股票认购协议

SMARTHEAT INC.SUBSCRIPTION AGREEMENTSMARTHEAT INC.公司股票认购协议This Subscription Agreement pertains to the offering by SmartHeat Inc. (the “Company”) of up to Two Million Two Hundred Eighty Five Thousand Seven Hundred Fourteen (2,285,714) units (the “Units”), with each Unit consisting of one (1) share of the Company’s common stock (the “Shares”) and warrants to purchase fifteen percent (15%) of one (1) share of the Company’s common stock at an exercise price of Six Dollars ($6.00) per share (the “Warrants”), at a purchase price of Three Dollars Fifty Cents ($3.50) per Unit for an aggregate offering of a minimum of Five Million Dollars ($5,000,000) and up to a maximum of Eight Million Dollars ($8,000,000) (the “Offering”) described in the Private Placement Offering Memorandum for the Units dated May 23, 2008, as the same hereto may be amended (the "Offering Memorandum"). The minimum subscription that the Company will accept from any investor is Ten Thousand (10,000) Units for a purchase price of Thirty Five Thousand Dollars ($35,000). The Company is making this offering solely to accredited investors (as defined under Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)).本协议旨在对SmartHeat Inc.公司（以下简称“公司”）发行共计2,285,714单位有价证券（以下简称“发行单位”）的相关事宜进行约定。

按照约定，每一发行单位包括一股公司普通股股票（以下简称“发行股票”）及一份权证（该权证的持有人所持有的每一份权证可以6美元的行权价格购买公司15%股的公司普通股股票，以下简称“发行权证”）；此次发行总的融资金额将按照2008年5月23 日所签订的《私募发行协议》及其修订协议（以下简称“《发行协议》”）确定，为500万美元至800万美元之间；此次发行每一投资人应至少认购10000发行单位，相应的最低投资金额为35000美元。

The undersigned, intending to be legally bound, hereby offers to purchase from the Company the number of Units for the aggregate purchase price set forth on the signature page hereto.The Company will be deemed to have accepted this offer upon execution by it of the Receipt and Acceptance attached to this Subscription Agreement. This subscription is submitted to the Company subject to its acceptance and in accordance with, and subject to, the terms and conditions described in, this Subscription Agreement.1.Definitions. In addition to the terms defined elsewhere in this Subscription Agreement, for all purposes of this Subscription Agreement, the following terms shall have the meanings indicated in this Section 1:一、定义“Affiliate”means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144.“Commission” means the Securities and Exchange Commission.“Exchange Act” means the Securities Exchange Act of 1934, as amended.“GAAP” means U.S. generally accepted accounting principles.“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.“Securities Act” means the Securities Act of 1933, as amended.“Transaction Documents” means this Subscription Agreement, the Warrants, the Registration Rights Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.2.Verification of Investor Suitability under Regulation D. The undersigned understands that in order to subscribe for the Units in this Offering, the undersigned must be an “accredited investor” as defined in Section 501 of Regulation D under the Se curities Act and the undersigned hereby represents and warrants that it is an “accredited investor” as such item is defined in Rule 501(a) promulgated under the Securities Act. Furthermore, the Company understands that, as a condition to the Company’s acc eptance of this subscription, the undersigned must complete a Purchaser Questionnaire in the form attached hereto.二、合格投资者身份声明3.Amount and Method of Payment. The purchase price for the Units is Three Dollars Fifty Cents ($3.50) per Unit and shall be paid by tender of a check made payable to SmartHeat Inc. or wire transfer of immediately available funds to the special segregated account set forth on the last page hereof (the “Segregated Account”) in the amount of Three Dollars Fifty Cents ($3.50) per Unit multiplied by the number of Units purchased by the undersigned as set forth on the signature page hereof (the “Purchase Price”). All proceeds of this Offering will be deposited in the Segregated Account and will not be released to the Company until gross proceeds of at least Five Million Dollars ($5,000,000) have been deposited into the Segregated Account. If this amount is not received before July 31, 2008, as such date may be extended as provided in the Offering Memorandum, then the Purchase Price shall be returned to the undersigned in full without interest unless the Company determines, in its sole discretion, to extend the offering period. Affiliates of placement agents and the Company may purchase Units for their own account.Such purchases will be included in determining whether the minimum amount of this Offering has been sold.三、认购金额及支付方式此次发行每一认购单位的发行价格为3.5美元，支付方式为支票或者电汇。