China
Architectural Engineering, Inc.





Code
of Business Conduct and Ethics





Adopted
July 9, 2007




I. Statement of
Policy




This Code
of Business Conduct and Ethics (the “Code”) summarizes the legal, ethical and
regulatory standards that the Company must follow and is a reminder to our
directors, officers and employees of the seriousness of that commitment. This
Code has been adopted by the Board of Directors of China Architectural
Engineering, Inc. (the “Company”) to promote honest and ethical conduct, proper
disclosure of financial information in the Company's periodic reports, and
compliance with applicable laws, rules, and regulations by the Company's
Financial Employees who have financial responsibilities. As used in this Code,
the term Financial Employees means executives and all managers with accounting
or financial reporting responsibilities or related disclosure responsibilities,
including but not limited to the Company's Chief Executive Officer, Chief
Financial Officer, General Managers, other executive officers, directors,
controller, and other similar positions hereafter created and filled. The Code
should also be provided to and followed by all of the Company’s agents and
representatives, including its consultants, to the same extent required of
directors, certain of its officers and employees of the Company.




Our
business is becoming increasingly complex, both in terms of the geographies in
which we function and the laws with which we must comply.  To help our
Financial Employees understand what is expected of them and to carry out their
responsibilities, we have created this Code of Business Conduct and
Ethics.  While this Code covers a wide range of business practices and
procedures, it is not intended to be a comprehensive guide to all of our
policies or to all of your responsibilities under the applicable laws or
regulations.  Rather, this Code sets out basic principles to help you
resolve the ethical and legal issues that you may encounter in conducting our
business. As such, this Code functions as a guideline, or a minimum requirement,
that must always be followed.




We expect
each of our Financial Employees to read and become familiar with the ethical
standards described in this Code.  Violations of the law, our
corporate policies or this Code may lead to disciplinary action, including
termination of employment or service with the Company.




II. We Insist on Honest and
Ethical Conduct




We place
the highest value on the integrity of our Financial Employees, and demand this
level of integrity in all our dealings.  We insist on not only ethical
dealings with others, but on the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships.







Competition
and Fair Dealing




All
Financial Employees are required to deal honestly and fairly with our customers,
suppliers, competitors, other employees and other third parties.  We
seek to outperform our competition fairly and honestly. Stealing proprietary
information, possessing trade secret information that was obtained without the
owner’s consent, or inducing such disclosures by past or present employees of
other companies is prohibited.  No employee should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other intentional unfair
practice, and our Financial Employees should be diligent in preventing or
terminating any such activity by the employees reporting to them.




Conflicts
of Interest; Corporate Opportunities




Our
Financial Employees should not be involved in any activity that creates or gives
the appearance of a conflict of interest between their personal interests and
the interests of the Company.  A conflict of interest occurs when an
individual’s private interest interferes in any way or may appear to interfere
with the interests of the Company as a whole.  A conflict situation
can arise when a director, officer or employee takes actions or has interests
that may make it difficult to perform his or her work for the Company
objectively and effectively.  Conflicts of interest may also arise
when a director, officer or employee, or a member of his or her family, receives
an improper personal benefit as a result of his or her position with the
Company.  It may be a conflict of interest for a director, officer or
employee to work simultaneously for a competitor, customer or supplier. The best
policy is to avoid any direct or indirect business connection with our
customers, suppliers or competitors, except on our behalf.  Loans to,
or guarantees of obligations of, employees and their family members may create
conflicts of interest.




In
addition, without limiting the generality of this Code’s prohibition on
conflicts of interest by Financial Employees, examples of conflicts of interest
include, but are not limited to:




·
            Accepting,
      directly or indirectly, gifts, loans, services or entertainment of more
      than nominal value, from a competitor, customer, supplier, or other party
      doing or seeking to do business with the
  Company;




·
            Acquiring
      any interest or asset of any kind for the purpose of selling or leasing it
      to the Company; and




·
            Doing
      business with close relatives on behalf of the Company unless authorized
      after the relationship has been fully
disclosed.




Financial
Employees must notify the Chairman of our Audit Committee of the existence of
any actual or potential conflict of interest including any actual or potential
conflicts of interest involving their subordinate employees of which they become
aware.  The Audit Committee may make a determination that a particular
transaction or relationship will not result in a conflict of interest covered by
this policy.  Any waivers of this policy may only be approved by the
Board of Directors or the Audit Committee.  If you are not sure
whether a potential matter constitutes a conflict of interest, please contact
the Chairman of our Audit Committee who will assist you in the determination or
refer you to the Company’s outside counsel.




2


Confidentiality




Our
Financial Employees are entrusted with our confidential information and with the
confidential information of our suppliers, customers or other business
partners.  This information includes all non-public information that
might be of use to competitors, or harmful to the Company or its customers, if
disclosed, and may include (a) technical or scientific information about current
and future products, services or research, (b) business or marketing plans or
projections, (c) earnings and other internal financial data, (d) personnel
information, (e) supply and customer lists and (f) other non-public information
that, if disclosed, might be of use to our competitors, or harmful to our
suppliers, customers or other business partners.  This information is
our property, or the property of our suppliers, customers or business partners,
and in many cases was developed at great expense.




Our
Financial Employees must maintain the confidentiality of confidential
information entrusted to them by the Company, its suppliers, customers or other
business partners, except when disclosure is authorized by the Board of
Directors, or general counsel, if such position is hereafter filled, or is
otherwise required by applicable laws or regulations.  This obligation
to preserve confidential information continues even after your appointment
and/or employment, as applicable, ends.  In connection with this
obligation, you may have executed a confidentiality agreement when you began
employment with the Company.  Please see your confidentiality
agreement, if any, and the Company’s employee handbook for further information
regarding your responsibilities in this area.




Protection and Proper Use of
Corporation Assets




All
Financial Employees should endeavor to protect the Company’s assets and ensure
their efficient use. Theft, carelessness and waste have a direct impact on the
Company’s profitability.  Any suspected incident of fraud or theft
should be immediately reported for investigation.  Company equipment
should not be used for non-Company business, though incidental personal use may
be permitted.




The
obligation to protect the Company’s assets includes its proprietary information.
Proprietary information includes intellectual property such as trade secrets,
patents, trademarks, and copyrights, as well as business, marketing and service
plans, engineering and manufacturing ideas, designs, databases, records, salary
information and any unpublished financial data and reports. Unauthorized use or
distribution of this information would violate Company policy, could be illegal
and may result in civil or even criminal penalties.




Corporate Opportunities




Financial
Employees are prohibited from taking for themselves personally opportunities
that are discovered through the use of corporate property, information or
position without the consent of the Board of Directors. No employee may use
corporate property, information or position for improper personal gain, and no
employee may compete with the Company directly or indirectly. Employees,
officers and directors owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.




3




III. Provide Full, Fair,
Accurate, Timely and Understandable Disclosure




We are
committed to providing our stockholders and investors with full, fair, accurate,
timely and understandable disclosure in the reports that we file with the
Securities and Exchange Commission.  You must take all steps available
to assist the Company in these responsibilities.  To this end, our
Financial Employees shall:




·
            not
      make false or misleading entries in our books and records for any
      reason;




·
            notify
      our Chief Financial Officer if they become aware of an unreported or
      questionable transaction;




·
            maintain
      a system of internal accounting controls that will provide reasonable
      assurances to management that all transactions are properly
      recorded;




·
            prohibit
      the establishment of any undisclosed or unrecorded funds or
      assets;




·
            maintain
      a system of internal controls that will provide reasonable assurances to
      our management that material information about the Company is made known
      to management, particularly during the periods in which our periodic
      reports are being prepared; and




·
            present
      information in a clear and orderly manner and avoid the use of unnecessary
      legal and financial language in our periodic
  reports.




IV. Special Ethical Obligations
for Employees with Financial Reporting
Responsibilities




In
performing their duties, our Financial Employees must adhere to and advocate to
the best of their ability the following principles governing their professional
and ethical conduct:





·
            Act
      with honesty and integrity, including the ethical handling of actual or
      apparent conflicts of interests between personal and professional
      relationships;





·
            Comply
      with all applicable laws, rules and regulations of federal, state,
      provincial and local governments, and other appropriate private and public
      regulatory agencies applicable to the performance of his or her duties
      with the Company;





·
            Comply
      with the Company’s established accounting procedures, system of internal
      controls and generally accepted accounting
  principles;





·
            Promptly
      disclose to the Audit Committee any significant deficiencies in the design
      or operation of the Company’s internal controls impacting the collection
      and reporting of financial data and any fraud involving management or
      other employees who play a significant role in the Company’s internal
      controls; and





·
            Provide
      information that is accurate, complete, objective, relevant, timely and
      understandable to ensure full, fair, accurate, timely and understandable
      disclosure in reports and documents that the Company files with, or
      submits to, governmental agencies, including the Securities and Exchange
      Commission, and in other public communications made by the
      Company.




4




V. Compliance with all Laws,
Rules and Regulations




We are
committed to full compliance with the laws and regulations of the cities, states
and countries in which we operate, including, but not limited to:




·
            Conducting
      our activities in full compliance with all applicable environmental
      laws;




·
            prohibiting
      any illegal payments, gifts or gratuities to any government or government
      employee;




·
            prohibiting
      the unauthorized use, reproduction, or distribution of any third party’s
      trade secrets, copyrighted information or confidential information;
      and




·
            complying
      with all applicable securities
laws.




Our
Financial Employees who have access to material, nonpublic information about the
Company are not permitted to use or share that information for stock trading
purposes or for any other purpose except in the conduct of our business. All
non-public information about the Company should be considered confidential
information. To use non-public information for personal financial benefit or to
“tip” others who might make an investment decision on the basis of this
information is not only unethical but also illegal.




Any
Financial Employee who violates the law or this Code may be subject to immediate
disciplinary action, including possible termination of employment or affiliation
with the Company.




VI. Compliance Procedures;
Reporting Violations; and Effect of Violations




Compliance
with this Code, first and foremost, is the individual responsibility of every
Financial Employee. We attempt to foster a work environment in which ethical
issues and concerns may be raised and discussed with supervisors or with others
without the fear of retribution.




Reporting
Violations and Questions




Financial
Employees must promptly report, in person or in writing, any known or suspected
violations of laws, governmental regulations or this Code to the Chairman of the
Audit Committee.  Any questions or violation reports will be addressed
immediately and seriously.




No
Retaliation; Internal Investigation




We will
not allow any retaliation against a Financial Employee who acts in good faith in
reporting any violation.  When an alleged violation of the Code is
reported, we shall take prompt and appropriate action in accordance with the law
and regulations otherwise consistent with good business
practices.  Our Audit Committee will investigate any reported
violations and will determine an appropriate response, including corrective
action and preventative measures, involving the Chief Executive Officer when
required.  All reports will be treated confidentially to every extent
possible.




5


Consequences
of a Violation




Financial
Employees that violate any laws, governmental regulations or this Code will face
appropriate, case specific disciplinary action, which may include demotion or
immediate discharge.




At Will
Employment




Nothing
in this Code shall confer upon employees any right to continue in the employment
of the Company for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Company (or any parent or
subsidiary of the Company employing or retaining the employee) or of the
employee, which rights are hereby expressly reserved by each, to terminate the
employee’s service with the Company at any time for any reason, with or without
cause.




VII. Waivers of the Code of
Ethics




Any
waiver of this Code for Financial Employees may be made only by the Board of
Directors, or the Audit Committee and will be promptly disclosed as required by
law.  Requests for waivers must be made in writing to the Board of
Directors or the Audit Committee prior to the occurrence of the violation of the
Code.