UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

NF Energy Saving Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

629099 30 0

(CUSIP Number)

Pang Zhang-Whitaker, Esq.

Carter Ledyard & Milburn LLP

2 Wall Street, New York, New York 10005

212-238-8844

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

January 14, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and if filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This statement is being filed jointly by: (i) Yongquan Bi, (ii) Wei Guan, (iii) Yunguo Jiang, (iv) Yongjian He, (v) Xiaochun Xia, (vi) Shulian Shen, (vii) Lijun Wang, (viii) Yan Liu, (ix) Fuqing Zhang, and (x) Xiaofei Yu (collectively, the “Reporting Persons”). The Reporting Persons are making this joint filing because they comprise a “group,” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), formed for the purposes described in Item 4 of this Schedule 13D and thus are eligible to make a joint filing under Rule 13d-1(k) under the Exchange Act.

This statement relates to the common stock, par value $.001 per share (the “Shares”), of NF Energy Saving Corporation, a Delaware Corporation (the “Issuer”). The Issuer’s principal executive offices are located at 3106, Tower C, 390 Qingnian Avenue, Shenyang, Liaoning Province, People’s Republic of China (“P.R. China”) 110015.

(a) – (c)

The present principal occupation or employment of Mr. Yongquan Bi is Chairman of Dalian Boqi Xinhai Group Ltd. Co. (“Boqi Group”). Mr. Bi founded Boqi Group and its subsidiaries, including Dalian Boqi Agriculture Technology Development Ltd. Co. and Dalian Boqi Culture Media Ltd. Co., in July 2008. Mr. Bi also founded Dalian Boqi Zhengji Pharmacy Franchise Ltd. Co. in July 2008 and Boqi Finance Lease (Liaoning) Ltd. Co., another subsidiary of Boqi Group, in November 2009. Mr. Bi has been the Chairman of each of these companies since their founding.

The present principal occupation or employment of Mr. Wei Guan is IT Manager of Dalian JiuJiu Technology Co., Ltd. His principal address is 12 Shanengdongjie, 1-6, Shahekou District, Dalian City, Liaoning Province, China.

The present principal occupation or employment of Mr. Yunguo Jiang is as General Manager of Dalian Zhongtian International Trade Co., Ltd. His principal address is 54 Qinxitun, Gaofangcun, Anzishanxiang, Zhuanghe City, Liaoning Province, China. 

The present principal occupation or employment of Mr. Yongjian is Vice President of Ganjue Bar. His principal address is 119 Nantun, Changlongcun, Lizifangzhen, Zhuanghe City, Liaoning Province, China.

The present principal occupation or employment of Ms. Xiaochun Xia is VP of Sales of Dalian Xinhengrui Automobile Sales Co., Ltd. Her principal address is 15 Dafangshencun 1 , Dalianwan Jiedao, Ganjingzi District, Dalian City, Liaoning Province, China.

The present principal occupation or employment of Ms. Shulian Shen is General Manager of Dalian Nuoqiao Commerce and Trade Co., Ltd. Her principal address is 10 Xingshancun, Xingshanzhendong, Longjiang Village, Heilongjiang Province, China.

The present principal occupation or employment of Ms. Lijun Wang is General Manager of Dalian Zhengji Pharmacy. Her principal address is 303 Nanshanlu, 1-1-9, Pulandian City, Liaoning Province, China.

The present principal occupation or employment of Ms. Yan Liu is Manager of Dalian Lichen Pharmaceutical Co., Ltd.. Her principal address is 8 Tiexilu, 2-6-24, Pulandian City, Liaoning Provinice, China.

The present principal occupation or employment of Mr. Fuqing Zhang is General Manager  of Dalian Zhongguang Transmission Equipment Co., Ltd.. His principal address is 4-152 Miaoshantun, Miaoshancun, Taipingjiedaobanshichu, Pulandian City, Liaoning Province, China.

The present principal occupation or employment of Mr. Xiaofei Yu is General Manager of Dalian Hengguan Food Co., Ltd. His principal address is 10 Gucheng Bingqu, 2-5-2, Jinzhou District, Dalian City, Liaoning Province, China

(d) – (e) None of the Reporting Persons nor any manager or executive officer of the Reporting Persons, has, during the last five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

(f) Each of the Reporting Persons is a citizen of P.R. China.

On March 12, 2018, Mr. Bi entered into a Securities Purchase Agreement with the Issuer, pursuant to which Mr. Bi purchased, and the Issuer issued to Mr. Bi, 500,000 shares of common stock at a purchase price of $1.00 per share for aggregate consideration of $500,000.

On April 9, 2018, Mr. Bi entered into a Securities Purchase Agreement with Pelaria International Ltd., a wholly-owned subsidiary of Liaoning Nengfa Weiye New Energy Application Co., Ltd. (“Pelaria”), pursuant to which Mr. Bi purchased, and Pelaria sold to Mr. Bi, 1,000,000 shares of common stock at a purchase price of $1.40 per share for aggregate consideration of $1,400,000.

The Reporting Persons purchased the remainder of their Shares in the open market from their personal funds.

Certain of the Reporting Persons originally purchased their Shares based on their belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On January 14, 2019, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which, among other things, (a) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required under applicable securities laws and (b) the parties agreed to form a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, for the purpose of effecting a written consent to change the control of the Issuer, change or remove the current Board of Directors of the Issuer (the “Board”), to appoint new representatives to the Board, to effect changes to the management of the Issuer, to amend the Issuer’s certificate of incorporation and bylaws, other corporate governance issues, including changing the name and/or ticker symbol of the Issuer, and for the purpose of taking all other actions necessary to achieve the foregoing (collectively, the “Purposes”). The foregoing description of the Joint Filing Agreement is qualified in its entirety by reference to the Joint Filing Agreement, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

This Schedule 13D, the Joint Filing Agreement or the Voting Agreement are not intended to and do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities of the Issuer or the solicitation of any vote or approval in any jurisdiction.

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 7,573,289 shares of common stock outstanding as of October 9, 2018 as reported by the Issuer in its latest 10-Q filing.

(b) By virtue of the Voting Agreement discussed in further detail in Item 6 of this Schedule 13D, each of the Reporting Persons may be deemed to be the beneficial owner of an aggregate of 3,863,503 Shares, which represents approximately 51.01 % of the outstanding Shares of the Issuer.

(c) Certain of the Reporting Persons engaged in transactions on the open market in the ordinary course of business during the past 60 days with respect to the Issuer’s Shares, as set forth on Schedule A, which is attached hereto and is incorporated herein by reference.

(d) No persons other than the Reporting Persons are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares reflected in this Schedule 13D.

(e) Not applicable.

See Item 4 of this Schedule 13D for a discussion of the Joint Filing Agreement.

On March 12, 2018, Mr. Bi entered into a Securities Purchase Agreement with the Issuer, pursuant to which Mr. Bi purchased, and the Issuer issued to Mr. Bi, 500,000 shares of Common Stock at a purchase price of $1.00 per share for aggregate consideration of $500,000.

On April 9, 2018, Mr. Bi entered into a Securities Purchase Agreement with Pelaria International Ltd., a wholly-owned subsidiary of Liaoning Nengfa Weiye New Energy Application Co., Ltd. (“Pelaria”), pursuant to which Mr. Bi purchased, and Pelaria sold to Mr. Bi, 1,000,000 shares of Common Stock at a purchase price of $1.40 per share for aggregate consideration of $1,400,000. The Reporting Persons purchased the rest of their Shares in the open market from their personal funds.

On January 14, 2019, the Reporting Persons entered into a Voting Agreement (the “Voting Agreement”), pursuant to which, among other things, such Reporting Persons agreed that in any circumstances upon which a vote, consent (including written consents), agreement or other approval is sought, they shall vote the Shares of the Issuer owned or controlled by them (whether now owned or hereafter acquired) and shall otherwise consent or agree in such manner as may be directed by Mr. Bi in his sole and absolute discretion, in pursuit of the Purposes, as discussed in Item 4 of this Schedule 13D. The foregoing description of the Voting Agreement is qualified in its entirety by reference to the Voting Agreement, which is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SCHEDULE A

The Reporting Persons engaged in the following transactions on the open market in the ordinary course of business during the past 60 days with respect to the Issuer’s Shares:

Wei Guan

Yunguo Jiang

Yongjian He

Shulian Shen

Lijun Wang

Yan Liu

Fuqing Zhang

Xiaofei Yu

Exhibit 99.1

JOINT FILING AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of NF Energy Saving Corporation, a Delaware corporation (the “Company”);

WHEREAS, Yongquan Bi (“Mr. Bi”), (ii) Wei Guan, (iii) Yunguo Jiang, (iv) Yongjian He, (v) Xiaochun Xia, (vi) Shulian Shen, (vii) Lijun Wang, (viii) Yan Liu, (ix) Fuqing Zhang, and (x) Xiaofei Yu, wish to form a group for the purpose of effecting a written consent to change the control of the Company, change or remove the current Board of Directors of the Company (the “Board”), to appoint new representatives to the Board, to effect changes to Management of the Company, to amend the Company’s certificate of incorporation and bylaws, other corporate governance issues, including changing the name and/or ticker symbol of the Company, and for the purpose of taking all other actions necessary to achieve the foregoing (collectively, the “Purposes”).

NOW THEREFORE, IT IS AGREED, this 14th day of January, 2019, by the undersigned and each other person and entity executing this joint filing agreement (this “Agreement”):

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2. So long as this Agreement is in effect, each of the undersigned shall provide written notice to Mr. Bi of (i) any of their purchases or sales of securities of the Company, or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3. Each of the undersigned agrees to form the Group for the purpose of (i) written consents to achieve the Purposes, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

4. This Agreement and the Schedule 13D to which it is attached are not a solicitation.

5. Each of the undersigned agrees that any filing with the Securities and Exchange Commission, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by Mr. Bi or its representatives.

6. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws.

7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

9. Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ prior written notice to all other parties.

10. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

Exhibit 99.2

VOTING AGREEMENT

WHEREAS, certain of the undersigned own or control voting securities of NF Energy Saving Corporation , a Delaware corporation (the “Company”);

WHEREAS, Mr. Yongquan Bi (“Mr. Bi”), together with the undersigned, have formed a group (the “Group”) for the purpose of effecting a written consent to change the control of the Company, change or remove the current Board of Directors of the Company (the “Board”), to appoint new representatives to the Board, to effect changes to Management of the Company, to amend the Company’s certificate of incorporation and bylaws, other corporate governance issues, including changing the name and/or ticker symbol of the Company, and for the purpose of taking all other actions necessary to achieve the foregoing (collectively, the “Purposes”).

NOW THEREFORE, IT IS AGREED, this 14th day of January, 2019, by the undersigned and each other person and entity executing this voting agreement (this “Agreement”):

1. Each of the undersigned hereby covenants and agrees that, during the term of this Agreement, at any and all meetings of stockholders of the Company, or at any adjournment, postponement, rescheduling or continuation thereof, or in any other circumstances upon which a vote, consent (including written consents), agreement or other approval is sought, he/it shall vote (or cause to be voted) all of the voting securities of the Company owned or controlled by him/it (whether now owned or hereafter acquired) and shall otherwise consent or agree in such manner as may be directed by Mr. Bi in its sole and absolute discretion, in pursuit of the Purposes. Each of the undersigned, as a holder of voting securities of the Company, shall be present in person or by proxy at all meetings of stockholders of the Company so that all voting securities held by him/it are counted for purposes of determining the presence of a quorum at such meeting.

2. Each of the parties hereto represents that he/it has full power to enter into this Agreement and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement with respect to the securities of the Company, other than one that has expired or terminated prior to the date hereof.

3. So long as this Agreement is in effect, each of the undersigned shall provide written notice to Mr. Bi of (i) any of their purchases or sales of securities of the Company, or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

4. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws.

5. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

6. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

7. This Agreement shall not be terminable for a period of 90 days from the date hereof, except in a writing signed by all parties hereto. Thereafter, any party hereto may terminate his/its obligations under this Agreement on 24 hours’ prior written notice to all other parties.

8. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

Exhibit 99.3

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 2, 2018, is made by and between Pelaria International LTD. (the “Seller”) and Yonguan Bi (the “Purchaser”).

RECITALS

WHEREAS, Seller is the sole record and beneficial owner of 1,000,000 shares (the “Shares”) of the common stock, par value $0.001 per share (the “Common Stock”), of NF Energy Saving Corporation, a Delaware corporation (the “Company”); and

WHEREAS, the Purchaser desires to acquire the Shares from the Seller, and the Seller desire to sell the Shares to the Purchaser, in the manner and on the terms and conditions hereinafter set forth; and

WHEREAS, in connection with the Purchaser’s purchase of the Shares, the Purchaser and the Seller desire to establish certain rights and obligations between themselves.

AGREEMENTS

NOW, THEREFORE, in consideration of these premises, the mutual covenants and agreements herein contained and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION I PURCHASE AND SALE OF COMMON STOCK.

1.1 Purchase of Common Stock. Based upon the representations and warranties of the parties set forth in this Agreement, the Seller hereby sells to the Purchaser, and the Purchaser hereby purchases from the Seller, the Shares.

1.2 Payment for Common Stock. The Purchaser shall pay to the Seller an aggregate of $1,400,000 (the “Purchase Price”) for the Shares. The Purchaser will pay the Purchase Price by wire transfer of immediately available funds to an account designated in writing by the Seller.

SECTION II REPRESENTATIONS AND WARRANTIES.

2.1 Representations and Warranties of the Seller. In order to induce the Purchaser to purchase the Shares hereunder, the Seller represents and warrants to the Purchaser that:

(a) Capacity of the Seller; Authorization; Execution of Agreements. The Seller has all requisite power, authority and capacity to enter into this Agreement and to perform the transactions and obligations to be performed by him hereunder. This Agreement has been duly executed and delivered by the Seller and constitutes a valid and legally binding agreement of the Seller, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights or remedies in general from time to time in effect and the exercise by courts of equity powers or their application of principles of public policy.

(b) Title to Shares. The Seller is the sole record and beneficial owner of the Shares and has managerial and diapositive authority with respect to the Shares. The Seller has not granted any person a proxy with respect to the Shares that has not expired or been validly withdrawn. The sale and delivery by the Seller of the Shares to the Purchaser pursuant to this Agreement will vest in the Purchaser legal and valid title to the Shares, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever (other than restrictions on the resale of the Shares under applicable securities laws).

2.2 Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Seller that:

(a) Capacity of the Purchaser; Execution of Agreement. The Purchaser has all requisite power, authority, and capacity to enter into this Agreement and to perform the transactions and obligations to be performed by him hereunder. This Agreement has been duly executed and delivered by the Purchaser and constitutes a valid and legally binding agreement of the Purchaser, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights or remedies in general from time to time in effect and the exercise by courts of equity powers or their application of principles of public policy.

(b) Investment Purpose. The Purchaser is acquiring the Shares for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the U.S. Securities Act of 1933, as amended (the “Securities Act”).

(c) Experienced Investor. The Purchaser is (i) experienced in making investments of the kind described in this Agreement. (ii) able, by reason of his business and financial experience, to protect his own interests in connection with the transactions described in this Agreement, and (iii) able to afford the loss of the entire Purchase Price.

(d) Information. The Purchaser acknowledges receipt of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 ( the “Form 10-K”), as filed with the U.S. Securities and Exchange Commission on March 30, 2017, and is aware of all material information (financial or otherwise) regarding the Company as disclosed in the Form 10-K.

(e) High Risk Investment. The Purchaser understands that its investment in the Shares involves a high degree of risk. The Purchaser understands that the investment in the Shares may not provide any return and a return, if any, is likely to be well in the future.

(f) No Governmental Review. The Purchaser understands that no United States nor Chinese federal, state, provisional or local governmental authority has passed on or made any recommendation or endorsement of the Shares, or the fairness or suitability of the investment in the Shares, nor have such governmental authorities passed upon or endorsed the merits of the offering of the Shares.

(g) Transfer Restrictions. The Purchaser acknowledges that (1) the Shares have not been and are not being registered under the provisions of the Securities Act, and may not be transferred unless (A) subsequently registered thereunder or (B) the Purchaser shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; and (2) the Company is under no obligation to register the Shares under the Securities Act or to comply with the terms and conditions of any exemption thereunder or under U.S. state securities laws.

SECTION III MISCELLANEOUS.

3.1 Amendments. This Agreement may be amended or modified in whole or in part only by a writing which makes reference to this Agreement executed by the Purchaser and the Seller.

3.2 Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto and supersedes in their entirety all prior contracts, agreements, arrangements, communications, discussions, representations, and warranties, whether oral or written, among the parties with respect to the subject matter hereof.

3.3 Governing Law. The conclusion, validity, interpretation, termination and dispute settlement of this Agreement shall be governed by the laws of the People’s Republic of China.

3.4 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together will constitute one and the same instrument. Any facsimile copy of this Agreement will be deemed an original for all purposes.

3.5 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

3.6 Third Parties. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person other than the parties hereto and their successors and assigns any rights or remedies under or by reason of this Agreement.

3.7 Interpretation. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the Seller and the Purchaser have executed this Agreement as of the date first above written.

Exhibit B

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 12, 2018, by and between NF Energy Saving Corporation, a Delaware corporation, having an address at Room 3106 Block C, 390 Qingnian Avenue, Heping District, Shenyang, P. R. China 110002 (the “Company”), and Yongquan Bi, ID number: 210211197807160031, having an address at 1-5-1 19 Wenxing Street, Ganjingzi District, Dalian City, Liaoning Province, P. R, China (the “Purchaser”).

RECITALS

A. The Company has authorized the sale and issuance of up to an aggregate of 500,000 shares of its common stock, par value $0.001 per share (the “Common Stock”) for a purchase price of $1.00 per share.

B. The Company and the Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to investors that are not U.S. Persons (as that term is defined in Regulation S) pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”).

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1 Sale and Purchase of Shares. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase, and the Company agrees to sell and issue, Five Hundred Thousand (500,000) shares of Common Stock (the “Shares”) at a price of US$1.00 per Share for an aggregate purchase price of Five Hundred Thousand United States Dollars (US$500,000) (the “Purchase Price”).

1.2 Payment of Purchase Price: Issuance of Shares. Purchaser shall pay the Purchase Price in U.S. Dollars or the equivalent of RMB (based on USD:RMB Exchange Rate then in effect) to an account designated by the Company within three (3) business days of the date hereof Upon the Company’s receipt of the full Purchase Price from the Purchaser, the Company shall promptly, but in no later than fifteen (15) business days, instruct its Transfer Agent to issue the Shares to the Purchaser.

ARTICLE II

PURCHASER’S REPRESENTATIONS AND WARRANTIES

The Purchaser hereby represents and warrants to the Company that:

2.1 Investment Purpose. The Purchaser is acquiring the Shares for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act.

2.2 Experienced Investor. The Purchaser is (i) experienced in making investments of the kind described in this Agreement, (ii) able, by reason of his business and financial experience, to protect his own interests in connection with the transactions described in this Agreement, and (iii) able to afford the loss of the entire Purchase Price.

2.3 Securities Act Exemption. The Purchaser understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the Securities Act and United States state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

2.4 Information. The Purchaser and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares that have been requested by the Purchaser. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers to any such inquiries.

2.5 High Risk Investment. The Purchaser understands that its investment in the Shares involves a high degree of risk. The Purchaser understands that the investment in the Shares may not provide any return and a return, if any, is likely to be well in the future.

2.6 No Governmental Review. The Purchaser understands that no United States Federal or state governmental authority has passed on or made any recommendation or endorsement of the Shares, or the fairness or suitability of the investment in the Shares, nor have such governmental authorities passed upon or endorsed the merits of the offering of the Shares.

2.7 Authorization, Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Purchaser and is a valid and binding agreement of the Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

2.8 General Solicitation. The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Purchaser that:

3.1 Organization. The Company and its subsidiaries are duly organized, validly existing and in good standing under the laws of the jurisdiction in which they are incorporated. The Company has the full corporate power and authority to enter into and execute this Agreement and to perform all of its obligations hereunder.

3.2 Binding Effect. This Agreement has been duly and validly executed by the Company and constitutes the valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

3.3 Issuance of Shares. The Shares are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessable.

3.4 SEC Documents. The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the U.S Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing filed within the two (2) years preceding the date hereof being hereinafter referred to as the “SEC Documents”). The Company is current with its filing obligations under the Exchange Act and all SEC Documents have been filed on a timely basis or the Company has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of ny such extension. The Company represents and warrants that true and complete copies of the SEC Documents arc available on the SEC’s EDGAR website (https://www.sec.gov) at no charge to Purchaser, and Purchaser acknowledges that he may retrieve all SEC Documents from such website and such access to the SEC Documents through such website shall constitute delivery of the SEC Documents to the Purchaser. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act.

ARTICLE IV

COVENANTS

4.1 Transfer Restrictions. The Purchaser acknowledges that (1) the Shares have not been and are not being registered under the provisions of the Securities Act, and may not be transferred unless (A) subsequently registered thereunder or (B) the Purchaser shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (2) any sale of the Securities made in reliance on Regulation S promulgated under the Securities Act may be made only in accordance with the terms of said Regulation; and (3) the Company is under no obligation to register the Shares under the Securities Act or to comply with the terms and conditions of any exemption thereunder or under U.S. state securities laws.

4.2 Restrictive Legend. The Purchaser acknowledges and agrees that the certificates and other instruments representing any of the Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities):

THESE SECURITIES WILL BE OFFERED ONLY OUTSIDE OF THE UNITED STATES TO NON-U.S. PERSONS PURSUANT TO THE PROVISIONS OF REGULATION S OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

ARTICLE V
LIABILITY

5.1 If either party fails to perform or materially violates any provision of this Agreement, the breaching party shall indemnify the non-breaching party for all economic losses. Except as otherwise provided for in this Agreement, the non-breaching party shall have the right to request the termination of this Agreement and to claim indemnification from the breaching party for all economic losses incurred thereby.

ARTICLE VI

CONFIDENTIALITY

6.1 Without the written consent of the other party, either party shall not disclose to any third-party the business secrets of the other party acquired in the process of implementing this Agreement or related information, nor the content of this Agreement and any related documents may be disclosed to any third party, except as required by laws and regulations, including the rules and regulations of the U.S. Securities and Exchange Commission.

6.2 The confidentiality clause shall be an independent clause which shall be valid, whether this Agreement is signed, altered, rescinded or terminated.

ARTICLE VII

GOVERNING LAW; DISPUTE RESOLUTION

7.1 The conclusion, validity, interpretation, termination and dispute settlement of this Agreement shall be governed by the laws of the People’s Republic of China.

7.2 All disputes arising out of or in connection with this Agreement shall be settled by both parties in good faith through bona fide negotiation. If no agreement can be reached, either party shall have the right to resolve such dispute by submitting it to the Dalian intermediate people’s court for settlement.

ARTICLE VIII

MISCELLANEOUS

8.1 Entire Agreement. This Agreement sets forth all the promises, covenants, agreements, conditions and understandings between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, expressed or implied, oral or written.

8.2 Successors and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by any party without the prior written consent of the other party.

8.3 Binding Effect. This Agreement shall be binding upon the parties hereto, their respective successors and permitted assigns.

8.4 Amendment. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Purchaser.

8.5 Execution. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Agreement, and same shall become effective when counterparts have been signed by each party and each party has delivered its signed counterpart to the other party.

8.6 Severability. If any one of the provisions contained in this Agreement, for any reason, shall be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall remain in full force and effect and be construed as if the invalid, illegal or unenforceable provision had never been contained herein.

8.7 No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

8.8 Force Majeure. If either party fails to fulfill its obligations hereunder and such failure is due to an act of God, or other circumstances beyond its reasonable control, including but not limited to fire, flood, civil commotion, riot, war, revolution, or embargoes, then said failure shall be excused for the duration of such event and for such a time thereafter as is reasonable to enable the parties to resume performance under this Agreement.

[SIGNATURES ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.

Exhibit 99.4

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 12, 2018, by and between NF Energy Saving Corporation, a Delaware corporation, having an address at Room 3106 Block C, 390 Qingnian Avenue, Heping District, Shenyang, P. R. China 110002 (the “Company”), and Yongquan Bi, ID number: 210211197807160031, having an address at 1-5-1 19 Wenxing Street, Ganjingzi District, Dalian City, Liaoning Province, P. R, China (the “Purchaser”).

RECITALS

A. The Company has authorized the sale and issuance of up to an aggregate of 500,000 shares of its common stock, par value $0.001 per share (the “Common Stock”) for a purchase price of $1.00 per share.

B. The Company and the Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to investors that are not U.S. Persons (as that term is defined in Regulation S) pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”).

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1 Sale and Purchase of Shares. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase, and the Company agrees to sell and issue, Five Hundred Thousand (500,000) shares of Common Stock (the “Shares”) at a price of US$1.00 per Share for an aggregate purchase price of Five Hundred Thousand United States Dollars (US$500,000) (the “Purchase Price”).

1.2 Payment of Purchase Price: Issuance of Shares. Purchaser shall pay the Purchase Price in U.S. Dollars or the equivalent of RMB (based on USD:RMB Exchange Rate then in effect) to an account designated by the Company within three (3) business days of the date hereof Upon the Company’s receipt of the full Purchase Price from the Purchaser, the Company shall promptly, but in no later than fifteen (15) business days, instruct its Transfer Agent to issue the Shares to the Purchaser.

ARTICLE II

PURCHASER’S REPRESENTATIONS AND WARRANTIES

The Purchaser hereby represents and warrants to the Company that:

2.1 Investment Purpose. The Purchaser is acquiring the Shares for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act.

2.2 Experienced Investor. The Purchaser is (i) experienced in making investments of the kind described in this Agreement, (ii) able, by reason of his business and financial experience, to protect his own interests in connection with the transactions described in this Agreement, and (iii) able to afford the loss of the entire Purchase Price.

2.3 Securities Act Exemption. The Purchaser understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the Securities Act and United States state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

2.4 Information. The Purchaser and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares that have been requested by the Purchaser. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers to any such inquiries.

2.5 High Risk Investment. The Purchaser understands that its investment in the Shares involves a high degree of risk. The Purchaser understands that the investment in the Shares may not provide any return and a return, if any, is likely to be well in the future.

2.6 No Governmental Review. The Purchaser understands that no United States Federal or state governmental authority has passed on or made any recommendation or endorsement of the Shares, or the fairness or suitability of the investment in the Shares, nor have such governmental authorities passed upon or endorsed the merits of the offering of the Shares.

2.7 Authorization, Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Purchaser and is a valid and binding agreement of the Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

2.8 General Solicitation. The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Purchaser that:

3.1 Organization. The Company and its subsidiaries are duly organized, validly existing and in good standing under the laws of the jurisdiction in which they are incorporated. The Company has the full corporate power and authority to enter into and execute this Agreement and to perform all of its obligations hereunder.

3.2 Binding Effect. This Agreement has been duly and validly executed by the Company and constitutes the valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

3.3 Issuance of Shares. The Shares are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessable.

3.4 SEC Documents. The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the U.S Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing filed within the two (2) years preceding the date hereof being hereinafter referred to as the “SEC Documents”). The Company is current with its filing obligations under the Exchange Act and all SEC Documents have been filed on a timely basis or the Company has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of ny such extension. The Company represents and warrants that true and complete copies of the SEC Documents arc available on the SEC’s EDGAR website (https://www.sec.gov) at no charge to Purchaser, and Purchaser acknowledges that he may retrieve all SEC Documents from such website and such access to the SEC Documents through such website shall constitute delivery of the SEC Documents to the Purchaser. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act.

ARTICLE IV

COVENANTS

4.1 Transfer Restrictions. The Purchaser acknowledges that (1) the Shares have not been and are not being registered under the provisions of the Securities Act, and may not be transferred unless (A) subsequently registered thereunder or (B) the Purchaser shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (2) any sale of the Securities made in reliance on Regulation S promulgated under the Securities Act may be made only in accordance with the terms of said Regulation; and (3) the Company is under no obligation to register the Shares under the Securities Act or to comply with the terms and conditions of any exemption thereunder or under U.S. state securities laws.

4.2 Restrictive Legend. The Purchaser acknowledges and agrees that the certificates and other instruments representing any of the Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities):

THESE SECURITIES WILL BE OFFERED ONLY OUTSIDE OF THE UNITED STATES TO NON-U.S. PERSONS PURSUANT TO THE PROVISIONS OF REGULATION S OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

ARTICLE V
LIABILITY

5.1 If either party fails to perform or materially violates any provision of this Agreement, the breaching party shall indemnify the non-breaching party for all economic losses. Except as otherwise provided for in this Agreement, the non-breaching party shall have the right to request the termination of this Agreement and to claim indemnification from the breaching party for all economic losses incurred thereby.

ARTICLE VI

CONFIDENTIALITY

6.1 Without the written consent of the other party, either party shall not disclose to any third-party the business secrets of the other party acquired in the process of implementing this Agreement or related information, nor the content of this Agreement and any related documents may be disclosed to any third party, except as required by laws and regulations, including the rules and regulations of the U.S. Securities and Exchange Commission.

6.2 The confidentiality clause shall be an independent clause which shall be valid, whether this Agreement is signed, altered, rescinded or terminated.

ARTICLE VII

GOVERNING LAW; DISPUTE RESOLUTION

7.1 The conclusion, validity, interpretation, termination and dispute settlement of this Agreement shall be governed by the laws of the People’s Republic of China.

7.2 All disputes arising out of or in connection with this Agreement shall be settled by both parties in good faith through bona fide negotiation. If no agreement can be reached, either party shall have the right to resolve such dispute by submitting it to the Dalian intermediate people’s court for settlement.

ARTICLE VIII

MISCELLANEOUS

8.1 Entire Agreement. This Agreement sets forth all the promises, covenants, agreements, conditions and understandings between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, expressed or implied, oral or written.

8.2 Successors and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by any party without the prior written consent of the other party.

8.3 Binding Effect. This Agreement shall be binding upon the parties hereto, their respective successors and permitted assigns.

8.4 Amendment. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Purchaser.

8.5 Execution. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Agreement, and same shall become effective when counterparts have been signed by each party and each party has delivered its signed counterpart to the other party.

8.6 Severability. If any one of the provisions contained in this Agreement, for any reason, shall be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall remain in full force and effect and be construed as if the invalid, illegal or unenforceable provision had never been contained herein.

8.7 No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

8.8 Force Majeure. If either party fails to fulfill its obligations hereunder and such failure is due to an act of God, or other circumstances beyond its reasonable control, including but not limited to fire, flood, civil commotion, riot, war, revolution, or embargoes, then said failure shall be excused for the duration of such event and for such a time thereafter as is reasonable to enable the parties to resume performance under this Agreement.

[SIGNATURES ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.