[Registration No. 333- ––––––––––––––– FORM S-3 –––––––––––––––– THT HEAT TRANSFER TECHNOLOGY, INC. NEVADA 20-5463509 THT Industrial Park Guohong Zhao With copies to: Approximate date of commencement of proposed sale to the public: –––––––––––––––– Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] CALCULATION OF REGISTRATION FEE Title of each class of securities] [February 3, 2011 THT Heat Transfer Technology, Inc. Re: Registration Statement on Form S-3 Ladies and Gentlemen: In arriving at the opinions expressed below, we have examined and relied on the following documents: (a) the Articles of Incorporation of the Company; (b) the Bylaws of the Company; (c) the consents of the Board of Directors of the Company provided to] [OPTION AGREEMENT Agreement Grantor Optionee Party Parties OPTION AGREEMENT (this “ BACKGROUND Interest ’ Company The Grantor owns 92.5% of the issued and outstanding capital stock (the “ AGREEMENT NOW, THEREFORE, in consideration of the premises, mutual covenants herein set forth and other good and valuable consideration, subject to the terms and conditions herein, the Optionee hereby agrees as follows:] [February 1, 2011 Private and Confidential The Board of Directors Dear Sirs Consent of Independent Registered Public Accounting Firm We hereby consent to the use in this Registration Statement on Form S-3 of our auditor's report dated March 29, 2010 relating to the consolidated financial statements of THT Heat Transfer Technology, Inc. (the "Company") as of and for the years]