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

Effective November 23, 2012, the Board of Directors of SmartHeat Inc., a Nevada corporation (the "Company"), in accordance with section 3(h) of the Company's Articles of Incorporation, Nevada Revised Statute 78.120 and NASDAQ Marketplace Rule 5620(c), amended section 1.07(a) of the Company's bylaws to decrease the number of stockholders who must be represented in person or by proxy to constitute a quorum for the transaction of business at any meeting of the Company's stockholders from a majority to 33 1/3% of the voting power of the Company's common stock. NASDAQ Marketplace Rule 5620(a) requires that the Company hold an annual meeting at which a quorum is present no later than December 31, 2012.

A copy of the Amended and Restated Bylaws of the Company is attached hereto as Exhibit 3(ii).2 and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits Exhibit Description 3(ii).2 Amended and Restated Bylaws of the Company, effective

November 23, 2012

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