Supplementary
                  Agreement

              	
                Confidential

              


      

    

    
      
        

      



    SUPPLEMENTARY
      AGREEMENT OF EQUITY PLEDGE AGREEMENT

    


    THIS SUPPLEMENTARY
      AGREEMENT OF
      EQUITY
      PLEDGE AGREEMENT (hereinafter referred to as “this Supplementary Agreement”) is
      executed by the following parties on July 3rd,
      2008 in
      Tianjin, the PRC: 

    


    (1)
      All shareholders of Tianjin Shengkai Industrial Technology Development Co.,
      Ltd.
      (hereinafter collectively called “Party A” or “Pledgors”)

    


    
      	
              Name
                of 

              Each
                

              Shareholder

            	 	
              Shareholding
                

              Ratio
                (%)

            	 	
              ID
                Card No.

            	 	
              Contact
                Address

            
	
              Wang
                Chen

            	 	
              71.39%

            	 	
              120103196412022118

            	 	
              204-209,Gate
                8,Zhonghuan Deppartment,No.2 Road, Wujiayao, Heping District,
                Tianjin

            
	 	 	 	 	 	 	 
	
              Guo
                Wei

            	 	
              13.33%

            	 	
              120103196607222128

            	 	
              204-209,Gate
                8,Zhonghuan Department,No.2 Road, Wujiayao, Heping District,
                Tianjin

            
	 	 	 	 	 	 	 
	
              Zhao
                Yanqiu

            	 	
              6.55%

            	 	
              2310851197903050762

            	 	
              Tuanjie
                Wei, Muleng Town, Muleng City, Helongjiang Province

            
	 	 	 	 	 	 	 
	
              Ji
                Haihong

            	 	
              6.55%

            	 	
              140102197002012349

            	 	
              No.7,Unit1,4th/F,No.11,Xinmin
                Zhongjie, Xinghualing District, Taiyuan City, Shanxi
                Province

            
	 	 	 	 	 	 	 
	
              Zhang
                Ying

            	 	
              0.48%

            	 	
              51010319740824628X

            	 	
              No.3,4th/F,
                Dong 315, Huangtian Bawei 4th
                Road, Qingyang District, Chengdu City

            
	 	 	 	 	 	 	 
	
              Miao
                Yang

            	 	
              0.48%

            	 	
              110108197106111811

            	 	
              No.1905,No.1Building,
                Yangguang 100 International Department, No.2, Guanghua Road, Chaoyang
                District, Beijing

            
	 	 	 	 	 	 	 
	
              Chen
                Fang

            	 	
              0.48%

            	 	
              440402197211205769

            	 	
              Room
                401, Unit 1, Dong 3,No.2013,Xiangzhou Fenghuang North RoadôXiangzhou
                District, Zhuhai City, Guangzhou Province

            
	 	 	 	 	 	 	 
	
              Wu
                Yanping

            	 	
              0.37%

            	 	
              120106196505060526

            	 	
              No.101,Gate
                3,No.25 Building, Xinghuali, Shengli Street, Da Gang District,
                Tianjin

            
	 	 	 	 	 	 	 
	
              Liu
                Naifan

            	 	
              0.37%

            	 	
              372832196010257414

            	 	
              Dormitory
                District,Yinan Gold Mine, Yinan County, Shandong
                Province

            


    


    
      
        
        

      

      
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                  Supplementary
                    Agreement

                	
                  Confidential

                


        

      

      
        
          

        

      

    

     

    (2)
      Shengkai (Tianjin) Ceramic Valve Co., Ltd. (hereinafter called “Party B” or
“Pledgee”)

    


    Registered
      Address: Room A2-191, No.166 Xisandao, Konggang Logistic Processing Zones,
      Tianjin. 

    


    Legal
      Representative: Wang Chen

    


    (3)
      Tianjin Shengkai Industrial Technology Development Co., Ltd. (hereinafter called
      “Party C” or the “Company”)

    


    Registered
      Address: Room324, 3/F, 1st
      Street,
      Tianjin Economic-Technological Development Area

    


    Legal
      Representative: Wang Chen

    


    Whereas,
      Party
      A,
      Party B and Party C have executed the Equity Pledge Agreement on May
      30th,
      2008
      (hereinafter refereed to as the “Equity Pledge Agreement”), and the Equity
      Pledge Agreement has come into force, Now
      Party A,
      Party B and Party C, through friendly negotiations, hereby enter into this
      Supplementary Agreement as follows:

    


    1.
      The
      following shall be added to the Article 5 of Obligations of Pledgors of the
      Equity Pledge Agreement as item 5.17: 

    


    
      	5.17	
              The
                Pledgors now authorize the Pledgee to fully and completely represent
                the
                Pledgors to exercise all their shareholder's rights as the shareholders
                of
                the Company including the voting rights at the shareholders' meeting
                of
                the Company in accordance with the PRC laws and Articles of Association
                of
                the Company.

            


    

    


    2.
      The
      existing terms of the Equity Pledge Agreement shall remain the same and still
      be
      effective.

    


    3.
      This
      Supplementary Agreement shall be a supplementary agreement of the Equity Pledge
      Agreement, which is an indivisible part of the Equity Pledge
      Agreement.

    


    4.
      This
      Supplementary Agreement is executed in eleven originals with each Party holding
      one original, and each of the originals shall be equally valid and
      authentic.

    


    [Signature
      page follows]


    
      
        
        

      

      
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                    Agreement

                	
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    IN
      WITNESS WHEREOF,
      each
      party has caused this Supplementary Agreement to be executed and delivered
      as of
      the date first above written.

    


    Party
      A All
      shareholders of Tianjin Shengkai Industrial Technology Development Co., Ltd.
      (the “Pledgors”)

    


    
      	
              Name
                of the 

              Shareholders

            	
               

            	
              Signature

            	
               

            	
              Name
                of the 

              Shareholders

            	
               

            	
              Signature

            
	 	 	 	 	 	 	 
	
              Wang
                Chen

            	
               

            	
              /s/
                Wang Chen

            	
               

            	
              Guo
                Wei

            	
               

            	
              /s/
                Guo Wei

            
	 	 	 	 	 	 	 
	
              Zhao
                Yanqiu

            	
               

            	
              /s/
                Zhao Yanqiu

            	
               

            	
              Ji
                Haihong

            	
               

            	
              /s/
                Ji Haihong

            
	 	 	 	 	 	 	 
	
              Zhang
                Ying

            	
               

            	
              /s/
                Zhang Ying

            	
               

            	
              Miao
                Yang

            	
               

            	
              /s/
                Miao Yang

            
	 	 	 	 	 	 	 
	
              Chen
                Fang

            	
               

            	
              /s/
                Chen Fang

            	
               

            	
              Wu
                Yanping

            	
               

            	
              /s/
                Wu Yanping

            
	 	 	 	 	 	 	 
	
              Liu
                Naifan

            	
               

            	
              /s/
                Liu Naifan

            	
               

            	
               

            	
               

            	
               

            


    

    


    Party
      B Shengkai
      (Tianjin) Ceramic Valve Co., Ltd (the “Pledgee”)

    


    Legal
      Representative: Wang Chen

     

    Signature
      and Company Seal: /s/ Wang Chen

     

    Party
      C Tianjin
      Shengkai Industrial Technology Development Co. Ltd. (the “Company”)


     

    Legal
      Representative: Wang Chen

    


    Signature
      and Company seal: /s/ Wang Chen


    
      
        
        

      

      
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