0001144204-09-032750 Sample Contracts

Amended and Restated Asset Purchase Agreement between Shenyang Taiyu Machinery and Electrical Equipment Co., Ltd and Siping Beifang Heat Exchanger Manufacture Co., Ltd June 16, 2009 Shenyang
Asset Purchase Agreement • June 16th, 2009 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces

This amended and restated Asset Purchase Agreement (the “Agreement”) amends and restates that certain Asset Acquisition Agreement between Siping Beifang Heat Exchanger Manufacture Co., Ltd and Shenyang Taiyu-Machinery and Electrical Equipment Co., Ltd dated May 27, 2009. Siping Beifang Heat Exchanger Manufacture Co., Ltd has decided to sell certain plant and equipment to Shenyang Taiyu-Machinery and Electrical Equipment Co., Ltd after friendly consultation by both parties.

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