AMENDED
AND RESTATED


CODE
OF ETHICS


OF


CHINA
PRECISION STEEL, INC.





I. Objectives




China
Precision Steel, Inc. and its subsidiaries (together, the “Company”) is
committed to the highest level of ethical behavior.  The Company’s
business success depends upon the reputation of the Company and its directors,
officers and employees to perform with the highest level of integrity and
principled business conduct.




This Code
of Ethics (“Code”) applies to all
directors, officers and employees of the Company, including the Company’s
principal executive officer and principal financial officer, (collectively, the
“Covered
Persons”).  This Code is designed to deter wrongdoing and to
promote all of the following:





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





·
            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 “Commission”),
      and in other public communications made by the
  Company;





·
            compliance
      with applicable governmental laws, rules and
  regulations;





·
            the
      prompt internal reporting to an appropriate person or persons identified
      herein for receiving notice of violations or potential violations of this
      Code; and





·
            accountability
      for adherence to this Code.





Current
versions of the Code will be maintained on the Company’s Website and distributed
periodically to all Covered Persons.  Compliance with the Code is,
first and foremost, the individual responsibility of every Covered
Person.




This Code
is not intended to cover every applicable law, or to provide answers to all
questions that might arise; for such, the Company relies on each person’s sense
of what is right, including a sense of when it is appropriate to seek guidance
from others on an appropriate course of conduct.




II. Honest And Ethical
Conduct




Each
Covered Person must always conduct himself or herself in an honest and ethical
manner.  Each Covered Person must act with the highest standards of
personal and professional integrity and must not tolerate others who attempt to
deceive or evade responsibility for actions.  Honest and ethical
conduct must be a driving force in every decision made by a Covered Person while
performing his or her duties for the Company.  When in doubt as to
whether an action is honest and ethical, each Covered Person shall seek advice
from his or her immediate supervisor or senior management, as
appropriate.




III. Conflicts Of
Interest




The term
“conflict of interest” refers to any circumstance that would cast doubt on a
Covered Person’s ability to act objectively when representing the Company’s
interest.  Covered Persons should not use their position or
association with the Company for their own or their family’s personal gain, and
should avoid situations in which their personal interests (or those of their
family) conflict or overlap, or appear to conflict or overlap, with the
Company’s best interests.







The
following are examples of activities that give rise to a conflict of
interest.  These examples do not in any way limit the general scope of
the Company’s policy regarding conflicts of interest.




·
            Where
      a Covered Person’s association with (or financial interest in) another
      person or entity would reasonably be expected to interfere with the
      Covered Person’s independent judgment as to the Company’s best interest,
      that association or financial interest creates a conflict of
      interest.





·
            The
      holding of a financial interest by a Covered Person in any present or
      potential competitor, customer, supplier, or contractor of the Company
      creates a conflict of interest, except where the business or enterprise in
      which the Covered Person holds such financial interest is publicly owned,
      and the financial interest of the Covered Person in such public entity
      constitutes less than one percent (1%) of the ownership of that business
      or enterprise.





·
            The
      acceptance by a Covered Person of a membership on the board of directors,
      or serving as a consultant or advisor to any board or any management, of a
      business that is a present or potential competitor, customer, supplier, or
      contractor of the Company, creates a conflict of interest, unless such
      relationship is pre-approved in writing by the principal executive officer
      of the Company.





·
            Engaging
      in any transaction involving the Company, from which the Covered Person
      can benefit financially or otherwise, apart from the usual compensation
      received in the ordinary course of business, creates a conflict of
      interest.  Such transactions include lending or borrowing money,
      guaranteeing debts, or accepting gifts, entertainment, or favors from a
      present or potential competitor, customer, supplier, or contractor of the
      Company.





·
            The
      use or disclosure of any unpublished information regarding the Company,
      obtained by a Covered Person in connection with his or her employment for
      personal benefit, creates a conflict of
  interest.




It is our
policy and it is expected that all Covered Persons should endeavor to avoid all
situations that present an actual or apparent conflict of
interest.  All actual or apparent conflicts of interest must be
handled honestly and ethically.  If a Covered Person suspects that he
or she may have a conflict of interest, that Covered Person is required to
report the situation to, and to seek guidance from, his or her immediate
supervisor or senior management, as appropriate.  For purposes of this
Code, directors, the principal executive officer, and the principal financial
officer shall report any such conflict or potential conflict situations to the
chairman of the audit committee, if one is created, and in the absence of an
audit committee, to chairman of the board of directors.  Officers
(other than the principal executive officer and principal financial officer) and
employees of the Company shall report any such situations to their immediate
supervisor.  It is the responsibility of the audit committee chairman
or the chairman of the board, as applicable, to determine if a conflict of
interest exists or whether such situation is likely to impair the Covered
Persons ability to perform his or her assigned duties with the Company, and if
such situation is determined to present a conflict, to determine the necessary
resolution.




IV. Compliance With Applicable Laws,
Rules And Regulations




Full
compliance with the letter and the spirit of all applicable governmental laws,
rules and regulations, and applicable rules and listing standards of any
national securities exchange on which the Company’s securities may be listed, is
one of the foundations on which this Company’s ethical policies are
built.  All directors and executive officers of the Company must
understand and take responsibility for the Company’s compliance with the
applicable governmental laws, rules and regulations of the cities, states and
countries in which the Company operates, and for complying with the applicable
rules and listing standards of any national securities exchange on which the
Company’s securities may be listed.


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V. Rules To Promote Full, Fair,
Accurate, Timely and Understandable Disclosure




As a
public Company, the Company has a responsibility to report financial information
to security holders so that they are provided with accurate information in all
material respects about the Company’s financial condition and results of
operations.  It is the policy of the Company to fully and fairly
disclose the financial condition of the Company in compliance with applicable
accounting principles, laws, rules and regulations.  Further, it is
the Company’s policy to promote full, fair, accurate, timely and understandable
disclosure in all Company reports required to be filed with or submitted to the
Commission, as required by applicable laws, rules and regulations then in
effect, and in other public communications made by the Company.




Covered
Persons may be called upon to provide or prepare necessary information to ensure
that the Company’s public reports are complete, fair and
understandable.  The Company expects Covered Persons to take this
responsibility seriously and to provide accurate information related to the
Company’s public disclosure requirements.




All books
and records of the Company shall fully and fairly reflect all Company
transactions in accordance with accounting principles generally accepted in the
United States of America, and any other financial reporting or accounting
regulations to which the Company is subject.  No entries to the
Company’s books and records shall be made or omitted to intentionally conceal or
disguise the true nature of any transaction.  Covered Persons shall
maintain all Company books and records in accordance with the Company’s
established disclosure controls and procedures and internal controls for
financial reporting, as such controls may be amended from time to
time.




The
Company is committed to develop and operate a system of internal control policy
over financial reporting and accounting record, to ensure all internal
transactions are properly authorized and recorded, and are compliant with all
applicable laws.  The internal controls include but are not limited to
written policies and procedures, superior examination and monitoring, budget
control and other inspection and settlement.  The Company is committed
to develop and operate a system of disclosure procedures to ensure that all
information is disclosed in accordance with applicable rules and
regulations.





All
Covered Persons must report any questionable accounting or auditing matters that
may come to their attention. This applies to all reports or records prepared for
internal or external purposes.  If any Covered Person has concerns or
complaints regarding questionable accounting or auditing matters of the Company,
Covered Person shall report such matters to his or her immediate
supervisor.  If the immediate supervisor is involved in the
questionable accounting or auditing matter, or does not timely resolve the
Covered Person’s concern, the Covered Person should submit their concerns to the
principal executive officer or the principal financial officer.  If
the principal executive officer and the principal financial officer are involved
in the questionable accounting or auditing matter, or do not timely resolve the
Covered Person's concerns, the Covered person should submit his or her concern
directly to the audit committee, if one be established, or to the board of
directors in the absence of a designated audit committee.  The
reporting of any such matters may be done on a confidential basis, at the
election of the Covered Person making the report.




VI.
Competition and Fair Dealing





The
Company seeks to outperform its competitors fairly and honestly.  The
Company does not seek competitive advantages through illegal or unethical
business practices.  Each Covered Person shall endeavor to deal fairly
with the Company’s customers, service providers, suppliers, competitors and
employees.  No Covered Person shall take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any unfair dealing
practice.


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The
purpose of business entertainment and gifts in a commercial setting is to create
good will and sound working relationships, not to gain unfair advantage with
customers.  No gift or entertainment should ever be offered, given,
provided or accepted by any Company employee, family member of an employee or
agent unless it: (i) is not a cash gift, (ii) is consistent with customary
business practices, (iii) is not excessive in value, (iv) cannot be construed as
a bribe or payoff, and (v) does not violate any laws or
regulations.  Please discuss with the Company’s Chief Financial
Officer any gifts which you are not certain are appropriate.





VII. Corporate
Opportunities




Covered
Persons are prohibited from taking for themselves opportunities that are
discovered through the use of Company property, information or position, or
using Company property, information or position for personal
gain.  Covered Persons have a duty to the Company to advance its
legitimate interest when the opportunity to do so arises.




VIII. Confidentiality




Covered
Persons must maintain the confidentiality of non-public, proprietary information
regarding the Company, its customers or its suppliers, and shall use that
information only to further the business interests of the Company, except where
disclosure or other use is authorized by the Company or legally
mandated.  This includes information disseminated to employees in an
effort to keep them informed or in connection with their work activities, but
with the instruction, confidential labeling, or reasonable expectation that the
information be kept confidential.




IX. Trading on Inside
Information




Inside
information includes any non-public information, whether favorable or
unfavorable, that investors generally consider important in making investment
decisions.  Examples include financial results not yet released,
imminent regulatory approval/disapproval of an alliance or other significant
matter such as the purchase or sale of a business unit or significant assets,
threatened litigation, or other significant facts about a
business.  No information obtained as the result of employment at, or
a director’s service on the Board of, the Company may be used for personal
profit or as the basis for a “tip” to others, unless such information has
previously been made generally available to the public, and even in such
circumstances, such information may be subject to other duties.




X. Protection and Proper Use of Company
Assets




Covered
Persons should protect the Company’s assets and ensure their efficient
use.  Theft, carelessness and waste have an adverse impact on the
Company and its profitability.  Company assets may only be used for
legitimate Company business purposes.




XI.
Foreign Corrupt Practices Act (“FCPA”)




The FCPA
prohibits the making of a payment and/or the offering of anything of value to
any foreign government official, government agency, political party or political
candidate in exchange for a business favor or when otherwise intended to
influence the action taken by any such individual or agency or to gain any
competitive or improper business advantage.  Prohibitions of the FCPA
apply to actions taken by all Covered Persons and by all outside parties engaged
directly or indirectly by the Company (e.g., consultants, professional advisers,
etc.).  Given the complexity of the FCPA and the severe penalties
associated with its violation, all Covered Persons are urged to contact the
Company’s Chief Financial Officer at any time with any questions concerning the
Company’s and their obligations under and in compliance with the
FCPA.


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XII. 
Fair treatment





The
Company is firmly committed to providing equal opportunity to all employees and
will not tolerate any illegal discrimination or harassment based on nationality,
national origin, sex, religion or any other protected class, avoid any
discrimination or harassment for psychological or physiological
defect.





The
Company strives to provide each employee with a safe and healthy work
environment. Regardless of the status of the employee, the Company prohibits any
sexual harassment to employees of opposite sex through body or
language.  Violence and threatening behavior are not
permitted.





XIII. Compliance with the Code;
Discipline




Violation
of this Code may result in serious consequences for the Company, its corporate
reputation and credibility and the confidence level of its customers and
investors.  Sanctions against the Company for criminal or civil
wrongdoing could include substantial fines and restrictions on future
operations.  Individual employees could be required to pay significant
fines or be sentenced to prison. Therefore, violations will be taken
seriously.





Company-imposed
disciplinary action will be coordinated with the employee’s supervisor, the
human resources department and the Company’s Chief Financial Officer. The
overall seriousness of the matter will be considered in determining disciplinary
action to be taken: which might include consequences up to and including
dismissal.  Individual cases may require an employee to reimburse the
Company for losses or damages.  The Company may even refer an employee
for criminal prosecution, civil enforcement or a combination of the
above.





Disciplinary
action may also be taken against Covered Persons who condone, permit or have
knowledge of illegal or unethical conduct by subordinates and do not take
corrective action, and against Covered Persons who make false statements in
connection with investigations of violations of this Code.





All
Covered Persons will be held to the standards in this Code. Violating the Code,
even if directed to do so by management is not justifiable.  If a
manager solicits actions in violation of this Code, the Covered Person should
contact the Company’s Chief Financial Officer.





XIV.
Reporting and Compliance procedure




Every
Covered Person has the responsibility to ask questions, seek guidance, report
suspected violations and express concerns regarding compliance with this
Code.  The Company’s Chief Financial Officer can be reached for
explanation, clarification, and guidance of this Code at (86) 563 8023488
(telephone) or his office.  Any employee, officer or director who
knows or believes that any other employee or representative of the Company has
engaged or is engaging in Company-related conduct that violates applicable law
or this Code should report such information to the Chief Financial
Officer.  Covered Persons may report such conduct openly or
anonymously without fear of retaliation. The Company will not discipline,
discriminate against or retaliate against any employee who reports such conduct,
unless it is determined that the report was made with knowledge that it was
false, or who cooperates in any investigation or inquiry regarding such
conduct.  Any supervisor who receives a report of a violation of
this Code must immediately inform the Chief Financial Officer.





Covered
Persons may report violations of this Code on a confidential or anonymous basis,
while the Company encourages reporting person to identify himself or herself
when reporting violations so that the Company may follow up with the reporting
person, as necessary, for additional information. Covered Person may report to
the Chief Financial Officer through any of the following means:


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By post:
            China Precision Steel,
      Inc.


18th
Floor, Teda Building


87 Wing Lok Street, Sheungwan, Hong
Kong


People’s Republic of China





Telephone:852-2543-2290


(You can leave a recorded message
without identifying yourself)





If the
Chief Financial Officer receives information regarding an alleged violation of
this Code, he or she shall, in consultation with outside counsel, as
appropriate, (a) evaluate such information, (b) if the alleged violation
involves an executive officer or a director, inform the chief executive officers
and Board of Directors of the alleged violation, (c) determine whether it is
necessary to conduct an informal inquiry or a formal investigation and, if so,
initiate such inquiry or investigation and (d) report the results of any such
inquiry or investigation, together with a recommendation as to disposition of
the matter, to the chief executive officers for action, or if the alleged
violation involves an executive officer or a director, report the results of any
such inquiry or investigation to the Board of Directors or a committee
thereof.  Covered Persons are expected to cooperate fully with any
inquiry or investigation by the Company regarding an alleged violation of this
Code.





Failure
to cooperate with any such inquiry or investigation may result in disciplinary
action, up to and including discharge.





The
Company shall determine whether violations of this Code have occurred and, if
so, shall determine the disciplinary measures to be taken against any employee
who has violated this Code.  In the event that the alleged violation
involves an executive officer or a director, the chief executive officers and
the Board of Directors, respectively, shall determine whether a violation of
this Code has occurred and, if so, shall determine the disciplinary measures to
be taken against such executive officer or director.





Failure
to comply with the standards outlined in this Code will result in disciplinary
action including, but not limited to, reprimands, warnings, probation or
suspension without pay, demotions, reductions in salary, discharge and
restitution. Certain violations of this Code may require the Company to refer
the matter to the appropriate governmental or regulatory authorities for
investigation or prosecution.  Moreover, any supervisor who directs or
approves of any conduct in violation of this Code, or who has knowledge of such
conduct and does not immediately report it, also will be subject to disciplinary
action, up to and including discharge.





XV. Waiver of the
Code




While
some of the policies contained in this Code must be strictly adhered to and no
exceptions can be allowed, in other cases exceptions may be
possible.  Any request for a waiver of any provision of this Code must
be in writing and addressed to the Board or the Audit Committee (if one be
established), if made by an executive officer or a director, or the Chief
Executive Officer of the Company, if made by an employee.





Any
waiver of this Code may be made only by the independent directors on the board
of directors, or by an authorized committee of the board of directors comprised
solely of independent directors, and will be disclosed as required by law,
Commission regulations, or the rules and listing standards of any national
securities exchange on which the Company’s securities may be
listed.





Any
waiver of this Code with respect to an officer or director must be approved by
the Board or the Audit Committee, after consultation with the Company’s
corporate or outside counsel, and will be disclosed as required by law,
Commission regulations, or the rules and listing standards of any national
securities exchange on which the Company’s securities may be
listed.


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XVI.
Dissemination and Amendment





This Code
shall be distributed to each employee, officer and director of the Company upon
commencement of his or her employment or other relationship with the
Company.  The Company reserves the right to amend, alter or terminate
this Code at any time for any reason.


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