CODE OF BUSINESS CONDUCT AND ETHICS
                                       OF
                             ACL SEMICONDUCTORS INC.


EFFECTIVE DATE:    April 12, 2004


                                  INTRODUCTION

ACL Semiconductors Inc. expects that directors, officers and employees will
conduct themselves ethically and properly as a matter or course and comply with
the guidelines set forth below.

This Code of Business Conduct and Ethics (this "Code") is prepared, in large
part, due to the requirements of the Sarbanes-Oxley Act of 2002 and rules of New
York Stock Exchange, NASD Stock Market and/or any exchange upon which the
Company's stock may be traded and is applicable to ACL Semiconductors Inc. and
all direct and indirect U.S. subsidiaries (hereinafter referred to collectively
as the "Company"). Directors, officers and employees of foreign subsidiaries are
also expected to act properly and consistent with country-specific guidelines
developed for such subsidiaries.

This Code exists to provide the Company's directors, officers, employees,
shareholders, suppliers and members of the general public with an official
statement as to how the Company conducts itself internally and in the
marketplace and certain standards that the Company shall require of its
directors, officers and employees.

The Company's Compliance Officer on the Effective Date of this Code is Kenneth
Lap-Yin Chan and the term "Compliance Officer", as used in this Code, refers to
the Company's current Compliance Officer and any subsequent person appointed to
that office.

                                     PURPOSE

This Code is intended to provide a codification of standards that is reasonably
designed to deter wrongdoing and to promote the following:

o    Honest and ethical conduct, including the ethical handling of actual or
     apparent conflicts of interest between personal and professional
     relationships;

o    Full, fair, accurate, timely and understandable disclosure in reports and
     documents that the Company files with, or submits to, the Securities and
     Exchange Commission (the "SEC") and in other public communications made by
     the Company;

o    Compliance with applicable governmental laws, rules and regulations;

o    The prompt internal reporting to an appropriate person or persons
     identified in this Code for violations of this Code; and

o    Accountability for adherence to this Code.




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                                      SCOPE

This Code applies to the Company's Chairman of the Board, Chief Executive
Officer, Chief Financial Officer, Controller and persons performing similar
functions as well as to all directors, officers and employees of the Company. As
used herein, the term "employees" shall be deemed to include each of the
foregoing persons unless specifically stated otherwise or unless the context
clearly indicates otherwise.

                                POLICY PROVISIONS

Under this Code, all directors, officers (including the Company's Chairman of
the Board, Chief Executive Officer, Chief Financial Officer, Controller and
persons performing similar functions) and employees are expected to conduct
business for the Company in the full spirit of honest and lawful behavior and
shall not cause another director, officer, employee or non-employee to act
otherwise, either through inducement or coercion.

I. CONFLICTS OF INTEREST AND OTHER MATTERS

Conflicts of interest may arise when an employee's position or responsibilities
with the Company present an opportunity for personal gain apart from the normal
compensation provided through employment. The following guidelines are provided:

A. PROTECTION AND PROPER USE OF COMPANY FUNDS AND ASSETS

The assets of the Company are much more than its properties, facilities,
equipment, corporate funds and computer systems; they include technologies and
concepts, business strategies and plans, as well as information about its
business. These assets may not be improperly used and/or used to provide
personal benefits for employees. In addition, employees may not provide outside
persons with assets of the Company for the employee's personal gain or in such a
manner as to be detrimental to the Company. Employees should protect the
Company's assets and ensure their efficient and proper use. Theft, carelessness
and waste have a direct impact on the Company's profitability. All Company
assets should be used for legitimate business purposes.

B. CONFIDENTIAL INFORMATION

As part of an employee's job, he/she may have access to confidential information
about the Company, its employees, agents, contractors, customers, suppliers and
competitors. Unless released to the public by management, this information
should not be disclosed to fellow employees who did not have a business need to
know or to non-employees for any reason, except in accordance with established
corporate procedures. Confidential information of this sort includes, but is not
limited to, information or data on operations, business strategies and growth,
business relationships, processes, systems, procedures and financial
information.

C. OUTSIDE FINANCIAL INTERESTS INFLUENCING AN EMPLOYEE'S DECISIONS OR ACTIONS

Employees should avoid any outside financial interest that might influence their
decisions or actions on matters involving the Company or its businesses or
property. Such interests include, among other things: (i) a significant personal
or immediate family interest in an enterprise that has significant business
relations with the Company; or (ii) an enterprise or contract with a supplier,
service-provider or any other company or entity where the employee or a member
of the immediate family of the employee is a principal or financial beneficiary
other than as an


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employee. All such interests should be disclosed by the employee to the
Company's Compliance Officer.

D. OUTSIDE ACTIVITIES HAVING NEGATIVE IMPACT ON JOB PERFORMANCE

Employees should avoid outside employment or activities that would have a
negative impact on their job performance with the Company, or which are likely
to conflict with their job or their obligations to the Company.

E. BUSINESS OPPORTUNITIES; COMPETITIVE INTERESTS; CORPORATE OPPORTUNITIES

No employee may enter into any contract or arrangement, own any interest or be a
director, officer or consultant in or for an entity which enters into any
contract or arrangement (except for the ownership of non-controlling interests
in publicly-traded entities) with the Company for the providing of services to
the Company unless and until the material facts as to the relationship or
interest and the contract or transaction are fully disclosed to the Company's
Compliance Officer and, if approved by the Company, the Company's Compliance
Officer shall provide written confirmation of the approval of said contract or
transaction.

Employees owe a duty to the Company to advance its legitimate interests when the
opportunity arises to do so. Employees should refrain from and shall be
prohibited from: (i) taking for themselves or for their personal benefit
opportunities that could advance the interests of the Company or benefit the
Company when such opportunities are discovered through the use of Company
property, information or position; (ii) using Company property, information or
position for personal gain; or (iii) competing with the Company.

II. DEALING WITH SUPPLIERS, CUSTOMERS AND OTHER EMPLOYEES

The Company obtains and keeps its business because of the quality of its
operations. Conducting business, however, with other employees, suppliers and
customers can pose ethical or even legal problems. The following guidelines are
intended to help all employees make the appropriate decision in potentially
difficult situations.

A. BRIBES AND KICKBACKS

No employee of the Company may ever accept or pay bribes, kickbacks or other
types of unusual payments from or to any organization or individual seeking to
do business with, doing business with or competing with the Company.

B. GIFTS

Employees may accept gifts or entertainment of nominal value as part of the
normal business process if public knowledge of the employee's acceptance could
cause the Company no conceivable embarrassment. Even a nominal gift and/or
entertainment should not be accepted if it might appear to an observer that the
gift and/or entertainment would influence the employee's business decisions. The
term "nominal value" applies to the amount of the gift and/or its frequency;
i.e., frequent gifts, even if of nominal value, are unacceptable. The term
"entertainment" includes, but is not limited to, meals, charitable and sporting
events, parties, plays and concerts. If you have any questions about the
acceptance of entertainment or gifts, ask the Company's Compliance Officer for
advice.


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C. TRAVEL AND ENTERTAINMENT EXPENSES

Employees must comply with the Company's policy on travel and entertainment
expenses as set forth in the Company's policies and procedures, as the same may
be amended or supplemented from time to time.

D. RELATIONS WITH GOVERNMENT PERSONNEL

The Company will not offer, give or reimburse expenses for entertainment or
gratuities (including transportation, meals at business meetings or tickets to
sporting or other events) to government officials or employees who are
prohibited from receiving such by applicable government regulations.

E. PAYMENTS TO AGENTS, CONSULTANTS, DISTRIBUTORS, CONTRACTORS

Agreements with agents, sales representatives, distributors, contractors and
consultants should be in writing and should clearly and accurately set forth the
services to be performed, the basis for earning the commission or fee involved
and the applicable rate or fee. Payments should be reasonable in amount and not
excessive in light of the practice in the trade and commensurate with the value
of services rendered.

F. FAIR DEALING

Each employee should endeavor to deal fairly with the Company's customers,
suppliers, competitors and other employees.

III. BOOKS AND RECORDS

False or misleading entries shall not be made in any reports, ledgers, books or
records of the Company nor shall any misrepresentation be made regarding the
content thereof. No employee may engage in an arrangement that in any way may be
interpreted or construed as misstating or otherwise concealing the nature or
purpose of any entries in the books and records of the Company. No payment or
receipt on behalf of the Company may be approved or made with the intention or
understanding that any part of the payment or receipt is to be used for a
purpose other than that described in the documents supporting the transaction.

IV. COMPETITIVE PRACTICES

In business, it is inevitable that the Company and its competitors will meet and
talk from time to time; this is neither against the law nor to be avoided. What
will not be tolerated is collaboration with competitors in violation of the law
on such things as pricing, production, marketing, inventories, product
development, sales territories and goals, market studies and proprietary or
confidential information.

As a vigorous competitor in the marketplace, the Company seeks economic
knowledge about its competitors; however, it will not engage in illegal acts to
acquire a competitor's trade secrets, financial data, information about company
facilities, technical developments or operations.

V. POLITICAL ACTIVITIES & CONTRIBUTIONS

The Company encourages each of its employees to be good citizens and to
participate in the political process. Employees should, however, be aware that:
(1) federal law and the statutes of


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some states in the U.S. prohibit the Company from contributing, directly or
indirectly, to political candidates, political parties or party officials; and
(2) employees who participate in partisan political activities should ensure
that they do not leave the impression that they speak or act for the Company.

VI. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

The Company proactively promotes compliance by all employees with applicable
laws, rules and regulations of any governmental unit, agency or divisions
thereof and the rules and regulations of the New York Stock Exchange, The NASD
Stock Market and/or any exchange upon which the Company's stock may be traded.
The Company requires its employees to abide by the provisions of applicable law
on trading on inside information and all employees of the Company are directed
to refrain from trading in the Company's stock based on inside information. The
Company requires its employees to abide by applicable law and the Company's
procedures with respect to periods of time within which all or some
cross-section of the Company's employees will be prevented from trading in the
Company' stock. The Company requires its employees to abide by applicable law
and the Company's policies with respect to disclosures of material non-public
information (Regulation FD).

VII. PROTECTION OF EMPLOYEES FROM REPRISAL FOR WHISTLEBLOWING ("WHISTLEBLOWING
POLICY")

A. PURPOSE

To encourage employees to report Alleged Wrongful Conduct.

To prohibit supervisory personnel from taking Adverse Personnel Action against a
Company employee as a result of the employee's good faith disclosure of Alleged
Wrongful Conduct to a Designated Company Officer or Director or to the Company's
Audit Committee. An employee who discloses and subsequently suffers an adverse
Personnel Action as a result is subject to the protection of this Whistleblowing
Policy.

B. APPLICABILITY

All employees of the Company who disclose Alleged Wrongful Conduct, as defined
in this Whistleblowing Policy, and, who, as a result of the disclosure, are
subject to an Adverse Personnel Action.

C. WHISTLEBLOWING POLICY

All employees of the Company are encouraged promptly to report Alleged Wrongful
Conduct. No Adverse Personnel Action may be taken against a Company employee in
Knowing Retaliation for any lawful disclosure of information to a Designated
Company Officer or Director or to the Company's Audit Committee, which
information the employee in good faith believes evidences: (i) a violation of
any law; (ii) fraudulent or criminal conduct or activities; (iii) questionable
accounting or auditing matters or matters; (iv) misappropriation of Company
funds; or (v) violations of provisions of this Code (such matters being
collectively referred to herein as "Alleged Wrongful Conduct").

No supervisor, officer, director, department head or any other employee with
authority to make or materially influence significant personnel decisions shall
take or recommend an Adverse Personnel Action against an employee in Knowing
Retaliation for disclosing Alleged Wrongful Conduct to a Designated Company
Officer or Director or to the Company's Audit Committee.


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D. DEFINITIONS

In addition to other terms as defined above, the terms set forth on EXHIBIT A
attached hereto shall have the meanings set forth thereon for purposes of this
Whistleblowing Policy.

E. MAKING A DISCLOSURE

An employee who becomes aware of Alleged Wrongful Conduct is encouraged to make
a Disclosure to a Designated Company Officer or Director or to the Company's
Audit Committee as soon as possible.

F. LEGITIMATE EMPLOYMENT ACTION

This Whistleblowing Policy may not be used as a defense by an employee against
whom an Adverse Personnel Action has been taken for legitimate reasons or cause.
It shall not be a violation of this Whistleblowing Policy to take Adverse
Personnel Action against an employee whose conduct or performance warrants that
action separate and apart from the employee making a disclosure.

G. WHISTLEBLOWING STATUTES

An employee's protection under this Whistleblowing Policy is in addition to any
protections such employee may have pursuant to any applicable state or federal
law and this Whistleblowing Policy shall not be construed as limiting any of
such protections.

VIII. AUDIT COMMITTEE PROCEDURES - RECEIPT, RETENTION AND TREATMENT OF
COMPLAINTS REGARDING ACCOUNTING, INTERNAL ACCOUNTING CONTROLS OR AUDITING
MATTERS

Pursuant to the requirements of the Sarbanes-Oxley Act of 2002, the Company's
Audit Committee (and in absence of an Audit Committee, the Company's Board of
Directors) has established the following procedures for the receipt, retention
and treatment of complaints by Company employees regarding the Company's
accounting, internal accounting controls or auditing matters.

A. PURPOSE

To promote and encourage Company employees to report complaints, problems or
questionable practices relative to accounting, internal accounting controls or
auditing matters (collectively referred to herein as "Accounting Concerns").

B. APPLICABILITY

All employees of the Company.

C. PROCEDURES

Any Company employee who has, knows of or has reason to know or suspect the
existence of any Accounting Concern is encouraged to report such Accounting
Concern, promptly and in writing, to the Company's Compliance Officer and the
Audit Committee (and in the absence of the Audit Committee, the Company's Board
of Directors) at the following address:


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Compliance Officer
ACL Semiconductors Inc.
B24-B27,1/F, Block B, Proficient Industrial Centre
6 Wang Kwun Road, Kowloon, Hong Kong

with a copy to:

Chairman of the Board of Directors
ACL Semiconductors Inc.
B24-B27,1/F, Block B, Proficient Industrial Centre
6 Wang Kwun Road, Kowloon, Hong Kong


Submissions by Company employees of Accounting Concerns may be signed by the
employee or may be anonymous. Submissions by Company employees of Accounting
Concerns should be sufficiently detailed so as to provide the necessary
information to the Company's Audit Committee as to the nature of the Accounting
Concerns, the violation or potential violation of any federal or state law or
regulation or the nature of any questionable accounting or auditing practice or
matter. Company employees are encouraged to include as much factual data as
possible in any submissions of Accounting Concerns and Company employees shall
not utilize the submission of an Accounting Concern for the sole purpose of
harassing another Company employee or officer. Submissions by Company employees
of Accounting Concerns shall be copied by the Compliance Officer's
Administrative Assistant and retained in a file entitled "Accounting Concerns
Report File" to be kept separate from the files of the Company's Accounting
Department.

The Chairman of the Audit Committee (or in the absence of an Audit Committee,
the Chairman of the Board of Directors) shall review and investigate or cause to
be investigated each submission by Company employees of Accounting Concerns that
suggests any violation of Company policies, violation of any federal or state
laws or regulations or any questionable accounting or auditing practice or
matter. The Chairman of the Audit Committee (or in the absence of an Audit
Committee, the Chairman of the Board of Directors) may utilize the services of
the Company's outside legal counsel in any such investigations. In the event the
Chairman of the Audit Committee (or in the absence of an Audit Committee, the
Chairman of the Board of Directors) shall determine that any Accounting Concern
is of sufficient veracity and significance so as to mandate any action by the
Company, the Chairman of the Audit Committee (or in the absence of an Audit
Committee, the Chairman of the Board of Directors) shall report the Accounting
Concern to the Audit Committee and, if necessary, to the Company's Board of
Directors with a recommendation as to specific action to be taken. In extreme
cases where an Accounting Concern has been reported that involves a violation or
potential violation of federal or state laws or regulations and the Chairman of
the Audit Committee (or in the absence of an Audit Committee, the Chairman of
the Board of Directors) has determined that such report is accurate or that
sufficient evidence exists to create a significant concern as to whether such
violation has occurred or will occur, the Chairman of the Audit Committee (or in
the absence of an Audit Committee, the Chairman of the Board of Directors) may
report such Accounting Concern to the appropriate government authority.

D. PROTECTIONS

Company employees who submit reports of Accounting Concerns shall be entitled to
the protection of the Whistleblowing Policy set forth above.


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IX. PUBLIC COMPANY REPORTING

As a public company, it is important that the Company's filings with the SEC and
other public disclosures of information be complete, fair, accurate and timely.
An employee, officer or director of the Company may be called upon to provide
necessary information to ensure that the Company's public reports are complete,
fair and accurate. The Company expects each Company employee, officer and
director to take this responsibility seriously and to provide prompt, complete,
fair and accurate responses to inquiries with respect to the Company's public
disclosure requirements. With respect to the Company's employees, officers and
directors who may be participating in the preparation of reports, information,
press releases, forms or other information to be publicly disclosed through
filings with the SEC or as mandated by the SEC, such employees, officers and
directors are expected to use their diligent efforts to ensure that such
reports, press releases, forms or other information are complete, fair, accurate
and timely.

X. COMPLIANCE AND DISCIPLINE

All Company employees are required to comply with this Code. Employees are
expected to report violations of this Code and assist the Company, when
necessary, in investigating violations. All department heads, managers and
supervisors are charged with the responsibility of supervising their employees
in accordance with this Code.

Failure to comply with this Code will result in disciplinary action that may
include suspension, termination, referral for criminal prosecution and/or
reimbursement to the Company for any losses or damages resulting from the
violation. The Company reserves the right to terminate any employee immediately
for a single violation of this Code.

All employees of the Company may be asked from to time to reaffirm their
understanding of and willingness to comply with this Code by signing an
appropriate certificate (see Appendix A).

XI. ADOPTION, AMENDMENT AND WAIVER

A. ADOPTION AND AMENDMENT

This Code has been adopted by the Company's Board of Directors and may be
changed , altered or amended at any time. The interpretation of any matter with
respect to this Code by the Board of Directors shall be final and binding.

B. WAIVER

Waivers of the provisions of this Code may be granted or withheld from time to
time by the Company in its sole discretion. Waivers are only effective if set
forth in writing after full disclosure of the facts and circumstances
surrounding the waiver. Waivers for the benefit of directors and executive
officers must be approved by the Board of Directors and will be publicly
disclosed by the Company. All other waivers may be approved by the Compliance
Officer and may be publicly disclosed by the Company.

NO EMPLOYMENT CONTRACT

Nothing contained herein shall be construed as limiting the Company's right to
terminate an employee immediately for any reason. This Code does not provide any
guarantees of continued employment, nor does it constitute an employment
contract between the Company and any employee.


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                                   APPENDIX A
                                   ----------

                               EMPLOYEE STATEMENT

I acknowledge having received a copy of the Company's Code of Business Conduct
and Ethics. I have read it completely and I understand that the Code applies to
me. I understand the Code does not constitute an employment contract and I agree
to comply fully with each of the provisions of the Code, including such changes
to the Code as the Company may announce from time to time. I have reviewed with
my department head or the Compliance Officer any matters concerning ownership or
other activities which are required to be disclosed to the Company by the Code.

Employee Name ___________________________________________________

Employee Signature ______________________________________________

Date ____________________________________________________________







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                                    EXHIBIT A

                     DEFINED TERMS -- WHISTLEBLOWING POLICY

1. "Adverse Personnel Action": an employment-related act or decision or a
failure to take appropriate action by a supervisor or higher level authority
which affects an employee negatively as follows:

(a) Termination of employment;
(b) Demotion;
(c) Suspension;
(d) Written reprimand;
(e) Retaliatory investigation;
(f) Decision not to promote;
(g) Receipt of an unwarranted performance rating;
(h) Withholding of appropriate salary adjustments;
(i) Elimination of the employees' position, absent an overall reduction in work
    force, reorganization, or a decrease in or lack of sufficient funding,
    monies, or work load; or
(j) Denial of awards, grants, leaves or benefits for which the employee is then
    eligible.

2. "Disclosure": oral or written report by an employee to a Designated Company
Officer or Director or to the Company's Audit Committee of Alleged Wrongful
Conduct.

3. "Knowing Retaliation": An Adverse Personnel Action taken by a supervisor or
other authority against an employee where such employee's prior disclosure of
Alleged Wrongful Conduct is a direct or indirect reason or basis for the Adverse
Personnel Action.

4. "Designated Company Officer or Director": The Company's Compliance Officer,
any executive officer of the Company of the level of Senior Vice President or
above and any member of the Company's Board of Directors.