CODE
OF ETHICS





China
Dasheng Biotechnology Company. (“the Company”) is dedicated to conducting its
business in accordance with the applicable laws, regulations and with highest
standards of business ethics. This code is intended to provide guidance in
identifying ethical issues, offer mechanisms to report unethical conduct, and to
help foster a culture of honesty and accountability.





Each
officer, director, and employees is expected to comply with the letter and
spirit of this Code. The Directors and employees of the Company mentioned above
must not only comply with the applicable regulations but should also actively
advance the promotion of honest and ethical conduct of the business. They must
abide by the policies and procedures that govern the conduct of the Company’s
business.





This Code
illustrates some of the potential problem areas that could develop
below:





Conflicts of interest- A
conflict situation can arise:





a. When
an employee or Director takes action or has interests that may make it difficult
to perform his or her work, objectively and effectively,





b. The
receipt of improper personal benefits by a member of his or her family as a
result of one’s position in the Company,





c. Any
outside business activity that detracts an individual’s ability to devote
appropriate time and attention to his or her responsibilities with the
Company,





d. The
receipt of non-nominal gifts or excessive entertainment from any person/company
with which the Company has current or prospective business
dealings,





e. Any
significant ownership interest in any supplier, customer, development partner or
competitor of the Company,





f. Any
consulting or employment relationship with any supplier, customer, business
associate or competitor of the Company.





The
Directors and employees should be scrupulous in avoiding “conflicts of interest”
with the Company. In case there is likely to be a conflict of interest, he/she
should make full disclosure of all facts and circumstances thereof to the Board
of Directors or any Committee/officer nominated for this purpose by the Board
and a prior written approval should be obtained.





Honest and Ethical Conduct:The Directors and employees shall act in accordance with the highest
standards of personal and professional integrity, honesty and ethical conduct
not only on Company’s premises and off site but also at Company sponsored
business, social events as well as any places. They shall act and conduct free
from fraud and deception. Their conduct shall conform to the best-accepted
professional standards of conduct.





Corporate Opportunities:Directors and employees owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises. Directors and
employees are expressly prohibited from:





a. Taking
for themselves, personally, opportunities that are discovered through the use of
Company’s property, information, or position;





b.
Competing directly with the business of the Company or with any business that
the Company is considering.





c. Using
Company’s property, information, or position for personal gain. If the Company
has finally decided not to pursue an opportunity that relates to the Company’s
business activity, he/she may pursue such activity only after disclosing the
same to the Board of directors or the nominated person/committee.






Confidentiality:The Directors
and employees shall maintain the confidentiality of confidential information of
the Company or that of any customer, supplier or business associate of the
Company to which Company has a duty to maintain confidentiality, except when
disclosure is authorized or legally mandated. The Confidential information
includes all non-public information (including private, proprietary and other)
that might be of use to competitors or harmful to the Company or its associates.
The use of confidential information for his/her own advantage or profit is also
prohibited.





Fair dealing:Each Director
and employee should deal fairly with customers, suppliers, competitors and
employees of group companies, They should not take unfair advantage of anyone
through manipulation, concealment, abuse of confidential proprietary or trade
secret information, misrepresentation of material facts, or any other unfair
dealing practices.





Protection and proper use of
Company’s Assets:All Directors and employees should protect Company’s
assets and property and ensure its efficient use. Theft, carelessness, and waste
of the Company’s assets and property have a direct impact on the Company’s
profitability. Company’s assets should be used only for legitimate business
purposes.





Compliance with Laws, Rules and
Regulations:The Directors and employees shall comply with all applicable
laws, rules and regulations Transactions, directly or indirectly, involving
securities of the Company should not be undertaken without pre-clearance from
the Company’s Compliance Officer. Any Director or employee who is unfamiliar or
uncertain about the legal rules involving Company business conducted by him/her
should consult the Legal Department of the Company before taking any action that
may jeopardize the Company or that individual.





Compliance with Code of Conduct:If any director or employee who knows of or suspects of a violation of
applicable laws, rules or regulations or this Code of Conduct, he/she must
immediately report the same to the Board of Directors or any designated
person/committee thereof. Such person should as far as possible provide the
details of suspected violations with all known particulars relating to the
issue. The Company recognizes that resolving such problems or concerns will
advance the overall interests of the Company that will help to safeguard the
Company’s assets, financial integrity and reputation. Violations of this Code of
Ethics will result in disciplinary action, which may


even
include termination of services of the employee. The Company’s Board or any
Committee/person designated by the Board for this purpose shall determine
appropriate action in response to violations of this Code of
Ethics.





Interpretation of Code:Any
question or interpretation under this Code of Ethics and Business Conduct will
be handled by the Board or any person/Committee authorized by the Board of the
Company. The Board of Directors or any designated person/committee has the
authority to waive compliance with this Code of business conduct for any
Director or employee of the Company. The person-seeking waiver of this Code
shall make full disclosure of the particular circumstances to the Board or the
designated person/committee.











__________________________


Mr.
Jinjun Qi


President,
CEO, CFO, Director