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EX-32.1 - EXHIBIT 32.1 - THT Heat Transfer Technology, Inc.exhibit32-1.htm
EX-31.1 - EXHIBIT 31.1 - THT Heat Transfer Technology, Inc.exhibit31-1.htm
EX-32.2 - EXHIBIT 32.2 - THT Heat Transfer Technology, Inc.exhibit32-2.htm
EX-31.2 - EXHIBIT 31.2 - THT Heat Transfer Technology, Inc.exhibit31-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549

FORM 10−Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2015

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number: 001-34812

THT HEAT TRANSFER TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)

Nevada 20-5463509
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)  

THTIndustrial Park No. 5
Nanhuan Road, Tiexi District
Siping, Jilin Province 136000
People’s Republic of China
(Address of principal executive offices, Zip Code)

86-434-3265241
(Registrant’s telephone number, including area code)

     _____________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]     No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X]     No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

  Large accelerated filer [  ] Accelerated filer [  ]
  Non-accelerated filer [  ]     (Do not check if a smaller reporting company) Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The number of shares outstanding of each of the issuer’s classes of common stock, as of November16,2015 is as follows:

  Class of Securities   Shares Outstanding  
  Common Stock, $0.001 par value   20,453,500  


THT HEAT TRANSFER TECHNOLOGY, INC.
 
Quarterly Report on Form 10-Q
Period Ended September 30, 2015

TABLE OF CONTENTS

PART I   1
FINANCIAL INFORMATION 1
                   ITEM 1. FINANCIAL STATEMENTS. 1
[INSERT FINANCIAL STATEMENTS] 2
                   ITEM 2. MANAGEMENT’S DISCUSSIONN AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 3
                   ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 10
                   ITEM 4. CONTROLS AND PROCEDURES. [please confirm] 10
PART II   11
OTHER INFORMATION 11
                   ITEM 1. LEGAL PROCEEDINGS. [please confirm] 11
                   ITEM 1A. RISK FACTORS. 11
                   ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 11
                   ITEM 4. MINE SAFETY DISCLOSURES. 11
                   ITEM 5. OTHER INFORMATION. 11
                   ITEM 6. EXHIBITS. 11

i


PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

THT HEAT TRANSFER TECHNOLOGY, INC.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

  Pages(s)
Consolidated Statements of Income and Comprehensive Income 2
Consolidated Balance Sheets 3
Consolidated Statements of Cash Flows 4
Notes to Consolidated Financial Statements 5-9

1



THT Heat Transfer Technology, Inc.
Consolidated Balance Sheets
(Stated in US dollars)

    September 30,     December 31,  
    2015     2014  
    (Unaudited)        
ASSETS            
 Current assets            
   Cash and cash equivalents $  8,137,644   $  12,247,508  
   Restricted cash   507,250     550,206  
   Trade receivables, net   40,182,507     42,882,993  
   Bills receivable   1,635,617     2,016,646  
   Other receivables, prepayments and deposits, net   11,388,006     9,855,913  
   Due from related parties   28,188     24,663  
   Inventories, net   25,121,396     27,926,555  
   Deferred tax assets   163,407     168,932  
 Total Current Assets   87,164,015     95,673,416  
             
   Restricted cash, non-current   486,475     738,168  
   Retention receivable   1,245,766     1,909,731  
   Property, plant and equipment, net   8,656,193     8,890,946  
   Land use rights, net   5,734,220     6,025,000  
TOTAL ASSETS $  103,286,669   $  113,237,261  
             
LIABILITIES & SHAREHOLDERS’ EQUITY            
 Current Liabilities            
   Accounts payable   5,168,487     8,903,510  
   Other payables and accrued liabilities   18,994,122     24,362,343  
   Income tax payable   133,523     652,859  
   Short-term loans   14,164,752     12,691,181  
   Due to related parties   424,943     813,537  
 Total Current Liabilities   38,885,827     47,423,430  
             
Non-current liabilities            
   Long-term loans   550,851     569,476  
 Total Long-term Liabilities   550,851     569,476  
             
 Total Liabilities   39,436,678     47,992,906  
             
SHAREHOLDERS’ EQUITY            
   Preferred stock, $.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding
Common stock, $.001 par value, 190,000,000 shares
authorized, 20,453,500 shares issued and outstanding at
September 30, 2015 and December 31, 2014
  20,454     20,454  
   Additional paid-in capital   26,524,324     26,524,324  
   Statutory reserve   3,958,746     3,879,564  
   Retained earnings   29,634,396     28,944,535  
   Accumulated other comprehensive income   3,712,071     5,875,478  
Total THT Heat Transfer Technology Inc. stockholders’ equity 63,849,991 65,244,355
   Noncontrolling interests   -     -  
TOTAL SHAREHOLDERS’ EQUITY   63,849,991     65,244,355  
             
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 103,286,669 $ 113,237,261

The accompanying notes are an integrated part of these unaudited consolidated financial statements



THT Heat Transfer Technology, Inc.
Consolidated Statements of Income and Comprehensive Income
(Stated in US dollars)

    For the Nine Months Ended September 30,     For the Three Months Ended September 30,  
    2015     2014     2015     2014  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
                         
Sales revenue $  27,946,302   $  36,940,786   $  12,641,469   $  15,942,714  
Cost of revenue   (21,160,627 )   (24,065,042 )   (10,079,398 )   (10,354,769 )
Gross Profit   6,785,675     12,875,744     2,562,071     5,587,945  
                         
Operating expenses                
   Administrative expenses   1,879,139     2,897,520     848,943     871,639  
   Research and development expenses   1,166,870     2,536,250     456,116     855,751  
   Selling expenses   2,819,841     3,151,939     1,081,918     1,051,672  
Total Operating Expenses   5,865,850     8,585,709     2,386,977     2,779,062  
                         

Income from operations

  919,825     4,290,035     175,094     2,808,883  

 

                       

Other Income (Expenses)

               

   Interest income

  8,113     8,660     2,256     2,497  

   Other income

  97,946     399,563     22,668     327  

   Finance costs

  (44,459 )   (642,835 )   (2,654 )   (263,675 )

   Other expense

  (72,649 )   -     (72,649 )   (17 )

Total Other Expense

  (11,049 )   (234,612 )   (50,379 )   (260,868 )

 

                       

Income before income taxes

  908,776     4,055,423     124,715     2,548,015  

Income tax expenses (benefit)

  (139,733 )   (597,926 )   3,798     (500,193 )

Net Income

  769,043     3,457,497     128,513     2,047,822  

 

                       

Net Income

  769,043     3,457,497     128,513     2,047,822  

Other Comprehensive Income

               

   Foreign currency translation adjustments

  (2,163,407 )   (247,765 )   (2,768,763 )   178,555  

Comprehensive Income

  (1,394,364 )   3,209,732     (2,640,250 )   2,226,377  

Comprehensive (income) loss attributable
to noncontrolling interests

  -     -     -     -  

Comprehensive income attributable to THT
Heat Transfer Technology, Inc. common stockholders

$  (1,394,364 ) $  3,209,732   $  (2,640,250 ) $  2,226,377  

 

                       

Earnings per share

               

   Basic and diluted

$  0.04   $  0.17   $  0.01   $  0.10  

Weighted average number of shares outstanding

               

   Basic and diluted

  20,453,500     20,453,500     20,453,500     20,453,500  

The accompanying notes are an integrated part of these unaudited consolidated financial statements



THT Heat Transfer Technology, Inc.
Consolidated Statements of Cash Flows
(Stated in US dollars)
(Unaudited)

    For the Nine Months Ended September 30,  
    2015     2014  
             

CASH FLOWS FROM OPERATING ACTIVITIES

           

Net income

$  769,043   $  3,457,497  

Adjustments to reconcile net income to net cash
provided by (used in) operating activities:

       

   Depreciation and amortization

  940,683     807,308  

   Loss (gain) on disposal of property and equipment

  16,391     (8,190 )

   Allowance for doubtful accounts

  (1,141,001 )   (210,411 )

Changes in operating assets and liabilities:

           

   Trade receivables

  2,479,712     (1,587,478 )

   Bills receivable

  324,956     (1,063,150 )

   Other receivables, prepayments and deposits

  (1,916,398 )   (1,641,477 )

   Due from shareholder

  (4,467 )   -  

   Inventories

  1,951,154     (2,793,979 )

   Retention receivable

  620,371     816,963  

   Accounts payable

  (4,417,224 )   (725,471 )

   Other payables and accrued expenses

  (4,739,867 )   9,939,247  

   Income taxes payable

  (513,601 )   (119,622 )

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

  (5,630,248 )   6,871,237  
             
CASH FLOWS FROM INVESTING ACTIVITIES            
   Change in restricted cash   260,431     580,390  
   Payments to acquire property, plant and equipment   (23,932 )   (258,576 )
   Proceeds from disposal of property, plant and equipment   -     9,763  
NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES   236,499     331,577  
CASH FLOWS FROM FINANCING ACTIVITIES            
   Proceeds from short-term loans   11,504,112     14,318,955  
   Repayment of short-term loans   (9,994,574 )   (24,081,878 )
   Repayment to related parties   (373,340 )   -  
   Repayment of long-term loans   -     (976,292 )
   Refund of counter guarantee receivable   -     244,073  
NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES   1,136,198     (10,495,142 )
Effect of foreign currency translation on cash and cash equivalents   147,687     140,162  
NET DECREASE IN CASH AND CASH EQUIVALENTS   (4,109,864 )   (3,152,166 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD $  12,247,508   $  9,082,137  
CASH AND CASH EQUIVALENTS AT END OF PERIOD $  8,137,644   $  5,929,971  
             
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:            
   Interest paid $  35,548   $  495,140  
   Income taxes paid $  632,230   $  896,285  
NON-CASH INVESTING AND FINANCING ACTIVITIES:            
PPE transferred from CIP $  (2,158,950 ) $  -  
CIP transferring into PPE $  2,158,950   $  -  

The accompanying notes are an integrated part of these unaudited consolidated financial statements



THT Heat Transfer Technology, Inc.
Notes to Unaudited Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)

1. Corporate information

THT Heat Transfer Technology, Inc. (the “Company” or “THT” or the “Surviving Corporation”) is a Nevada corporation with major operations in China. The Company’s shares are quoted for trading on the Nasdaq Global Market in the United States.

2. Description of business

The Company is a holding company whose primary business are conducted through its subsidiaries, namely SipingJuyuan which is located in the Jilin Province and Beijing Juyuan which is located in Beijing City of the PRC. The Company is engaged in the manufacturing and trading of plate heat exchangers and various related products.

SipingJuyuan was established in the PRC on May 31, 2006 following the division (the “Division”) of Siping City Juyuan Heat Exchange Equipment Co., Ltd. (“Old Juyuan Company”) into three companies, namely SipingJuyuan, Siping City Juyuan Heat Exchange Equipment Co., Ltd. (“New Juyuan Company”) and Siping City JuyuanHanyang Pressure Vessels Co., Ltd (“JuyuanHanyang Pressure Vessels”).

3. Summary of significant accounting policies

Basis of presentation and consolidation

The accompanying unaudited consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with the Company’s consolidated financial statements and accompanying notes thereto for the year ended December 31, 2014 filed with the SEC in the Company’s Form 10-K on March 31, 2015.

In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the nine-month period have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter- company balances and transactions have been eliminated on consolidation.

Fair value of financial instruments

Accounting Standards Codification (“ASC”) Topic 820 requires the disclosure of the estimated fair value of financial instruments including those financial instruments for which fair value option was not elected. As of September 30, 2015 and December 31, 2014, the carrying amounts of the Company’s financial assets and liabilities approximated their fair values due to short maturities or the applicable interest rates approximated the current market rates.

5


Recently issued accounting pronouncements

In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory”. The amendments in ASU 2015-11 require an entity to measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. A reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-11 is not expected to have a material impact on the Company’s consolidated financial statements.

In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”. The amendments in ASU 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

4. Trade receivables, net

    September 30,     December 31,  
    2015     2014  
    (Unaudited)        
             
Trade receivables $  47,310,639   $  51,395,843  
Less: Allowance for doubtful accounts   (7,128,132 )   (8,512,850 )
$  40,182,507   $  42,882,993  

An analysis of the allowance for doubtful accounts for the nine months ended September 30, 2015 and 2014 is as follows:

    September 30,  
    (Unaudited)  
    2015     2014  
             
Balance at beginning of period $  8,512,850   $  7,106,345  
Adjustment of bad debt expense   (1,106,307 )   (210,411 )
Translation adjustments   (278,411 )   (49,396 )
Balance at end of period $  7,128,132   $  6,846,538  

6


5. Inventories, net

    September 30, 2015     December 31, 2014  
    (Unaudited)        
             
Raw materials $  5,541,323   $  4,874,061  
Work-in-progress   8,641,263     22,887,134  
Finished goods   10,958,013     185,212  
    25,140,599     27,946,407  
Allowance for obsolete inventories   (19,203 )   (19,852 )
             
  $  25,121,396   $  27,926,555  

No further allowance for obsolete inventories was recognized during the nine months ended September 30, 2015 and 2014.

6. Income tax

The effective tax rate is -3% and 20% for the three months periods ended September 30, 2015 and 2014, respectively. The effective tax rate is 15% and 15% for the nine months periods ended September 30, 2015 2014, respectively.

7. Property, plant and equipment, net

As of September 30, 2015 and December 31, 2014, property, plant and equipment with net book values of $5,852,928 and $4,621,156, respectively, were pledged as collateral under certain loan arrangements (see Note 9).

8. Land use rights

As of September 30, 2015 and December 31, 2014, land use rights with net book values of $5,734,221 and $986,145 were pledged as collateral under certain loan arrangements (see Note 9).

During the nine months ended September 30, 2015 and 2014, amortization amounted to $96,673and $96,907, respectively.

9. Short-term loans

    September 30, 2015     December 31, 2014  
  (Unaudited)           
             
Loan from unrelated party $  8,184,079   $  6,508,298  
Secured bank loans   5,980,673     6,182,883  
             
  $  14,164,752   $  12,691,181  

Short-term loans from unrelated party

On March 30, 2015, the Company obtained a loan in the amount of RMB 23,094,830(approximately $3,635,000), bearing no interest rate and due on demand, from a third party individual. On April 2, 2015, the Company repaid the loan in full.

On September 2, 2015, the Company obtained a loan in the amount of RMB 12,000,000 (approximately $1,889,000) from a third party individual. The loan is unsecured, bearing no interest rate and due on demand.

7


Short-term bank loans

The Company’s bank loans carry annual interest from 100% to 110% of the benchmark interest rate published by the People’s Bank of China (the “PBOC”).

The secured bank loans were secured by the following assets of the Company:

    September 30, 2015     December 31, 2014  
    (Unaudited)        
Property, plant and equipment (Note 7) $  5,852,928   $  4,621,156  
Land use rights (Note 8)   5,734,221     986,145  
Total $  11,587,149   $  5,607,301  

10. Long-term loans

Long-term loans include the following:

    September 30, 2015     December 31, 2014  
    (Unaudited)        
Unsecured loan $  550,851   $  569,476  
Total $  550,851   $  569,476  

In December 2013, the Company obtained a 3-year entrusted loan from a non-financial institution bearing interest at 3% per annum granted by local government.

11. Segment information

The Company is solely engaged in the manufacturing and trading of plate heat exchangers and various related products. Since the nature of the products, their production processes, and their distribution methods are substantially similar, they are considered as a single reportable segment under ASC 280 “Segment Reporting”.

The Company’s sales revenues by products for the nine months ended September 30, 2015 and 2014 were as follows:

    Nine months ended September 30,  
    2015     %     2014     %  
    (Unaudited)           (Unaudited)        
Plate heat exchanger $  9,977,223     36   $  12,072,115     33  
Heat exchange unit   9,017,471     32     14,265,444     39  
Air-cooled heat exchanger   514,685     2     390,381     1  
Shell-and-tube heat exchanger   2,250,253     8     2,616,147     7  
Others   6,186,670     22     7,596,699     20  
  $  27,946,302     100   $  36,940,786     100  

8


All of the Company’s long-lived assets and revenues classified based on the customers are located in the PRC.

12. Related party transactions

The related parties consist of as following:

Name of Related Party Nature of Relationship
Guohong Zhao Chairman, Chief Executive Officer and President
Zhigang Xu Interim Chief Financial Officer, Treasurer and Secretary
Fucai Zhan Vice President of R&D and Director
Kai Liu Chief Engineer, Manager of Market development
Zhijun Ma Sales Director
Yongfu Tian Vice Sales Director
Feng Xu Factory Director, Manager of production

Due from related parties

As of September 30, 2015 and December 31, 2014, respectively, the Company advanced $28,188 and $24,663 to Guohong Zhao for handling selling and logistic activities for the Company in the ordinary course of business.

Due to related parties

Due to related parties consist of following:

    September 30, 2015     December 31, 2014  
    (Unaudited)        
Zhigang Xu $  78,693   $  81,354  
Fucai Zhan   110,171     162,708  
Kai Liu   157,386     162,707  
Zhijun Ma   -     162,707  
Yongfu Tian   78,693     162,707  
Feng Xu   -     81,354  
  $  424,943   $  813,537  

Amounts owed by the Company represent non-secured and non-interest bearing loans obtained from related parties which are due on demand.

9



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward Looking Statements

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those identified in Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2014, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Use of Terms

Except where the context otherwise requires and for the purposes of this report only:

 

“THT,” “Company,” “we,” “us,” or “our” are to the combined business of THT Heat Transfer Technology, Inc., a Nevada corporation, and its consolidated subsidiaries: Megaway, Star Wealth, SipingJuyuan and Beijing Juyuan;

  “Megaway” are to Megaway International Holdings Limited, a BVI company;
  “Star Wealth” are to Star Wealth International Holdings Limited, a Hong Kong company;
  “SipingJuyuan” are to Siping City JuyuanHanyang Plate Heat Exchanger Co. Ltd., a PRC company;
  “Beijing Juyuan” are to Beijing JuyuanHanyang Heat Exchange Equipment Co., Ltd., a PRC company;
  “BVI” are to the British Virgin Islands;
  “Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China;
  “PRC” and “China” are to the People’s Republic of China;
  “SEC” are to the Securities and Exchange Commission;
  “Exchange Act” are to the Securities Exchange Act of 1934, as amended;
  “Securities Act” are to the Securities Act of 1933, as amended;
  “Renminbi” and “RMB” are to the legal currency of China; and
  “U.S. dollars,” “dollars” and “$” are to the legal currency of the United States.

Overview of our Business

We are a leading total solution provider in the heat exchange industry. Our major products are plate heat exchangers, heat exchanger units, air-cooled heat exchangers and shell-and-tube heat exchangers. Unlike most other heat exchanger manufacturers in China, we not only provide heat exchange products, but also provide total solutions to our customers. As a total solutions provider, we analyze the working condition of our customers, provide optimized designs based on analysis and simulation, offer high quality heat exchange products, and continuously assist our customers in improving the heat exchange process.

Over the past ten years, we have successfully completed over 3,000 projects in more than 15 industries, including metallurgy, heat and power, petrochemical, food and beverage, pharmaceutical and shipbuilding. We have provided heat exchange solutions to Fortune 500 companies, including Shell, BP, BASF, LG, Sinopec and China Shenhua. We have also provided heat exchange products for important Chinese and international projects such as the Beijing 2008 Olympics Wukesong Sports Center, GuangdongLinao nuclear plant and BASF Chemical plant in Germany.

3


Our operations are headquartered in Siping, Jilin Province, PRC. Our primary Chinese operating subsidiaries are SipingJuyuan and Beijing Juyuan.

Third Quarter Financial Performance Highlights

The following summarizes certain key financial information for the third quarter of 2015:

 

Sales revenue: Sales revenue decreased by $3.30 million, or 20.71%, to $12.64 million for the three months ended September 30, 2015, from $15.94 million for the same period in 2014.

     
 

Gross profit: Gross profit decreased by $3.03 million, or 54.15%, to $2.56 million for the three months ended September 30, 2015, from $5.59 million for the same period in 2014.

     
 

Net income (loss) attributable to stockholders: Net income attributable to our stockholders decreased by $1.92 million, or 93.72%, to $0.13 million for the three months ended September 30, 2015, from $2.05 million for the same period in 2014.

     
 

Fully diluted net income per share: Fully diluted net income per share was $0.01 for the three months ended September 30, 2015, as compared to $0.10 for the same period in 2014.

Results of Operations

Comparison of Three Months Ended September 30, 2015 and 2014

The following table sets forth key components of our results of operations for the periods indicated.

    Three Months Ended              
    September 30,   $     %  
    2015     2014     Change     Change  
Sales revenue $  12,641,469   $  15,942,714   $ (3,301,245 )   (20.71 )
Cost of sales   (10,079,398 )   (10,354,769 )   275,371     (2.66 )
Gross profit   2,562,071     5,587,945     (3,025,874 )   (54.15 )
Operating expenses:                        
         Administrative expenses   848,943     871,639     (22,696 )   (2.60 )
         Research and development expenses   456,116     855,751     (399,635 )   (46.70 )
         Selling expenses   1,081,918     1,051,672     30,246     2.88  
Total operating expenses   2,386,977     2,779,062     (392,085 )   (14.11 )
Income from operations   175,094     2,808,883     (2,633,789 )   (93.77 )
Interest income   2,256     2,497     (241 )   (9.65 )
Other income   22,668     327     22,341     6,832.11  
Finance costs   (2,654 )   (263,675 )   261,021     (98.99 )
Other expense   (72,649 )   (17 )   (72,632 )   427,247.06  
Income before income taxes   124,715     2,548,015     (2,423,300 )   (95.11 )
Income taxes   3,798     (500,193 )   503,991     (100.76 )
Net income  

128,513

    2,047,822     (1,919,309 )   (93.72 )

4


Sales revenue. Our sales revenue is generated from sales of heat exchange products. Sales revenue decreased by $3.30million, or 20.71%, to $12.64million for the three months ended September 30, 2015, from $15.94 million for the same period in 2014. Such decrease was mainly due to increased orders and offset by decreased unit price. Our sales volume in the three months ended September 30, 2015 amounted to 1,132 units, an increase of 185 units, from 947 units for the same period in 2014. Our product unit price dropped from $16,834.97 per unit to$11,167.38 per unit. The overall decrease in sales revenue was due to market competition and economic slowdown in the third quarter of 2015 compared with the same period in 2014.

The following table shows our sales revenue by product for the three months ended September 30, 2015 and 2014:

    Three Months Ended September 30,  
  2015   2014  
    $     %     $     %  
Plate heat exchanger $  5,698,728     45.08   $  4,984,483     31.26  
Heat exchange unit   3,353,890     26.53     8,159,272     51.18  
Air-cooled heat exchanger   514,685     4.07     736     0.00  
Shell-and-tube heat exchanger   1,328,326     10.51     415,330     2.61  
Others   1,745,840     13.81     2,382,893     14.95  
TOTAL $  12,641,469     100.00   $  15,942,714     100.00  

Cost of sales. Our cost of sales is primarily comprised of the costs of our raw materials, labor and factory overhead. Our cost of sales decreased by $0.28 million, or 2.66%, to $10.08 million for the three months ended September 30, 2015, from $10.35 million for the three months ended September 30, 2014. The decrease in the cost of sales was generally in line with the decrease in our sales revenue. Cost of sales as a percentage of sales revenue were 79.73% and 64.95% for the three months ended September 30, 2015 and 2014, respectively, an increase of 14.78 percentage points. The increase was mainly attributable to decreased unit price, and increased labor and raw material costs.

Gross profit. Our gross profit is equal to the difference between our sales revenue and our cost of sales. Our gross profit decreased by $3.03 million, or 54.15%, to $2.56 million for the three months ended September 30, 2015, from $5.59 million for the same period in 2014. The decrease in our gross profit was mainly attributable to decreased unit price and increased labor and raw material costs. Gross profit margin for the three months ended September 30, 2015 decreased to 20.27% from 35.05% for the same period in 2014. The decrease in our gross profit margin was mainly attributable to the decrease of sales revenue.

Administrative expenses. Our administrative expenses consist of the costs associated with staff and support personnel who manage our business activities. Our administrative expenses decreased by $0.02 million, or 2.60%, to $0.85 million for the three months ended September 30, 2015, from $0.87 million for the same period in 2014. Such decrease was attributable to the decrease in bad debt expense. The decrease in bad debt expense was mainly because we adopted methods to improve the collection of overdue receivable. As a percentage of sales revenue, administrative expenses increased to 6.72% for the three months ended September 30, 2015, as compared to 5.47% for the same period in 2014.

Research and development expenses. Our research and development expenses consist of the costs associated with research and development personnel and expense in research and development projects. Our research and development expenses decreased by $0.40 million, or 46.7%, to $0.46 million for the three months ended September 30, 2015, from $0.86 million for the same period in 2014. The decrease in research and development expenses was mainly attributable to the Company’s decision to reduce research and development investment.

Selling expenses. Our selling expenses include sales commissions, the cost of advertising and promotional materials, salaries and fringe benefits of sales personnel, after-sale support services and other sales-related costs. Our selling expenses increased by $0.03 million, or 2.88%, to $1.08 million for the three months ended September 30, 2015, from $1.05 million for the same period in 2014.The increase in selling expenses was mainly attributable to increased freight expenses. As a percentage of sales revenue, selling expenses increased to 8.56% for the three months ended September 30, 2015, as compared to 6.60% for the same period in 2014.

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Income before income taxes. Income before income taxes decreased by $2.42 million, or 95.11%, to $0.12 million for the three months ended September 30, 2015, from $2.55 million for the same period in 2014. Such decrease was mainly attributable to the decrease in our gross profit.

Income taxes. Our income taxes decreased to income tax benefit of $0.04 million for the three months ended September 30, 2015, from income tax expense of $0.50 million for the same period in 2014, The decrease was mainly attributable to the decrease in our taxable income.

Net income attributable to common stockholders. As a result of the cumulative effect of the foregoing factors, our net income attributable to common stockholders decreased by $1.92 million, or 93.72%, to $0.13 million for the three months ended September 30, 2015, from $2.05 million for the same period in 2014. As a percentage of sales revenue, our net income attributable to common stockholders was 1.02% and 12.84% for the three months ended September 30, 2015 and 2014, respectively.

Comparison of Nine Months Ended September 30, 2015 and September 30, 2014

The following table sets forth key components of our results of operations for the periods indicated.

    Nine months Ended              
    September 30,   $     %  
    2015     2014     Change     Change  
Sales revenue $  27,946,302   $  36,940,786   $  (8,894,484 )   (24.35 )
Cost of sales   (21,160,627 )   (24,065,042 )   (2,904,415 )   (12.07 )
Gross profit   6,785,675     12,875,744     (6,090,069 )   (47.30 )
Operating expenses:                        
         Administrative expenses   1,879,139     2,897,520     (1,018,381 )   (35.15 )
         Research and development expenses   1,166,870     2,536,250     (1,369,380 )   (53.99 )
         Selling expenses   2,819,841     3,151,939     (332,098 )   (10.54 )
Total operating expenses   5,865,850     8,585,709     (2,719,859 )   (31.68 )
Income from operations   919,825     4,290,035     (3,370,210 )   (78.56 )
Interest income   8,113     8,660     (547 )   (6.32 )
Other income   97,946     399,563     (301,617 )   (75.49 )
Finance costs   (44,459 )   (642,835 )   598,376     (93.08 )
Other expense   (72,649 )   -     (72,649 )   (100 )
Income before income taxes and noncontrolling interests   908,776     4,055,423     (3,146,647 )   (77.59 )
Income taxes   (139,733 )   (597,926 )   458,193     (76.63 )
Net income before noncontrolling interests   769,043     3,457,497     (2,688,454 )   (77.76 )
Net loss attributable to noncontrolling interests   -     -     -     -  
Net income attributable to THT common stockholders $

769,043

  $  3,457,497   $  (2,688,454 )   (77.76 )

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Sales revenue. Our sales revenue decreased by $8.99 million, or 24.35%, to $27.95 million for the nine months ended September 30, 2015, from $36.94 million for the same period in 2014. Our sales volume in the nine months ended September 30, 2015 amounted to 1,983 units, an decrease of 77 units, from 2,060 units for the same period in 2014.The decrease was caused by decreased demand for our products in consequence of less projects and economic slowdown in the first three quarters of 2015 compared with the same period in 2014.

The following table shows our sales revenue by product for the nine months ended September 30, 2015 and 2014:

 

Nine months Ended September 30,

 
  2015   2014    
  $     %   $     %  
Plate heat exchanger $  9,977,223     35.70   $  12,072,115     32.68  
Heat exchange unit   9,017,471     32.27     14,265,444     38.62  
Air-cooled heat exchanger   514,685     1.84     390,381     1,06  
Shell-and-tube heat exchanger   2,250,253     8.05     2,616,147     7.08  
Others   6,186,670     22.14     7,596,699     20.56  
TOTAL $  27,946,302     100.00   $  36,940,786     100.00  

Cost of sales. Our cost of sales decreased by $2.90 million, or 12.07%, to $21.16 million for the nine months ended September 30, 2015, from $24.07 million for the nine months ended September 30, 2014. The decrease in the cost of sales was generally in line with the decrease in our sales revenue. Cost of sales as a percentage of sales revenue were 75.72% and 65.14% for the nine months ended September 30, 2015 and 2014, respectively, an increase of 10.57 percentage points. The increase was mainly attributable to decreased orders and unit price, and increased labor and raw material costs.

Gross profit. Our gross profit decreased by $6.09 million, or 47.30%, to $6.79 million for the nine months ended September 30, 2015, from $12.88 million for the same period in 2014. The decrease in our gross profit was mainly attributable to decrease in our sales revenue and increase in labor and raw material costs. The average unit selling price of our products decreased 27.27% to $14,093 in the nine months ended September 30, 2015 from $17,932 in the same period in 2014. Gross profit margin for the nine months ended September 30, 2015 dropped to 24.28% from 34.86% for the same period in 2014. The decrease in our gross profit margin was mainly attributable to the decrease in our sale revenue and gross profit.

Administrative expenses. Our administrative expenses decreased by $1.02 million, or 35.15%, to $1.88 million for the nine months ended September 30, 2015, from $2.90 million for the same period in 2014. As a percentage of sales revenue, administrative expenses decreased to 6.72% for the nine months ended September 30, 2015, as compared to 7.84% for the same period in 2014. The decrease of administrative expenses was attributable to the decrease in bad debt expense. The decrease in bad debt expense was mainly because we adopted methods to improve the collection of overdue receivable.

Research and development expenses. Our research and development expenses decreased by $1.37 million, or 53.99%, to $1.17million for the nine months ended September 30, 2015, from $2.54 million for the same period in 2014. The decrease in research and development expenses was mainly attributable to the Company’s decision to reduce research and development investment.

Selling expenses. Our selling expenses decreased by $0.33 million, or 10.54%, to $2.82 million for the nine months ended September 30, 2015, from $3.15 million for the same period in 2014. Such decrease was mainly attributable to the decrease in travel expenses and salary. As a percentage of sales revenue, selling expenses increased to 10.09% for the nine months ended September 30, 2015, as compared to 8.53% for the same period in 2014.

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Income before income taxes. Income before income taxes decreased by $3.15million, or 77.59%, to $0.91 million for the nine months ended September 30, 2015, from $4.06 million for the same period in 2014. Such decrease was mainly attributable to the decrease in our gross profit.

Income taxes. Our income taxes decreased to $0.14 million for the nine months ended September 30, 2015, from $0.60 million for the same period in 2014, as a result of decreased taxable income.

Net income attributable to common stockholders. As a result of the cumulative effect of the foregoing factors, our net income attributable to common stockholders decreased by $2.69 million, or 77.76%, to $0.77 million for the nine months ended September 30, 2015, from $3.46million for the same period in 2014. As a percentage of sales revenue, our net income attributable to common stockholders was 2.75% and 9.36% for the nine months ended September 30, 2015 and 2014, respectively.

Liquidity and Capital Resources

As of September 30, 2015, we had cash and cash equivalents of $8.14 million, primarily consisting of cash on hand and demand deposits. We can use our land as collateral to borrow approximately $7.91 million. We have an approximately $5.98 million credit line from Agricultural Bank of China. We anticipate that cash on hand and borrowing capacity under our bank loans will be sufficient to satisfy our ongoing obligations.

We believe our allowance for doubtful accounts is appropriate. We have an installment payment arrangement with our customers. We have strengthened the management of accounts receivable and modify the terms of payment with customer. Which in turn caused us to increase our allowance for doubtful accounts from a reversal of allowance of $-1.09 million in the nine months ended September 30, 2014 to $-0.09 million in the same period in 2015. The Company records an allowance for doubtful accounts at a rate of 25% for receivables aged between 1 to 2 years, 50% for receivables aged between 2 to 3 years and 100% for receivables aged over 3 years.

Our allowance of obsolete inventory is also appropriate because we purchase raw materials after we receive purchase orders. Although our customers may delay their payment or delivery schedules, which increase our inventories, they do not cancel their orders so as to cause us to classify the delayed inventories as obsolete inventories.

We expect that the trend of delayed customer payments and delayed delivery schedules will continue in the future. We have been taking the following measures to mitigate the situation: 1) send the collection letters or call the customers to request payment; 2) appoint specialists to visit our customers to collect payment; 3) file law suits.

PRC legal restrictions permit payments of dividends by our PRC subsidiaries only out of their accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. Our PRC subsidiaries are also required under PRC laws and regulations to allocate at least 10% of their annual after-tax profits determined in accordance with PRC GAAP to a statutory general reserve fund until the amounts in said fund reaches 50% of our registered capital. Allocations to these statutory reserve funds can only be used for specific purposes and are not transferable to us in the form of loans, advances, or cash dividends. Given that the Company and the PRC subsidiaries do not intend to pay dividends for the foreseeable future, we consider the impact of restrictions on our liquidity, financial condition and results of operations is not significant.

The following table provides a summary of our net cash flows from operating, investing, and financing activities.

Cash Flow

    Nine months Ended September 30,  
    2015     2014  
Net cash provided by (used in) operating activities $  (5,630,248 ) $ 6,871,237  
Net cash provided by investing activities   236,499     331,577  
Net cash provided by (used in) financing activities   1,136,198     (10,495,142 )
Effects of exchange rate change in cash   147,687     140,162  
Net decrease in cash and cash equivalents   (4,109,864 )   (3,152,166 )
Cash and cash equivalents at beginning of the period   12,247,508     9,082,137  
Cash and cash equivalent at end of the period $  8,137,644   $  5,929,971  

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Operating Activities

Net cash used in operating activities was $5.63 million for the nine months ended September 30, 2015, compared with net cash provided by operating activities of $6.88 million for the same period in 2014. The increase in net cash used in operating activities was mainly attributable to a decrease in accounts payable of $3.69 million, a decrease in other payables and accrued expenses of $14.68 million and a decrease in net income of $2.69 million, offset primarily by an increase in trade receivables of $4.07 million, an increase in bills receivable of $1.39 million and an increase in inventories of $4.75 million.

Investing Activities

Net cash provided by investing activities was $0.24 million for the nine months ended September 30, 2015, compared with $0.33 million in the same period in 2014. The net cash provided by investing activities during the nine months ended September 30, 2015 reduced due to a decrease in change in restricted cash of $0.32 million and offset by an increase in payment to acquire property, plant and equipment of $0.23 million.

Financing Activities

Net cash provided by financing activities was $1.14 million for the nine months ended September 30, 2015, compared with net cash used in financing activities of $10.50 million for the same period in 2014. The decrease in net cash used in financing activities resulted from a decrease in repayment of short-term loan of $14.1 million and offset by a decrease in proceeds from short-term loans of $2.81 million.

Capital Expenditures

Our capital expenditures were used primarily for the purchase of equipment to expand our production capacity.

    Nine months Ended September 30,  
    2015     2014  
Construction costs $ -   $  531,209  
Purchase of equipment   23,932     498,749  
Prepayment for land use right  

-

    -  
Total capital expenditures $  23,932   $  1,029,958  

We estimate that our total capital expenditures in fiscal year 2015 will reach approximately $2.74 million buy the equipment for necessary products used in the nuclear power industry.

Seasonality

Our operating results and operating cash flows historically have been subject to seasonal variations. Our revenues usually increase over each quarter of the calendar year with the first quarter usually the slowest quarter because fewer projects are undertaken during and around the Chinese spring festival.

Inflation

Inflation and changing prices have not had a material effect on our business, and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price changes in the Chinese economy and our industry and continually maintain effective cost controls in operations.

9


Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.

Critical Accounting Policies

Critical accounting policies are those we believe are most important to portraying our financial conditions and results of operations and also require the greatest amount of subjective or complex judgments by management. Judgments and uncertainties regarding the application of these policies may result in materially different amounts being reported under various conditions or using different assumptions. See Note 3to our unaudited condensed consolidated financial statements included elsewhere in this report.

Recent Accounting Pronouncements

See Note 3 to our unaudited condensed consolidated financial statements included elsewhere in this report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer, Mr. Guohong Zhao, and Interim Chief Financial Officer, Mr. Zhigang Xu, of the effectiveness of the design and operation of our disclosure controls and procedures, as of September 30, 2015. Based upon, and as of the date of this evaluation, Messrs. Zhao and Xu determined that because of the material weaknesses described in Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2014, which we are still in the process of remediating as of September 30, 2015, our disclosure controls and procedures were not effective. Investors are directed to Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2014 for the description of these weaknesses.

Changes in Internal Control over Financial Reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

During its evaluation of the effectiveness of internal control over financial reporting as of December 31, 2012, our management identified material weakness related to our lack of: (1) sufficient and adequately trained accounting and finance personnel; (2) qualified resources to perform the internal audit functions properly; and (3) an internal audit department which renders ineffective our ability to prevent and detect control lapses and errors in the accounting of certain key areas. As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014, our management has identified the steps necessary to address the material weaknesses, and in the third quarter of 2015, we continued to implement these remedial procedures.

Other than in connection with the implementation of the remedial measures described above, there were no changes in our internal controls over financial reporting during the third quarter of 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, cash flows, financial condition or operating results.

ITEM 1A. RISK FACTORS.

If we fail to continue to meet the listing standards of NASDAQ, our common stock may be delisted, which could have a material adverse effect on the liquidity of our common stock.

Our common stock is currently traded on the Nasdaq Capita Market. The NASDAQ Stock Market LLC has requirements that a company must meet in order to remain listed on NASDAQ. In particular, NASDAQ rules require us to maintain a minimum bid price of $1.00 per share of our common stock. If the closing bid price of our common stock were to fall below $1.00 per share for 30 consecutive trading days or we do not meet other listing requirements, we would fail to be in compliance with NASDAQ’s listing standards.

On July 2, 2015, the Company received a letter from The Nasdaq Stock Market ("NASDAQ") notifying it of its failure to maintain a minimum closing bid price of $1.00 over the then preceding 30 consecutive trading days for its common stock as required by NASDAQ Listing Rule 5550(a)(2) (the "Bid Price Rule"). The letter stated that the Company has until December 29, 2015 to demonstrate compliance by maintaining a minimum closing bid price of at least $1.00 for a minimum of 10 consecutive trading days. The letter was issued in accordance with standard NASDAQ procedures. This notification has no immediate effect on the listing of the Company's common stock at this time. The Company intends to monitor the bid price of its common stock and consider available options if its common stock does not trade at a level likely to result in the Company regaining compliance with the Bid Price Rule by December 29, 2015.

The letter also disclosed that in the event the Company does not regain compliance with the Bid Price Rule by December 29, 2015, the Company may be eligible for additional time. The Company would be required to meet certain continued listing requirements and the initial listing criteria for The NASDAQ Capital Market except for the bid price requirement and will need to provide written notice of its intention to cure its deficiency during the second compliance period. If it meets these criteria, NASDAQ staff will notify the Company that it has been granted an additional 180 day compliance period. If the Company is not eligible for an additional compliance period, NASDAQ will provide the Company with written notification that its common stock will be subject to delisting. In addition, we may be unable to meet other applicable NASDAQ listing requirements, including maintaining minimum levels of stockholders’ equity or market values of our common stock in which case, our common stock could also be delisted. If our common stock were to be delisted, the liquidity of our common stock would be adversely affected and the market price of our common stock could decrease.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

We have no information to disclose that was required to be in a report on Form 8-K during the third quarter of 2015, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

ITEM 6. EXHIBITS.

The list of exhibits in the Exhibit Index to this report is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 16,2015 THT HEAT TRANSFER TECHNOLOGY, INC.
     
  By: /s/ Guohong Zhao
    Guohong Zhao, Chief Executive Officer
    (Principal Executive Officer)
     
  By: /s/ Zhigang Xu
    Zhigang Xu, Interim Chief Financial Officer
    (Principal Financial Officer and Principal
    Accounting Officer)


EXHIBIT INDEX

Exhibit No.   Description
31.1   Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2   Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101   Interactive data files pursuant to Rule 405 of Regulation S-T (furnished herewith).