AGREEMENT AND PLAN OF MERGER Among ZHONGSHAN RUISHENG ANTAI INVESTMENT CO., LTD REGAL CONCORD LIMITED, REGAL ALLY LIMITED and CHINA MING YANG WIND POWER GROUP LIMITED Dated as of February 2, 2016Agreement and Plan of Merger • February 5th, 2016 • Chuanwei Zhang • Engines & turbines • New York
AGREEMENT AND PLAN OF MERGER, dated as of February 2, 2016 (this “Agreement”), among Zhongshan Ruisheng Antai Investment Co., Ltd , a limited liability company incorporated under the laws of the People’s Republic of China (“Holdco”), Regal Concord Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”, together with Holdco, the “Parent Parties”), Regal Ally Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and China Ming Yang Wind Power Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
AMENDED AND RESTATED ROLLOVER AGREEMENTRollover Agreement • June 23rd, 2016 • Chuanwei Zhang • Engines & turbines • New York
This AMENDED AND RESTATED ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of June 22, 2016 by and among Regal Concord Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), and Chuanwei Zhang, First Windy Investment Corp., Ling Wu, Rich Wind Energy Three Corp., Yuan Li, Eapard Investment Management Co., Ltd., Stephanie Ye Cai, SCGC Capital Holding Company Limited, Ironmont Investment Co., Ltd., and the management shareholders signatory hereto (each a “Rollover Shareholder”), each a shareholder of China Ming Yang Wind Power Group Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED CONSORTIUM AGREEMENT among CHUANWEI ZHANG LING WU FIRST WINDY INVESTMENT CORP. RICH WIND ENERGY THREE CORP. and ANHUI ZHONGAN XINZHAO PRIVATE EQUITY INVESTMENT LLP GUANGZHOU HUIFU KAILE INVESTMENT (L.P.) SHANGHAI DAJUN GUANCHENG...Consortium Agreement • June 23rd, 2016 • Chuanwei Zhang • Engines & turbines • Hong Kong
THIS AMENDED AND RESTATED CONSORTIUM AGREEMENT is made as of June 22, 2016, among Chuanwei Zhang (the “Founder”), Ling Wu (“Ms. Wu”), First Windy Investment Corp., a company incorporated under the laws of the British Virgin Islands (“Founder Vehicle 1”), Rich Wind Energy Three Corp., a company incorporated under the laws of the British Virgin Islands (“Founder Vehicle 2” and together with Founder Vehicle 1, Ms. Wu and the Founder, the “Founder Parties”), and Anhui Zhongan Xinzhao Private Equity Investment LLP, Guangzhou Huifu Kaile Investment (L.P.) and Shanghai Dajun Guancheng Capital Fund (each a “Sponsor” and together with any other financials sponsor which becomes a party to this Agreement in accordance with this Agreement, the “Sponsors”). Each of the Founder Parties (taken as a whole), and the Sponsors is referred to herein as a “Party” and collectively, the “Parties” or the “Consortium”.
ROLLOVER AGREEMENTRollover Agreement • February 5th, 2016 • Chuanwei Zhang • Engines & turbines • New York
This ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of February 2, 2016 by and among Regal Concord Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), and Chuanwei Zhang, First Windy Investment Corp., Ling Wu, Rich Wind Energy Three Corp., Yuan Li, Eapard Investment Management Co., Ltd., Stephanie Ye Cai, SCGC Capital Holding Company Limited, Ironmont Investment Co., Ltd., and the management shareholders signatory hereto (each a “Rollover Shareholder”), each a shareholder of China Ming Yang Wind Power Group Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SHARE PURCHASE AGREEMENT Between Ms. Ling Wu and Ms. Yuan Li as the Sellers and China Ming Yang Wind Power Group Limited as the Purchaser Dated as of May 18, 2015Share Purchase Agreement • June 19th, 2015 • Chuanwei Zhang • Engines & turbines • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of May 18, 2015, among Ms. Ling Wu, Ms. Yuan Li (each a “Seller” and together, the “Sellers”) and China Ming Yang Wind Power Group Limited, a Cayman Islands company (the “Purchaser”).
CONSORTIUM AGREEMENT among CHUANWEI ZHANG LING WU FIRST WINDY INVESTMENT CORP. RICH WIND ENERGY THREE CORP. and GUANGZHOU HUIFU KAILE INVESTMENT (L.P.) SHANGHAI DAJUN GUANCHENG CAPITAL FUND Dated as of February 2, 2016Adherence Agreement • February 5th, 2016 • Chuanwei Zhang • Engines & turbines • Hong Kong
THIS CONSORTIUM AGREEMENT is made as of February 2, 2016, among Chuanwei Zhang (the “Founder”), Ling Wu (“Ms. Wu”), First Windy Investment Corp., a company incorporated under the laws of the British Virgin Islands (“Founder Vehicle 1”), Rich Wind Energy Three Corp., a company incorporated under the laws of the British Virgin Islands (“Founder Vehicle 2” and together with Founder Vehicle 1, Ms. Wu and the Founder, the “Founder Parties”), and Guangzhou Huifu Kaile Investment (L.P.) and Shanghai Dajun Guancheng Capital Fund (each a “Sponsor” and together with any other financials sponsor which becomes a party to this Agreement in accordance with this Agreement, the “Sponsors”). Each of the Founder Parties (taken as a whole), and the Sponsors is referred to herein as a “Party” and collectively, the “Parties” or the “Consortium”.
SUPPORT AGREEMENT by and among Regal Concord Limited and the Shareholders listed on Schedule A hereto Dated as of February 2, 2016Support Agreement • February 5th, 2016 • Chuanwei Zhang • Engines & turbines • New York
This SUPPORT AGREEMENT, dated as of February 2, 2016 (this “Agreement”), by and among Regal Concord Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), and the shareholders of China Ming Yang Wind Power Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).
