8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2010

CLEANTECH INNOVATIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-53511	98-0516425
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

C District, Maoshan Industry Park, Tieling Economic Development Zone, Tieling, Liaoning Province, China	112616
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (86) 0410-6129922

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into Material Definitive Agreement

On July 12, 2010, CleanTech Innovations, Inc. (the “Company”) completed a closing of a private placement offering (the “Offering”) of Units (as defined below) pursuant to which the Company sold an aggregate of 3,333,333 Units at an offering price of $3.00 per Unit for aggregate gross proceeds of $10,000,000. Each “Unit” consists of one share of the Company’s common stock, par value $.00001 per share (the “Common Stock”), and a three-year warrant to purchase 15% of one share of Common Stock at an exercise price of $3.00 per share (the “Warrants”). The Warrants are immediately exercisable, expire on the third anniversary of their issuance, and entitle the purchasers of the Units, in the aggregate, to purchase up to 500,000 shares of Common Stock at an exercise price of $3.00 per share. The purchasers of the Units received registration rights pursuant to a Registration Rights Agreement requiring the Company to file a registration statement within 60 days of the closing of the Offering covering the shares of Common Stock issued in the Offering and the shares issuable upon exercise of the Warrants. The above descriptions are not complete and are qualified in their entirety by reference to the complete text of the forms of the Warrants and Registration Rights Agreement attached hereto as Exhibits 4.2 and 4.3, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Fees were paid to participating selected dealers of (i) 10% of the securities placed payable in cash, or an aggregate cash commission of $1,000,000, and (ii) a number of warrants equal to 10% of the number of Units placed, or, in the aggregate, warrants to purchase 333,333 shares of Common Stock under the same terms as the Warrants issued in the Offering.

The Company issued the shares pursuant to exemptions from registration under Regulation D and Regulation S promulgated under the Securities Act of 1933, as amended. The securities offered in the private placement have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

The Company anticipates that the net proceeds of the Offering will be used for working capital purposes.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On July 13, 2010, the Board of Directors of the Company voted to (i) increase the size of the Board of Directors to five and (ii) appoint Messrs. Arnold Staloff, Shuyuan Liu and Zili Zhao as members of the Board of Directors effective immediately. The Board of Directors has determined that each of Messrs. Staloff, Liu and Zhao are independent directors pursuant to the NASDAQ Stock Market listed company standards and the independence standards set forth in the Company’s corporate governance guidelines. The Board of Directors has determined further that Mr. Staloff is an “audit committee financial expert,” as defined under Item 407(d) of Regulation S-K. The Board of Directors has appointed Messrs. Staloff, Liu and Zhao to serve as members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The Board of Directors has named Mr. Staloff the Chairman of the Audit Committee, Mr. Zhao the Chairman of the Compensation Committee and Mr. Liu the Chairman of the Nominating and Corporate Governance Committee.

There are no arrangements, understandings or family relationships between the Company and any other director or executive officer of the Company pursuant to which Messrs. Staloff, Liu and Zhao were selected as directors, nor are there or have there been any transactions between Messrs. Staloff, Liu and Zhao and the Company in which they have or had a direct or indirect material interest that the Company is required to report pursuant to the rules and regulations of the Commission.

The Company and Mr. Staloff have agreed that he will be compensated with a salary of $55,000 per annum and be granted options, effective July 13, 2010, to purchase an aggregate of 30,000 shares of the Company’s Common Stock, with options to purchase 10,000 shares vesting immediately and the remainder to vest in increments of 10,000 shares on each subsequent annual anniversary of the grant date. The options may be exercised at the price of $8.44 per share, which was the closing price of the Company’s Common Stock on the OTCBB on July 13, 2010. Messrs. Liu and Zhao shall be eligible to receive grants of options to purchase the Company’s Common Stock in such amounts and on such terms as agreed to in the future.

Biographies

Mr. Arnold Staloff, Age 65

Mr. Staloff started his professional career in 1968 at the U.S. Securities and Exchange Commission. Mr. Staloff served as a director for Lehman Brothers Derivative Products Inc. from 1994 until October 2008. Mr. Staloff serves currently as the Chairman of the Audit Committee at both NASDAQ-listed SmartHeat Inc., a plate heat exchange system manufacturer, since 2008, and NASDAQ-listed Deer Consumer Products, Inc., a small home and kitchen electronic products manufacturer, since 2009. From December 2005 to May 2007, Mr. Staloff served as Chairman of the Board of SFB Market Systems, Inc., a New Jersey-based company that provided technology solutions for the management and generation of options series data. During 1989 and 1990, Mr. Staloff served as President and Chief Executive Officer of The Comex (The Commodities Exchange.) From June 1990 to March 2003, Mr. Staloff served as President and Chief Executive Officer of Bloom Staloff Corporation, an equity and options market-making firm and foreign currency options floor broker. From 2007 until his resignations in July 2010, Mr. Staloff served as the Chairman of the Audit Committee at both NASDAQ-listed Shiner International, Inc., a packaging and anti-counterfeit plastic film company, and NASDAQ-listed AgFeed Industries, Inc., a feed and commercial hog producer.  Mr. Staloff has been credited with the founding of Options on Foreign Currencies and the precursor to SPYDERS.  For well over a decade, Mr. Staloff has been a continuous subject of biographical record in Who’s Who in America. Mr. Staloff brings to the Board of Directors a long and successful business career, with extensive experience at both the management and board levels. His skills include financial analysis and accounting expertise.

Mr. Shuyuan Liu, Age 60

Mr. Liu is a former director at China Huaneng Power International, Inc., one of the five largest power producers in China engaging in the development, construction and operation of large power plants. Since 2000, Mr. Liu has served as the Chairman of Liaoning Energy Investment (Group) Co., Ltd., a large Chinese government-authorized investment company specializing in investments in the energy sector. From 2004 to 2008, Mr. Liu served as the Chairman of Liaoning Guoneng Group (Holding) Co., Ltd., a large government-authorized steel product logistics company. Mr. Liu was named Outstanding Entrepreneur by the Central Government of China in 2006 and was also awarded the Medal of Prominent Entrepreneur. Mr. Liu is an accomplished economist and he is currently the President of the Liaoning Entrepreneurs Association. Mr. Liu brings to the Board of Directors extensive business and financial experience in the energy and steel industries in China. His skills include logistics, industry analysis and financial analysis.

Mr. Zili Zhao, Age 60

Mr. Zhao currently serves as the Deputy General Manager and Deputy Secretary of Liaoning Electric Power Company Ltd., a subsidiary of China State Grid, the largest electric power transmission and distribution company in China. From 1995 to 2000, Mr. Zhao served as the Director of Dalian Electric Power Bureau. Prior to 1995, Mr. Zhao devoted 20 years to academia. From 1991 to 1995, Mr. Zhao served as the Headmaster of Dalian Electric Power Economic Management University. From 1985 to 1991, he served as the Headmaster of Dalian Electric Power University. Prior to 1991, he held multiple positions within the Dalian Electric Power University, including Deputy Party Secretary, Director of Committee Organization, and Professor of Power Generation. Mr. Zhao received a bachelor’s degree in Educations Principles from HuaZhong Normal University and a master’s degree in Electric Power Generation from Dongbei Electric Power University. Mr. Zhao brings to the Board of Directors his unique perspective and over 25 years of extensive experience in the energy industry in China.

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On July 8, 2010, the Board of Directors of the Company adopted a revised and amended Code of Conduct (the “Code of Conduct”), superseding and replacing the prior Code of Ethics adopted in 2008. The Code of Conduct addresses Company-wide conduct including, among other things, honest and candid conduct, conflicts of interest, disclosure, compliance with laws, corporate opportunities and use of company assets, confidentiality, fair dealing, and reporting and accountability. A copy of the Code of Conduct is filed as Exhibit 14.1 hereto and is incorporated herein by reference.

The Code of Conduct will be posted as soon as practicable at the Company’s website, www.ctiproduct.com.

Item 8.01 Other Events

On July 13, 2010, the Company issued a press release announcing the completion of a closing of $10,000,000 equity financing. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
4.2	Form of Warrant
4.3	Form of Registration Rights Agreement
14.1	Code of Conduct
99.1	Press Release, dated July 13, 2010, “CleanTech Innovations, Inc. Announces Completion of $10 Million Equity Financing”

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 hereunto duly authorized.

		CLEANTECH INNOVATIONS, INC.
		(Registrant)
Date:	July 13, 2010	By:	/s/ Bei Lu
		Name:	Bei Lu
		Title:	Chief Executive Officer

EX-4.2

Exhibit 4.2

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAW.  THE COMPANY WILL NOT TRANSFER THIS WARRANT, OR ANY SHARES OF COMMON SHARES ISSUABLE UPON ITS EXERCISE, UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING THIS WARRANT OR SHARES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, (ii) THE COMPANY FIRST RECEIVES AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, STATING THAT THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT.

Warrant Holder: _________________________
	Dated:  _________, 201_
For the Purchase of _____________ Shares of Common Stock	No. _________

WARRANT FOR THE PURCHASE OF

SHARES OF COMMON STOCK OF

CLEANTECH INNOVATIONS, INC.

Expiring Three Years from the Date Hereof

FOR VALUE RECEIVED, CleanTech Innovations, Inc. (“Company”) hereby certifies that the Warrant Holder specified above, or its, his or her registered assigns (“Registered Holder”), is entitled, subject to the terms set forth below, to purchase from the Company on or before the third anniversary of the date hereof, that number of shares of Common Stock, $.00001 par value, of the Company (“Common Stock”) set forth above, at a purchase price equal to $3.00 per share (as may be adjusted as provided below) upon the terms and conditions set forth herein.  The number of shares of Common Stock purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Exercise Price,” respectively.

1. Registration of Transfers and Exchanges.

(i)           The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder.  The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant.

(ii)           This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company, for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares that may then be purchased hereunder.  Any such New Warrant will be dated the date of such exchange.

2. Exercise.

(i)           Procedure for Exercise.  Subject to the conditions and terms set forth herein, this Warrant may be exercised by the Registered Holder (“Exercise Right”), in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit 1 duly executed by such Registered Holder) at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the then applicable Exercise Price multiplied by the number of Warrant Shares then being purchased upon such exercise.

(ii)           Exercise Right.  Subject to the terms and conditions set forth herein, the Exercise Right may be exercised by the Holder on any business day by delivering to the Company the Warrant with a duly executed Notice of Exercise Form attached hereto as Exhibit 1 with the exercise section completed by specifying the total number of shares of Common Stock the Registered Holder will purchase pursuant to such exercise.

(iii)           Date of Exercise.  Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company.  At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

(iv)           Issuance of Certificate.  As soon as practicable after the exercise of the purchase right represented by this Warrant, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

(a)           a certificate or certificates for the number of full shares of Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 4 hereof, and

(b)           in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection 2(i) above.

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(v)           Exercise of Warrant.  The Warrant may be exercised in whole or from time to time in part on or prior to the third anniversary of the date hereof, as first set forth below.

(vi)           Company Call Right. The Company shall have the option to "call" the Warrants (the "Warrant Call"), one or more times, in accordance with and governed by the following:

(a)           The Company shall exercise the Warrant Call by giving to the Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised setting forth the Common Stock to be called under this Warrant (or a percentage thereof) and the effective date of each Call Notice (the "Call Date"), which shall be no earlier than the date on which notice is deemed delivered under the notice provision of Section 16 of this Warrant. The exercise price for the Warrant Call shall be $3.00 per share.

(b)           The Company's right to exercise the Warrant Call shall commence at any time after: (i) a registration statement registering the Common Stock issuable upon exercise of this Warrant is declared effective with the Securities and Exchange Commission (the “SEC”) and (ii) the Common Stock is listed on the New York Stock Exchange, NYSE Amex, Nasdaq Stock Market, or any other organization or association that is defined as a national securities exchange by the SEC (an “Exchange”) and (iii) the closing price on the Exchange is over $4.00, as adjusted for any stock splits, dividends or other reorganizations that occur after the date hereof and shall terminate thirty (30) calendar days prior to the Expiration Date  (the “Call Period”).

(c)           A Call Notice may be given by the Company only within the Call Period provided that the Company shall not have received a notice from the Exchange during the thirty (30) calendar days prior to the Call Date that the Company or the Common Stock does not meet the requirements for continued quotation, listing or trading on the Exchange.

(d)           Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all Warrant Holders who receive the same class of warrants issued with this Warrant, in proportion to the amounts of Common Stock that may be purchased by the respective Warrant Holders in accordance with the respective Warrants held by each.

(e)           The Warrant Holder shall exercise the Warrant and purchase the Common Stock set forth in the Call Notice and pay for same within fifteen (15) trading days after the Call Date. If the Warrant Holder fails to timely pay the amount required by the Warrant Call, the Warrants subject to the Warrant Call shall be canceled without any further action required by the Company and the Company is hereby irrevocably instructed to reflect such cancelation in its books and records.

(f)           The Company may not exercise the Warrant Call after the occurrence of a default by the Company of a material term of this Warrant or the Subscription Agreement executed by the Warrant Holder in connection with receipt of this Warrant unless such default has been cured.

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3. Adjustments.

(i)           Split, Subdivision or Combination of Shares.  If, at any time while this Warrant remains outstanding and unexpired, the outstanding shares of the Company’s Common Stock shall be subdivided or split into a greater number of shares, or a dividend in Common Stock shall be paid in respect of Common Stock, the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall, simultaneously with the effectiveness of such subdivision or split or immediately after the record date of such dividend (as the case may be), be decreased proportionately.  If the outstanding shares of Common Stock shall be combined or reverse-split into a smaller number of shares, the Exercise Price in effect immediately prior to such combination or reverse split shall, simultaneously with the effectiveness of such combination or reverse split, be increased proportionately.  When any adjustment is required to be made in the Exercise Price, the number of shares of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment.

(ii)           Reclassification, Reorganization, Consolidation or Merger.  In the case of any reclassification of the Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 3(i) above), or any reorganization, consolidation or merger of the Company with or into another corporation (other than a merger or reorganization with respect to which the Company is the continuing corporation and which does not result in any reclassification of the Common Stock), or a transfer of all or substantially all of the assets of the Company, or the payment of a liquidating distribution then, as part of any such reorganization, reclassification, consolidation, merger, sale or liquidating distribution, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof, the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger, sale or liquidating distribution, as the case may be, such Registered Holder had held the number of shares of Common Stock that were then purchasable upon the exercise of this Warrant.  In any such case, appropriate adjustment (as reasonably determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant such that the provisions set forth in this Section 3 (including provisions with respect to the Exercise Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.

(iii)           Price Adjustment.  No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments that by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment.  All calculations under this Section 3 shall be made to the nearest cent, with $0.005 being rounded down to the nearest cent, or to the nearest 1/100th of a share, as the case may be.

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(iv)           No Impairment.  The Company will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 3 and in the taking of all such actions as may be necessary or appropriate in order to protect against impairment of the rights of the Registered Holder of this Warrant to adjustments in the Exercise Price.

(v)           Notice of Adjustment.  Upon any adjustment of the Exercise Price or extension of the Warrant exercise period, the Company shall forthwith give written notice thereto to the Registered Holder of this Warrant describing the event requiring the adjustment, stating the adjusted Exercise Price and the adjusted number of shares purchasable upon the exercise hereof resulting from such event, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

4.            Fractional Shares.  The Company shall not be required to issue fractions of shares of Common Stock upon exercise.  If any fractions of a share would, but for this Section 4, be issuable upon any exercise, in lieu of such fractional share the Company shall round up or down to the nearest whole number.

5.            Limitation on Sales.  Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares, as of the date of original issuance of this Warrant, have not been registered under the Securities Act of 1933, as amended (the “Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Shares or (ii) an opinion of counsel, reasonably acceptable to the Company and its counsel, that such registration and qualification are not required.  The Warrant Shares issued upon exercise thereof shall be imprinted with a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND ACCORDINGLY MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND UNDER ALL APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT."

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6.           Notices of Record Date.  In case:  (i) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up.  Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

7.            Reservation of Stock.  The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such shares of Common Stock and other stock, securities and property, as from time to time shall be issuable upon the exercise of this Warrant.  So long as this Warrant remains outstanding, the Company shall maintain the listing of the shares of Common Stock to be issued upon exercise on each national securities exchange on which Common Stock is listed (on the Nasdaq Over-The-Counter service if the Common Stock is then quoted on such service/bulletin board).

8.            Replacement of Warrants.  Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

9. Transfers, etc.

(i)           Warrant Register.  The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant.  Any Registered Holder may change its, his or her address as shown on the warrant register by written notice to the Company requesting such change.

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(ii)           Registered Holder.  Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

10.           No Rights as Stockholder.  Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

11.           Successors.  The rights and obligations of the parties to this Warrant will inure to the benefit of and be binding upon the Company and any transferees of Warrant Holder.

12.           Change or Waiver.  Any term of this Warrant may be changed or waived only by an instrument in writing signed by the party against which enforcement of the change or waiver is sought.

13.           Headings.  The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

14.           Governing Law.  This Warrant shall be governed by and construed in accordance with the laws of the state of New York, without giving effect to principles of conflicts of laws.

15.           Jurisdiction and Venue.  The Company (i) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant shall be instituted exclusively in any state court located in New York, New York or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum for such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of any state court located in New York, New York and the United States District Court for the Southern District of New York in any such suit, action or proceeding, and the Company further agrees to accept and acknowledge service or any and all process which may be served in any such suit, action or proceeding in any state court located in New York, New York or in the United States District Court for the Southern District of New York and agrees that service of process upon it mailed by certified mail to its address shall be deemed in every respect effective service of process upon it in any suit, action or proceeding.

16.           Mailing of Notices, etc.  All notices and other communications under this Warrant (except payment) shall be in writing and shall be sufficiently given if sent to the Registered Holder or the Company, as the case may be, by hand delivery, private overnight courier or by registered or certified mail, return receipt requested, as follows:

Registered Holder:  To Registered Holder’s address as provided on the Subscription Agreement or otherwise in the Company’s Records.

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The Company:  To the Company’s Principal Executive Offices

  Attention: Chief Executive Officer.

(with a copy, which shall not constitute notice to):

The Newman Law Firm, PLLC

44 Wall Street, 20th Floor

New York, NY  10005

or to such other address as any of them, by notice to the others may designate from time to time.  The time of delivery of the notice shall occur, as the case may be, one (1) day after the date sent if delivered in person or by overnight courier or five (5) business days after the mailing date if by registered or certified mail.

CLEANTECH INNOVATIONS, INC.
By:
Name:	Bei Lu
Title:	Chief Executive Officer

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EXHIBIT 1

NOTICE OF EXERCISE

Date:

TO: CleanTech Innovations, Inc.

C District, Maoshan Industrial Park,

Tieling Economic Development Zone,

Tieling, Liaoning Province, People’s Republic of China 112616

Attn: Ms. Bei Lu, Chief Executive Officer

1.           The undersigned hereby elects to purchase ____________ shares of the Common Stock of CleanTech Innovations, Inc. pursuant to terms of the attached Warrant, and tenders herewith payment of $__________ (at the rate of $_____ per share of Common Stock) in payment of the Exercise Price(s) pursuant thereto, together with all applicable transfer taxes, if any.

2.           Please issue a certificate or certificates representing said shares of the Common Stock in the name of the undersigned or in such other name as is specified below.

Signature of Registered Holder

Print Name:

Notice:  The signature to this form must correspond with the name as written upon the face of the within Warrant in every particular without alteration or enlargement or any change whatsoever.

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name:
	(Print in Block Letters)

Address: 

EXHIBIT 2

[To be completed and signed only upon transfer of Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________ the right represented by the within Warrant to purchase ______ shares of Common Stock of CleanTech Innovations, Inc. to which the within Warrant relates and appoints _____________________________ attorney to transfer said right on the books of CleanTech Innovations, Inc. with full power of substitution in the premises.

Dated:  ______________, ____

(Signature must conform in all respects to name

of holder as specified on the face of the Warrant)

Address of Transferee

In the presence of:

EX-4.3

Exhibit 4.3

CLEANTECH INNOVATIONS, INC.

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of ________, 2010, is made by and between CleanTech Innovations, Inc., a Nevada corporation (the “Company”), and the undersigned investor (the “Investor”).

WHEREAS, in connection with that certain Subscription Agreement by and among the Company and the Investor (the “Subscription Agreement”), the Company desires to sell to the Investor and the Investor desires to purchase from the Company units of (a) shares of the Company’s common stock, $0.00001 par value per share (the “Common Stock”); and (b) Warrants to purchase additional shares of Common Stock (the “Warrants”) equal to 15% of the Common Stock initially purchased; and

WHEREAS, to induce the Investor to purchase the Common Stock and Warrants, the Company has agreed to register the shares of Common Stock purchased and the Common Stock underlying the Warrants pursuant to the terms of this Agreement.

NOW, THEREFORE, the Company and the Investor hereby covenant and agree as follows:

1.                 Certain Definitions.  As used in this Agreement, the following terms shall have the following respective meanings:

“Closing” shall mean the closing of the sale of the Units.

“Commission” shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

“Effectiveness Date” shall mean that date which is one hundred eighty (180) days following the final closing of the Offering.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Filing Date” shall mean that date which is sixty (60) days following the Final Closing Date.

“Final Closing Date” shall mean any date after the Company conducts a Closing for at least the Minimum Offering which occurs at the earlier of: (i) September 15, 2010, or up to 60 days thereafter if the Company extends the Offering, (ii) any date prior to September 15, 2010, as determined by the Company, or (iii) the date on which the Company conducts a Closing in which the aggregate funds received by Company equal the Maximum Offering.

“Offering” shall refer to the Company’s proposal to sell Units for $3.00 per Unit, with each Unit consisting of (i) one share of Common Stock of the Company and (ii) a three (3) year Warrant to purchase 15% of one share of Common Stock of the Company with an exercise price of $3.00 per share.

“Maximum Offering” shall mean 3,333,333 Units for a total maximum purchase price of $10,000,000 USD.

“Minimum Offering” shall mean 1,000,000 Units for a total purchase price of $3,000,000 USD.

“Register,” “registered” and “registration” each shall refer to a registration effected by preparing and filing a Registration Statement or statements or similar documents in compliance with the Securities Act and the declaration or ordering of effectiveness of such Registration Statement or document by the Commission.

“Registrable Securities” shall mean the shares of Common Stock issued pursuant to the Subscription Agreement or upon the exercise of the Warrants delivered as part of the Offering; provided, however, that shares of Common Stock which are Registrable Securities shall cease to be Registrable Securities (i) upon any sale pursuant to a Registration Statement or Rule 144 under the Securities Act or (ii) at such time as they become eligible for sale pursuant to Rule 144 under the Securities Act or another similar exemption under the Securities Act; provided, further, that the maximum amount of Registrable Securities at any one time shall be limited by Rule 415.

“Securities Act” shall mean the Securities Act of 1933, as amended.

Capitalized terms used but not defined herein shall have the meanings set forth in the Subscription Agreement or the Warrants.

2. Automatic Registration.

(a)          On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415.  The Registration Statement required hereunder shall be on Form S-1.  Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Investor (the “Effectiveness Period”). The maximum amount of Registrable Securities at any one time shall be limited by Rule 415 as required by the Commission. In the event that there is a limitation by the Commission on the number of Registrable Securities that may be registered at one time, the Company shall use its reasonable best efforts to file an additional Registration Statement covering such ineligible within 30 days of the date such securities become eligible and to make such Registration Statement be declared effective by the Commission as soon as practicably possible.

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(b)          If:  (i) a Registration Statement is not filed on or prior to the Filing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within 5 trading days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date as a result of the failure of the Company to meet its obligations with respect to such filing as provided for herein, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to the Registrable Securities held by the Investor, or the Investor is not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 20 consecutive trading days but no more than an aggregate of 30 trading days during any 12-month period (which need not be consecutive trading days) during which the Investor is not permitted to sell such Registrable Securities under Rule 144 (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (iii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such 5 trading day period is exceeded, or for purposes of clause (iv) the date on which such 20- or 30-day period, as applicable, is exceeded being referred to as “Event Date”), then: (A) on the first Event Date to occur the Company shall pay to such Investor an amount, at the election of the Company, in cash or in Common Stock, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Investor pursuant to the Subscription Agreement for any Registrable Securities then held by such Investor for which such Investor has not received liquidated damages pursuant to Section 2(c) below; and (B) on each anniversary of such Event Date (if the applicable Event, or any subsequent Event, shall not have been cured by such date) until all Event(s) are cured, the Company shall pay to such Investor an amount, as determined by the Company, in cash or in Common Stock, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Investor pursuant to the Subscription Agreement for any Registrable Securities then held by such Investor for which such Investor has not received liquidated damages pursuant to Section 2(c) below. In determining the number of shares of Common Stock payable to the Investor, the 20-day average closing price of the Common Stock ending on the Event Date shall be used.  If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investor, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.  The liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a year prior to the cure of an Event.

(c)          Notwithstanding any other provision of this Section 2, if the Commission  determines that the number of securities that the Company may register on the Registration Statement pursuant to Rule 415 is limited such that the shares so registered thereunder shall exclude any Registrable Securities held by the Investor, then the Company shall promptly so advise the Investor and the Company shall use commercially reasonable efforts to effect the registration of any Registrable Securities not so included on the Registration Statement as a result thereof as soon as is legally possible to do so.  In such event, the Company shall pay to such Investor liquidated damages as set forth in Section 2(b) hereof with respect to  any Registrable Securities then held by the Investor that were not registered by the Effectiveness Date.

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(d)          The parties acknowledge and agree that (i) the maximum amount of damages that the Company shall be obligated to pay the Investor for any and all breaches of this Section 2 is the amount of liquidated damages set forth in Section 2(b) or 2(c), and (ii) such liquidated damages shall be the sole remedy available to Investor for any breach of this Agreement, provided that nothing in this Section 2(d) shall preclude Investor from seeking injunctive relief, including specific performance of its rights under this Section 2.

3.                Registration Procedures.  If and whenever the Company is required by the provisions of Section 2 hereof to use its commercially reasonable efforts to affect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible:

(a)          prepare and file with the Commission the Registration Statement with respect to such securities and use its reasonable best efforts to cause such Registration Statement to become effective in an expeditious manner;

(b)          prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective during the Effectiveness Period and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement in accordance with the intended method of disposition set forth in such Registration Statement for such period;

(c)          furnish to each seller of Registrable Securities and to each underwriter such number of copies of the Registration Statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the intended disposition of the Registrable Securities covered by such Registration Statement;

(d)          use its commercially reasonable efforts (i) to register or qualify the Registrable Securities covered by such Registration Statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Securities or, in the case of an underwritten public offering, the managing underwriter, reasonably shall request, (ii) to prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements, and take such other actions, as may be necessary to maintain such registration and qualification in effect at all times for the period of distribution contemplated thereby and (iii) to take such further action as may be necessary or advisable to enable the disposition of the Registrable Securities in such jurisdictions, provided, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction;

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(e)          use its commercially reasonable efforts to list the Registrable Securities covered by such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed;

(f)          immediately notify each seller of Registrable Securities and each underwriter under such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and promptly amend or supplement such Registration Statement to correct any such untrue statement or omission;

(g)          promptly notify each seller of Registrable Securities of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time;

(h)          if the offering is an underwritten offering, enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are usual and customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature, including, without limitation, customary indemnification and contribution provisions;

(i)          if the offering is an underwritten offering, at the request of any seller of Registrable Securities, use its commercially reasonable efforts to furnish to such seller on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) a copy of an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters, stating that such Registration Statement has become effective under the Securities Act and that (A) to the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the Registration Statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial or statistical information contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters; and (ii) a copy of a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the Registration Statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request;

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(j)          take all actions reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any legend restricting the sale or transfer of such securities) representing the Registrable Securities to be sold pursuant to the Registration Statement and to enable such certificates to be in such denominations and registered in such names as the Investor or any underwriters may reasonably request; and

(k)          take all other reasonable actions necessary to expedite and facilitate the registration of the Registrable Securities pursuant to the Registration Statement.

4.                 Obligations of Investor.  The Investor shall furnish to the Company such information regarding such Investor, the number of Registrable Securities owned and proposed to be sold by it, the intended method of disposition of such securities and any other information as shall be required to effect the registration of the Registrable Securities, and cooperate with the Company in preparing the Registration Statement and in complying with the requirements of the Securities Act.

5. Expenses.

(a)          All expenses incurred by the Company in complying with Sections 2 and 3 including, without limitation, all registration and filing fees (including the fees of the Securities and Exchange Commission and any other regulatory body with which the Company is required to file), printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or “blue sky” laws, and fees of transfer agents and registrars are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called “Selling Expenses.”

(b)          The Company will pay all Registration Expenses in connection with any Registration Statement filed hereunder, and the Selling Expenses in connection with each such Registration Statement shall be borne by the participating sellers in proportion to the number of Registrable Securities sold by each or as they may otherwise agree.

6. Indemnification and Contribution.

(a)          In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to the terms of this Agreement, the Company will indemnify and hold harmless and pay and reimburse, each seller of such Registrable Securities thereunder, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant hereto or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation of the Securities Act or any state securities or “blue sky” laws and will reimburse each such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon the Company’s reliance on an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such seller, any such underwriter or any such controlling person in writing specifically for use in such Registration Statement or prospectus.

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(b)          In the event of a registration of any of the Registrable Securities under the Securities Act pursuant hereto, each seller of such Registrable Securities thereunder, severally and not jointly, will indemnify and hold harmless the Company, each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the Registration Statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon reliance on any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant hereto or, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter, and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by such seller specifically for use in such Registration Statement or prospectus, and provided that, the liability of each seller hereunder shall be limited to the proceeds received by such seller from the sale of Registrable Securities covered by such Registration Statement.  Notwithstanding the foregoing, the indemnity provided in this Section 6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of such indemnified party and provided further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in such Registration Statement, which untrue statement or alleged untrue statement or omission or alleged omission is completely corrected in an amendment or supplement to the Registration Statement and the undersigned indemnitees thereafter fail to deliver or cause to be delivered such Registration Statement as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the person asserting such loss, claim, damage or liability (or actions in respect thereof) or expense after the Company has furnished the undersigned with the same.

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(c)          Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 6 and shall only relieve it from any liability which it may have to such indemnified party under this Section 6 if and to the extent the indemnifying party is materially prejudiced by such omission.  In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded based upon written advice of its counsel that there may be reasonable defenses available to it that are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred.

(d)          In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any holder of Registrable Securities exercising rights under this Agreement, or any controlling person of any such holder, makes a claim for indemnification pursuant to this Section 6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling holder or any such controlling person in circumstances for which indemnification is provided under this Section 6; then, and in each such case, the Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such holder is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by the Registration Statement bears to the public offering price of all securities offered by such Registration Statement, and the Company is responsible for the remaining portion; provided, that, in any such case, (A) no such holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered by it pursuant to such Registration Statement and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 12 (f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

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7.                Changes in Capital Stock.  If, and as often as, there is any change in the capital stock of the Company by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue as so changed.

8.                 Representations and Warranties of the Company.  The Company represents and warrants to the Investor as follows:

(a)          The execution, delivery and performance of this Agreement by the Company have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Articles of Incorporation or Bylaws of the Company or any provision of any indenture, agreement or other instrument to which it or any or its properties or assets is bound, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or its subsidiaries.

(b)          This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally and to general equitable principles and the availability of specific performance.

9. Rule 144 Requirements.  The Company agrees to:

(a)          make and keep current public information about the Company available, as those terms are understood and defined in Rule 144;

(b)          use its commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c)          furnish to any holder of Registrable Securities upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of the Commission allowing it to sell any such securities without registration.

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10.               Termination.  All of the Company’s obligations to register Registrable Shares under Sections 2 and 3 hereto shall terminate upon the date on which the Investor holds no Registrable Securities or all of the Registrable Securities are eligible for resale under Rule 144.

11. Miscellaneous.

(a)          All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including without limitation transferees of any Registrable Securities), whether so expressed or not.

(b)          All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by telecopier, addressed (i) if to the Company, at CleanTech Innovations, Inc., c/o The Newman Law Firm, PLLC, 44 Wall Street, 20th Floor, New York, New York 10005 USA, Attn: Robert Newman, Esquire, phone (212) 248-1001, facsimile (212) 202-6055; and (ii) if to any holder of Registrable Securities, to it at such address as may have been furnished to the Company or its counsel in writing by such holder; or, in any case, at such other address or addresses as shall have been furnished, in writing to the Company or its counsel (in the case of a holder of Registrable Securities) or to the holders of Registrable Securities (in the case of the Company) in accordance with the provisions of this paragraph.

(c)          This Agreement shall be governed by and construed under the laws of the State of New York, without giving effect to principles of conflicts of laws.  The Company and Investor (i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in any state court located in New York, New York or in the United States District Court for the Southern District of New York, (ii) waive any objection which the Company or Investor may have now or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consent to the jurisdiction of any state court located in New York, New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding.  The Company and Investor further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in any state court located in New York, New York, or in the United States District Court for the Southern District of New York and agree that service of process upon the Company or Investor mailed by certified mail to, in the case of the Company, the Company’s address, and in the case of the Investor, to the Investor’s address as set forth on the Company’s books and record, shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding.  THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

(d)          In the event of a breach by the Company or by the Investor, of any of their obligations under this Agreement, the Investor or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.  The Company and the Investor agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

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(e)          This Agreement may not be amended or modified without the written consent of the Company and the Investor.

(f)          Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.  No waiver shall be effective unless and until it is in writing and signed by the party granting the waiver.

(g)          This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

(h)          If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein.

(i)          This Agreement constitutes the entire contract among the Company and the Investor relative to the subject matter hereof and supersedes in its entirety any and all prior agreements, understandings and discussions with respect thereto.

(j)          The headings of the sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement.

[Remainder of this Page intentionally left blank]

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Signature Page to the Registration Rights Agreement

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

COMPANY
CLEANTECH INNOVATIONS, INC.
By:
Name:	Bei Lu
Title:	Chief Executive Officer

INVESTOR

COMPANY, PARTNERSHIP, OR TRUST

Company Name:

By:

Name: 

Title:   

INDIVIDUAL(S)

Name: 

Name: 

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EX-14.1

CLEANTECH INNOVATIONS, INC.

CODE OF CONDUCT

This Code of Conduct of CleanTech Innovations, Inc. ("CleanTech" or the "Company") provides the standards by which the Company’s employees, officers and directors should conduct themselves. It is the Company’s goal to foster the highest possible ethical standards in its employees’, officers’ and directors’ interactions with each other, customers, suppliers, regulators and the community at large. The company has provided this code as a guide and expects that each employee, officer and director of CleanTech will use its principles of ethical conduct as a foundation for behavior.

Company Assets

Electronic Communication Resources

By using any CleanTech electronic equipment or systems or by accessing the Internet or any company intranet using a CleanTech sign-on ID or any CleanTech computer equipment or systems an employee, officer or director of CleanTech acknowledges that he or she represents CleanTech and agrees to comply with CleanTech’s policies governing their use. CleanTech provides electronic equipment and systems, including Internet and intranet services, for business-related activities. Consequently, CleanTech employees, officers and directors generally should use such equipment and systems to further the business interests of CleanTech and only in a manner that maintains the reputation and image of CleanTech. Limited personal use of these resources is authorized so long as such use is:

· Occasional;

· Of reasonable duration;

· Does not adversely affect performance;

· Does not violate any applicable laws or compromise intellectual property rights; and

· Is not otherwise prohibited by company policy.

The following are examples of activities that are prohibited and may result in disciplinary action, up to and including termination. They include, but are not limited to:

· Breaking into or attempting to break into any computer system, inside or outside of

· Accessing the files or communications of others without appropriate authorization;

· Sending or posting sensitive materials without an appropriate level of encryption or other security measures;

· Sending chain letters;

· Sending copies of documents, software or graphics that violate copyright laws;

· General advertising or listings for personal benefit;

· Communications that are addressed to another user in any manner that could reasonably cause him or her distress, embarrassment, or unwarranted attention, as this may constitute harassment;

· Personal attacks, including, without limitation, attacks based on race, color, religion, sex, gender, sexual orientation, national origin, ancestry, age, disability, veteran status or any other factors prohibited by law;

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· Browsing, retrieval, display or distribution of vulgar, offensive or inflammatory language, material or images, including, without limitation, sexually explicit materials, language or picture;

· Placing or posting work-related information on any personal web pages or in any Internet communication;

· Downloading, saving, or transmitting CleanTech data to any non-company-owned device or media;

· Engaging in any illegal activity; or

· Sending messages that adversely affect the reputation of CleanTech or its customers, vendors or competitors.

Protection of Company Assets

CleanTech assets, such as information, materials, supplies, time, intellectual property, software, hardware and facilities, among other property, are valuable resources owned, licensed, or otherwise belonging to the Company. Safeguarding company assets is the responsibility of all employees, officers and directors. All company assets should be used for legitimate business purposes only and the personal use of company assets without permission is prohibited.

Employee Innovations

CleanTech owns any and all the intellectual property created by employees and officers of the Company during their term of employment and relating in any way to the employee’s or officer’s work or the businesses of CleanTech. Employees and officers are expected to execute all documents necessary to assist CleanTech in securing rights to any and all intellectual property.

Embezzlement, Theft and Misapplication of Funds

CleanTech holds each employee, officer and director responsible for maintaining accurate records. Anyone who embezzles, steals, or willfully misappropriates any funds, credits or real property of CleanTech will be subject to disciplinary action by the Company and legal action.

Corporate Behavior

The basic principles of CleanTech’s corporate conduct can be simply stated:

· CleanTech does not cause or tolerate any violation of law or regulation in the conduct of its business or related activities.

· CleanTech provides pertinent information to authorized auditors or regulatory agencies, and discloses, on a timely basis, information required for judging the soundness of its condition and its merits as an investment.

· CleanTech maintains and upholds standards and procedures that are designed to safeguard the legitimate confidentiality of information pertaining to employees and customers.

· CleanTech endeavors to deal fairly and in good faith with its customers, suppliers, competitors, employees and regulators.

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Employee, Officer and Director Behavior

Confidential Information

Employees, officers and directors of CleanTech must maintain the confidentiality of information to which they are entrusted by the Company, its business partners, suppliers, customers or others related to the Company’s business. This obligation survives the termination of an employee’s, officer’s or director’s relationship with the Company. Such information must not be disclosed to others, except when disclosure is authorized by CleanTech or legally mandated.

Examples of confidential information include, but are not limited to:

· Current or prospective customer’s or employees’ business relationships;

· Company policies, objectives, goals, or strategies;

· Lists of clients, customers or vendors;

· Employee records;

· Training materials, bulletins, and similar documents;

· Contracts to which the Company is a part; and

· Any other non-public information that might be of use to competitors or harmful to the Company, its business partners, suppliers or customers, if disclosed.

Any work assignment completed for CleanTech at any location is also confidential information and is the property of CleanTech unless other contractual arrangement has been made.

Employee Privacy

The company restricts access to employee records. This includes personnel records, payroll records, benefit plans and medical records. Access to these records is limited to those who have a legal or business need to know. Care should be taken by all persons who have access to the personnel, payroll or medical information of other employees to keep that information confidential.

Conflict of Interest

As an employee, officer or director of CleanTech, you have a duty of loyalty to the Company and must, therefore, avoid any actual or apparent conflict of interest with the Company. Employees, officers and directors must not use their position for private gain, to advance personal interests, or to obtain favors or benefits for themselves, members of their families, or any other individuals, corporations or business entities. A conflict situation can arise when an employee, officer or director takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively and effectively.

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Conflicts of interest also arise when an employee, officer or director or a member of his or her family receives improper personal benefits as a result of such employee’s, officer’s or director’s position with the Company. If such a situation arises, an employee or officer should immediately report the circumstances to their supervisor. Executive officers and directors should report any such circumstances to the Board of Directors of the Company.

Corporate Opportunities

Employees, officers and directors of CleanTech may not:

· Take for himself or herself personally opportunities that are discovered through the use of company property, information or position;

· Use company property, information or position for personal gain; or

· Compete with the Company.

Employees, officers and directors owe a duty to CleanTech to advance its legitimate interests when the opportunity to do so arises.

Regulatory Compliance

Being factual and truthful is important in all communications with others. If an employee, officer or director interacts with any government agency or auditor, he or she should deal strictly with factual information. US Federal law provides for severe penalties for anyone who endeavors to influence, obstruct, or impede federal auditors or investigators in the performance of their official duties with the intent to deceive or defraud.

Fraud

Employees, officers and directors of CleanTech must not engage in fraudulent conduct. Fraud includes deliberately practiced deception, whether by words, conduct, false or misleading allegations, or by concealment, to secure unfair or unlawful gain. Fraud covers both express and implied representations of fact, and may be written or oral.

Security Practices

To help ensure a safe and secure environment, the Company reserves the right to take certain actions to protect employees, customers, suppliers and the Company, including property and premises. These actions, in accordance with applicable law, include routinely recording, monitoring, conducting surveillance, inspecting and/or reviewing Internet, e-mail and intranet usage. These actions are recognized as essential elements of good security practices for customers and employees. Authorized company personnel, including Security, Human Resources, Compliance, Legal, and Internal Audit, may use these practices to uncover any activity that may jeopardize the security or integrity of the Company’s information or information systems, and any activity that is illegal, impermissible or inappropriate. These polices apply whether employees are accessing tools available while in the workplace, or when working from home or other remote locations.

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Screening and Background Checks

In addition to pre-employment background checks that include past employment, criminal, drug, credit, and driving records, the Company reserves the right to use its discretion to periodically run background and screening checks during the course of employment. These actions are considered reasonable efforts necessary to ensure the safety and security of employees and customers, by ensuring that CleanTech does not permit employment of individuals who have engaged in illegal activities or other conduct inconsistent with an effective compliance and ethics program.

Drug Free Workplace and Alcohol Use

CleanTech strives to provide a safe productive environment for its employees. This includes a workplace free of the problems associated with the use of illegal drugs and unauthorized alcohol. Substance abuse subjects the Company to unacceptable risks for workplace accidents, errors or other failures that would undermine the Company’s ability to operative effectively and efficiently. Therefore, to maintain a drug-free workplace, the presence or use of illegal drugs or use of unauthorized alcohol on company premises is not tolerated.

Employment of Relatives or Persons Having Close Personal Relationships

CleanTech restricts the employment of relatives or other persons with whom a current employee, officer or director has a close personal relationship. To minimize security risks and avoid conflicts, family members or others with close personal relationships should not work in the same CleanTech business unit or physical location, or in positions where one may supervise another, have influence over performance and/or compensation of another, that involve a chain of custody or approval authority with respect to another and/or that involve a workplace relationship that would create a conflict of interest or the appearance of a conflict of interest with another. Managers should not have personal relationships with subordinates or anyone in their reporting chain. In addition, generally the Company will not employ the relatives of Human Resources staff, senior officers, or members of the corporate board of directors, in any capacity. Management has the discretion to determine whether a personal relationship may interfere with the performance of a current employee, the operation of CleanTech, and/or would result in a conflict of interest.

Gifts And Gratuities

Generally, employees, officers and directors should not accept things of value from third parties in connection with company business. Employees, officers and directors may accept from a third party meals, refreshments, travel arrangements or accommodations or entertainment, all of reasonable value, in the course of a meeting or similar function the purpose of which is to hold bona fide business discussions or to foster better business relations. Employees, officers and directors of the Company may also accept from a third party advertising or promotional material or nominal value, such as office supplies, discounts or rebates on merchandise or services that do not exceed those available to other customers of the third party, and gifts of modest value that are related to commonly recognized events or occasions. Gifts of cash in any amount are expressly prohibited. Employees, officers and directors may not, on behalf of CleanTech, directly or indirectly give, offer, or promise anything of value to any individual, business entity, organization or any other person for the purpose of influencing the actions of the recipient. This standard of conduct is not intended to prohibit normal business practices such as providing meals, entertainment, tickets for cultural or sporting events, promotional gifts, discounts, price concessions, gifts given as tokens of friendship or special occasions so long as they are of nominal and reasonable value under the circumstances and promote CleanTech’s legitimate business interests.

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Harassment and Discrimination

CleanTech is committed to maintaining a workplace free of unlawful harassment and discrimination. The company considers such behavior unacceptable and will not tolerate any violation of this policy.

Inside Information

It is the Company’s goal and policy to protect shareholder investments through strict enforcement of the prohibition against insider trading set forth in federal securities laws and regulations. No director, officer or employee may buy or sell, or tip others to buy or sell, company securities or the publicly-traded securities of a competitor, customer or supplier when in possession of “material non-public information” regarding the Company, such competitor, such customer or such supplier, as the case may be. Insider trading is both unethical and illegal and will be dealt with firmly.

“Material non-public information” includes, but is not limited to, information about CleanTech or its business that is not available to the public at large which would be important to an investor  in making a decision to buy, sell, or retain a stock. Common examples of this type of information includes, but it not limited to: projections of future earnings or losses, news of a pending or proposed merger or acquisition, news of a significant sale of assets or the disposition of a subsidiary, news regarding an significant current or prospective customer, the declaration of a stock split or the offering of additional stock, significant changes in management, significant new products and impending financial liquidity problems. It should be noted that either positive or negative information might be material.

This statement is just an overview of our policy on Inside Information. Officers, directors and employees should refer to the "CleanTech Innovations, Inc. Statement of Policy on Insider Trading" for the complete policy surrounding this issue.

Internal Controls

Periodic assessments of CleanTech’s internal controls will be made by management, the internal auditors, external auditors and other internal review functions and/or regulatory agencies. All CleanTech employees are expected to provide timely and accurate information during any such assessments of the control environment.

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Outside Activities

Activities outside of the employment activities of an employee or officer should not compete or conflict with the activities of CleanTech. These activities should not involve any use of company equipment, supplies or facilities, imply CleanTech’s sponsorship or support or adversely affect the Company’s reputation. Employees and officers are encouraged to participate in worthwhile civic, educational and charitable organizations and activities; however, every effort should be made to perform those activities during non-work hours. When schedule conflicts occur, advance arrangements must be made and approval obtained from one’s immediate supervisor. As private citizens, employees, officers and directors of CleanTech are free to petition or otherwise contact the government on any issue. However, unless authorized, employees, officers and directors may not purport to represent the Company when contacting any branch of government at any level.

Non Work-Related Activities in the Workplace

Staying focused on providing the best service to our customers is our top priority. The following guidelines help preserve the nature of our workforce:

· Distribution of literature by employees is not allowed on company premises during work time or in the work area.

· Solicitation (the practice of petitioning or pleading for a cause) by employees is not allowed during business hours time.

· Solicitation and distribution by third parties is not allowed on company premises at any time.

· Literature, notices or other material of any kind may not be posted on bulletin boards, other than materials submitted to and approved by the CleanTech Human Resources Department.

· These guidelines do not apply to company sponsored charitable events and efforts.

Relationship With The Media

Employees should refer all questions or requests for information from reporters or other media representatives to CleanTech’s Chief Executive Officer to ensure consistency and accuracy of information.

Use of Corporate Name and Letterhead

CleanTech’s or any of its affiliates’ names, logos, trademarks, copyrights or corporate letterheads may not be used for any purpose other than in the normal course of official company business, unless Solicitation approved by the Chief Executive Officer. No CleanTech employee, officer or director may use the Company name in the Internet address (URL) of a personal web page.

Workplace Violence / Statement of Respect

CleanTech strives to provide a safe work environment that is conducive to quality customer service, good morale and a high level of productivity. Employees, officers and directors are expected to treat fellow employees, officers, directors, customers and vendors with courtesy and to resolve any difference in a professional, non-abusive and non-threatening manner. Employees, officers and directors are responsible for their behavior and for understanding how others may perceive their conduct in the workplace. Disruptive, unruly or abusive behavior by employees, officers and directors in the workplace or at company sponsored events will not be tolerated. Inappropriate conduct includes verbal or physical threats, fights, obscene or intimidating language and behavior, as well as any other abusive conduct. The possession of firearms or other weapons on or in all premises or property owned, operated managed or controlled by CleanTech is prohibited. Employees are to report any threats or incidence of violence to their managers or to Human Resources. Employees, officers or directors who witness or are involved in a situation where danger is imminent should call the appropriate authorities and then contact internal resources as appropriate.

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Compliance with Laws, Rules and Regulations

The company’s employees, officers and directors are subject to numerous laws, rules and regulations, only some of which are specifically addressed in this code. CleanTech employees, officers and directors are encouraged to become reasonably informed and to comply with the laws, rules and regulations applicable to you, whether or not they are addressed in this code.

Disclosure in Documents Filed with the Securities and Exchange Commission and Other Public Communications of the Company

As officers and directors of a publicly traded company, CleanTech officers and directors are responsible for establishing, maintaining and periodically evaluating disclosure controls and procedures designed to reasonably ensure full, fair, accurate, timely and understandable disclosure in reports and documents filed with or submitted to the Securities and Exchange Commission or otherwise disclosed to the public. Officers and directors of the Company must promptly bring to the attention of the Audit Committee and the Company's outside counsel any information they may have concerning significant deficiencies in, or violations of, such disclosure controls and procedures. The contact information for the outside counsel may obtained from the Audit Committee members.

Discipline

Discipline will be promptly and consistently applied to serve as notice that there are serious consequences for intentional wrongdoing and to demonstrate that CleanTech is committed to integrity as an integral part of our culture. CleanTech believes that application of discipline for a violation of our ethics standards should be prompt and must be appropriate. Therefore, the Company will weigh all mitigating and aggravating circumstances, including whether the violation was intentional or inadvertent, the extent of the likely damage to the Company and its shareholders resulting from the violation and whether the offending person has committed previous violations of this code or other company policy concerning ethical behavior.

Application and Waiver

Executive officers may waive this code for non-officer employees of the Company. Any waiver of this code for officers or directors of the Company may be made only by the board of directors or a committee of the board of directors of CleanTech to which such authority has been delegated. Any waiver of this code for officers of the Company will be promptly disclosed to the shareholders of the Company. Officers of the Company must promptly report to the Audit Committee and the Company's outside counsel any waiver of this code for any other officer, whether explicitly or implicitly granted by the Company, and any violation of this code by an officer.

Communication with Audit Committee

The company encourages its officers to engage in an active and open dialogue with the Audit Committee and to discuss with the Audit Committee any concerns or suggestions that officers may have regarding the Company’s disclosure controls and reporting procedures.

Adopted July 8, 2010

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ACKNOWLEDGEMENT OF RECEIPT OF THE CLEANTECH INNOVATIONS, INC. CODE OF CONDUCT

I have received and read the CleanTech Innovations, Inc. Code of Conduct.  I understand the standards and policies contained in this CleanTech Code of Conduct and understand that there may be additional policies or laws specified to my job.  I agree to comply with the CleanTech Code of Conduct and any such additional specific policies or laws.

If I have questions concerning the meaning or application of the CleanTech Code of Conduct, any policies of CleanTech, or the legal and regulatory requirements applicable to CleanTech or my position within the Company, I will consult my supervisor and/or an appropriate representative of the Company, knowing that my questions or reports to these sources will be maintained in confidence.  I understand and acknowledge that I may report violations of the Code of Conduct to the Chief Executive Officer and the Company's outside counsel.

Signature

Printed Name of Director, Officer or Employee

Date

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EX-99.1

CleanTech Innovations, Inc. Announces Completion of $10 Million Equity Financing

NEW YORK, July 13 /PRNewswire-FirstCall/ --CleanTech Innovations, Inc. (OTCBB: EVCPD (temporary symbol); website: www.ctiproduct.com; “CleanTech”), a U.S. company and a market leader in China’s clean technology solutions in the wind and utilities industries, announced today that CleanTech has completed a $10 million private placement of equity securities placed with institutional and other accredited investors in a highly oversubscribed offering.

CleanTech placed an aggregate of 3,333,333 units at $3 per unit, with each unit consisting of one share of common stock plus a three-year warrant to purchase 0.15 shares of common stock at an exercise price of $3 per share. None of the securities issued in the offering were registered. The Company has a total of 22,463,333 shares of common stock issued and outstanding after this offering, or 23,296,666 shares on a fully diluted basis.

William Blair & Company advised CleanTech with this successful financing. First Merger Capital, Inc. acted as the Co-Lead Placement Agent in this offering.  Aegis Capital Corp. acted as Co-Placement Agent in this financing.

Ms. Bei Lu, Chairman & CEO of CleanTech commented: “We are very pleased with the strong demand for this financing led by blue chip institutional investors in an expanded and highly oversubscribed offering. CleanTech intends to use the capital to expand significantly our production capabilities in order to fill rapidly growing orders for wind towers from our longstanding customers, including China’s top three largest national utility companies. Meanwhile, CleanTech intends to apply for the listing of our common stock on a U.S. national stockexchange in the near future.”

About CleanTech Innovations, Inc.

CleanTech Innovations, Inc. (OTCBB: EVCP; website: www.ctiproduct.com) is a U.S. registered public company with primary operations in China. CleanTech designs and manufactures high performance clean technology products that promote renewable energy generation, energy savings and pollution reduction. CleanTech’s products include wind turbine towers, bellows expansion joints and pressure vessels, which are broadly used in the wind power, steel, coking, petrochemical, high voltage electricity transmission and thermoelectric industries. CleanTech is a market leader in the domestic production of expansion joints used in Coke Dry Quenching, an advanced clean solution system being installed in the coking and steel industries across China for its ability to reuse waste heat, improve coke quality and reduce pollutants.CleanTech’s longstanding customers include Toshiba, ABB, China State Grid, HuaNeng Energy, Sinosteel and other global industrial leaders. CleanTech is focused on continuously developing innovative products that will improve efficiencies, reduce pollution and reduce costs associated with wasted energy.

Safe Harbor Statement

All statements in this press release that are not historical are forward-looking statements made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. There can be no assurance that actual results will not differ from the company's expectations. You are cautioned not to place undue reliance on any forward-looking statements in this press release as they reflect CleanTech Innovations’ current expectations with respect to future events and are subject to risks and uncertainties that may cause actual results to differ materially from those contemplated. Potential risks and uncertainties include, but are not limited to, the risks described in CleanTech Innovations’ filings with the Securities and Exchange Commission.

Corporate Contact

Jason Li

Corporate Communications

CleanTech Innovations, Inc.

Tel: 011-86-410-6129600

Email: investors@ctiproduct.com

Website: www.ctiproduct.com