PERFECTENERGY
      INTERNATIONAL LIMITED
              
              CODE
      OF
              
              BUSINESS
      CONDUCT AND ETHICS













TABLE
OF CONTENTS





Page





CODE
      OF BUSINESS CONDUCT AND ETHICSPOLICY
      STATEMENT
              3APPROVALS
      AND WAIVERS
              4COMPLIANCE
      WITH GOVERNMENT AND INDUSTRY REGULATION
              4CONFLICTS
      OF INTEREST
              4BUSINESS
      RELATIONSHIPS
              5CORPORATE
      OPPORTUNITIES
              5FAIR
      COMPETITION
              5GIFTS,
      GRATUITIES, ENTERTAINMENT, AND OTHER CONSIDERATIONS
              5Gifts
              5Loans
              6Meals,
      Entertainment, and Travel
              6Bribes
      and Kickbacks
              6FOREIGN
      CORRUPT PRACTICES ACT
              7POLITICAL
      CONTRIBUTIONS AND LOBBYING
              7ACCURACY
      OF REPORTS, RECORDS AND ACCOUNTS
              7GOVERNMENT
      INVESTIGATIONS
              8INSIDER
      TRADING; COMMUNICATIONS WITH THIRD PARTIES
              9Insider
      Trading
              9Communications
      with the Media and the Financial Community
              9Confidential
      Information
              9TECHNOLOGY
      USE AND PRIVACY
              10Authorization
              10Prohibition
      against Violating Copyright Laws
              10Other
      Prohibited Uses
              10OUR
      WORK ENVIRONMENT
              11ENVIRONMENTAL
              11DISCIPLINARY
      ACTION
              11"WHISTLEBLOWER"
      PROCESS
              11Reporting
      Procedures and Other Inquiries
              11




2
  PERFECTENERGY
INTERNATIONAL LIMITED
 CODE
OF BUSINESS CONDUCT AND ETHICS
  POLICY
STATEMENT
 
 Ethical
business conduct is critical to our business and the responsibility of all of
us. It is the policy of Perfectenergy International Limited to conduct its
affairs in accordance with all applicable laws and regulations.  The
Code of Business Conduct and Ethics (the “Code”) applies to the employees,
officers and directors of Perfectenergy International Limited and its
subsidiaries and any subsidiaries it may form in the future (collectively, the
“Company”).  This
Code of Business Conduct is designed to deter wrongdoing and
promote:
  ·
              honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;
  ·
              full,
      fair, accurate, timely, and understandable disclosure in reports and
      documents the Company files with, or submits to, the Securities and
      Exchange Commission and in other public communications made by the
      Company;
  ·
              compliance
      with applicable governmental laws, rules, and
  regulations;
  ·
              the
      prompt internal reporting to the appropriate person of violations of this
      Code; and
  ·
              accountability
      for adherence to this Code.
  Perfectenergy
International Limited has established standards for behavior that affect the
Company, and employees should pattern their dailyperformancein compliance with those
standards.  The Company promotes ethical behavior and encourages
employees to talk to supervisors, managers, the Chief Compliance Officer, the
General Counsel, or other appropriate personnel when in doubt about the best
course of action in a particular situation.  For purposes of this
Code, the “Chief Compliance Officer” shall be the Chief Executive Officer of the
Company.If
you have any questions about the Code, or are unsure about whether an action or
inaction that you intend to take is permitted under the Code, please contact our
Chief Compliance Officer. Additionally, employees should report violations of
laws, rules, regulations, or the Code to appropriate
personnel.  Employees reporting such violations in good faith will not
be subject to retaliation.  Any employee in or aware of a situation
that he or she believes may violate or lead to a violation of this Code should
follow the guidelines under“Whistleblower Process”below.
  This Code
covers a wide range of business practices and procedures.  It does not
cover every issue that may arise, but it sets out basic principles to guide all
employees of the Company.  Corporate policies and procedures provide
details pertinent to many of the provisions of the Code.  Employees
are expected to be aware of, and to act in accordance with, both the Code and
the Company’s other policies and procedures at all times.
  3
  Part of
your job and ethical responsibility is to help enforce this Code. You should be
alert to possible violations and report possible violations to our Chief
Compliance Officer pursuant to the “Whistleblower Process” described
below.
  Violations
of the law, this Code or other Company policies or procedures can lead to
disciplinary action up to and including employment termination.
  APPROVALS
AND WAIVERS
 
 Certain
provisions of this Code require employees to act, or refrain from acting, unless
prior approval is received from the appropriate person.  Employees
requesting approval pursuant to this Code should request such approval in
writing to the Chief Compliance Officer.  Approvals relating to the
Company’s principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions, must
be obtained from the Company’s Audit Committee.  All other approvals
may be granted by the Chief Compliance Officer.  Employees may contact
the Chief Compliance Officer for additional information on obtaining
approvals.
  Other
provisions of this Code require employees to act, or refrain from acting, in a
particular matter and do not permit exceptions based on obtaining an
approval.  Waiver of those provisions may only be granted by the Audit
Committee, and changes in this Code may only be made by the Board of
Directors.
  COMPLIANCE
WITH GOVERNMENT AND INDUSTRY REGULATION
 
 You must
comply with all applicable federal, state, and local laws, regulations, rules,
and regulatory orders applicable to our business, including healthcare services
laws and regulations.  Each employee, director, agent, contractor, and
consultant must acquire appropriate knowledge of the requirements of his or her
locale relating to his or her duties sufficient to enable him or her to
recognize potential dangers and to know when to seek advice from our legal
counsel.  Violations of laws, regulations, rules, and orders may
subject the employee, director, agent, contractor, or consultant to individual
criminal or civil liability, as well as to discipline by the
Company.   These violations also may subject the Company to civil
or criminal liability and/or the loss of business.
  CONFLICTS
OF INTEREST
 
 Each of
us has a responsibility to the Company, its stockholders, and each other.
Although this duty does not prevent us from engaging in personal transactions
and investments, it does demand that we avoid situations where a conflict of
interest might occur or appear to occur.  We should always strive to
avoid even the appearance of impropriety.
  A
conflict of interest arises any time an employee’s personal interests or
activities influence his or her ability to act in the best interests of the
Company.  All employees must discharge their responsibilities solely
on the basis of what is in the best interest of the Company and independent of
personal consideration or relationships.  Employees must disclose any
potential conflicts of interest to the Chief Compliance Officer or such
officer’s designees, who will advise the employee as to whether or not the
Company believes a conflict of interest exists.
  4
  BUSINESS
RELATIONSHIPS
 
 The
Company seeks to outperform its competition fairly and honestly.  The
Company seeks competitive advantages through superior performance, not unethical
or illegal business practices.  Each employee should endeavor to deal
fairly with the Company's customers, suppliers, competitors, and
employees.  None should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any unfair-dealing practice.
  No
employee may enter into any agreement binding the Company without
authorization.  The Company has institutedcontract and signature
approval policies that identify those individuals who have the authority to
approve and sign certain contracts binding the Company.  If there are
any questions about which employees have signature authority for a given
contract, contact the Chief Compliance Officer or such officer’s
designee.
  CORPORATE
OPPORTUNITIES
 
 Employees,
officers, and directors may not exploit for their own personal gain
opportunities that are discovered through the use of corporate property,
information, or position unless the opportunity is disclosed fully in writing to
our Board of Directors and the Board of Directors declines to pursue such
opportunity.
  FAIR
COMPETITION
 
 Fair
competition laws, including the U.S. antitrust rules, limit what the
Company can do with another company and what the Company can do on its
own.  Generally, the laws are designed to prohibit agreements or
actions that reduce competition and harm consumers.  Employees may not
enter into agreements or discussions with competitors that have the effect of
fixing or controlling prices, dividing and allocating markets or territories, or
boycotting suppliers or customers.
  GIFTS,
GRATUITIES, ENTERTAINMENT, AND OTHER CONSIDERATIONS
 
 Use of
Company funds or other Company property for illegal, unethical, or otherwise
improper purposes is prohibited.  The purpose of business
entertainment and gifts in a commercial setting is to create goodwill and a
sound working relationship, not to gain advantage with customers or
suppliers.
  5
  Gifts
  Except as
set out below and in the Company’s policies, or with approval, employees should
refrain from giving and receiving business-related gifts.
  ·
              No
      employee or agent may solicit or accept a gift (including any payment,
      compensation, loan, or other financial favor) having a value of more than
      US $100 to or from a person or organization with the intention of
      influencing the recipient’s business judgment or conduct.  There
      should always be a business benefit or purpose for accepting any gift or
      participating in a supplier-sponsored activity, and any benefits received
      should not influence, or appear to influence, selection and purchasing
      decisions.
  ·
              It
      is never appropriate or permissible to accept or give cash or a cash
      equivalent from or to a vendor, supplier, or customer outside the
      Company’s normal business.  Cash equivalents include, among
      other things, checks, money orders, and
  vouchers.
  ·
              No
      employee or agent may give business-related gifts having a value greater
      than US $100 to any person or organization on behalf of the
      Company.  Rules relating to U.S. and foreign government
      personnel are more stringent.
  Loans
  Employees
may not accept loans from any person or entities having or seeking business with
the Company.  Executive officers and directors may not receive loans
from the Company, nor may the Company arrange for any loan.  A loan
from a financial institution in ordinary course at normal interest rates
prevailing at the time of borrowing is permissible.
  Meals,
Entertainment, and Travel
  Employees
may provide or accept meals, entertainment, and travel, including attendance at
sporting or cultural events, as long as it is business-related.  The
value of the activity must be reasonable and permissible under the Company’s
expense account procedures.  Each employee should express care to
ensure that such activities are necessary and that their value and frequency are
not excessive under all the applicable circumstances.  Rules relating
to U.S. government personnel are more stringent.
  Bribes
and Kickbacks
  The use
of Company funds, facilities, or property for any illegal or unethical purpose
is strictly prohibited.
  ·
              No
      employee or agent is permitted to offer, give, or cause others to give any
      payments or anything of value for the purpose of influencing the
      recipient’s business judgment or conduct other than facilitating
      payments.
  ·
              Employees
      may not solicit or accept a kickback or bribe, in any form, for any
      reason.
  6
 
 FOREIGN
CORRUPT PRACTICES ACT
 
 The
Company requires full compliance with the Foreign Corrupt Practices Act (“FCPA”)
by all of its employees, directors, agents, contractors, and consultants. All
employees, directors, agents, contractors, and consultants, whether located in
the United States or abroad, are responsible for FCPA compliance and the
procedures to ensure FCPA compliance. All managers and supervisory personnel are
expected to monitor continued compliance with the FCPA to ensure compliance with
the moral, ethical, and professional standards. FCPA compliance includes
maintaining and managing records discussed below.  In addition, no
contract or agreement may be made with any business in which a government
official or employee holds a significant interest, without the prior approval of
our legal counsel.
  POLITICAL
CONTRIBUTIONS AND LOBBYING
 
 No
political contributions are to be made using Company funds or assets to any
political party, political campaign, political candidate, or public official in
the United States or any foreign country, unless the contribution is lawful and
expressly authorized in writing.  In addition, no employee may make a
political contribution on behalf of the Company, or with the appearance that
such contribution is being made on behalf of the Company, unless expressly
authorized in writing.  A “contribution” is any direct or indirect
payment, distribution, loan, advance, deposit, or gift of money, services, or
anything of value in connection with an election or to an organization or group
formed to support or defend a referendum or ballot issue.
  Nothing
in this Code is intended to discourage employees from making contributions of
their own time or funds to political parties or candidates of their
choice.  However, employees will not be compensated or reimbursed by
the Company for any personal contributions.
  Employees
must obtain prior approval to hire outside counsel or a public affairs firm to
contact government officials regarding legislation, regulatory policy, or rule
making.  This includes grassroots lobbying contacts.
  ACCURACY
OF REPORTS, RECORDS, AND ACCOUNTS
 
 The
integrity of our records and public disclosures depends on the accuracy,
completeness, and validity of the information supporting the entries to our
books and records.  All employees are responsible for the accuracy of
such information.  The records and books of account of the Company
shall meet the highest standards and accurately and fairly reflect, in
reasonable detail, our assets, liabilities, revenues, costs, and expenses, as
well as all transactions and changes in assets and
liabilities.  Specifically, the Company requires that:
  ·
              No
      entry shall be made in our books and records that intentionally hides or
      disguises the nature of any transaction or of any of our liabilities, or
      misclassifies any transactions as to accounts or accounting
      periods;
  ·
              Transactions
      shall be supported by appropriate
documentation;
  7
  ·
              The
      terms of commercial transactions shall be reflected accurately in the
      documentation for such transactions, and all such documentation shall be
      reflected accurately in our books and
records;
  ·
              Employees
      shall comply with our system of internal controls;
  and
  ·
              No
      cash or other assets shall be maintained for any purpose in any unrecorded
      or “off the books” fund.
  All
employees must not create false or misleading documents or accounting,
financial, or electronic records for any purpose, and no one may direct an
employee to do so.  For example, expense reports must accurately
document expenses actually incurred in accordance with our
policies.  All employees must not obtain or create “false” invoices or
other misleading documentation or invent or use fictitious entities, sales,
purchases, services, loans, or other financial arrangements for any
purpose.  No employee may take or authorize any action that would
cause our financial records or disclosures to fail to comply with generally
accepted accounting principles, the rules and regulations of the Securities and
Exchange Commission, or other applicable laws rules and
regulations.  All employees are expected to cooperate fully with our
accounting department, as well as our independent public accountants and outside
legal counsel, respond to their questions with candor, and provide them with
complete and accurate information to help ensure our books and records (and
public disclosures) are accurate and complete.
  Our books
and records are relied upon to produce reports for our Board of Directors,
management, stockholders, creditors, and government agencies.  We also
rely on our books and records, particularly those relating to financial and
accounting matters, to prepare periodic reports filed with the Securities and
Exchange Commission.  Employees who handle, collect, provide, or
analyze information for, or contribute in any way to the preparation or review
of the information used in these periodic reports should use their best efforts
to ensure that the information we disclose is full, fair, and
accurate.  No employee should knowingly make (or cause or encourage
any other person to make) any false or misleading statement in any of our
reports filed with the SEC or knowingly omit (or cause or encourage any other
person to omit) any information necessary to make the disclosure in any of our
reports accurate in all material respects.
  GOVERNMENT
INVESTIGATIONS
 
 Employees
must promptly notify counsel of any government investigation or inquiries from
government agencies.
  Employees
must not obstruct the collection of information, data, or
records.  The Company provides information to the government that it
is entitled to during an inspection, investigation, or request for
information.  Employees must not lie to government investigators or
make misleading statements.  Employees must not attempt to cause
another employee to fail to provide accurate information to government
investigators.
  8
  INSIDER
TRADING; COMMUNICATIONS WITH THIRD PARTIES
 
 Employees,
officers, and directors who have access to confidential information are not
permitted to use or share that information for stock trading purposes or for any
other purpose except the conduct of our business.
  Insider
Trading
  Inside
information is material information about a publicly traded company that is not
known by the public.  Information is deemed “material” if it could
affect the market price of a security or if a reasonable investor would attach
importance to the information in deciding whether to buy, sell, or hold a
security.  Inside information typically relates to financial
conditions, such as progress toward achieving revenue and earnings targets or
projections of future earnings or losses of the Company.  Inside
information also includes changes in strategy regarding a proposed merger,
acquisition or tender offer, new products or services, contract awards, and
other similar information.  Inside information is not limited to
information about the Company.  It also includes material non-public
information about others, including the Company’s customers, suppliers, and
competitors.
  Insider
trading is prohibited by law.  It occurs when an individual with
material, non-public information trades securities or communicates such
information to others who trade.  The person who trades or “tips”
information violates the law if he or she has a duty or relationship of trust
and confidence not to use the information.
  Trading
or helping others trade while aware of inside information has serious legal
consequences, even if the insider does not receive any personal financial
benefit.  Insiders may also have an obligation to take appropriate
steps to prevent insider trading by others.
  Communications
with the Media and the Financial Community
  The
Company communicates with the press and with the financial community through
official channels only.  It is our policy to provide accurate and
timely information about our business to investors, the media, and the general
public.  All media inquiries and well as inquiries received from
financial analysts, all legal inquiries, and all inquiries regarding current or
former employees should be referred to our Chief Compliance
Officer.
  Confidential
Information
  One of
the Company’s most important assets is proprietary and confidential
information.  Employees who have access to or have possession of any
proprietary or confidential information entrusted to them should maintain the
confidentiality of such information, except when disclosure is authorized or
legally mandated.  Confidential information includes all non-public
information (whether in written or verbal form), including information that
might be of use to competitors, or harmful to the Company or its customers if
disclosed.
  9
  Employees
should not share confidential information of our collaborators, license
partners, or suppliers with third parties or others within the Company who have
no legitimate business purpose for receiving such
information.  Improper disclosure of such information by an employee
would violate the confidentiality agreement between the employee and the
Company, and could also constitute an illegal act resulting in civil liability
and/or criminal penalties.
  Employees
should take all appropriate measures to avoid inadvertent disclosure of
confidential information.  Materials that contain or might contain
confidential information such as presentations, memoranda, working papers, data
storage devices or disks, and laptop computers should be stored and maintained
in a secure location.  Unauthorized release or posting of information
concerning our business via internet is prohibited, including discussions
(anonymous or not) about the Company’s business in “chat rooms.”  All
Company-related correspondence, e-mail, voicemail, and electronic communications
are presumed to be confidential and should not be disseminated outside of the
Company, except for legitimate business purposes.
  TECHNOLOGY
USE AND PRIVACY
 
 The
Company provides various technology resources (including computers, telephones,
software, copying machines, Internet access, and voice mail) to authorized
employees to assist them in performing their job duties for the
Company.  Each employee has the responsibility to use the Company’s
technology resources in a manner that complies with applicable laws and Company
policies, increases productivity, enhances the Company’s public image, and is
respectful of other employees.
  Authorization
  Access to
the Company’s technology resources is within the sole discretion of the Company
and subject to Company policies.  Generally, employees are given
access to the Company’s various technologies consistent with their job
functions.  The Company reserves the right to limit such access by any
means available to it, including revoking access altogether.
  Prohibition
against Violating Copyright Laws
  Employees
may not use the Company’s technology resources to copy, retrieve, forward, or
send copyrighted materials unless the employee has the author’s permission or is
accessing a single copy only for the employee’s reference.  Violation
of copyright laws is a potential financial and legal liability for both the
Company and the offending employee.
  Other
Prohibited Uses
  Employees
may not use any of the Company’s technology resources for any illegal purpose,
in violation of any Company policy, in a manner contrary to the best interests
of the Company, in any way that discloses confidential or proprietary
information of the Company or third parties on an unauthorized basis, or for
personal gain.
  10
  OUR
WORK ENVIRONMENT
 
 The
Company is firmly committed to providing an equal opportunity in all aspects of
employment and will not tolerate any illegal discrimination or harassment of any
kind.  In addition, the Company strives to provide each employee with
a safe and healthy work environment.  Each employee has responsibility
for maintaining a safe and healthy workplace for all employees by following
health and safety rules and practices and reporting accidents, injuries, and
unsafe equipment, practices, or conditions.
  ENVIRONMENTAL
 
 The
Company must fully comply with all state and federal laws relating to the
protection of the environment in the conduct of its
business.  Employees must use, store, and dispose of all hazardous
materials properly and in accordance with applicable
regulations.  Employees must report, in accordance with Company
policies, all circumstances under which hazardous materials or wastes come in
contact with the environment, are improperly handled or disposed of, or where a
potential violation of law may exist.
  DISCIPLINARY ACTION
 
 Any
employee who violates the provisions of this Code will be subject to
disciplinary action, up to and including termination.  Willful
disregard of criminal statutes underlying this Code may require the Company to
refer such violation for criminal prosecution or civil action.
  “WHISTLEBLOWER”
PROCESS
 
 The
Company is committed to maintaining an atmosphere of open communications and
trust between employees and management. Furthermore, as a public company, the
integrity of our financial information is paramount. Our financial information
guides the decisions of the Board of Directors and is relied upon by our
stockholders and the financial markets. For those reasons, we must maintain a
workplace where employees who reasonably believe that they are aware of conduct
in violation of the Code or our legal duties (including, but not limited to,
questionable accounting, internal accounting controls, or auditing matters, or
the reporting of fraudulent financial information to our stockholders, the
government, or the financial markets) can raise those concerns free of any
harassment, discrimination, or retaliation.
  Reporting
Procedures and Other Inquiries
  Questions
regarding the policies in this Code may be directed to the Chief Compliance
Officer.  Managers and supervisors provide timely advice and guidance
to employees on ethics and compliance concerns and are expected to take a
leadership role in promoting ethical business conduct.  Any employee
having knowledge of, or questions or concerns about, an actual or possible
violation of the provisions of this Code is obligated to immediately report the
matter to his or her immediate supervisor, the Chief Compliance Officer, or the
General Counsel.  In addition, employees may also report suspected
violations of this Code anonymously.
  11
  Employees
with information relating to questionable accounting or auditing matters may
also confidentially, and anonymously if they desire, submit the information in
writing to the Company’s Audit Committee of the Board of Directors at
Perfectenergy International Limited, No. 479 You Dong Road, Xinzhuang Town,
Shanghai 201100, People’s Republic of China.
 
 When
reporting an actual or possible violation, employees will be asked to provide
the time, location, names of the people involved, and other details so that the
Company may conduct an investigation.  The Company prohibits
retaliation or retribution against any person who in good faith reports an
ethical concern.  However, anyone who uses the Code or any compliance
program to spread falsehoods, threaten others, or damage another person’s
reputation will be subject to disciplinary action up to and including
termination.
 
 Employees,
officers, and directors are expected to cooperate fully with any inquiry or
investigation by the Company regarding an alleged violation of this
Code.  Failure to cooperate with any such inquiry or investigation may
result in disciplinary action up to and including termination.
  The
Company shall determine whether violations of this Code have occurred, and if
so, shall determine the disciplinary measures to be taken.  If an
executive officer or director is alleged to have violated this Code, the Chief
Executive Officer and the Board of Directors, respectively, shall determine
whether a violation of this Code has occurred, and shall determine the
disciplinary measures to be taken against such executive officer or director as
a result of such violation.
  This
document is not an employment contract between the Company and its employees,
nor does it modify their employment relationship with the Company.
  This Code
is intended to clarify each employee’s existing obligation for proper
conduct.  The standards and the supporting policies and procedures may
change from time to time in the Company’s discretion.  Each employee
is responsible for knowing and complying with the current laws, regulations,
standards, policies, and procedures that apply to the Company’s
work.
  12
  ACKNOWLEDGEMENT
  I
acknowledge that I have received and read a copy of the Perfectenergy
International Limited Code of Business Conduct and Ethics (the
“Code”).  I understand that I am responsible for knowing and complying
with the policies set forth in the Code during my employment with the
Company.
  I also
acknowledge my responsibility to report any violation of the Code or any of the
Company’s other policies and practices to my supervisor, the Chief Compliance
Officer, or the General Counsel.  I understand that violations of the
Code or of any other Perfectenergy International Limited policy or practice may
be reported anonymously.
  I further
understand that the policies contained in the Code are not intended to create
any contractual rights or obligations, express or implied.  I also
understand that, consistent with applicable law, the Company has the right to
amend, interpret, modify, or withdraw any of the provisions of the Code at any
time in its sole discretion, with or without notice.
  I
understand and agree that my relationship with the Company is “at-will,” which
means that my employment is for no definite period and may be terminated by me
or by the Company at any time and for any reason, with or without cause or
advance notice.  I also understand that the Company may demote or
discipline me, or otherwise alter the terms of my employment, at any time with
or without cause or advance notice.
  Finally,
I understand and agree that the terms of this Acknowledgement, and my at-will
relationship with the Company, may not be modified or superseded except by a
written agreement signed by the President of the Company; that no other employee
or representative of the Company has the authority to enter into any such
agreement; and that any agreement inconsistent with this Acknowledgement or
agreeing to employ me for a specified term will be unenforceable unless in
writing and signed by the Company President.
   Employee
      Name:(please
      print)
  Signature
              
              
              Date
  Title:
              
              Dept.:
   Please
return this completed form to_______________________________ within one week
from the date of your review of these documents.  Thank
you!
  13