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NFEC [NF Energyvingrp] 10-Q/A: (Original Filing)

[FORM 10-Q/A (Amendment No. 1) x March 31 , 2013 NF Energyvingrporation Delaware 02-0563302 (State or Other Jurisdiction oforporation or organization) (I.R.S. Employer Identification No.) Room 3106 Block C, 390 Qingnian Avenue, Heping District Shenyang, P. R. China 110002 (8624) 8563-1159 x Yes x Yes Large accelerated filer] [Certifications I, Gang, Li, certify that: 1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of NF Energyvingrporation. 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] [Certifications I, Lihua Wang, certify that: 1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of NF Energyvingrporation. 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] [SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany for the period ended March 31, 2013. NF Energyvingrporation Gang Li ( v357260_ex32-1.htm 4 EX-32.1] [SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany for the period ended March 31, 2013. NF Energyvingrporation Lihua, Wang Principal Financial and Accounting Officer) ( v357260_ex32-2.htm 5]

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NFEC [NF Energyvingrp] 10-Q/A: FORM 10-Q/A (Amendment No. 1) x March 31

[FORM 10-Q/A (Amendment No. 1) x March 31 , 2013 NF Energyvingrporation Delaware 02-0563302 (State or Other Jurisdiction oforporation or organization) (I.R.S. Employer Identification No.) Room 3106 Block C, 390 Qingnian Avenue, Heping District Shenyang, P. R. China 110002 (8624) 8563-1159 x Yes x Yes Large accelerated filer] [Certifications I, Gang, Li, certify that: 1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of NF Energyvingrporation. 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] [Certifications I, Lihua Wang, certify that: 1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of NF Energyvingrporation. 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] [SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany for the period ended March 31, 2013. NF Energyvingrporation Gang Li ( v357260_ex32-1.htm 4 EX-32.1] [SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany for the period ended March 31, 2013. NF Energyvingrporation Lihua, Wang Principal Financial and Accounting Officer) ( v357260_ex32-2.htm 5]

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NFEC [NF Energy Saving] 10-K/A: (Original Filing)

[] [CODE OF ETHICS OF NF ENERGY SAVING CORPORATION I. Objectives NF Energy Saving Corporation (the “Company”) is committed to the highest level of ethical behavior. The Company's business success depends upon the reputation of the Company and its directors, officer and employees to perform with the highest level of integrity and principled business conduct. · Honest and ethical conduct, including] [Name Place of incorporation and kind of legal entity Liaoning Nengfa Weiye Energy Technology Co. Ltd. The PRC, a limited liability company Liaoning Nengfa Weiye Tei Fa Sales Co., Ltd. The PRC, a limited liability company] [Consent of Independent Registered Public Accounting Firm The Board of Directors NF Energy Saving Corporation We consent to the incorporation by reference in the Registration Statement of NF Energy Saving Corporation (the “Company”) on Form S-3 (File No. 333-172537) of our report dated March 29, 2013, except for the restatement described in Note 24 to the consolidated financial statements as] [Certification I, Gang Li, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of NF Energy Saving 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] [Certification I, Lihua Wang certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of NF Energy Saving 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] [18 U.S.C. SECTION 1350 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the fiscal year ended December 31, 2012. Gang Li Chief Executive Officer] [18 U.S.C. SECTION 1350 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company for the fiscal year ended December 31, 2012. Lihua Wang Chief Executive Financial Officer Principal Financial Officer ( .]

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NFEC [NF Energy Saving] 10-K/A:

[] [CODE OF ETHICS OF NF ENERGY SAVING CORPORATION I. Objectives NF Energy Saving Corporation (the “Company”) is committed to the highest level of ethical behavior. The Company's business success depends upon the reputation of the Company and its directors, officer and employees to perform with the highest level of integrity and principled business conduct. · Honest and ethical conduct, including] [Name Place of incorporation and kind of legal entity Liaoning Nengfa Weiye Energy Technology Co. Ltd. The PRC, a limited liability company Liaoning Nengfa Weiye Tei Fa Sales Co., Ltd. The PRC, a limited liability company] [Consent of Independent Registered Public Accounting Firm The Board of Directors NF Energy Saving Corporation We consent to the incorporation by reference in the Registration Statement of NF Energy Saving Corporation (the “Company”) on Form S-3 (File No. 333-172537) of our report dated March 29, 2013, except for the restatement described in Note 24 to the consolidated financial statements as] [Certification I, Gang Li, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of NF Energy Saving 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] [Certification I, Lihua Wang certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of NF Energy Saving 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] [18 U.S.C. SECTION 1350 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the fiscal year ended December 31, 2012. Gang Li Chief Executive Officer] [18 U.S.C. SECTION 1350 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company for the fiscal year ended December 31, 2012. Lihua Wang Chief Executive Financial Officer Principal Financial Officer ( .]

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NFEC [NF Energy Saving] CORRESP: (Original Filing)

[NF ENERGY SAVINGS CORPORATION ROOM 3106, BLOCK C, 390 QINGNIAN AVENUE HEPING DISTRICT SHENYANG, P.R. CHINA 110002 October 22, 2013 Mr. John Cash Branch Chief Re: NF Energy Saving Corporation Form 10-K for the year ended December 31, 2012 Filed March 29, 2013 File No. 1-34890 Dear Mr. Cash: I am responding to the comments on behalf of NF Energy]

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NFEC [NF Energyvingrp] 10-Q/A: EXPLANATORY NOTE This amended filing on Form 10-Q/A

[EXPLANATORY NOTE This amended filing on Form 10-Q/A is being filed part of a restatement of NF Energyvingrporationsnsolidated statements ofsh flows for (A) the years ended December 31, 2012 and 2011, presented in thempanys Annual Report on Form 10-K for the year ended December 31, 2012, (B) the three months ended March 31, 2013 and] [Certifications I, Gang, Li, certify that: 1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of NF Energyvingrporation. 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] [Certifications I, Lihua Wang, certify that: 1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of NF Energyvingrporation. 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] [SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany for the period ended June 30, 2013. NF Energyvingrporation Gang Li ( v357257_ex32-1.htm 4 EX-32.1] [SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany for the period ended June 30, 2013. NF Energyvingrporation Lihua, Wang Principal Financial and Accounting Officer) ( v357257_ex32-2.htm 5]

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NFEC [NF Energyving] CORRESP: NF ENERGY SAVINGS CORPORATION ROOM 3106, BLOCK C,

[NF ENERGY SAVINGS CORPORATION ROOM 3106, BLOCK C, 390 QINGNIAN AVENUE HEPING DISTRICT SHENYANG, P.R. CHINA 110002 October 22, 2013 Mr. John Cash Branch Chief Re: NF Energy Saving Corporation Form 10-K for the year ended December 31, 2012 Filed March 29, 2013 File No. 1-34890 Dear Mr. Cash: I am responding to the comments on behalf of NF Energy]

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NFEC [NF Energyving] 10-K/A: (Original Filing)

[] [CODE OF ETHICS OF NF ENERGY SAVING CORPORATION I. Objectives NF Energy Saving Corporation (the “Company”) is committed to the highest level of ethical behavior. The Company's business success depends upon the reputation of the Company and its directors, officer and employees to perform with the highest level of integrity and principled business conduct. · Honest and ethical conduct, including] [Name Place of incorporation and kind of legal entity Liaoning Nengfa Weiye Energy Technology Co. Ltd. The PRC, a limited liability company Liaoning Nengfa Weiye Tei Fa Sales Co., Ltd. The PRC, a limited liability company] [Consent of Independent Registered Public Accounting Firm The Board of Directors NF Energy Saving Corporation We consent to the incorporation by reference in the Registration Statement of NF Energy Saving Corporation (the “Company”) on Form S-3 (File No. 333-172537) of our report dated March 29, 2013, except for the restatement described in Note 24 to the consolidated financial statements as] [Certification I, Gang Li, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of NF Energy Saving 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] [Certification I, Lihua Wang certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of NF Energy Saving 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] [18 U.S.C. SECTION 1350 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the fiscal year ended December 31, 2012. Gang Li Chief Executive Officer] [18 U.S.C. SECTION 1350 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company for the fiscal year ended December 31, 2012. Lihua Wang Chief Executive Financial Officer Principal Financial Officer ( .]

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NFEC [NF Energyving] 10-K/A:

[] [CODE OF ETHICS OF NF ENERGY SAVING CORPORATION I. Objectives NF Energy Saving Corporation (the “Company”) is committed to the highest level of ethical behavior. The Company's business success depends upon the reputation of the Company and its directors, officer and employees to perform with the highest level of integrity and principled business conduct. · Honest and ethical conduct, including] [Name Place of incorporation and kind of legal entity Liaoning Nengfa Weiye Energy Technology Co. Ltd. The PRC, a limited liability company Liaoning Nengfa Weiye Tei Fa Sales Co., Ltd. The PRC, a limited liability company] [Consent of Independent Registered Public Accounting Firm The Board of Directors NF Energy Saving Corporation We consent to the incorporation by reference in the Registration Statement of NF Energy Saving Corporation (the “Company”) on Form S-3 (File No. 333-172537) of our report dated March 29, 2013, except for the restatement described in Note 24 to the consolidated financial statements as] [Certification I, Gang Li, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of NF Energy Saving 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] [Certification I, Lihua Wang certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of NF Energy Saving 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] [18 U.S.C. SECTION 1350 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the fiscal year ended December 31, 2012. Gang Li Chief Executive Officer] [18 U.S.C. SECTION 1350 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company for the fiscal year ended December 31, 2012. Lihua Wang Chief Executive Financial Officer Principal Financial Officer ( .]

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NFEC [NF Energyvingrp] 10-Q/A: (Original Filing)

[EXPLANATORY NOTE This amended filing on Form 10-Q/A is being filed part of a restatement of NF Energyvingrporationsnsolidated statements ofsh flows for (A) the years ended December 31, 2012 and 2011, presented in thempanys Annual Report on Form 10-K for the year ended December 31, 2012, (B) the three months ended March 31, 2013 and] [Certifications I, Gang, Li, certify that: 1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of NF Energyvingrporation. 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] [Certifications I, Lihua Wang, certify that: 1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of NF Energyvingrporation. 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] [SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany for the period ended June 30, 2013. NF Energyvingrporation Gang Li ( v357257_ex32-1.htm 4 EX-32.1] [SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany for the period ended June 30, 2013. NF Energyvingrporation Lihua, Wang Principal Financial and Accounting Officer) ( v357257_ex32-2.htm 5]

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