EXHIBIT
31.2: Rule 13a-14(a) Certification





I, Du
Song, certify that:





1.  I
have reviewed this quarterly report on Form 10-Q of Xinyinhai Technology,
Ltd.;




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 registrant as
of, and for, the periods presented in this  report;





4.  The
registrant’s other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) and internal controls over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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 controls over financial reporting, or caused such internal
controls 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 registrant’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 registrant’s internal controls over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and





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





a)  All
significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting which are reasonably likely
to  adversely affect the registrant’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 registrant’s internal controls over financial
reporting.





Date:
      November 16, 2009
            /s/ Du
      SongDu
      Song, Chief Financial Officer