EXHIBIT
12.2





CERTIFICATION
PURSUANT TO RULE 13(a)-14(a)





I, Brian
Clewes, certify that:




1. I
have reviewed this Annual Report on Form 20-F for the period ended December 31,
2009 of Carthew Bay Technologies Inc.;





2. Based on
my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;





3. Based on
my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the Company as of, and for, the periods
presented in this report.




4. The
Company’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and
have:





a.
 Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;





b.  Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;





c.
 Evaluated the effectiveness of the company’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and





d.
 Disclosed in this report any change in the company’s internal control over
financial reporting that occurred during the period covered by the annual report
that has materially affected, or is reasonably likely to materially affect, the
company’s internal control over financial reporting; and




5. The
company’s other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the company’s
auditors and the audit committee of the Company’s board of directors (or persons
performing the equivalent functions):











a. All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the company’s ability to record, process, summarize and report
financial information; and




b. Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the company’s internal control over financial
reporting.




Dated:
      September 15, 2010
            By:
            /s/
      Brian ClewesChief
      Financial Officer