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






Exhibit 10.1

AMENDMENT NUMBER 4 TO SECURITIES PURCHASE AGREEMENT 

THIS AMENDMENT NUMBER 4 TO SECURITIES PURCHASE AGREEMENT, dated
as of March 1, 2011 (this “Amendment”), is entered into by and among
China Power Technology, Inc., a Nevada corporation (collectively with its
predecessors, the “Company”) and the Investors. Capitalized terms used
herein but not otherwise defined herein shall have the respective meanings set
forth in the Securities Purchase Agreement (as defined below).

BACKGROUND

The Company and the Investors are parties to that certain
Securities Purchase Agreement, dated as of June 16, 2010 (the “Securities
Purchase Agreement”). The Investors understand that certain underwriters
(the “Underwriters”) propose to enter into an underwriting agreement with
the Company providing for the public offering (the “Public Offering”) by
the Company of shares of Common Stock of the Company. To induce the Underwriters
that may participate in the Public Offering to continue their efforts in
connection with the Public Offering, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Amendment wish to amend certain provisions of the Securities
Purchase Agreement as set forth in this Amendment. 

Section 6.4 of the Securities Purchase Agreement provides that
no provisions of the Securities Purchase Agreement may be waived or amended
except in a written instrument signed by the Company and the Requisite Holders.
This Amendment constitutes a written agreement signed by the necessary parties
in order to effectuate the amendments to the Securities Purchase Agreement
specified below. 

NOW, THEREFORE, in consideration of the foregoing and the
respective covenants and agreements set forth herein, the parties hereto agree
as follows:

Section 1. The parties hereto agree that the definition
of “Qualified Public Offering” under Section 1.1 is hereby amended and restated
in its entirety as follows:

“Qualified Public Offering” means an underwritten public
offering conducted by the Company in which it raises gross proceeds of at least
$15 million and the Company’s common stock is listed concurrently or prior
thereto on a Trading Market (other than the OTCBB).”

Section 2. Except as amended hereby, the Securities
Purchase Agreement as amended by Amendments No. 1, 2 and 3, shall remain in full
force and effect. 

Section 3. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]




IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized signatories as of
the date first indicated above.

	 	COMPANY: 	 
	 	 	 
	 	CHINA POWER
      TECHNOLOGY, INC. 	 
	 	 	 	 
	 	By: 	/s/
      Honghai Zhang 	 
	 	Name:	Honghai Zhang 	 
	 	Title:	Chief Executive Officer 	 
	 	 	 	 
	 	REQUISITE
      HOLDERS: 	 
	 	 	 	 
	 	SUN FOREVER
      LIMITED 	 
	 	 	 	 
	 	By: 	/s/
      Gang Wang 	 
	 	Name: 	Gang Wang 	 
	 	Title: 	Managing Partner