Xinyinhai Technology, Ltd. – ‘8-K’ for 6/29/06 – EX-14

On:  Wednesday, 7/5/06, at 3:07pm ET   ·   For:  6/29/06   ·   Accession #:  1307624-6-4   ·   File #:  0-51012

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Iron Star 8-K Closing                                 48    181K 
 2: EX-10       Iron Star 8-K Closing Exh 10-A                         8±    36K 
 3: EX-14       Iron Star 8-K Closing Exh 14                           3     15K 

EX-14   —   Iron Star 8-K Closing Exh 14

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                                                           Exh. 14
HARBIN YINHAI TECHNOLOGY DEVELOPMENT CO., LTD.  

CODE OF ETHICS FOR SENIOR MANAGEMENT  

PREFACE 

In addition to general standards of good business conduct and ethics            
applicable to all directors and employees of Harbin Yinhai Technology           
Development Co., Ltd. (the"Company"), the Company has established this          
Code of Ethics for its senior management, including (i) its Chief               
Executive Officer ("CEO") and (ii) its senior financial officers,               
including its Chief Financial Officer ("CFO") and any other senior              
finance or accounting personnel as the CEO or CFO may designate from            
time to time as being subject to this Code of Ethics. All such persons          
are sometimes referred to together in this Code of Ethics as "Senior            
Management".                                                                    

I. HONEST AND ETHICAL CONDUCT                                                   

Senior management will exhibit and promote the highest standards of             
honest and ethical conduct through the establishment and operation              
of policies and procedures that:                                                

a.Encourage and reward professional integrity in all aspects of           
company's operations by eliminating inhibitions and barriers to                 
responsible behavior, such as coercion, fear of reprisal.                       

b. All members of Senior Management shall, in the conduct of the Company's
business and affairs, (a) act in accordance with high standards of honest       
and ethical conduct, including taking appropriate actions to permit             
and facilitate the ethical handling and resolution of actual or apparent        
conflicts of interest between personal and professional relationships,          
and (b) promote high standards of honest and ethical conduct among the          
Company's employees who have responsibilities in the areas of                   
accounting, audit, tax and financial reporting.                                 

c. Provide a mechanism for members of company to inform senior management 
of deviations in practice from policies and procedures governing honest         
and ethical behavior and  demonstrate the personal support of the               
Senior management deviation for such policies and procedures through            
periodic communication reinforcing these ethical standards.                     

* COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS                        

In carrying out their duties, each member of Senior Management shall            
endeavor to comply, and to cause the Company to comply, with all                
applicable laws, rules and regulations.                                         

Senior management will establish and maintain mechanisms to:                    

a. Educate members of the Company's regarding any state or local statute, 
regulation or administrative procedure that affects the operation of            
the Company generally;                                                          

b. Monitor the compliance of the Company's organizations with any         
applicable to state or local statute, regulation or administrative rule;        
and identify, report and correct in a swift and certain manner, any             
detected deviations from any applicable state or local statute or regulation.   

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* CONFLICTS OF INTEREST AND SELF-DEALING                                        

The Company requires that senior management act in good faith and               
in the best interests of the Company.                                           

a. No Company's senior management should become involved in any           
situation where he or she might profit or benefit as a result of any            
relationship or act that is not in the best interests of the Company.           
An employee should never represent the Company in any transaction               
in which he or she has any interest - direct or indirect -- or from             
which he or she may benefit personally, unless such interest has first          
been disclosed to, and approved by, the Company.                                

b. An senior management's position with the Company should not be used    
to influence or gain favor from public officials or others - including          
suppliers and advertisers - or otherwise for personal benefit.                  
Similarly, they may not use their employment with the Company as                
leverage to gain favors from customers, news sources, suppliers or              
advertisers.                                                                    

c. Senior management's conduct must consistently reflect the Company's    
commitment to impartiality and fairness in every aspect of its                  
operations.'                                                                    

The following examples illustrate conduct that would constitute a               
violation of Company policy:                                                    

-  Accepting a personal reward from a supplier or provider of services    
in exchange for the award of Company business;                      

-  Having a direct or indirect financial interest (other than             
ownership of stock in broadly owned, publicly traded companies)     
in a company that supplies goods and services to the Company;       

-  Using the senior management's connection with the Company to           
receive special consideration from authorities such as the police;  

-  Using the employee's position with the Company to obtain, for          
personal purposes, information that is not available to the general 
public;                                                             

-  Taking Company property or facilities for personal use.                

* COMPETITIVE ACTIVITIES                                                        

The Company's senior management are expected to avoid any outside               
interest that might conflict with their loyalty to the Company or               
their commitment to its values. They should neither invest in                   
competitors' businesses nor act on behalf of competitors. Investments           
in stocks of broadly owned, publicly traded companies that compete              
with the Company are permissible if they are not so significant as              
to affect the employee's efforts on behalf of and loyalty to the                
Company.                                                                        

* CONFIDENTIAL INFORMATION IN THE COMPANY SECURITIES                            

a. Senior management are encouraged to invest in the company's stock.     
From time to time, however, senior management may have important                
information about the Company that has not been disclosed to the public.        
All such information must be treated as confidential, may not be used           
in an attempt to profit personally and may not be disclosed to family           
members, friends or others outside of the Company. In particular,               
neither employees nor their family members or friends may use such              
confidential information as a basis for trading in Company stock.               
Should an employee have any doubt as to the propriety of buying or              
selling Company shares, he or she must not hesitate to ask a supervisor         
or a member of senior management for guidance.                                  

b. Similarly, non-public information concerning other businesses, to      
which an employee may have access as a result of his or her connection          
with the Company, must also be treated as confidential and may not              
be used for personal gain.                                                      

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c. In carrying out their duties, all members of Senior Management shall   
promote full, fair, accurate, timely and understandable disclosure              
in all periodic reports and other documents that the Company files              
with, or furnishes to, the Securities and Exchange Commission, as well          
as press releases and other public communications made by the Company.          

Accordingly, it is the responsibility of each member of Senior                  
Management promptly to bring to the attention of the Company's                  
Disclosure Committee any material information of which he or she may            
become aware that affects the disclosures made by the Company in its            
public filings or otherwise assist the Disclosure Committee in                  
fulfilling its responsibilities.                                                

* PROPER FULFILLMENT WITH THE CODE                                              

The Board of Directors shall determine, or designate appropriate                
persons to determine, appropriate actions to be taken in the event of           
violations of this Code of Ethics by any member of Senior Management,           
including the CEO or CFO. Such actions shall be reasonably designed             
to deter wrongdoing and to promote accountability for adherence to this         
Code of Ethics, and shall include written notices to each individual            
involved, suspension with or without pay or benefits (as determined             
by the Board of Directors) and termination of the individual's                  
employment. In determining what action is appropriate in a particular           
case, the Board of Directors or such designees shall take into account          
all relevant information, including the nature and severity of the              
violation, whether the violation was a single occurrence or repeated            
occurrences, whether the violation appears to have been intentional             
or inadvertent, whether the individual in question had been advised             
prior to the violation as to the proper course of action and whether or         
not the individual in question had committed other violations in the past.