Management Entrustment Agreement
This Agreement is made and entered into on November 8, 2006 in Xi'an City, China, by and between the
PARTY A: Xi'an Amorphous Alloy Zhongxi Transformer Co., Ltd Registered business address: Xin Yuan
Industry Tower, No.1 Xin Ke Road, New District, Xi'an City
Legal representative: Yongxing Song
PARTY B: An Sen (Xi'an) Power Science & Technology Co., Ltd.
Registered business address: No.15 Gaoxin 6 Road, Hi-tech Industries Development Zone, Xi'an. P. R. of China
Legal representative: Yarong Feng
1. Party A is a joint stock limited company registered in Xi'an Shaanxi Province, and legally existing to date. The
number of its business license is 6101001401860.
2. Party B is a foreign investment enterprise incorporated and registered in Xi'an City, Shaanxi Province, People's
Republic of China, and legally existing to date. The number of its business license is: Qi Du Shaan Xi'An Zong Zi
Di No. 002433
3. In light of Xi'An Amorphous Alloy Science & Technology Co., Ltd, Party A's real owner, intention to go
public at OTCBB in the United States through Party B's parent company, China Power Equipment Inc, ("China
Power" hereinafter, a US company registered in Maryland), in order to let Party B have actual control of Party A
and realize the consolidation of financial statements, Party A intends to irrevocably entrust to Party B for its
management the right of operation management of Party A and the responsibilities and authorities of the
shareholders' meeting and the board of directors of Party A.
4. Party B agrees to accept the entrustment of Party A, and to exercise the right of operation management of
Party A and the responsibilities and authorities of the shareholders' meeting and the board of directors of Party A.
5. Party A has obtained the approval of its shareholders' meeting to enter into this Agreement.
NOW, THEREFORE, through friendly consultation, under the principle of equality and mutual benefits, in