x101.htm


    
      

      

    

    
      Exhibit
10.1

      


      December
2008

      


      


      CHINA
FORESTRY, INC.

      CODE OF
ETHICS

      


      This
China Forestry, Inc. Code of Ethics (this “Code”) applies to all officers,
directors and employees of China Forestry, Inc. (the “Company”).  The
Company expects all of its officers, directors and employees to act in
accordance with the highest standards of personal and professional integrity in
all aspects of their activities, to comply with all applicable laws, rules and
regulations, to deter wrongdoing and abide by the policies and procedures
adopted by the Company.

      


      Accordingly,
you agree to:

      


      
        	
                 
      

              	
                (a)

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

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Avoid
      conflicts of interest and to disclose to the Chairman of the Nominating
      and Corporate Governance Committee of the Company (or, if none, to the
      Board of Directors) any material transaction or relationship that
      reasonably could be expected to give rise to such a
    conflict;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Take
      all reasonable measures to protect the confidentiality of non-public
      information about the Company and its customers obtained or created in
      connection with your activities and to prevent the unauthorized disclosure
      of such information unless required by applicable law or regulation or
      legal or regulatory process;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Produce
      full, fair, accurate, timely, and understandable disclosure in reports and
      documents that the Company files with, or submits to, the Securities and
      Exchange Commission and other regulators and in other public
      communications made by the Company;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Comply
      with applicable governmental laws, rules and regulations, as well as the
      rules and regulations of self-regulatory organizations of which the
      Company is a member; and

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Promptly
      report any possible violation of this Code of Ethics to the Chairman of
      the Nominating and Corporate Governance Committee of the
      Company.

              


      

      


      


      You
are prohibited from directly or indirectly taking any action to fraudulently
influence, coerce, manipulate or mislead the Company’s independent public
auditors for the purpose of rendering the financial statements of the Company or
its subsidiaries misleading.

       

      You
understand that you will be held accountable for your adherence to this Code of
Ethics. Your failure to observe the terms of this Code may result in
disciplinary action, up to and including termination of
employment.  Violations of this Code may also constitute violations of
law and may result in civil and criminal penalties for you and/or the
Company.

       

      You
are encouraged to contact the Chairman of the Nominating and Corporate
Governance Committee of the Company when in doubt about, or if you have any
questions regarding, the best course of action in a particular
situation.  You are also encouraged to report violations of laws,
rules regulations or this Code to the Chairman of the Nominating and Corporate
Governance Committee of the Company, including, but not limited to, any concerns
you have regarding the Company concerning fraud, accounting, internal accounting
controls or auditing matters. You may choose to remain anonymous in reporting
any possible violation of this Code.  The Company will not allow
retaliation against anyone for reports made in good faith.

       

      You
should communicate any suspected violations of this Code promptly to the
Chairman of the Nominating and Corporate Governance Committee of the Company.
Violations will be investigated by the Board of Directors of the Company or by
persons designated by the Board of Directors of the Company, and appropriate
disciplinary action will be taken in the event of any violations of this Code,
including termination of employment or, in the case of any director, refusal by
the Nominating and Corporate Governance Committee (or the entire Board of
Directors or another committee performing a similar function) to nominate such
director for re-election if such director has not been previously terminated for
cause.

       

      Any
waiver of this Code for any director or executive officer may be made only by
the Board of Directors of the Company and must be disclosed either on a Current
Report on Form 8-K within the period required by that Form 8-K or in any other
manner permitted by the Securities and Exchange Commission or any securities
exchange.

      



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


       

       

      YOUR
PERSONAL COMMITMENT TO THE CHINA FORESTRY, INC.

       

      CODE OF
ETHICS

      


      


      I
acknowledge that I have received and read the China Forestry, Inc. Code of
Ethics, dated December, 2008, and understand my obligations as an officer,
director and/or employee to comply with the Code of Ethics.

       

      I
understand that my agreement to comply with the Code of Ethics does not
constitute a contract of employment.

       

       

      Please
sign
here: ___________________________________________________            Date:
______________________         

       

       

      Please
print your name: ______________________________________________

       

       

       

      This
signed and completed form must be returned to your manager or designated human
resources professional.

      


       

      
 


      
        
           


        

        
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