股票认购协议的.docVIP

SMARTHEAT INC. SUBSCRIPTION AGREEMENT SMARTHEAT INC.公司 股票认购协议 This Subscription Agreement pertains to the offering by SmartHeat Inc. (the “Company”) of up to Two Million Two Hundred Eighty Five Thousand Seven Hundred Fourteen (2,285,714) units (the “Units”), with each Unit consisting of one (1) share of the Company’s common stock (the “Shares”) and warrants to purchase fifteen percent (15%) of one (1) share of the Company’s common stock at an exercise price of Six Dollars ($6.00) per share (the “Warrants”), at a purchase price of Three Dollars Fifty Cents ($3.50) per Unit for an aggregate offering of a minimum of Five Million Dollars ($5,000,000) and up to a maximum of Eight Million Dollars ($8,000,000) (the “Offering”) described in the Private Placement Offering Memorandum for the Units dated May 23, 2008, as the same hereto may be amended (the Offering Memorandum). The minimum subscription that the Company will accept from any investor is Ten Thousand (10,000) Units for a purchase price of Thirty Five Thousand Dollars ($35,000). The Company is making this offering solely to accredited investors (as defined under Rule 501(a) of Regulation?D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)). 本协议旨在对SmartHeat Inc.公司（以下简称“公司”）发行共计2,285,714单位有价证券（以下简称“发行单位”）的相关事宜进行约定。按照约定，每一发行单位包括一股公司普通股股票（以下简称“发行股票”）及一份权证（该权证的持有人所持有的每一份权证可以6美元的行权价格购买公司15%股的公司普通股股票，以下简称“发行权证”）；此次发行总的融资金额将按照2008年5月23 日所签订的《私募发行协议》及其修订协议（以下简称“《发行协议》”）确定，为500万美元至800万美元之间；此次发行每一投资人应至少认购10000发行单位，相应的最低投资金额为35000美元。 The undersigned, intending to be legally bound, hereby offers to purchase from the Company the number of Units for the aggregate purchase price set forth on the signature page hereto. The Company will be deemed to have accepted this offer upon execution by it of the Receipt and Acceptance attached to this Subscription Agreement. This subscription is submitted to the Company subject to its acceptance and in accordance with, and subject to, the terms and conditio