuss the situation with his or her supervisor or the Chief Executive
Officer.
  7. Interests in Competitors,
Suppliers or Customers
  No
employee or any member of his or her immediate family shall have a significant
financial interest in a company which does business with the Company or in a
company which is any of the Company's competitors, customers or suppliers.
Generally, a "significant" interest is one which is so substantial by virtue of
its absolute size or relative importance to the employee compared to his or her
income or other investments that it might interfere with the employee's
independent judgment in the Company's best interest. All employees should
consult with the Chief Executive Officer if they have any questions regarding
whether their interest is "significant."
  8. Outside Business
Interests
  No
employee shall undertake any outside business interest without first assuring
that no conflict of interest exists. Generally, an outside business interest is
one which involves an employee in a business enterprise as a director, officer
or significant stockholder. If, in the employee's judgment, a contemplated
outside business interest does not present a conflict of interest, then the
employee should seek Company approval to undertake the contemplated involvement
in the outside business interest through the Chief Executive Officer. In the
event approval is given and the employee becomes involved
in such activity, the employee will have a continuing responsibility for
insuring that no conflict of interest develops. If a conflict should arise in
the future, the employee will be expected to report the conflict of interest to
the Company and terminate the involvement immediately if the conflict of
interest cannot be resolved.
  3
 9. Outside
Employment
  While
outside employment is not encouraged, it is recognized that there are
circumstances in which it is acceptable. No employee, however, shall accept
employment where the possibility of a conflict of interest exists. Under no
circumstances may the Company's materials, services or premises be used in
furtherance of such outside employment. No employee may accept a position as an
officer, director, partner, consultant, representative, agent or employee of a
competitor, supplier or customer of the Company. This prohibition extends to
businesses that deal in areas or product lines that are similar to those of the
Company and businesses that might wish to be a supplier of the Company or have
the Company as a customer.
  10. Confidential and
Proprietary Information
  Each
employee shall take appropriate precautions to safeguard confidential and
proprietary information of the Company. Confidential and proprietary information
includes not only information that is labeled as such, but also information and
data developed in the course of the Company's activities, the disclosure of
which could be harmful to the interests of the Company. Lab notes, product and
business plans, budgets, customer lists, sales forecasts, trade secrets and
design plans, and research and engineering data are examples of confidential and
proprietary information which employees are expected to safeguard. No employee
shall disclose to the Company or induce the Company to use any confidential or
proprietary information of others. No employee, other than specifically
designated representatives of the Company, should speak with the media,
securities analysts, investors or regulatory or governmental agencies without
clearance from the Chief Executive Officer.
  11. Nonpublic
Information
  No
employee who has knowledge of material nonpublic information about the Company
or its plans, gained either within or outside the scope of his or her
employment, may take advantage of such information for personal gain or for the
benefit of others; nor may the employee disclose such information to anyone,
except in the performance of his or her duties on behalf of the Company.
Employees must exercise care not to disclose material nonpublic information
regarding the Company, either intentionally or inadvertently, under any
circumstances. Information is "material" if an investor could consider the
information important in deciding whether to buy, sell or hold securities of the
Company. Employees should consult with the Chief Executive Officer if they are
unsure as to whether they are in possession of material nonpublic
information.
  IMPLEMENTATION
  1. Dissemination of Code of
Conduct
  Each
current employee of the Company will be provided with a copy of the Code of
Conduct, and will be required to submit to the company a signed statement
acknowledging that (i) the employee read and understood the Code of Conduct and
(ii) agrees to comply with its requirements as a condition of employment. All
new employees will receive a copy of the Code of Conduct with their orientation
materials and will also be required to sign a statement acknowledging the
matters stated above.
  2. Employee
Obligations
  4
 Each
employee is required to conduct himself or herself in accordance with the
standards set forth in the Code of Conduct, and to report to his or her
supervisor or the Chief Executive Officer any violations of the Code of Conduct
of which the employee becomes aware. The Code of Conduct operates as an honor
code; it is essential that each employee take responsibility for monitoring
company-wide compliance with the Code of Conduct and reporting any violations.
Employees who do not feel comfortable reporting a suspected violation to their
immediate supervisor should report the violation to the Chief Executive officer
or to a member of the Company's Board of Directors, going as far up the
Company's chain of authority as is necessary to ensure that appropriate
corrective action is being taken. All reported violations will be investigated
and remedial action, depending on the nature of the violation, will be
taken.
  3.
Enforcement
  Each
reported violation of this Code of Conduct will be investigated by the Company.
After investigation, appropriate action will be taken which may include
disciplinary action (including termination) and the reporting of suspected
criminal conduct to appropriate authorities. The intimidation or harassment of
anyone who reports, or is considering reporting, a suspected violation of this
Code of Conduct is a breach of this Code of Conduct and will be dealt with
appropriately.
  4.
Responsibility
  Overall
responsibility for administering and enforcing this Code of Conduct lies with
the Company's Chief Executive Officer. Implementation and regular administration
and enforcement have been delegated to the managers of the Company's various
divisions, departments and subsidiaries. These individuals are responsible for
ensuring that the employees understand the Code of Conduct, all reports of
violations are investigated and that appropriate action is taken.
  EMPLOYEE
STATEMENT OF UNDERSTANDING
  1. By
signing this Statement of Understanding, I hereby acknowledge that I have
received and read the Code of Conduct of Apollo Solar Energy, Inc. (the
"Company") in effect as of the date hereof, I fully understand the policies set
forth therein and I expressly agree to abide by them. I understand that the
execution of this Statement of Understanding is a condition of my employment by
the Company.
  2. I
understand that any failure on my part to abide by the terms and conditions of
the Code of Conduct could lead to disciplinary action by the Company, including
the termination of my employment.
  3. Should
any matter or dealings in which I am now or hereafter become involved, on my own
behalf or as an employee of the Company, appear to conflict with the Code of
Conduct as then in effect, I will promptly disclose the facts relating to such
perceived conflict to the Company, and will take whatever action is required by
the Company to resolve any actual conflict found to exist.
  4. I
understand that the Code of Conduct will be reviewed periodically by the Company
and that the company reserves the right to alter, amend, modify or terminate any
provisions contained in the Code of Conduct at any time without notice to me. I
acknowledge and understand that the obligations which I have undertaken pursuant
to this Statement of Understanding may not be changed, released or terminated,
in whole or in part, except by an instrument signed by a duly authorized officer
of the Company.
  5. This
statement of Understanding supersedes any prior agreement, written or oral,
between the Company and me relating to the matters which are the subject of the
Code of Conduct.
  6. This
Statement of Understanding does not create a contract of employment between the
Company and me.
   5