10-K – Page 43 – China Stock Advice

HPJ [Highpower International] 10-K: (Original Filing)

[TABLE OF CONTENTS HIGHPOWER INTERNATIONAL, INC. TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K For the Fiscal Year Ended December 31, 2012 PART I ITEM 1. BUSINESS 1 ITEM 1A. RISK FACTORS 13 ITEM 1B. UNRESOLVED STAFF COMMENTS 33 ITEM 2. PROPERTIES 33 ITEM 3. LEGAL PROCEEDINGS 35] [THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD. hong kong branch (incorporated in taiwan with limited liability) Private and Confidential Our Reference: (6400101110092) 29th August 2012 Hong Kong Highpower Technology Company Limited Dear Sirs, Re: Banking Facility up to a limit of USD2,600,000 Borrower: Hong Kong Highpower Technology Company Limited Facility Letter Appendix We are pleased to offer the banking/credit facility(ies)] [THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD. hong kong branch (incorporated in taiwan with limited liability) Private and Confidential Our Reference: 600101110093 7th September 2012 Hong Kong Highpower Technology Company Limited Dear Sirs, Re: Banking Facility up to a limit of USD6,000,000 Borrower: Hong Kong Highpower Technology Company Limited “Facility Letter” “Appendix” We are pleased to offer the banking/credit facility(ies)] [Shenzhen Development Bank, Branch of Shenzhen Comprehensive Credit Line Contract Shenzhen Development Bank Version of July, 2009 Comprehensive Credit Line Contract Reference No. : Shenfa Shenxinzhou zong zi di 20121207004 Party A: Shenzhen Development Bank, Xinzhou Branch Address: Zhongcheng Tianyi Garden, Xinzhou Road, Futian District, Shenzhen City Office number: 2348 0000 Fax: 2348 0005 Person in charge: Li Jing Position:] [Guaranty Contract of Maximum Amount Shenzhen Development Bank Version of July, 2009 Guarantee Contract of Maximum Guarantee Amount Contract NO: Shenfa Shenxinzhou ebao zi di 20121207004-02 Party A (Main contract creditor): Shenzhen Development Bank Limited Company, Xinzhou Branch Address: Zhongcheng Tianyi Garden, Xinzhou Road, Futian District, Shenzhen City Office number: 2348 0000 Fax: 2348 0005 Person in charge: Li Jing] [Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in the Registration Statement of Highpower International, Inc. and subsidiaries (the “Company”) on Form S-8 (File No.333-157443) and the Registration Statement on Form S-3 (File No. 333-168473) of our report dated April 1, 2013, with respect to our audits of the consolidated financial statements of the Company] [I, Dangyu Pan, certify that: 1. I have reviewed this annual report on Form 10-K of Highpower International, Inc.; 2. Based on my knowledge, this 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,] [I, Henry Sun, certify that: 1. I have reviewed this annual report on Form 10-K of Highpower International, Inc.; 2. Based on my knowledge, this 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,] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dangyu Pan Chairman of the Board and Chief Executive Officer April 1, 2013 Henry Sun Chief Financial Officer (Principal Financial and Accounting Officer) April 1, 2013]

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HPJ [Highpower International] 10-K: TABLE OF CONTENTS HIGHPOWER INTERNATIONAL, INC. TABLE OF

[TABLE OF CONTENTS HIGHPOWER INTERNATIONAL, INC. TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K For the Fiscal Year Ended December 31, 2012 PART I ITEM 1. BUSINESS 1 ITEM 1A. RISK FACTORS 13 ITEM 1B. UNRESOLVED STAFF COMMENTS 33 ITEM 2. PROPERTIES 33 ITEM 3. LEGAL PROCEEDINGS 35] [THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD. hong kong branch (incorporated in taiwan with limited liability) Private and Confidential Our Reference: (6400101110092) 29th August 2012 Hong Kong Highpower Technology Company Limited Dear Sirs, Re: Banking Facility up to a limit of USD2,600,000 Borrower: Hong Kong Highpower Technology Company Limited Facility Letter Appendix We are pleased to offer the banking/credit facility(ies)] [THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD. hong kong branch (incorporated in taiwan with limited liability) Private and Confidential Our Reference: 600101110093 7th September 2012 Hong Kong Highpower Technology Company Limited Dear Sirs, Re: Banking Facility up to a limit of USD6,000,000 Borrower: Hong Kong Highpower Technology Company Limited “Facility Letter” “Appendix” We are pleased to offer the banking/credit facility(ies)] [Shenzhen Development Bank, Branch of Shenzhen Comprehensive Credit Line Contract Shenzhen Development Bank Version of July, 2009 Comprehensive Credit Line Contract Reference No. : Shenfa Shenxinzhou zong zi di 20121207004 Party A: Shenzhen Development Bank, Xinzhou Branch Address: Zhongcheng Tianyi Garden, Xinzhou Road, Futian District, Shenzhen City Office number: 2348 0000 Fax: 2348 0005 Person in charge: Li Jing Position:] [Guaranty Contract of Maximum Amount Shenzhen Development Bank Version of July, 2009 Guarantee Contract of Maximum Guarantee Amount Contract NO: Shenfa Shenxinzhou ebao zi di 20121207004-02 Party A (Main contract creditor): Shenzhen Development Bank Limited Company, Xinzhou Branch Address: Zhongcheng Tianyi Garden, Xinzhou Road, Futian District, Shenzhen City Office number: 2348 0000 Fax: 2348 0005 Person in charge: Li Jing] [Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in the Registration Statement of Highpower International, Inc. and subsidiaries (the “Company”) on Form S-8 (File No.333-157443) and the Registration Statement on Form S-3 (File No. 333-168473) of our report dated April 1, 2013, with respect to our audits of the consolidated financial statements of the Company] [I, Dangyu Pan, certify that: 1. I have reviewed this annual report on Form 10-K of Highpower International, Inc.; 2. Based on my knowledge, this 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,] [I, Henry Sun, certify that: 1. I have reviewed this annual report on Form 10-K of Highpower International, Inc.; 2. Based on my knowledge, this 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,] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dangyu Pan Chairman of the Board and Chief Executive Officer April 1, 2013 Henry Sun Chief Financial Officer (Principal Financial and Accounting Officer) April 1, 2013]

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SKBI [SKYSTAR BIO-PHARMACEUTICAL CO] 10-K: (Original Filing)

[TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K FOR YEAR ENDED DECEMBER 31, 2012 Page PART I Item 1. Business 2 Item 1A. Risk Factors 10 Item 1B. Unresolved Staff Comments 19 Item 2. Properties 19 Item 3. Legal Proceedings 20 Item 4. Mine Safety Disclosures 21 PART II Item 5. 21 Item 7. Management’s Discussion and Analysis of] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Weibing Lu, certify that: 1. I have reviewed this annual report on Form 10-K of Skystar Bio-Pharmaceutical Company; 2. Based on my knowledge, this 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] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bing Mei, certify that: 1. I have reviewed this annual report on Form 10-K of Skystar Bio-Pharmaceutical Company; 2. Based on my knowledge, this 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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company at the dates and for the periods indicated. April 1, 2013 Weibing Lu Chief Executive Officer] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company at the dates and for the periods indicated. April 1, 2013 Bing Mei Chief Financial Officer]

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SKBI [SKYSTAR BIO-PHARMACEUTICAL CO] 10-K: TABLE OF CONTENTS TO ANNUAL REPORT ON FORM

[TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K FOR YEAR ENDED DECEMBER 31, 2012 Page PART I Item 1. Business 2 Item 1A. Risk Factors 10 Item 1B. Unresolved Staff Comments 19 Item 2. Properties 19 Item 3. Legal Proceedings 20 Item 4. Mine Safety Disclosures 21 PART II Item 5. 21 Item 7. Management’s Discussion and Analysis of] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Weibing Lu, certify that: 1. I have reviewed this annual report on Form 10-K of Skystar Bio-Pharmaceutical Company; 2. Based on my knowledge, this 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] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bing Mei, certify that: 1. I have reviewed this annual report on Form 10-K of Skystar Bio-Pharmaceutical Company; 2. Based on my knowledge, this 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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company at the dates and for the periods indicated. April 1, 2013 Weibing Lu Chief Executive Officer] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company at the dates and for the periods indicated. April 1, 2013 Bing Mei Chief Financial Officer]

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CREG [CHINA RECYCLING ENERGY] 10-K: (Original Filing)

[] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-147443) of China Recycling Energy Corporation of our report dated March 19, 2013 relating to the financial statements, which appear in this Form 10-K. Encino, California March 28, 2013] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 (File No: 333-179628 and File No: 333-174484) of China Recycling Energy Corporation of our report dated March 19, 2013 relating to the financial statements which appear in this Form 10-K. We also consent to the reference to us] [CERTIFICATIONS I, Guohua Ku, certify that: 1. I have reviewed this annual report on Form 10-K of China Recycling Energy Corporation; 2. Based on my knowledge, this 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] [CERTIFICATIONS I, David Chong, certify that: 1. I have reviewed this annual report on Form 10-K of China Recycling Energy Corporation; 2. Based on my knowledge, this 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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Guohua Ku Chairman of the Board and Chief Executive Officer] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. David Chong Chief Financial Officer and Secretary]

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SKBI [SKYSTAR BIO-PHARMACEUTICAL] 10-K: TABLE OFNTENTS TO ANNUAL REPORT ON FORM 10-K

[TABLE OFNTENTS TO ANNUAL REPORT ON FORM 10-K FOR YEAR ENDED DECEMBER 31, 2012 Page PART I Item 1. Business 2 Item 1A. Risk Factors 10 Item 1B. Unresolved Staffmments 19 Item 2. Properties 19 Item 3. Legal Proceedings 20 Item 4. Minefety Disclosures 21 PART II Item 5.] [SECTION 302 OF THERBANES-OXLEY ACT OF 2002 I, Weibing Lu, certify that: 1.I have reviewed this annual report on Form 10-K ofystar Bio-Pharmaceuticalmpany; 2.Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [SECTION 302 OF THERBANES-OXLEY ACT OF 2002 I, Bing Mei, certify that: 1. I have reviewed this annual report on Form 10-K ofystar Bio-Pharmaceuticalmpany; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [18 U.S.C. SECTION 1350, SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and result of operations of thempany at thetes and for the periods indicated. April 1, 2013 Weibing Lu Chief Executive Officer] [18 U.S.C. SECTION 1350, SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and result of operations of thempany at thetes and for the periods indicated. April 1, 2013 Bing Mei Chief Financial Officer]

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SORL [SORL Auto Parts] 10-K:

[] [EFPRotenberg.com Certified Public Accountants | 280 Kenneth Drive, Suite 100 | Rochester, New York 14623 | 585.427.8900 | Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 of SORL Auto Parts, Inc. of our report dated April 1, 2013 relating to the consolidated financial statements, which appear] [SARBANES-OXLEY SECTION 302(A) CERTIFICATION I, Xiao Ping Zhang, certify that: (1) I have reviewed this annual report on Form 10-K of SORL Auto Parts, Inc.; (2) Based on my knowledge, this 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] [SARBANES-OXLEY SECTION 302(A) CERTIFICATION I, Zong Yun Zhou, certify that: (1) I have reviewed this annual report on Form 10-K of SORL Auto Parts, Inc.; (2) Based on my knowledge, this 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] [(1) (2) Dated this 1st day of April, 2013 Xiao Ping Zhang Zong Yun Zhou Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) EX-32 5 v337422_ex32.htm EXHBIIT 32]

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CHLN [China Housing & Land Development] 10-K: (Original Filing)

[TABLE OF CONTENT PART I ITEM 1 BUSINESS ITEM 1A RISK FACTORS ITEM 1B UNRESOLVED STAFF COMMENTS ITEM 2 PROPERTIES ITEM 3 LEGAL PROCEEDINGS ITEM 4 MINE SAFETY DISCLOSURES PART II ITEM 5 ITEM 6 SELECTED FINANCIAL DATA ITEM 7 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 7A] [SERVICE AGREEMENT THIS SERICE AGREEMENT (“Agreement”) is entered into as of the 1st day of September, 2010 between China Housing and Land Development, Inc., whose principal offices are at 6 Youyi Dong Road, Xi’an , China 710054 (hereinafter referred to as the Company”) and Dexter Fong, having an address at ___________________ (hereinafter referred to as the “Director”) to provide the] [SERVICE AGREEMENT THIS SERICE AGREEMENT (“Agreement”) is entered into as of the 1st day of September, 2010 between China Housing and Land Development, Inc., whose principal offices are at 6 Youyi Dong Road, Xi’an , China 710054 (hereinafter referred to as the Company”) and Michael Marks, having an address at _____________ (hereinafter referred to as the “Director”) to provide the] [SERVICE AGREEMENT THIS SERICE AGREEMENT (“Agreement”) is entered into as of the 1st day of September, 2010 between China Housing and Land Development, Inc., whose principal offices are at 6 Youyi Dong Road, Xi’an , China 710054 (hereinafter referred to as the Company”) and Yusheng Lin, having an address at ________________ (hereinafter referred to as the “Director”) to provide the] [SERVICE AGREEMENT THIS SERICE AGREEMENT (“Agreement”) is entered into as of the 1st day of September, 2010 between China Housing and Land Development, Inc., whose principal offices are at 6 Youyi Dong Road, Xi’an , China 710054 (hereinafter referred to as the Company”) and Suiyin Gao, having an address at _____________ (hereinafter referred to as the “Director”) to provide the] [SERVICE AGREEMENT th 13 THIS SERICE AGREEMENT (“Agreement”) is entered into as of the WHEREAS, the Company recognizes the unique qualifications and contributions of the Director and desires to secure the services of the Director on the terms and conditions set forth herein; and WHEREAS, the Director is prepared to commit to such services in return for specific arrangements on] [List of Subsidiaries Wayfast Holdings Limited (British Virgin Island) Gracemind Holdings Limited (British Virgin Island) Man State Holdings Limited (British Virgin Island) Clever Advance Limited (Hong Kong, China) Treasure Asia Holdings Limited (Hong Kong, China) Success Hill Limited (Hong Kong, China) Xi’an Tsining Housing Development Co., Ltd. (Xi’an, China) Xi’an New Land Development Co., Ltd. (Xi’an, China) Puhua (Xi’an) Real] [Consent of Independent Registered Public Accounting Firm We consent to the inclusion in this Annual Report on Form 10-K of our report dated April 1, 2013 on our audits of the consolidated balance sheets of China Housing & Land Development, Inc. as at December 31, 2012 and 2011 and the related consolidated statements of income and comprehensive income, shareholders’ equity] [CERTIFICATION I, Xiaohong Feng, certify that: 1. I have reviewed this report on Form 10-K of China Housing & Land Development, Inc. for the fiscal year ended December 31, 2012; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [CERTIFICATION I, Cangsang Huang, certify that: 1. I have reviewed this report on Form 10-K of China Housing & Land Development, Inc. for the fiscal year ended December 31, 2012; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [i. ii. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement has been provided to the Company and will be retained by the Company and will be furnished to the SEC or our staff upon request. Xiaohong Feng Chief Executive] [i. ii. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement has been provided to the Company and will be retained by the Company and will be furnished to the SEC or our staff upon request. Cangsang Huang Chief Financial]

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CHLN [China Housing & Land Development] 10-K: TABLE OF CONTENT PART I ITEM 1 BUSINESS

[TABLE OF CONTENT PART I ITEM 1 BUSINESS ITEM 1A RISK FACTORS ITEM 1B UNRESOLVED STAFF COMMENTS ITEM 2 PROPERTIES ITEM 3 LEGAL PROCEEDINGS ITEM 4 MINE SAFETY DISCLOSURES PART II ITEM 5 ITEM 6 SELECTED FINANCIAL DATA ITEM 7 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 7A] [SERVICE AGREEMENT THIS SERICE AGREEMENT (“Agreement”) is entered into as of the 1st day of September, 2010 between China Housing and Land Development, Inc., whose principal offices are at 6 Youyi Dong Road, Xi’an , China 710054 (hereinafter referred to as the Company”) and Dexter Fong, having an address at ___________________ (hereinafter referred to as the “Director”) to provide the] [SERVICE AGREEMENT THIS SERICE AGREEMENT (“Agreement”) is entered into as of the 1st day of September, 2010 between China Housing and Land Development, Inc., whose principal offices are at 6 Youyi Dong Road, Xi’an , China 710054 (hereinafter referred to as the Company”) and Michael Marks, having an address at _____________ (hereinafter referred to as the “Director”) to provide the] [SERVICE AGREEMENT THIS SERICE AGREEMENT (“Agreement”) is entered into as of the 1st day of September, 2010 between China Housing and Land Development, Inc., whose principal offices are at 6 Youyi Dong Road, Xi’an , China 710054 (hereinafter referred to as the Company”) and Yusheng Lin, having an address at ________________ (hereinafter referred to as the “Director”) to provide the] [SERVICE AGREEMENT THIS SERICE AGREEMENT (“Agreement”) is entered into as of the 1st day of September, 2010 between China Housing and Land Development, Inc., whose principal offices are at 6 Youyi Dong Road, Xi’an , China 710054 (hereinafter referred to as the Company”) and Suiyin Gao, having an address at _____________ (hereinafter referred to as the “Director”) to provide the] [SERVICE AGREEMENT th 13 THIS SERICE AGREEMENT (“Agreement”) is entered into as of the WHEREAS, the Company recognizes the unique qualifications and contributions of the Director and desires to secure the services of the Director on the terms and conditions set forth herein; and WHEREAS, the Director is prepared to commit to such services in return for specific arrangements on] [List of Subsidiaries Wayfast Holdings Limited (British Virgin Island) Gracemind Holdings Limited (British Virgin Island) Man State Holdings Limited (British Virgin Island) Clever Advance Limited (Hong Kong, China) Treasure Asia Holdings Limited (Hong Kong, China) Success Hill Limited (Hong Kong, China) Xi’an Tsining Housing Development Co., Ltd. (Xi’an, China) Xi’an New Land Development Co., Ltd. (Xi’an, China) Puhua (Xi’an) Real] [Consent of Independent Registered Public Accounting Firm We consent to the inclusion in this Annual Report on Form 10-K of our report dated April 1, 2013 on our audits of the consolidated balance sheets of China Housing & Land Development, Inc. as at December 31, 2012 and 2011 and the related consolidated statements of income and comprehensive income, shareholders’ equity] [CERTIFICATION I, Xiaohong Feng, certify that: 1. I have reviewed this report on Form 10-K of China Housing & Land Development, Inc. for the fiscal year ended December 31, 2012; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [CERTIFICATION I, Cangsang Huang, certify that: 1. I have reviewed this report on Form 10-K of China Housing & Land Development, Inc. for the fiscal year ended December 31, 2012; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [i. ii. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement has been provided to the Company and will be retained by the Company and will be furnished to the SEC or our staff upon request. Xiaohong Feng Chief Executive] [i. ii. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement has been provided to the Company and will be retained by the Company and will be furnished to the SEC or our staff upon request. Cangsang Huang Chief Financial]

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THTI [THT Heat Transfer Technology] 10-K: (Original Filing)

[FORM 10-K (Mark One) December 31, 2012 For the fiscal year ended: For the transition period from ____________to _____________ Commission File No. 001-34812 THT HEAT TRANSFER TECHNOLOGY, INC. Nevada 20-5463509 (State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.) organization) Peoples Republic of China THT Industrial Park 86-434-3265241 Title of each class Name of each exchange on which] [Beijing Juyuan Hanyang Heat Exchange Equipment Co. Ltd. Share Transfer Agreement Transferor: Hanyang International GmbH Transferee: Siping City Juyuan Hanyang Plate Heat Exchanger Co. Ltd. Beijing Juyuan Hanyang Heat Exchange Equipment Co. Ltd. (the "Joint Venture") is a Sino-foreign joint venture between Siping City Juyuan Hanyang Plate Heat Exchanger Co. Ltd. (75% ownership) and Hanyang International GmbH (25% ownership) with] [CERTIFICATIONS I, Guohong Zhao, certify that: 1. I have reviewed this annual report on Form 10-K of THT Heat Transfer Technology, Inc.; 2. Based on my knowledge, this 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] [CERTIFICATIONS I, Zhigang Xu, certify that: 1. I have reviewed this annual report on Form 10-K of THT Heat Transfer Technology, Inc.; 2. Based on my knowledge, this 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] [OF THE SARBANES-OXLEY ACT OF 2002 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. Guohong Zhao Chief Executive Officer] [OF THE SARBANES-OXLEY ACT OF 2002 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. Zhigang Xu Chief Financial Officer (Principal Financial and Accounting Officer)]

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