**Exhibit
        12.1**
  **CERTIFICATION**
  I,
        Peter
        A. J. Gardiner, certify that:
  1.  I
        have
        reviewed this annual report on Form 20-F of Zindart Limited;
  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)) 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)  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
  c)  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 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 function):
  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.
  
  
  /s/  PETER
        A.J. GARDINER
  Peter
        A.
        J. Gardiner
 *Executive
        Chairman of the Board of Directors*
  Dated:
        July 11, 2005