EXHIBIT
10.15

     

     

     

     

    Amended
and Restated Asset Purchase Agreement between

    Shenyang
Taiyu Machinery and Electrical Equipment Co., Ltd

    and
Siping Beifang Heat Exchanger Manufacture Co., Ltd

     

    


     

    


     

    


     

    June
16, 2009

     

    Shenyang

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    This
amended and restated Asset Purchase Agreement (the “Agreement”) amends and
restates that certain Asset Acquisition Agreement between Siping Beifang Heat
Exchanger Manufacture Co., Ltd and Shenyang Taiyu-Machinery and Electrical
Equipment Co., Ltd dated May 27, 2009. Siping Beifang Heat Exchanger Manufacture
Co., Ltd has decided to sell certain plant and equipment to Shenyang
Taiyu-Machinery and Electrical Equipment Co., Ltd after friendly consultation by
both parties.

     

    The two
parties have reached this agreement on the acquisition of the Subject Assets (as
defined below) and both parties agree to implement the assets sale under the
agreement according to the rights and obligations as stipulated in the
agreement.

     

    
      	
              I.

            	
              Parties
      to the agreement

            


    

     

    Party A:
Siping Beifang Heat Exchanger Manufacture Co., Ltd

     

    Legal
Representative: Li Shufeng

     

    Party B:
Shenyang Taiyu-Machinery and Electrical Equipment Co., Ltd

     

    Legal
Representative: Wang Jun

     

    
      	
              II.

            	
              Subject
      Assets

            


    

     

    Both
parties agree that Party A undertakes and ensures to transfer to Party B certain
plant and equipment specified on the asset list (except for credit and debt)
determined jointly by both parties as of the date of signing the agreement when
the assets under the agreement satisfying the legal transfer conditions
according to the terms and conditions of this agreement (the “Subject Assets”).
Party A covenants and agrees that it is the sole owner of all of the Subject
Assets and can transfer such assets to Party B free and clear of any lien,
mortgage or other encumbrance. The Subject Assets shall include:

     

    
      	
              1.  

            	
              The
      land, building and land attachments to which Party A has the property
      right or has not obtained the property right thereof but already acquired
      and possessed legally (including those Party A acquired by contract) and
      other associated properties that Party A has legally possessed but has not
      acquired or used;

            


    

     

    
      	
              2.  

            	
              All
      production equipment, auxiliary equipment and spare
  parts;

            


    

     

    
      	
              3.  

            	
              Some
      of the raw materials

            


    

     

     

    
      
         

      

      
        - 1
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    The
Subject Assets include but are not limited to those listed above and shall be
subject to the final check jointly by both parties against the asset list
provided by Party A (the “Asset List”). With regard to the asset listed in the
Asset List, besides the responsibility of ensuring the assets under the
Agreement do not have any defects, Party A shall be responsible
for:

     

    
      	
              a.  

            	
              providing
      Party B the original of ownership certificates of the land and buildings
      or the copies acceptable for Party B, the formalities for construction,
      approval and filing and other relevant documents if the ownership
      certificates are not available, complete technical data related to land
      and building projects including drawings for future maintenance and repair
      after taking over;

            


    

     

    
      	
              b.  

            	
              withdrawing
      the mortgage or other encumbrances if the Subject Assets have mortgage or
      other encumbrances so that the Subject Assets are delivered free and clear
      of any liens, mortgages or any
encumbrances;

            


    

     

    
      	
              c.  

            	
              ensuring
      that the board of shareholders and board of directors of the Party A have
      made unanimous resolution on the sale of the Subject
    Assets;

            


    

     

    
      	
              d.  

            	
              ensuring
      that the creditors of Party A unanimously agree with the sale, and
      undertaking the full liability and compensating Party B for all the losses
      including all the due benefits if the agreement can’t be
      fulfilled due to the object raised by Party A’s
      creditors.

            


    

     

    Party A
shall ensure the truth of the above terms and documents and that the assets
carried on the Asset List shall not have material changes after signing the
agreement.

     

    
      	
              III.

            	
              Continual
      assistance by Party A after the acquisition of the
  assets

            


    

     

    To ensure
the operation by the management of Party B and the successful takeover of Party
A’s Subject
Assets, Party A undertakes that its board of shareholders and board of directors
will give Party B the assistance regarding the orderly transfer of Subject
Assets by Siping Beifang Heat Exchanger Manufacture Co., Ltd including, without
limitation, Party B’s right to decide
on the use, transfer or disposal of the Subject Assets of Party A (excluding
original credit and debt, all credits and debts of the predecessor company shall
be disposed and cleared off by Party A prior to the signing of the
agreement);

     

     

    
      
         

      

      
        - 2
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    To ensure
the smooth implementation of the above work, Party A shall undertake the
following responsibilities:

     

    
      	
              1.  

            	
              Divestiture,
      disposal and liquidation of all credits and debts prior to the signing of
      the agreement within a half year after the commencement of the acquisition
      of Subject Assets. Any disputes arising from the credit and debt during
      the acquisition shall be dealt with by Party A and if the acquisition is
      hindered due to the disputes Party A shall be held
      responsible;

            


    

     

    
      	
              2.  

            	
              Party
      A shall be responsible for all affairs that need the legal representative
      to solve in person;

            


    

     

    
      	
              3.  

            	
              Party
      A shall be responsible for providing Party B all information, materials
      and reports needed for operation and ensure the truth, completeness and
      timeliness thereof;

            


    

     

    
      	
              4.  

            	
              Party
      A shall be responsible for handling the formalities for the transfer of
      all Subject Assets ;

            


    

     

    
      	
              IV.

            	
              Acquisition
      price

            


    

     

    After
friendly consultation by both parties, as for the above Subject
Assets  Party B shall pay RMB 54 million yuan (RMB fifty-four million
yuan) to Party A in cash.  The specific description of the
consideration for the acquisition is as follows:

     

    
      	
              1.  

            	
              The
      acquisition price excludes all the credits and debts of Party A prior to
      the signing of the agreement and Party A shall be responsible for the
      original credits and debts;

            


    

     

    
      	
              2.  

            	
              Before
      Party B entering Party A for management the business in trust, the raw
      material costs and relevant sales expense that have been put in for the
      contracts that have not been completed shall be disposed after the
      confirmation by both parties. For the contracts that have been completed,
      Party A shall be responsible for the settlement of the payment for goods
      and tax refunds and the specific time and method shall be separately
      discussed by both parties;

            


    

     

    
      	
              3.  

            	
              Party
      B shall bear all the taxes and fees caused by the
    acquisition;

            


    

     

    
      	
              4.  

            	
              In
      case any part of the asset listed in the Asset list can’t be
      transferred to Party B according to the agreement due to Party A’s reason
      (except those that are transferred according to the writing agreement
      reached by both parties in terms of specific transfer method and time), an
      agreement shall be reached additionally by both parties through
      negotiation to reduce the quantity of Subject Assets to be acquired and
      the payment correspondingly.

            


    

     

    
      	
              V.

            	
              Implementation
      of acquisition

            


    

     

    This
agreement is implemented after the boards of directors of Party A and Party B
approve the proposal on assets acquisition. In the course of the implementation,
it should be guaranteed that the two parties hereto enjoy and bear equivalent
interests and risks. Detailed implementation steps are as follows (the
resolution of the boards of directors of Party A and Party B on approving the
assets acquisition shall be deemed as appendices to this
agreement):

     

     

    
      
         

      

      
        - 3
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    Step I: Party B pays Party A the
earnest of RMB 3,000,000.00 yuan (RMB three million yuan) to the designated
account of Party A, and Party A shall, after receiving the earnest, carry out
overall inventory check over the Subject Assets jointly with Party
B.

     

    If the
following cases occur in the implementation of Step I, Party A shall return the
earnest in full amount and the rest paid sum and interest incurred to Party
B, and promise that Party B shall have the right to mortgage or pledge the
existing land, housing and relevant equipment listed in the Asset list, as a
guarantee for refunding the above-mentioned money by Party A.

     

    
      	
              1.  

            	
              Termination
      of this agreement caused by the fact that it is found that the Subject
      Assets have material discrepancy or have changed in the course of assets
      inventory check;

            


    

     

    
      	
              2.  

            	
              Termination
      of the agreement proposed by Party A unilaterally for
      non-payment.

            


    

     

    Step II:
If there is no discrepancy found in the Subject Assets inventory check, Party B
shall within 7 days pay Party A RMB 7,250,000.00 (RMB seven million two hundred
and fifty thousand Yuan) to the designated account of Party A as the first sum
of assets acquisition payment. After Party A receives this sum of payment, Party
B shall enter the business and receive all the Subject Assets. And Party A shall
assist Party B in going through the transfer procedures of the abovementioned
Subject Assets, including house property, land, trademark right, etc., and the
expenses arising therefrom shall be borne by Party B.

     

    In the
implementation of step II, if the following cases occur, Party A shall return
all the earnest and the first sum of assets acquisition payment to Party
B:

     

    
      	
              1.  

            	
              The
      performance of the agreement becoming impossible resulted by the main
      Subject Assets being unable to be transferred due to Party A’s
      reason;

            


    

     

    
      	
              2.  

            	
              Termination
      of the agreement proposed by Party A unilaterally for
      non-payment.

            


    

     

    Step III:
After the transfer procedures of such Subject Assets, the two parties hereto
shall formally carry out handover & takeover. Party A shall assist Party B
in going through all the transfer procedures within the contractual period.
Party B shall pay Party A the second sum of acquisition payment of RMB
10,250,000.00 yuan (RMB ten million two hundred and fifty thousand Yuan) on June
30, 2009.

     

    Step IV:
Party B shall pay Party A RMB 13,000,000.00 yuan (RMB thirteen million yuan) and
RMB 12,300,000.00 yuan (RMB twelve million three hundred thousand Yuan)
respectively on Sept. 30, 2009 and March 1, 2010, as part of the acquisition
payment. Party B shall pay Party A the rest part of payment of RMB 8,200,000.00
yuan (RMB eight million two hundred thousand Yuan) on Sept. 30,
2010.

     

     

    
      
         

      

      
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              VI.

            	
              Miscellaneous

            


    

     

    
      	
              1.  

            	
              The Agreement
      is a conventional agreement of the two parties hereto. If Party B needs to
      further conclude assets transfer agreements or sign related documents as
      per the information disclosure requirements of listed companies, Party A
      shall provide cooperation. But in practical execution, both Parties hereto
      shall take the provisions on assets acquisition, payment, etc. of this
      agreement as the criterion;

            


    

     

    
      	
              2.  

            	
              After
      the handover & takeover of the business between the two parties hereto
      is finished, if Party B fails to pay the acquisition payment on time for
      its own reason, it shall pay Party A overdue fine equal to 1‰ of the
      overdue unpaid amount per day. If Party B’s payment is more than 60 days
      overdue, Party A shall have the right to claim the management right back,
      and Party B shall compensate Party A for the actual loss of Party
      A;

            


    

     

    
      	
              3.  

            	
              After
      this agreement comes into force, in case that Party A’s Subject
      Assets  have undergone transfer during the period of management
      by Party B in trust, Party B shall not withdraw from the
      acquisition;

            


    

     

    
      	
              4.  

            	
              Party
      B shall not be liable or have any obligation for any of business
      activities of Party A whether conducted prior to or after the consummation
      of any of the transactions contemplated by this
  Agreement.

            


    

     

    
      	
              VII.

            	
              Effect
      and rescission of agreement

            


    

     

    This
Agreement is made in quadruplicate with each of the two parties hereto holding
two copies, and shall come into force upon Party A and Party B’s affixing their
seals and their legal or authorized representatives’ signing.

     

    If this
Agreement is terminated by two parties hereto, the follow-up related matters
shall be handled according to the provisions of this agreement. If this
Agreement can’t be implemented because of Force Majeure, it shall be rescinded
and related matters shall be handled as per relevant laws of the
country.

     

    Party A:
Siping Beifang Heat Exchanger Manufacture Co., Ltd

     

    Legal
Representative: /s/ Li Shufeng, President

     

    Date:
June 16, 2009

     

    Party B:
Shenyang Taiyu- Machinery and Electrical Equipment Co., Ltd

     

    Legal
Representative: /s/ Wang Jun, President

     

    Date June
16, 2009

     

     

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