EXECUTION
COPY

    


    VOTING
AGREEMENT

     

    VOTING
AGREEMENT, dated as of June 19, 2009 (this "Agreement"), by and among
A-Power Energy Generation Systems, Ltd., a company incorporated under the laws
of the British Virgin Islands (the "Company"), and the
stockholders listed on the signature pages hereto under the heading "Stockholders" (each, a "Stockholder" and collectively,
the "Stockholders").

     

    WHEREAS, the Company and certain
investors (each, an "Investor", and collectively, the "Investors") have entered into a Securities
Purchase Agreement, dated as of June 18, 2009 (the "Securities Purchase
Agreement"), pursuant to
which, among other things, the Company has agreed to issue and sell to the
Investors and the Investors have agreed to purchase, (i) senior convertible
notes (the "Notes") which will, among other things, be
convertible into the Company's common shares, par value $0.0001 per share (the
"Common
Shares") and (ii) warrants
(the "Warrants"), which will be exercisable to
purchase Common Shares;

     

    WHEREAS,
as of the date hereof, the Stockholders own collectively 11,994,666 Common
Shares, which represent in the aggregate approximately 35.58%of the total issued
and outstanding capital stock of the Company; and

     

    WHEREAS,
as a condition to the willingness of the Investors to enter into the Securities
Purchase Agreement and to consummate the transactions contemplated thereby
(collectively, the "Transaction"), the Investors
have required that each Stockholder agrees, and in order to induce the Investors
to enter into the Securities Purchase Agreement, each Stockholder has agreed, to
enter into this Agreement with respect to all the Common Shares now owned and
which may hereafter be acquired by the Stockholders and any other securities, if
any, which such Stockholder is currently entitled to vote, or after the date
hereof, becomes entitled to vote, at any meeting of stockholders of the Company
(the "Other
Securities").

     

    NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements contained herein, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:

     

    ARTICLE
I

     

    VOTING AGREEMENT OF THE
STOCKHOLDER

     

    SECTION
1.01.   Voting
Agreement.  Subject to the last sentence of this
Section 1.01, each Stockholder hereby agrees that at any meeting of the
stockholders of the Company, however called, and in any action by written
consent of the Company's stockholders, each of the Stockholders shall vote the
Common Shares and the Other Securities:  (a) in favor of the
Shareholder Approval (as defined in the Securities Purchase Agreement) as
described in Section 4(r) of the Securities Purchase Agreement; (b) against any
proposal or any other corporate action or agreement that would result in a
breach of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Securities Purchase Agreement or which could
result in any of the conditions to the Company's obligations under the
Securities Purchase Agreement not being fulfilled and (c) in favor of an
increase in the authorized number of Common Shares if at any time the number of
Common Shares authorized and reserved for issuance is not sufficient to meet the
Required Reserved Amount (as defined in the Securities Purchase
Agreement).  Each Stockholder acknowledges receipt and review of a
copy of the Securities Purchase Agreement and the other Transaction Documents
(as defined in the Securities Purchase Agreement).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE
II

     

    REPRESENTATIONS AND
WARRANTIES OF THE STOCKHOLDER

     

    Each
Stockholder hereby represents and warrants, severally but not jointly, to each
of the Investors as follows:

     

    SECTION
2.01.   Authority Relative to This
Agreement.  Each Stockholder has all necessary legal capacity,
power and authority to execute and deliver this Agreement, to perform his or its
obligations hereunder and to consummate the transactions contemplated
hereby.  This Agreement has been duly executed and delivered by such
Stockholder and constitutes a legal, valid and binding obligation of such
Stockholder, enforceable against such Stockholder in accordance with its terms,
except (a) as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or similar laws
now or hereafter in effect relating to, or affecting generally the enforcement
of creditors' and other obligees' rights, (b) where the remedy of specific
performance or other forms of equitable relief may be subject to certain
equitable defenses and principles and to the discretion of the court before
which the proceeding may be brought, and (c) where rights to indemnity and
contribution thereunder may be limited by applicable law and public
policy.

     

    SECTION
2.02.    No
Conflict.  (a)  The execution and delivery of this
Agreement by such Stockholder does not, and the performance of this Agreement by
such Stockholder shall not, (i) conflict with or violate any federal, state or
local law, statute, ordinance, rule, regulation, order, judgment or decree
applicable to such Stockholder or by which the Common Shares or the Other
Securities owned by such Stockholder are bound or affected or (ii) result in any
breach of or constitute a default (or an event that with notice or lapse of time
or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any of the Common Shares or the Other
Securities owned by such Stockholder pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which such Stockholder is a party or by which such
Stockholder or the Common Shares or Other Securities owned by such Stockholder
are bound.

     

    (b)           The
execution and delivery of this Agreement by such Stockholder does not, and the
performance of this Agreement by such Stockholder shall not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental entity by such Stockholder, other than the filing of an
amendment to the Schedule 13D previously filed by Jinxiang Lu.


    
      
         


      

      
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    SECTION
2.03.   Title to the
Stock.  As of the date hereof, each Stockholder is the owner of
the number of Common Shares set forth opposite its name on Appendix A attached
hereto, entitled to vote, without restriction, on all matters brought before
holders of capital stock of the Company, which Common Shares represent on the
date hereof the percentage of the outstanding stock and voting power of the
Company set forth on such Appendix.  Such Common Shares are all the
securities of the Company owned, either of record or beneficially, by such
Stockholder.  Such Common Shares are owned free and clear of all
security interests, liens, claims, pledges, options, rights of first refusal,
agreements, limitations on such Stockholder's voting rights, charges and other
encumbrances of any nature whatsoever, other than restrictions on transfer
arising under the Securities Act of 1933, as amended.  No Stockholder
has appointed or granted any proxy, which appointment or grant is still
effective, with respect to the Common Shares or Other Securities owned by such
Stockholder.

     

    ARTICLE
III

     

    COVENANTS

     

    SECTION
3.01.   No Disposition or
Encumbrance of Stock.  Each Stockholder hereby covenants and
agrees that, until the Shareholder Approval has been obtained, except as
contemplated by this Agreement, the Lock-Up Agreements, the Put Agreements and the Pledge Agreement (as each
such term is defined in the Securities Purchase Agreement), such
Stockholder shall not offer or agree to sell, transfer, tender, assign,
hypothecate or otherwise dispose of, grant a proxy or power of attorney with
respect to, or create or permit to exist any security interest, lien, claim,
pledge, option, right of first refusal, agreement, limitation on such
Stockholder's voting rights, charge or other encumbrance of any nature
whatsoever ("Encumbrance") with respect to
the Common Shares or Other Securities, directly or indirectly, initiate, solicit
or encourage any person to take actions which could reasonably be expected to
lead to the occurrence of any of the foregoing; provided, however, that any
such Stockholder may assign, sell or transfer any Common Shares or Other
Securities provided that any such recipient of the Common Shares or Other
Securities has delivered to the Company and each Investor a written agreement in
a form reasonably satisfactory to the Investors that the recipient shall be
bound by, and the Common Shares and/or Other Securities so transferred, assigned
or sold shall remain subject to this Agreement; and, provided, further, that
such shareholder may grant a proxy or power of attorney in connection with a
stockholders meeting to vote in accordance with Section 1.01
hereof.

     

    SECTION
3.02.   Company
Cooperation.  The Company hereby covenants and agrees that it
will not, and such Stockholder irrevocably and unconditionally acknowledges and
agrees that the Company will not (and waives any rights against the Company in
relation thereto), recognize any Encumbrance or agreement on any of the Common
Shares or Other Securities subject to this Agreement unless the provisions of
Section 3.01 have been complied with.

     

    ARTICLE
IV

     

    MISCELLANEOUS

     

    SECTION
4.01.   Further
Assurances.  Each Stockholder will execute and deliver such
further documents and instruments and take all further action as may be
reasonably necessary in order to consummate the transactions contemplated
hereby.


    
      
         


      

      
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    SECTION
4.02.   Specific
Performance.  The parties hereto agree that irreparable damage
would occur in the event any provision of this Agreement was not performed in
accordance with the terms hereof and that any Investor (without being joined by
any other Investor) shall be entitled to specific performance of the terms
hereof, in addition to any other remedy at law or in equity.  Any
Investor shall be entitled to its reasonable attorneys' fees in any action
brought to enforce this Agreement in which it is the prevailing
party.

     

    SECTION
4.03.   Entire
Agreement.  This Agreement constitutes the entire agreement
among the Company and the Stockholders with respect to the subject matter hereof
and supersedes all prior agreements and understandings, both written and oral,
among the Company and the Stockholders with respect to the subject matter
hereof.

     

    SECTION
4.04.    Amendment.  The
provisions of this Agreement may not be amended or waived, nor may this
Agreement be terminated by the Company other than pursuant to the provisions of
Section 4.07.

     

    SECTION
4.05.   Severability.  If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of law, or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of this Agreement is not affected in
any manner materially adverse to any party.  Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the terms of this
Agreement remain as originally contemplated to the fullest extent
possible.

     

    SECTION
4.06.   Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York.  The parties hereby
agree that all actions or proceedings arising directly or indirectly from or in
connection with this Agreement shall be litigated only in the Supreme Court of
the State of New York or the United States District Court for the Southern
District of New York located in New York County, New York.  The
parties consent to the jurisdiction and venue of the foregoing courts and
consent that any process or notice of motion or other application to any of said
courts or a judge thereof may be served inside or outside the State of New York
or the Southern District of New York by registered mail, return receipt
requested, directed to the party being served at its address set forth on the
signature pages to this Agreement (and service so made shall be deemed complete
three (3) days after the same has been posted as aforesaid) or by personal
service or in such other manner as may be permissible under the rules of said
courts.  Each of the Company and each Stockholder irrevocably waives,
to the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of the venue of any such suit, action, or
proceeding brought in such a court and any claim that suit, action, or
proceeding has been brought in an inconvenient forum.  EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


    
      
         


      

      
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    SECTION
4.07.    Termination.  This
Agreement shall terminate immediately when the Notes and Warrants cease to be
outstanding.

     

    [Signature
Page Follows]


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, each Stockholder and the Company has duly executed this
Agreement.

     

    
      
        
          	 
      	
                   
      THE COMPANY:

                
	 
      	 
      
	 
      	
                   
      A-POWER ENERGY GENERATION 

                   
      SYSTEMS, LTD.

                
	 
      	 
      
	 
      	
                  By:

                	
                   
      /s/ Jinxiang Lu

                
	 
      	 
      	
                   
      Name:  Jinxiang Lu

                
	 
      	 
      	
                   
      Title: Chief Executive
Officer

                


        

      

    

    


    
      
        
          
            	
                    Dated:
      June 19, 2009

                  	 
      
	 
      	
                    Address:

                  	
                    No.
      44 Jingxing Road

                    Tiexi District, Shenyang

                    Liaoning
      Province 110021

                    China

                  


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                   
      STOCKHOLDERS:

                
	 
      	 
      
	 
      	
                   
      /s/ Jinxiang Lu

                
	 
      	
                   
      Jinxiang Lu

                


        

      

    

    


    
      
        
          
            
              	
                      Dated:  June
      19, 2009

                    	 
      
	 
      	
                      Address:

                    	
                      c/o
      A-Power Energy Generation

                      Systems,
      Ltd.

                    
	 
      	 
      	
                      No.
      44 Jingxing Road

                      Tiexi District, Shenyang

                    
	 
      	 
      	
                      Liaoning
      Province 110021

                      China

                    


            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                   
      STOCKHOLDERS:

                
	 
      	 
      
	 
      	
                   
      /s/ John S. Lin

                
	 
      	
                   
      John S. Lin

                


        

      

    

    


    
      
        
          
            	
                    Dated:  June
      19, 2009

                  	 
      
	 
      	
                    Address:

                  	
                    c/o
      A-Power Energy Generation 

                    Systems,
      Ltd.

                  
	 
      	 
      	
                    No.
      44 Jingxing Road

                    Tiexi District, Shenyang

                    Liaoning
      Province 110021

                    China

                  


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    APPENDIX
A

     

    
      
        
          
            
              
                
                  
                    	
                            Stockholder

                          	 	
                            Common Stock 

                            Owned

                          	 	 	
                            Percentage of Stock

                            Outstanding

                          	 	 	
                            Voting Percentage 

                            of Stock

                            Outstanding

                          	 
	 	 	 	 	 	 	 	 	 	 
	
                            Jinxiang Lu

                          	 	 	10,386,333	 	 	 	30.81	%	 	 	30.81	%
	
                            John S. Lin

                          	 	 	1,608,333	 	 	 	4.77	%	 	 	4.77	%