Exhibit 99.1



                         CHINA AUTOMOTIVE SYSTEMS, INC.

                           CODE OF CONDUCT AND ETHICS

Dear Officer, Director or Employee:

  China  Automotive  Systems,  Inc.'s  reputation  for ethical,  moral and legal
  business  conduct  is one of its most  valuable  assets.  We have  built  this
  reputation by conducting our business with honesty and integrity.  To reaffirm
  this long-standing  practice, we have adopted this Code of Conduct and Ethics,
  which applies to our officers, directors and employees.

  Every one of us is responsible  for adhering to these  guidelines in our daily
  lives as directors,  officers or employees of China Automotive  Systems,  Inc.
  and/or its subsidiaries ("Company") and for making every effort to ensure that
  our rules of conduct are respected by all.  Ultimately,  we rely on you to use
  good judgment and care in the  performance  of your job  responsibilities.  In
  exercising your judgment, you should consider the Code's guidelines as well as
  its intent and spirit.  It goes without saying that conduct  contrary to these
  rules is punishable by disciplinary action up to and including termination.

  If you  have  questions  about  the  Code  or its  application  to a  specific
  situation,  you  should  contact  your  supervisor  or  your  Human  Resources
  Representative.



                                                    ----------------------------
                                                    Hanlin Chen
                                                    Chief Executive Officer

We Comply with the Law

  As officers,  directors and/or employees of a global company,  each of us must
  comply with the letter and spirit of every applicable  local,  state,  federal
  and  foreign  law or  regulation.  Violations  of these laws can be  extremely
  costly  to  us  and  can  subject  us to  criminal  penalties.  Each  of us is
  responsible for understanding the laws and regulations that relate to our job.
  Certain laws demand the  attention of all  employees,  officer and  directors.
  These include the following.

    o Securities  Laws - You may not buy,  sell or  recommend  to  others  China
      Automotive  Systems,  Inc. stock or any other  company's stock if you have
      "material  inside  information".  Engaging in securities  trading while in
      possession of such  information  is a violation of both civil and criminal
      law. Material inside  information is any information that, if it were made
      public, could affect any investor's decision to buy or sell the stock of a
      company. All such information should be kept strictly confidential.

<PAGE>

    o Antitrust  Laws  -  Antitrust  laws  generally  prohibit  agreements  with
      competitors,  suppliers or customers that constitute unlawful restraint of
      trade,  as well as  price  discrimination.  This is a  complex  area,  and
      officers,  directors  and  employees  (such  as  those  in  sales),  whose
      activities cause them to confront these issues must familiarize themselves
      with the antitrust laws.


    o Laws  Governing  International   Activities  -  If  you  are  involved  in
      international  activities,  you must be familiar with the Foreign  Corrupt
      Practices Act. This Act generally  prohibits payments to foreign officials
      to induce  actions by them and requires us to maintain  accurate books and
      records and a system of internal  controls.  We are prohibited from taking
      any action in support of an  international  boycott not  sanctioned by the
      U.S.   government.   If  you  are  involved  in  exports,   including  the
      transmission  of  technical  data over the  Internet  or other  electronic
      means,  you must be  familiar  with the export laws and our  policies  and
      procedures.


    o Employment Laws - We are committed to providing a work environment that is
      free from all forms of  discrimination,  including  sexual  harassment and
      harassment based on race,  color,  religion,  sex,  national origin,  age,
      disability or other protected  status. We provide equal opportunity in all
      of our  employment  practices  and seek to  ensure  that each one of us is
      treated with fairness and dignity.


    o Occupational  Health and Safety and Environmental  Laws - We are committed
      to providing a healthy and safe work environment. Each of us must abide by
      company standards in safety matters, do our part to maintain a healthy and
      safe work  environment  and take the  necessary  steps to  ensure  our own
      safety  and the  safety  of  others.  We do not  condone,  and we will not
      tolerate,  illegal drug use or abuse of alcohol by our employees.  We also
      respect and protect the environment.  Therefore, each of us must adhere to
      environmental laws and regulations.

We Avoid Conflicts of Interest

  A  conflict  of  interest  exists  when  an  individual's  duty  of  undivided
  commercial  loyalty to the  Company is or is  perceived  to be  prejudiced  by
  actual or  potential  personal  benefit  from  another  source.  Conflicts  of
  interest may result directly through your activities or indirectly through the
  activities of a family  member,  a person  sharing your  household or a person
  with  whom  you are  associated.  Generally,  you may not  solicit  or  accept
  salaries,  fees,  commissions  or any  other  type of  compensation  from  any
  individual or organization that conducts or seeks to conduct business with the
  Company or one of our  competitors,  and you may not have a financial or other
  interest in those who deal with the Company. You may not make a loan or extend
  credit to or receive a loan or credit  from  those who deal with the  Company.
  You must not directly or  indirectly  attempt to influence any decision of the
  company in order to derive a personal or financial benefit.  In case of doubt,
  ask.


<PAGE>

We Protect Confidential Information

  Data,  information and documents pertaining to the Company may be used only in
  the performance of your duties and may be disclosed or communicated to persons
  outside of the Company  only to the extent that the  information  is needed by
  them in connection with their business relations with the Company. Each of you
  is required to keep this information  confidential  during our employment with
  the Company and after our employment terminates. This information includes our
  design and  manufacturing  technology,  other  intellectual  property  we use,
  business and  financial  information  pertaining to sales,  earnings,  balance
  sheet items, business forecasts,  business plans,  acquisition  strategies and
  other information of a confidential  nature. Any contact from the media should
  be referred to the Company's investor relations  department or Chief Executive
  Officer, and none of you should speak with the media.

We Do Not Make or Accept Improper Payments or Gifts

  Improper  payments  include  anything of more than nominal  value given to any
  person  to  obtain  preferential  treatment  for the  Company  or an  officer,
  director or  employee.  You may not solicit or accept  gifts or favors of more
  than  nominal  value from  persons who deal or seek to deal with the  Company.
  Likewise, you may not give such gifts or favors to these persons.

We Do Not Use Company Assets or Funds for Political Contributions

  No person may use funds or assets of the Company to support a political party,
  committee or candidate. We will not reimburse officers, directors or employees
  for  political  contributions,   and  the  Company  does  not  make  political
  contributions. If you wish to participate in political activities, you must do
  so during non-work hours and away from the Company property.

We Respect the Company and Each Other

  Respect for the Company  means not only  avoiding  misuse of Company funds and
  property,  it includes  identifying  misuse and waste by others,  creating and
  maintaining accurate books and records,  safeguarding all types of information
  about the Company,  complying with our document  retention  policy,  complying
  with internal  controls and  procedures and avoiding  conduct that  interferes
  with our  functioning in our position to the best of our ability.  Respect for
  others  means   respecting  their  property,   their   self-esteem  and  their
  contributions to the overall success of the Company.

<PAGE>

We Acknowledge Special Ethical Obligations for Financial Reporting

  As a public company,  it is of critical  importance that the Company's filings
  with the  Securities  and  Exchange  Commission  be accurate and timely and be
  prepared  in  accordance  with  generally  accepted   accounting   principles.
  Depending on their position with the Company, employees, officers or directors
  may be called upon to provide  information to assure that the Company's public
  reports and other public communications are complete, fair and understandable.
  The Company expects all of its personnel to take this responsibility seriously
  and to provide prompt and accurate answers to inquiries  related to its public
  disclosure requirements.  The Chief Executive Officer, Chief Financial Officer
  and finance  department  personnel have a special role both to adhere to these
  principles  themselves and also to insure that a culture exists throughout the
  Company as a whole that insures the fair and timely reporting of our financial
  results and  condition.  The Chief  Executive  Officer and finance  department
  personnel,  in addition to  adhering to all other  provisions  of this Code of
  Conduct and Ethics,  are responsible for promptly bringing to the attention of
  the Audit  Committee  any material  information  of which he or she may become
  aware that affects the  disclosures  made by the Company in its public filings
  or otherwise assisting the Audit Committee in fulfilling its  responsibilities
  as specified in its Charter.

Implementation and Reporting Obligations

  Adherence to the Code of Conduct and Ethics is the obligation of each officer,
  director  and  employee.  The Company will  consistently  enforce this Code of
  Conduct and Ethics  through  appropriate  disciplinary  means.  Any failure to
  comply with the Code will not be  tolerated  and will  result in  disciplinary
  action, which may include termination of employment.

  In the event any officer,  director or employee  believes that the Company has
  engaged or is about to engage in any  activity  which  violates  any  foreign,
  federal, state, or local law, rule or regulations,  such officer,  director of
  employee shall promptly advise the Audit Committee.

  Pursuant  to  procedures  adopted by it, the Audit  Committee  will  determine
  whether  violations of the Code have  occurred and, if so, will  determine the
  disciplinary measures to be taken against any director,  officer,  employee or
  agent of the Company who has violated the Code.  Disciplinary measures,  which
  may be invoked at the discretion of the Audit Committee  include,  but are not
  limited to, counseling,  oral or written  reprimands,  warnings,  probation or
  suspension  without  pay,  demotions,  reductions  in salary,  termination  of
  employment and restitution.

  The  Company  will not permit  retaliation  of any kind on or on behalf of the
  Company  against an officer,  director or employee,  as a result of good faith
  reporting  or an actual or  suspected  violation  of this Code of Conduct  and
  Ethics or any standard of ethical and lawful conduct.  Retaliation is itself a
  violation  of this Code.  Any such  retaliation  shall be  reported  using the
  reporting procedures outlined above.

<PAGE>

  Persons subject to disciplinary  measures include,  in addition to each actual
  violator,  others  involved in the wrongdoing such as (i) individuals who fail
  to use  reasonable  care to  detect a  violation,  (ii)  individuals  who,  if
  requested to divulge information,  withhold material  information  regarding a
  violation,  and (iii) supervisors who approve or condone violations or attempt
  to retaliate against those reporting violations or violators.

  If you have any  questions  about the Code or how it applies  to a  particular
  situation or  transaction,  you should  contact your  supervisor or your Human
  Resources representative.

  If you become  aware of a situation  that you believe may be in conflict  with
  the Code,  you  should  immediately  contact  your  supervisor  or your  Human
  Resources representative. We will keep the information that you provide during
  an investigation confidential to the greatest extent possible.

Amendment and Waiver

  The Code may not be waived or amended  with  respect to directors or executive
  officers.