<PAGE>
                                                                    Exhibit 11.1

                       CHINA GRENTECH CORPORATION LIMITED

                                 CODE OF ETHICS

                FOR CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS

The Company is committed to conducting our business in accordance with
applicable laws, rules and regulations and the highest standards of business
conduct, and to full and accurate financial disclosure in compliance with
applicable law. This Code of Ethics, applicable to the Company's Chief Executive
Officer, Chief Financial Officer and Controller (or persons performing similar
functions) (together, "Senior Officers"), sets forth specific policies to guide
you in the performance of your duties.

As a Senior Officer, you must not only comply with applicable law. You also have
a responsibility to conduct yourself in an honest and ethical manner and must
abide by any Company policies and procedures that govern the conduct of our
business. Your leadership responsibilities include creating a culture of high
ethical standards and commitment to compliance, maintaining a work environment
that encourages employees to raise concerns, and promptly addressing employee
compliance concerns.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

You are required to comply with the laws, rules and regulations that govern the
conduct of our business and to report any suspected violations in accordance
with the section below entitled "Compliance With Code Of Ethics."

CONFLICTS OF INTEREST

A conflict of interest occurs when your private interests interfere in any way,
or even appear to interfere, with the interests of the Company. Your obligation
to conduct the Company's business in an honest and ethical manner includes the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships. Before making any investment, accepting any
position or benefits, participating in any transaction or business arrangement
or otherwise acting in a manner that creates or appears to create a conflict of
interest, you must make full disclosure of all facts and circumstances to the
chair of the Audit Committee of the Board of Directors, and obtain the prior
written approval of the Audit Committee of the Board of Directors.

DISCLOSURES

It is Company policy to make full, fair, accurate, timely and understandable
disclosure in compliance with all applicable laws and regulations in all reports
and documents that the Company files with, or submits to, the Securities and
Exchange Commission and in all other public communications made by the Company.
As a Senior Officer, you are required to promote compliance by all employees
with this policy and to abide by



                                       1



<PAGE>
Company standards, policies and procedures designed to promote compliance with
this policy.

COMPLIANCE WITH CODE OF ETHICS

If you know of or suspect a violation of applicable laws, rules or regulations
or this Code of Ethics, you must immediately report that information to any
member of the Audit Committee of the Board of Directors or any member of the
Board of Directors, as appropriate. After reporting such information, you may
conduct an investigation if authorized by the Company's procedures. Company
policy prohibits retaliation against employees because of a good faith report of
a suspected violation.

Violations of this Code of Ethics may result in disciplinary action, up to and
including discharge. The Audit Committee of the Board of Directors shall
determine, or shall designate appropriate persons to determine, appropriate
action in response to violations of this Code.

WAIVERS OF CODE OF ETHICS

If you would like to seek a waiver of the Code of Ethics you must make full
disclosure of your particular circumstances to the Audit Committee of the Board
of Directors. Amendments to and waivers of this Code of Ethics will be publicly
disclosed as required by applicable law and regulations.

NO RIGHTS CREATED

This Code of Ethics is a statement of certain fundamental principles, policies
and procedures that govern the Company's Senior Officers in the conduct of the
Company's business. It is not intended to and does not create any rights in any
employee, customer/client, visitor, supplier, competitor, shareholder or any
other person or entity.



                                       2