SECTION 302 CERTIFICATION
PURSUANT TO SARBANES-OXLEY ACT OF 2002




I, Chen
Guocheng, Chief Financial Officer of China Tractor Holdings, Inc. hereby certify
that:




1. I have
reviewed this Annual Report on Form 10-K of China Tractor Holdings,
Inc.;




2. Based
on my knowledge, this Annual Report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this Annual
Report;




3. Based
on my knowledge, the financial statements, and other financial information
included in this Annual Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Registrant as
of, and for, the periods presented in this Annual Report;




4. The
Registrant's other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15 and 15d-15(e)) for the Registrant and we have:




(a)
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this Annual Report is being prepared;




(b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;




(c)
evaluated the effectiveness of the Registrant's disclosure controls and
procedures and presented in this Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and




(d)
disclosed in this Annual Report any change in the Registrant's internal control
over financial reporting that occurred during the Registrant's most recent
quarter that has materially affected, or is reasonably likely to materially
affect, the Registrant's internal control over financial reporting;
and




5. The
Registrant's other certifying officer and I have disclosed, based on our most
recent evaluation, to the Registrant's auditors and to the audit committee of
Registrant's board of directors (or persons performing the equivalent
function):




(a) all
significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting which are reasonably likely to
adversely affect the Registrant's ability to record, process, summarize and
report financial information; and




(b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Registrant's internal controls.





Dated:
April 15, 2009




/s/ Chen GuochengChen
      GuochengChief
      Financial Officer