THT Heat Transfer Technology, Inc.: Exhibit 10.10 - Filed by newsfilecorp.com






Exhibit 10.10

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 a fully paid-in
registered capital of RMB 10 million.

     Following friendly negotiation,
the Transferor and the Transferee have reached the following agreement with
respect to the transfer by the Transferor of its 25% equity interests in the
Joint Venture to the Transferee:

Article I Basic Information of the Transferor and the
Transferee

1. Transferor:

Name: Hanyang International GmbH 

Authorized Representative: Yun Han 

Title: General Manager 

Nationality: Austria

2. Transferee:

Name: Siping City Juyuan Hanyang Plate
Heat Exchanger Co. Ltd. 

Authorized Representative: Guohong Zhao


Title: Chairman 

Nationality: P. R. China

Article II Transfer Shares and Purchase Price

     The Transferor agrees to transfer
its 25% shares in the Joint Venture to the Transferee at the net purchase price
of RMB 2.5 million; and the Transferee agrees to purchase the Transferor's 25%
shares in the Joint Venture at the net purchase price of US $3.00 million.

Article III Payment of the Share Transfer Purchase Price

     Within 1 working day from the
approval date of this transaction by the government authorities, the Transferee
shall pay cash consideration of RMB 2.5 million to an account designated by the
Transferor in writing.




Article IV Upon completion of the share transfer under this
agreement, the Transferee will own 25% shares in the Joint Venture, and shall be
entitled to, perform and assume all rights, obligations and liabilities provided
in the articles of associations to the extent of its 25% equity interests in the
Joint Venture. In addition, the Transferor relinquishes its right of recourse
with respect to the undistributed profits accrued in 2010 but prior to the
effective date of this share transfer agreement.

Article V The directors designated by the Transferor will
resign from the board of the Joint Venture and the Transferee will appoint new
directors to the board.

Article VI Damages for Breach of Contract

     If the parties breach any
provisions of this agreement, the breached party shall be responsible for all
related damages.

Article VII Dispute Resolution

Any dispute arising from or in connection with this agreement
shall be resolved by friendly consultation; if the dispute cannot be resolved by
friendly consultation, the dispute shall be submitted to Hangzhou Arbitration
Commission for arbitration. The arbitration award rendered by the arbitration
tribunal shall be final and binding upon both parties. PRC laws govern the
validity, interpretation and performance of this agreement.

Article VIII This agreement is effective upon execution by both
parties and approval by the competent government authorities.

 

Transferor: Hanyang International GmbH 

Signature of authorized representative 

Date: May 10, 2012

Transferee: Siping City Juyuan Hanyang Plate Heat Exchanger Co.
Ltd. 

Signature of authorized representative 

Date: May 10, 2012

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