Smartheat (NASDAQ:HEAT)

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Wednesday, January 25, 2012

Item 5.03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year

On January 19, 2012, the Company filed a Certificate of Amendment to its Articles of Incorporation to effect a one-for-ten reverse split of the Company’s issued and outstanding shares of common stock, par value $.001 per share (the “Common Stock”), effective as of 7:00 a.m. Eastern Standard Time on Monday, February 6, 2012. The Common Stock will commence trading on The NASDAQ Global Select Market on a split-adjusted basis as of the opening of trading on Monday, February 6, 2012. The Common Stock will continue to trade under the ticker symbol “HEAT,” although the letter “D” will be temporarily appended to the ticker symbol for twenty trading days following the reverse split. The Company’s stockholders, at a special meeting of stockholders described below, authorized the Company’s Board of Directors to effect a reverse stock split in a ratio ranging from one-for-three to one-for-ten of all issued and outstanding shares of the Company’s Common Stock.

Following the reverse split, the total number of shares outstanding will be proportionately reduced in accordance with the reverse split. Further, any outstanding options, warrants and rights, if any, as of the effective date that are subject to adjustment will be adjusted accordingly. These adjustments may include adjustments to the number of shares of common stock that may be obtained upon exercise or conversion of these securities, and the applicable exercise or purchase price as well as other adjustments.

There will be no change to the authorized shares or par value of the Common Stock of the Company as a result of the reverse stock split. Any fraction of a share of Common Stock that would otherwise have resulted from the reverse split will be rounded up to the nearest whole number.

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