INDEMNIFICATION AGREEMENTIndemnification Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of May , 2011, by and between NOBAO RENEWABLE ENERGY HOLDINGS LIMITED, an exempted company duly incorporated and validly existing under the Law of the Cayman Islands (the “Company”), and (the “Indemnitee”), a director of the Company.
DEPOSIT AGREEMENT by and among NOBAO RENEWABLE ENERGY HOLDINGS LIMITED AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], 2011Deposit Agreement • May 19th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
DEPOSIT AGREEMENT, dated as of ___________, 2011, by and among (i) Nobao Renewable Energy Holdings Limited, a company organized under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of January 15, 2010, by and among Nobao Renewable Energy Holdings Limited, a Cayman Islands company (the “Company”), and Chen Xiaobing, a citizen of the United States of America with passport number of 095303866 (the “Director” or “Indemnitee”).
Nobao Renewable Energy Holdings Limited (a Cayman Islands exempted limited liability company) 11,200,000 American Depositary Shares Each Representing Six Ordinary Shares (Par Value US$0.0001 Per Ordinary Share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
Nobao Renewable Energy Holdings Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), confirms its agreement with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs (Asia) L.L.C. and UBS AG and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs (Asia) L.L.C. and UBS AG
DEPOSIT AGREEMENT by and among NOBAO RENEWABLE ENERGY HOLDINGS LIMITED AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], 2011Deposit Agreement • May 16th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
DEPOSIT AGREEMENT, dated as of _________, 2011, by and among (i) Nobao Renewable Energy Holdings Limited, a company organized under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • Hong Kong
THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of October 21, 2010, by and among NOBAO RENEWABLE ENERGY HOLDINGS LIMITED, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), SLP NOBLE HOLDINGS LTD., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Silver Lake”), CHINA ENVIRONMENT FUND III, L.P., an exempted limited partnership registered in the Cayman Islands (“CEF”), TAI FENG INVESTMENTS LIMITED, a company duly organized and validly existing under the Laws of the British Virgin Islands and wholly owned by Mr. Kwok Ping Sun (the “Founder”) and WIDE SAFETY INTERNATIONAL LIMITED, a Hong Kong company (“Wide Safety”).
OPTION AGREEMENT NO. 3Option Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
This OPTION AGREEMENT No. 3 (this “Agreement”), dated December 31, 2009, is entered into by and between China Environment Fund III, L.P. (the “Investor”), Sun Kwok Ping (), holder of Hong Kong document of identity No. DA9001901 (the “Holder”) and Eastern Well Holdings Limited, a Hong Kong company (the “Company”).
OPTION AGREEMENT NO. 2Option Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
This OPTION AGREEMENT No. 2 (this “Agreement”), dated December 31, 2009, is entered into by and between China Environment Fund III, L.P. (the “Holder”), Sun Kwok Ping (), holder of Hong Kong document of identity No. DA9001901 (the “Founder”) and Eastern Well Holdings Limited, a Hong Kong company (the “Company”).
Contract for Grant of State-owned Land Use RightContract for Grant of State-Owned Land Use Right • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
Agreement on Acquisition of All the Equity Interest in Shanghai Nobo Energy Technology Co., Ltd.Acquisition Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
Through friendly consultation between Eastern Well Holdings Limited (Hong Kong) and Guo Wei and Sang Jinlai, shareholders of Shanghai Nobo Energy Technology Co., Ltd., in accordance with the provisions of the Interim Provisions on Merger or Acquisition of Domestic Enterprises by Foreign Investors, the Law of the People’s Republic of China on Foreign Investment Enterprises, the Company Law as well as the resolutions adopted at the shareholders’ meeting and the executive directors’ meeting of Shanghai Nobo Energy Technology Co., Ltd., and according to the principles of equality and mutual benefit, Party A has come to agree to transfer to Party C all of the 90% equity interest he holds in Shanghai Nobo Energy Technology Co., Ltd. in the amount of RMB 9 million, Party B has come to agree to transfer to Party C all of the 10% equity interest he holds in Shanghai Nobo Energy Technology Co., Ltd. in the amount of RMB 1 million, and Party C has come to agree to accept all the equity interest P
Contract for Grant of State-owned Land Use RightContract for Grant of State-Owned Land Use Right • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
Lease AgreementLease Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
Lessee: Nuoxin Energy Technology (Shanghai) Co., Ltd. (“Party B”), a limited liability company duly organized and validly existing under the PRC laws.
Equity Transfer AgreementEquity Transfer Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
Transferor (Party A): Bright Praise Holdings Limited Address: Unit 1006 10/F Carnarvon Plaza, 20 Carnarvon Road TST Hongkong Legal representative: Kwok Ping Sun Tel: 00852-27340411 Fax: 00852-30191936
Equity Transfer AgreementEquity Transfer Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
This Equity Transfer Agreement (this “Agreement”) dated December 31, 2009 is entered into by and between the following parties in Shanghai, People’s Republic of China (“PRC”):
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this , 2010 (the “Effective Date”), by and between Nobao Renewable Energy Holdings Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company” and, together with all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies, collectively referred to as the “Company Group”), and , an individual (the “Executive”).
Dated January 15 2010 The persons whose names and addresses are set out in Schedule 1 Part A and The corporation whose name and address is set out in Schedule 1 Part B (Vendors) and Nobao Renewable Energy Holdings Limited (Purchaser) Share Exchange...Share Exchange Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
KWOK PING SUN NOBAO RENEWABLE ENERGY HOLDINGS LIMITED ACE EXCEL LIMITED AND ACE CAPTAIN HOLDINGS LIMITED SHARE SUBSCRIPTION AGREEMENT Dated July 30, 2010 ORRICK, HERRINGTON & SUTCLIFFE 43rd Floor Gloucester Tower The Landmark 15 Queen’s Road Central...Share Subscription Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • Hong Kong
SLP Noble Holdings Ltd. PO Box 309, Ugland House Grand Cayman KY1 -1104 Cayman IslandsSeries a-1 Senior Preferred Share Purchase Agreement • May 20th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
Reference is made to the Series A-1 Senior Preferred Share Purchase Agreement, dated as of October 16, 2010 (as amended by the Amendment to Series A-1 Senior Preferred Share Purchase Agreement, dated as of May 6, 2011 (the “Agreement”), by and among (i) NOBAO RENEWABLE ENERGY HOLDINGS LIMITED, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), (ii) SLP NOBLE HOLDINGS LTD, an exempted company incorporated with limited liability under the laws of Cayman Islands (the “Investor”), (iii) KWOK PING SUN, a citizen of Hong Kong with the Hong Kong passport No. of DA9001901 and TAl FENG INVESTMENTS LIMITED, a company duly organized and validly existing under the laws of the British Virgin Islands and wholly owned by Mr. Kwok Ping Sun, (iv) NUOXIN ENERGY TECHNOLOGY (SHANGHAI) CO., LTD., a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC and (v) JIANGXI NOBAO ELECTRONICS CO., LTD., a wholly fore
WARRANT TO PURCHASE ORDINARY SHARESWarrant Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
This Warrant is issued to Sun Kwok Ping (the “Holder”) by EASTERN WELL HOLDINGS LIMITED, a Hong Kong company (the “Company”), in connection with the purchase by the Holder of Ordinary Shares, par value US$0.001 per share (“Ordinary Shares”), of the Company pursuant to the Series A Preferred Share Purchase Agreement, dated as of June 18, 2009 (as may be amended from time to time, the “Purchase Agreement”), by and among the Holder, the Company and the other parties thereto. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement. All accounting terms not otherwise defined herein have the meanings assigned under IFRS.
Lease AgreementLease Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Beijing
Party A and Party B, after their amicable consultation, hereby enter into this agreement with respect to lease of certain property as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of October 21, 2010, by and among Nobao Renewable Energy Holdings Limited, a Cayman Islands company (the “Company”), and Eric (Xun) Chen, a citizen of the United States of America (the “Director” or “Indemnitee”).
DEED OF TRANSFER AND TERMINATIONDeed of Transfer and Termination • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
This DEED OF TRANSFER AND TERMINATION (this “Deed”) is made on April 8, 2010 (the “Effective Date”) among China Environment Fund III, L.P. (“CEF”), Sun Kwok Ping (), holder of Hong Kong document of identity No. DA9001901 (“Founder”) and Nobao Renewable Energy Holdings Limited, a Cayman Islands company (the “Company”). Each of CEF, the Founder and the Company shall hereinafter individually be referred to as a “Party” and collectively as the “Parties”.
CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, NONCOMPETITION AND NONSOLICITATION AGREEMENTConfidentiality Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
This CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, NONCOMPETITION AND NONSOLICITATION AGREEMENT (“Agreement”) is made and entered into as of [ ], [ ] (“Effective Date”), by and between Nuoxin Energy Technology (Shanghai) Co., Ltd. (the “Company”), a wholly foreign-owned enterprise organized and existing under the laws of People’s Republic of China (“China” or the “PRC”), and the undersigned individual (the “Employee”). Unless the context otherwise requires, the term “Company” in this Agreement shall also include all subsidiary, parent or related corporations of the Company.
OPTION AGREEMENT NO. 1Option Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
This OPTION AGREEMENT No. 1 (this “Agreement”), dated January 15, 2010, is entered into by and between China Environment Fund III, L.P. (the “Holder”), Sun Kwok Ping (), holder of Hong Kong document of identity No. DA9001901 (the “Founder”) and Nobao Renewable Energy Holdings Limited, a Cayman Islands company (the “Company”).
AMENDMENT TO SERIES A-1 SENIOR PREFERRED SHARE PURCHASE AGREEMENTSeries a-1 Senior Preferred Share Purchase Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
THIS AMENDMENT TO SERIES A-1 SENIOR PREFERRED SHARE PURCHASE AGREEMENT (this “Amendment”) is made as of May 6, 2011, by and among (i) NOBAO RENEWABLE ENERGY HOLDINGS LIMITED, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), (ii) SLP NOBLE HOLDINGS LTD., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Investor”), (iii) KWOK PING SUN, a citizen of Hong Kong with the Hong Kong passport No. of DA9001901 (“Mr. Kwok Ping Sun”) and TAI FENG INVESTMENTS LIMITED, a company duly organized and validly existing under the Laws of the British Virgin Islands and wholly owned by Mr. Kwok Ping Sun (“Tai Feng” and, together with Mr. Kwok Ping Sun, the “Founders”), (iv) NUOXIN ENERGY TECHNOLOGY (SHANGHAI) CO., LTD., a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nuoxin”) and (v) JIANGXI NOBAO ELECTRONICS CO., LTD., a wholly foreign own
NOBAO RENEWABLE ENERGY HOLDINGS LIMITEDShare Purchase Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This letter agreement is to confirm our agreement relating to the purchase by Government of Singapore Investment Corporation Pte Ltd (the “Investor”), a company incorporated under the laws of Singapore, of ordinary shares (“Shares”) in Nobao Renewable Energy Holdings Limited, a company incorporated in the Cayman Islands (the “Company”), on the terms and subject to the conditions set forth herein. The Investor’s purchase of the Shares will be subject to and concurrent with the Company’s initial public offering (the “IPO”) of American depositary shares (“ADS”), each representing such number of Shares as specified in the registration statement on Form F-1, including the Prospectus (as defined below) (the “Registration Statement”) that the Company has filed or will file with the U.S. Securities and Exchange Commission (the “Commission”) in connection with the IPO or any amendments thereto.
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • Hong Kong
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (the “Agreement”) is made as of October 21, 2010, by and among (i) NOBAO RENEWABLE ENERGY HOLDINGS LIMITED, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), (ii) SLP NOBLE HOLDINGS LTD., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Silver Lake”), CHINA ENVIRONMENT FUND III, L.P., an exempted limited partnership registered in the Cayman Islands (“CEF” and, together with Silver Lake, the “Investors”), (iii) TAI FENG INVESTMENTS LIMITED, a company duly incorporated and validly existing under the Laws of the British Virgin Islands and wholly owned by Mr. Kwok Ping Sun (the “Founder”) and WIDE SAFETY INTERNATIONAL LIMITED, a Hong Kong company (“Wide Safety”), and (iv) EASTERN WELL HOLDINGS LIMITED, a company duly incorporated and validly existing under the Laws of Hong Kong (“Eastern Well”), NUOXIN ENERGY TECHNOLOGY (SHANGHAI) CO., L
SERIES A PREFERRED SHARE PURCHASE AGREEMENTSeries a Preferred Share Purchase Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of June 18, 2009, by and among EASTERN WELL HOLDINGS LIMITED , a company duly incorporated and validly existing under the Laws of Hong Kong (the “Company”), CHINA ENVIRONMENT FUND III, L.P., a limited liability partnership organized and validly existing under the Laws of the Cayman Islands (the “Investor”), SUN KWOK PING , a citizen of Hong Kong with the Hong Kong passport No. of DA9001901 (the “Founder”), SHANGHAI NOBO COMMERCE & TRADE CO., LTD. , a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nobo”), NUOXIN ENERGY TECHNOLOGY (SHANGHAI) CO., LTD. , a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nuoxin”) and JIANGXI NOBAO ELECTRIC CO., LTD. , a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Jiangxi Nobao”).
SERIES A PREFERRED SHARE PURCHASE AGREEMENTSeries a Preferred Share Purchase Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • Hong Kong
THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of June 18, 2009, by and among EASTERN WELL HOLDINGS LIMITED , a company duly incorporated and validly existing under the Laws of Hong Kong (the “Company”), CHINA ENVIRONMENT FUND III, L.P., a limited liability partnership organized and validly existing under the Laws of the Cayman Islands (the “Investor”), SUN KWOK PING , a citizen of Hong Kong with the Hong Kong passport No. of DA9001901 (the “Founder”), SHANGHAI NOBO COMMERCE & TRADE CO., LTD. , a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nobo”), NUOXIN ENERGY TECHNOLOGY (SHANGHAI) CO., LTD. , a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nuoxin”) and JIANGXI NOBAO ELECTRIC CO., LTD. , a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Jiangxi Nobao”).
SERIES A-1 SENIOR PREFERRED SHARE PURCHASE AGREEMENTSeries a-1 Senior Preferred Share Purchase Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • Hong Kong
THIS SERIES A-1 SENIOR PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of October 16, 2010, by and among (i) NOBAO RENEWABLE ENERGY HOLDINGS LIMITED, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), (ii) SLP NOBLE HOLDINGS LTD., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Investor”), (iii) KWOK PING SUN, a citizen of Hong Kong with the Hong Kong passport No. of DA9001901 (“Mr. Kwok Ping Sun”) and TAI FENG INVESTMENTS LIMITED, a company duly organized and validly existing under the Laws of the British Virgin Islands and wholly owned by Mr. Kwok Ping Sun (“Tai Feng” and, together with Mr. Kwok Ping Sun, the “Founders”), and (iv) NUOXIN ENERGY TECHNOLOGY (SHANGHAI) CO., LTD., a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nuoxin”) and JIANGXI NOBAO ELECTRONICS CO., LTD., a wholly foreign owned enterp
The Centralized Energy Supply Contract in the Form of an Energy Management Contract of Su-Tong Science & Technology ParkEnergy Management Contract • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
After amicable consultation and based upon a true and full expression of their respective intensions, Party A and Party B have come to agree as follows in accordance with the Contract Law of the People’s Republic of China and other applicable laws and regulations and both of them hereby agree to abide by such agreement.
WARRANT NO. 2 TO PURCHASE SERIES A PREFERRED SHARESWarrant Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
This Warrant is issued to China Environment Fund III, L.P.(the “Holder”) by EASTERN WELL HOLDINGS LIMITED, a Hong Kong company (the “Company”), in connection with the purchase by the Holder of Series A Preferred Shares, par value US$0.001 per share (“Preferred Shares”), of the Company pursuant to the Series A Preferred Share Purchase Agreement, dated as of June 18, 2009 (as may be amended from time to time, the “Purchase Agreement”), by and among the Holder, the Company and the other parties thereto. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement. All accounting terms not otherwise defined herein have the meanings assigned under IFRS.
WARRANT NO. 1 TO PURCHASE SERIES A PREFERRED SHARESWarrant Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
This Warrant is issued to China Environment Fund III, L.P. (the “Holder”) by EASTERN WELL HOLDINGS LIMITED, a Hong Kong company (the “Company”), in connection with the purchase by the Holder of Series A Preferred Shares, par value US$0.001 per share (“Preferred Shares”), of the Company pursuant to the Series A Preferred Share Purchase Agreement, dated as of June 18, 2009 (as may be amended from time to time, the “Purchase Agreement”), by and among the Holder, the Company and the other parties thereto. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement. All accounting terms not otherwise defined herein have the meanings assigned under IFRS.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of June 24, 2009, by and among EASTERN WELL HOLDINGS LIMITED (the “Company”), and Chen Xiaobing, a citizen of the United States of America with passport number of 095303866 (the “Director” or “Indemnitee”).
SHAREHOLDERS AGREEMENTShareholder Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
THIS SHAREHOLDERS AGREEMENT (the “Agreement”) is made as of January 15, 2010, by and among NOBAO RENEWABLE ENERGY HOLDINGS LIMITED, a company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), CHINA ENVIRONMENT FUND III, L.P., a limited liability partnership duly organized and existing under the laws of the Cayman Islands (the “Investor”), Sun Kwok Ping, holder of Hong Kong document of identity No. DA9001901 (the “Founder”), Wide Safety International Limited, a Hong Kong company (the “Other Ordinary Holder”), EASTERN WELL HOLDINGS LIMITED, a company duly incorporated and validly existing under the Laws of Hong Kong (“Eastern Well”), NUOXIN ENERGY TECHNOLOGY (SHANG HAI) CO., LTD. (), a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nuoxin”) and JIANGXI NOBAO ELECTRIC CO., LTD. (), a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Jiangxi No
