China Valves Technology, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com





Exhibit 10.1

CHINA VALVES TECHNOLOGY, INC.
INDEPENDENT DIRECTOR
AGREEMENT

     THIS AGREEMENT (The
“Agreement”) is made as of the 11th day of December, 2012 and is by and
between CHINA VALVES TECHNOLOGY, INC., a Nevada corporation (hereinafter
referred to as the “Company”), and Zhaonian Du (hereinafter referred to
as the “Director”).

AGREEMENT

     In consideration for the above
recited promises and the mutual promises contained herein, the adequacy and
sufficiency of which are hereby acknowledged, the Company and the Director
hereby agree as follows:

     1. DUTIES. The Company
requires that the Director be available to perform the duties of an independent
director customarily related to this function as may be determined and assigned
by the Board of Directors of the Company and as may be required by the Company’s
constituent instruments, including its certificate or articles of incorporation,
bylaws and its corporate governance and board committee charters, each as
amended or modified from time to time, and by applicable law, including the
Nevada Revised Statutes (the “NRS”). The Director agrees to devote as
much time as is necessary to perform completely the duties as the Director of
the Company, including duties as a member of the Audit Committee and such other
committees as the Director may be appointed to. The Director will perform such
duties described herein in accordance with the general fiduciary duty of
directors arising under the NRS.

     2. TERM. The term of this
Agreement shall commence as of the date of the Director’s appointment by the
Board of Directors of the Company and shall continue until the Director’s
removal or resignation.

     3. COMPENSATION. For all
services to be rendered by Director in any capacity hereunder, the Company
agrees to pay Director (A) a fee of RMB 120,000 (approximately $19,206) in cash
per year.

     4. EXPENSES. In addition
to the compensation provided in paragraph 3 hereof, the Company will reimburse
the Director for pre-approved reasonable business related expenses incurred in
good faith in the performance of the Director’s duties for the Company. Such
payments shall be made by the Company upon submission by the Director of a
signed statement itemizing the expenses incurred. Such statement shall be
accompanied by sufficient documentary matter to support the expenditures. The
Company shall also cover one round-trip business class flight for the Director
to travel from the United States to the Company’s headquarters every year.
International travel related expenses for additional trips to the Company’s
corporate headquarters will be pre-approved by the company.




     5. CONFIDENTIALITY. The
Company and the Director each acknowledge that, in order for the intents and
purposes of this Agreement to be accomplished, the Director shall necessarily be
obtaining access to certain confidential information concerning the Company and
its affairs, including, but not limited to business methods, information
systems, financial data and strategic plans which are unique assets of the
Company (“Confidential Information”). The Director covenants not to,
either directly or indirectly, in any manner, utilize or disclose to any person,
firm, corporation, association or other entity any Confidential Information.

     6. NON-COMPETE. During the
term of this Agreement and for a period of twelve (12) months following the
Director’s removal or resignation from the Board of Directors of the Company or
any of its subsidiaries or affiliates (the “Restricted Period”), the
Director shall not, directly or indirectly, (i) in any manner whatsoever engage
in any capacity with any business competitive with the Company’s current lines
of business or any business then engaged in by the Company, any of its
subsidiaries or any of its affiliates (the “Company's Business”) for the
Director’s own benefit or for the benefit of any person or entity other than the
Company or any subsidiary or affiliate; or (ii) have any interest as owner, sole
proprietor, shareholder, partner, lender, director, officer, manager, employee,
consultant, agent or otherwise in any business competitive with the Company's
Business; provided, however, that the Director may hold, directly
or indirectly, solely as an investment, not more than two percent (2%) of the
outstanding securities of any person or entity which are listed on any national
securities exchange or regularly traded in the over-the-counter market
notwithstanding the fact that such person or entity is engaged in a business
competitive with the Company's Business. In addition, during the Restricted
Period, the Director shall not develop any property for use in the Company’s
Business on behalf of any person or entity other than the Company, its
subsidiaries and affiliates.

     7. TERMINATION. With or
without cause, the Company and the Director may each terminate this Agreement at
any time upon ten (10) days written notice, and the Company shall be obligated
to pay to the Director the compensation and expenses due up to the date of the
termination. Nothing contained herein or omitted herefrom shall prevent the
shareholder(s) of the Company from removing the Director with immediate effect
at any time for any reason.

     8. INDEMNIFICATION. The
Company shall indemnify, defend and hold harmless the Director, to the full
extent allowed by the law of the State of Nevada, and as provided by, or granted
pursuant to, any charter provision, bylaw provision, agreement (including,
without limitation, the Indemnification Agreement executed herewith), vote of
stockholders or disinterested directors or otherwise, both as to action in the
Director’s official capacity and as to action in another capacity while holding
such office. The Company and the Director are executing an indemnification
agreement in the form attached hereto as Exhibit A.

     9. EFFECT OF WAIVER. The
waiver by either party of the breach of any provision of this Agreement shall
not operate as or be construed as a waiver of any subsequent breach thereof.

     10. NOTICE. Any and all
notices referred to herein shall be sufficient if furnished in writing at the
addresses specified on the signature page hereto or, if to the Company, to the
Company’s address as specified in filings made by the Company
with the U.S. Securities and Exchange Commission and if by fax to (86)
371-8612-7222.

2




     11. GOVERNING LAW. This
Agreement shall be interpreted in accordance with, and the rights of the parties
hereto shall be determined by, the laws of the State of Nevada without reference
to that state’s conflicts of laws principles.

     12. ASSIGNMENT. The rights
and benefits of the Company under this Agreement shall be transferable, and all
the covenants and agreements hereunder shall inure to the benefit of, and be
enforceable by or against, its successors and assigns. The duties and
obligations of the Director under this Agreement are personal and therefore the
Director may not assign any right or duty under this Agreement without the prior
written consent of the Company.

     13. MISCELLANEOUS. If any
provision of this Agreement shall be declared invalid or illegal, for any reason
whatsoever, then, notwithstanding such invalidity or illegality, the remaining
terms and provisions of the this Agreement shall remain in full force and effect
in the same manner as if the invalid or illegal provision had not been contained
herein.

     14. ARTICLE HEADINGS. The
article headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.

     15. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one instrument. Facsimile execution and delivery
of this Agreement is legal, valid and binding for all purposes.

     16. ENTIRE AGREEMENT.
Except as provided elsewhere herein, this Agreement sets forth the entire
agreement of the parties with respect to its subject matter and supersedes all
prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer, employee
or representative of any party to this Agreement with respect to such subject
matter.

[Signature Page Follows]

3




     IN WITNESS WHEREOF, the parties
hereto have caused this Independent Director Agreement to be duly executed and
signed as of the day and year first above written.

	 	CHINA VALVES TECHNOLOGY, INC. 
	 	  
	 	  
	 	  
	 	By: /s/ Siping Fang 
	 	Name: Siping Fang 
	 	Title: Chairman 
	 	  
	 	  
	 	  
	 	  
	 	Independent Director 
	 	  
	 	  
	 	  
	 	/s/ Zhaonian Du 
	 	Name: Zhaonian Du 


[Signature Page to Independent Director Agreement]




EXHIBIT A

Form of Indemnification Agreement

(See Attached)




INDEMNIFICATION AGREEMENT

     This Indemnification Agreement,
dated as of the 11th day of December, 2012 is made by and between CHINA VALVES
TECHNOLOGY, INC., a Nevada corporation (the "Company"), and Zhaonian Du, an
officer or director of the Company (the “Indemnitee”).

RECITALS

     A. The Company and the Indemnitee
recognize that the present state of the law is too uncertain to provide the
Company's officers and directors with adequate and reliable advance knowledge or
guidance with respect to the legal risks and potential liabilities to which they
may become personally exposed as a result of performing their duties for the
Company;

     B. The Company and the Indemnitee
are aware of the substantial growth in the number of lawsuits filed against
corporate officers and directors in connection with their activities in such
capacities and by reason of their status as such;

     C. The Company and the Indemnitee
recognize that the cost of defending against such lawsuits, whether or not
meritorious, is typically beyond the financial resources of most officers and
directors of the Company;

     D. The Company and the Indemnitee
recognize that the legal risks and potential liabilities, and the threat
thereof, associated with proceedings filed against the officers and directors of
the Company bear no reasonable relationship to the amount of compensation
received by the Company's officers and directors;

     E. The Company, after reasonable
investigation prior to the date hereof, has determined that the liability
insurance coverage available to the Company as of the date hereof is inadequate,
unreasonably expensive or both. The Company believes, therefore, that the
interest of the Company and its current and future shareholders would be best
served by a combination of (i) such insurance as the Company may obtain pursuant
to the Company's obligations hereunder and (ii) a contract with its officers and
directors, including the Indemnitee, to indemnify them to the fullest extent
permitted by law (as in effect on the date hereof, or, to the extent any
amendment may expand such permitted indemnification, as hereafter in effect)
against personal liability for actions taken in the performance of their duties
to the Company;

     F. Section 78.7502 of the Nevada
Revised Statutes empowers Nevada corporations to indemnify their officers and
directors and further states that the indemnification provided by Section
78.7502 shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under the articles of incorporation or any
bylaw, agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in an official capacity and as to action in another capacity
while holding such office; thus, Section 78.7502 does not by itself limit the
extent to which the Company may indemnify persons serving as its officers and
directors;




     G. The Company's Amended Articles
of Incorporation and Amended and Restated Bylaws authorize the indemnification
of the officers and directors of the Company in excess of that expressly
permitted by Section 78.7502;

     H. The Board of Directors of the
Company has concluded that, to retain and attract talented and experienced
individuals to serve as officers and directors of the Company and to encourage
such individuals to take the business risks necessary for the success of the
Company, it is necessary for the Company to contractually indemnify its officers
and directors, and to assume for itself liability for expenses and damages in
connection with claims against such officers and directors in connection with
their service to the Company, and has further concluded that the failure to
provide such contractual indemnification could result in great harm to the
Company and its shareholders;

     I. The Company desires and has
requested the Indemnitee to serve or continue to serve as a director or officer
of the Company, free from undue concern for the risks and potential liabilities
associated with such services to the Company; and

     J. The Indemnitee is willing to
serve, or continue to serve, the Company, provided, and on the expressed
condition, that she is furnished with the indemnification provided for
herein.

AGREEMENT

     NOW, THEREFORE, the Company and
Indemnitee agree as follows:

     1. DEFINITIONS.

          (a)
“EXPENSES” means, for the purposes of this Agreement, all direct and indirect
costs of any type or nature whatsoever (including, without limitation, any fees
and disbursements of Indemnitee's counsel, accountants and other experts and
other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in
connection with the investigation, preparation, defense or appeal of a
Proceeding; provided, however, that Expenses shall not include judgments, fines,
penalties or amounts paid in settlement of a Proceeding.

          (b)
“PROCEEDING” means, for the purposes of this Agreement, any threatened, pending
or completed action or proceeding, whether civil, criminal, administrative or
investigative (including an action brought by or in the right of the Company) in
which Indemnitee may be or may have been involved as a party or otherwise, by
reason of the fact that Indemnitee is or was a director or officer of the
Company, by reason of any action taken by her or of any inaction on her part
while acting as such director or officer or by reason of the fact that she is or
was serving at the request of the Company as a director, officer, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, or was a director or officer of the foreign or
domestic corporation which was a predecessor corporation to the Company or of
another enterprise at the request of such predecessor corporation, whether or
not she is serving in such capacity at the time any liability or expense is
incurred for which indemnification or reimbursement can be provided under this
Agreement.




     2. AGREEMENT TO SERVE.

     Indemnitee agrees to serve or
continue to serve as a director or officer of the Company to the best of her
abilities at the will of the Company or under separate contract, if such
contract exists, for so long as Indemnitee is duly elected or appointed and
qualified or until such time as she tenders her resignation in writing. Nothing
contained in this Agreement is intended to create in Indemnitee any right to
continued employment. 

     3. INDEMNIFICATION.

          (a)
THIRD PARTY PROCEEDINGS. The Company shall indemnify Indemnitee against
Expenses, judgments, fines, penalties or amounts paid in settlement (if the
settlement is approved in advance by the Company) actually and reasonably
incurred by Indemnitee in connection with a Proceeding (other than a Proceeding
by or in the right of the Company) if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe Indemnitee's conduct was unlawful. The termination
of any Proceeding by judgment, order, settlement, conviction, or upon a plea of
NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption
that Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in the best interests of the Company, or, with respect
to any criminal Proceeding, had no reasonable cause to believe that Indemnitee's
conduct was unlawful.

          (b)
PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted
by law, the Company shall indemnify Indemnitee against Expenses and amounts paid
in settlement, actually and reasonably incurred by Indemnitee in connection with
a Proceeding by or in the right of the Company to procure a judgment in its
favor if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in the best interests of the Company and its shareholders.
Notwithstanding the foregoing, no indemnification shall be made in respect of
any claim, issue or matter as to which Indemnitee shall have been adjudged
liable to the Company in the performance of Indemnitee's duty to the Company and
its shareholders unless and only to the extent that the court in which such
action or proceeding is or was pending shall determine upon application that, in
view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnity for expenses and then only to the extent that the court
shall determine.

          (c)
SCOPE. Notwithstanding any other provision of this Agreement but subject to
SECTION 14(b), the Company shall indemnify the Indemnitee to the fullest extent
permitted by law, notwithstanding that such indemnification is not specifically
authorized by other provisions of this Agreement, the Company's Amended Articles
of Incorporation, the Company's Amended and Restated Bylaws or by statute.




     4. LIMITATIONS ON
INDEMNIFICATION.

     Any other provision herein to the
contrary notwithstanding, the Company shall not be obligated pursuant to the
terms of this Agreement: 

          (a)
EXCLUDED ACTS. To indemnify Indemnitee for any acts or omissions or transactions
from which a director may not be relieved of liability under applicable law;

          (b)
EXCLUDED INDEMNIFICATION PAYMENTS. To indemnify or advance Expenses in violation
of any prohibition or limitation on indemnification under the statutes,
regulations or rules promulgated by any state or federal regulatory agency
having jurisdiction over the Company.

          (c)
CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance Expenses to Indemnitee
with respect to Proceedings or claims initiated or brought voluntarily by
Indemnitee and not by way of defense, except with respect to proceedings brought
to establish or enforce a right to indemnification under this Agreement or any
other statute or law or otherwise as required under Section 78.7502 of the
Nevada Revised Statutes, but such indemnification or advancement of Expenses may
be provided by the Company in specific cases if the Board of Directors has
approved the initiation or bringing of such suit;

          (d)
LACK OF GOOD FAITH. To indemnify Indemnitee for any Expenses incurred by the
Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or
interpret this Agreement, if a court of competent jurisdiction determines that
each of the material assertions made by the Indemnitee in such proceeding was
not made in good faith or was frivolous; 

          (e)
INSURED CLAIMS. To indemnify Indemnitee for Expenses or liabilities of any type
whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes
or penalties, and amounts paid in settlement) which have been paid directly to
or on behalf of Indemnitee by an insurance carrier under a policy of directors'
and officers' liability insurance maintained by the Company or any other policy
of insurance maintained by the Company or Indemnitee;

          (f)
CLAIMS UNDER SECTION 16(b). To indemnify Indemnitee for Expenses and the payment
of profits arising from the purchase and sale by Indemnitee of securities in
violation of Section 16(b) of the Securities Exchange Act of 1934, as amended,
or any similar successor statute. 

     5. DETERMINATION OF RIGHT TO
INDEMNIFICATION.

     Upon receipt of a written claim
addressed to the Board of Directors for indemnification pursuant to SECTION 3,
the Company shall determine by any of the methods set forth in Section 78.751 of
the Nevada Revised Statutes whether Indemnitee has met the applicable standards
of conduct which makes it permissible under applicable law to indemnify
Indemnitee. If a claim under SECTION 3 is not paid in full by the Company within
ninety (90) days after such written claim has been received by the Company, the Indemnitee may at
any time thereafter bring suit against the Company to recover the unpaid amount
of the claim and, unless such action is dismissed by the court as frivolous or
brought in bad faith, the Indemnitee shall be entitled to be paid also the
expense of prosecuting such claim. The court in which such action is brought
shall determine whether Indemnitee or the Company shall have the burden of proof
concerning whether Indemnitee has or has not met the applicable standard of
conduct.




     6. ADVANCEMENT AND REPAYMENT OF
EXPENSES.

     Subject to SECTION 4 hereof, the
Expenses incurred by Indemnitee in defending and investigating any Proceeding
shall be paid by the Company in advance of the final disposition of such
Proceeding within 30 days after receiving from Indemnitee the copies of invoices
presented to Indemnitee for such Expenses, if Indemnitee shall provide an
undertaking to the Company to repay such amount to the extent it is ultimately
determined that Indemnitee is not entitled to indemnification. In determining
whether or not to make an advance hereunder, the ability of Indemnitee to repay
shall not be a factor. Notwithstanding the foregoing, in a proceeding brought by
the Company directly, in its own right (as distinguished from an action bought
derivatively or by any receiver or trustee), the Company shall not be required
to make the advances called for hereby if the Board of Directors determines, in
its sole discretion, that it does not appear that Indemnitee has met the
standards of conduct which make it permissible under Applicable law to indemnify
Indemnitee and the advancement of Expenses would not be in the best interests of
the Company and its shareholders.

     7. PARTIAL INDEMNIFICATION.

     If the Indemnitee is entitled
under any provision of this Agreement to indemnification or advancement by the
Company of some or a portion of any Expenses or liabilities of any type
whatsoever (including, but not limited to, judgments, fines, penalties, and
amounts paid in settlement) incurred by him in the investigation, defense,
settlement or appeal of a Proceeding, but is not entitled to indemnification or
advancement of the total amount thereof, the Company shall nevertheless
indemnify or pay advancements to the Indemnitee for the portion of such Expenses
or liabilities to which the Indemnitee is entitled. 

     8. NOTICE TO COMPANY BY
INDEMNITEE.

     Indemnitee shall notify the
Company in writing of any matter with respect to which Indemnitee intends to
seek indemnification hereunder as soon as reasonably practicable following the
receipt by Indemnitee of written notice thereof; provided, however, that any
delay in so notifying the Company shall not constitute a waiver by Indemnitee of
her rights hereunder. The written notification to the Company shall be addressed
to the Board of Directors and shall include a description of the nature of the
Proceeding and the facts underlying the Proceeding and be accompanied by copies
of any documents filed with the court in which the Proceeding is pending. In
addition, Indemnitee shall give the Company such information and cooperation as
it may reasonably require and as shall be within Indemnitee's power.




     9. MAINTENANCE OF LIABILITY
INSURANCE.

          (a)
Subject to SECTION 4 hereof, the Company hereby agrees that so long as
Indemnitee shall continue to serve as a director or officer of the Company and
thereafter so long as Indemnitee shall be subject to any possible Proceeding,
the Company, subject to SECTION 9(B), shall use reasonable commercial efforts to
obtain and maintain in full force and effect directors' and officers' liability
insurance (“D&O Insurance”) which provides Indemnitee the same rights and
benefits as are accorded to the most favorably insured of the Company's
directors, if Indemnitee is a director; or of the Company's officers, if
Indemnitee is not a director of the Company but is an officer.

          (b)
Notwithstanding the foregoing, the Company shall have no obligation to obtain or
maintain D&O Insurance if the Company determines in good faith that such
insurance is not reasonably available, the premium costs for such insurance are
disproportionate to the amount of coverage provided, the coverage provided by
such insurance is limited by exclusions so as to provide an insufficient
benefit, or the Indemnitee is covered by similar insurance maintained by a
subsidiary or parent of the Company.

          (c)
If, at the time of the receipt of a notice of a claim pursuant to SECTION 8
hereof, the Company has D&O Insurance in effect, the Company shall give
prompt notice of the commencement of such Proceeding to the insurers in
accordance with the procedures set forth in the respective policies. The Company
shall thereafter take all necessary or desirable action to cause such insurers
to pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies. 

     10. DEFENSE OF CLAIM.

     In the event that the Company
shall be obligated under SECTION 6 hereof to pay the Expenses of any Proceeding
against Indemnitee, the Company, if appropriate, shall be entitled to assume the
defense of such Proceeding, with counsel approved by Indemnitee, which approval
shall not be unreasonably withheld, upon the delivery to Indemnitee of written
notice of its election to do so. After delivery of such notice, approval of such
counsel by Indemnitee and the retention of such counsel by the Company, the
Company will not be liable to Indemnitee under this Agreement for any fees of
counsel subsequently incurred by Indemnitee with respect to the same Proceeding,
provided that (i) Indemnitee shall have the right to employ her counsel in any
such Proceeding at Indemnitee's expense; and (ii) if (A) the employment of
counsel by Indemnitee has been previously authorized by the Company, or (B)
Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Company and the Indemnitee in the conduct of such defense
or (C) the Company shall not, in fact, have employed counsel to assume the
defense of such Proceeding, then the fees and expenses of Indemnitee's counsel
shall be at the expense of the Company.

     11. ATTORNEYS' FEES.

     In the event that Indemnitee or
the Company institutes an action to enforce or interpret any terms of this
Agreement, the Company shall reimburse Indemnitee for all of the Indemnitee's
reasonable fees and expenses in bringing and pursuing such
action or defense, unless as part of such action or defense, a court of
competent jurisdiction determines that the material assertions made by
Indemnitee as a basis for such action or defense were not made in good faith or
were frivolous.




     12. CONTINUATION OF
OBLIGATIONS.

     All agreements and obligations of
the Company contained herein shall continue during the period the Indemnitee is
a director or officer of the Company, or is or was serving at the request of the
Company as a director, officer, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, and shall
continue thereafter so long as the Indemnitee shall be subject to any possible
proceeding by reason of the fact that Indemnitee served in any capacity referred
to herein.

     13. SUCCESSORS AND ASSIGNS.

     This Agreement establishes
contract rights that shall be binding upon, and shall inure to the benefit of,
the successors, assigns, heirs and legal representatives of the parties
hereto.

     14. NON-EXCLUSIVITY.

          (a)
The provisions for indemnification and advancement of expenses set forth in this
Agreement shall not be deemed to be exclusive of any other rights that the
Indemnitee may have under any provision of law, the Company's Amended Articles
of Incorporation or Amended and Restated Bylaws, the vote of the Company's
shareholders or disinterested directors, other agreements or otherwise, both as
to action in her official capacity and action in another capacity while
occupying her position as a director or officer of the Company.

          (b)
In the event of any changes, after the date of this Agreement, in any applicable
law, statute, or rule which expand the right of a Nevada corporation to
indemnify its officers and directors, the Indemnitee's rights and the Company's
obligations under this Agreement shall be expanded to the full extent permitted
by such changes. In the event of any changes in any applicable law, statute or
rule, which narrow the right of a Nevada corporation to indemnify a director or
officer, such changes, to the extent not otherwise required by such law, statute
or rule to be applied to this Agreement, shall have no effect on this Agreement
or the parties' rights and obligations hereunder.

     15. EFFECTIVENESS OF
AGREEMENT.

     To the extent that the
indemnification permitted under the terms of certain provisions of this
Agreement exceeds the scope of the indemnification provided for in the Nevada
Revised Statutes, such provisions shall not be effective unless and until the
Company's Articles of Incorporation authorize such additional rights of
indemnification. In all other respects, the balance of this Agreement shall be
effective as of the date set forth on the first page and may apply to acts of
omissions of Indemnitee which occurred prior to such date if Indemnitee was an
officer, director, employee or other agent of the Company, or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, at the time
such act or omission occurred.




     16. SEVERABILITY.

     Nothing in this Agreement is
intended to require or shall be construed as requiring the Company to do or fail
to do any act in violation of applicable law. The Company's inability, pursuant
to court order, to perform its obligations under this Agreement shall not
constitute a breach of this Agreement. The provisions of this Agreement shall be
severable as provided in this SECTION 16. If this Agreement or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the
full extent permitted by any applicable portion of this Agreement that shall not
have been invalidated, and the balance of this Agreement not so invalidated
shall be enforceable in accordance with its terms.

     17. GOVERNING LAW.

     This Agreement shall be
interpreted and enforced in accordance with the laws of the State of Nevada,
without reference to its conflict of law principals. To the extent permitted by
applicable law, the parties hereby waive any provisions of law which render any
provision of this Agreement unenforceable in any respect. 

     18. NOTICE.

     All notices, requests, demands
and other communications under this Agreement shall be in writing and shall be
deemed duly given (i) if delivered by hand and receipted for by the party
addressee or (ii) if mailed by certified or registered mail with postage
prepaid, on the third business day after the mailing date. Addresses for notice
to either party are as shown on the signature page of this Agreement, or as
subsequently modified by written notice.

     19. MUTUAL ACKNOWLEDGMENT.

     Both the Company and Indemnitee
acknowledge that in certain instances, federal law or applicable public policy
may prohibit the Company from indemnifying its directors and officers under this
Agreement or otherwise. Indemnitee understands and acknowledges that the Company
has undertaken or may be required in the future to undertake with the
appropriate state or federal regulatory agency to submit for approval any
request for indemnification, and has undertaken or may be required in the future
to undertake with the Securities and Exchange Commission to submit the question
of indemnification to a court in certain circumstances for a determination of
the Company's right under public policy to indemnify Indemnitee.

     20. COUNTERPARTS.

     This Agreement may be executed in
one or more counterparts, each of which shall constitute an original.




     21. AMENDMENT AND
TERMINATION.

     No amendment, modification,
termination or cancellation of this Agreement shall be effective unless in
writing signed by both parties hereto.

[Signature Page Follows]




     IN WITNESS WHEREOF, the parties
have executed this Agreement as of the day and year set forth above.

	COMPANY: 	INDEMNITEE: 
	  	  
	CHINA VALVES TECHNOLOGY, INC. 	  
	  	  
	  	  
	  	  
	  	  
	By:/s/ Siping Fang 	/s/ Zhaonian Du 
	         Name: Siping Fang 	Zhaonian Du 
	         Title: Chairman 	  


[Signature Page to Indemnification Agreement]