Exhibit 10.1 ------------Agreement and Plan of Merger • November 14th, 2007 • Certified Technologies Corp • Nevada
Capital Loan Agreement in Renminbi China Construction Bank Hunan BranchCertified Technologies Corp • September 2nd, 2008 • Electric services
Party A applies to Party B for borrowing money and Party B agrees to grant the loan. In accordance with the relevant laws, statutes and regulations, the Parties enter into and abide by this contract upon consultation.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 14th, 2008 • Certified Technologies Corp • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of May 13, 2008, is by and among Certified Technologies Corporation, a Nevada corporation (the “Parent”), Zhaoheng Investment Limited (BVI), a British Virgin Islands corporation (the “Company”), and Guosheng Xu, the sole stockholder of the Company signatory hereto (the “Stockholder”). Each of the parties to this Agreement are individually referred to herein as a “Party” and collectively, as the “Parties.”
Equity Transfer AgreementEquity Transfer Agreement • April 15th, 2009 • ZHAOHENG HYDROPOWER Co • Electric services
In accordance with the relevant PRC laws and regulations and adhering to the principles of voluntariness, fairness and good faith, Party A and Party B sign this Equity Transfer Agreement (this “Agreement”).
Equity Transfer AgreementEquity Transfer Agreement • April 15th, 2009 • ZHAOHENG HYDROPOWER Co • Electric services
In accordance with the relevant PRC laws and regulations and adhering to the principles of voluntariness, fairness and good faith, Party A and Party B sign this Equity Transfer Agreement (this “Agreement”).
Equity Transfer AgreementEquity Transfer Agreement • April 15th, 2009 • ZHAOHENG HYDROPOWER Co • Electric services
In accordance with the relevant PRC laws and regulations and adhering to the principles of voluntariness, fairness and good faith, Party A and Party B sign this Equity Transfer Agreement (this “Agreement”).
Malipo County Runhong Hydropower Co., Ltd. Equity Transfer AgreementTransfer Agreement • June 26th, 2009 • ZHAOHENG HYDROPOWER Co • Electric services
Party A is currently the only shareholder of Yunnan Province, Malipo County Runhong Hydropower Co., Ltd. (“Runhong”), holding 100% of the shares of Runhong, which is a limited liability company established in accordance with the PRC laws and regulations. Runhong has a registered capital of 10.5 million RMB and is primarily engaged in the development and operation of hydropower stations at Nawang River with total designed installed capacity of 6.6MW. The installed capacity of Cascade I station is 1.6 MW and the installed capacity of Cascade II station is 5 MW.
Wenshan Huayi Energy Co., Ltd. Equity Transfer Agreement (this “Agreement”)Equity Transfer Agreement • June 26th, 2009 • ZHAOHENG HYDROPOWER Co • Electric services
Party A is one of the shareholders of Wenshan Huayi Energy Co., Ltd. (“Huayi”), a company with limited liabilities duly incorporated in accordance with PRC laws and regulations. Huayi, with a registered capital of RMB60 million, is engaged in the operation and development of hydropower stations and owns 2×20MW Mangun Cascade V station in Malipo county of Yunnan Province. Currently, Huayi is owned by four shareholders, including Yunnan Hualian Xinyin Co., Ltd, which contributed RMB27.6 million to the registered capital and owns 46% equity interests of Huayi, Party A, which contributed RMB13.2 million to the registered capital and owns 22% equity interests of Huayi, Malipo Electric Co., Ltd, which contributed RMB10.2 million to the registered capital and owns 17% equity interests of Huayi, and Xuezhang Wang from Wenshan State Design Institute of Water Conservancy & Hydro-Electric Power contributed RMB9 million to the registered capital and owns 15% equity interests of Huayi.
PLAN OF MERGERPlan of Merger • May 18th, 2009 • ZHAOHENG HYDROPOWER Co • Electric services
THIS PLAN OF MERGER, dated the 13th day of May, 2009, is by and between Zhaoheng Hydropower Company, a Nevada corporation (herein sometimes referred to as the “Parent”) with its registered office situated at 1000 East William, Suite 204, Carson City, NV 89701, and Zhaoheng Investment Limited, a limited liability company incorporated under the laws of the British Virgin Islands (herein sometimes referred to as “Merger Sub”) (together the "Constituent Companies").
Equity Transfer AgreementEquity Transfer Agreement • December 2nd, 2008 • ZHAOHENG HYDROPOWER Co • Electric services
In accordance with relevant Chinese laws, Party A and Party B agree on the following terms regarding the equity transfer of Hubei Minyuan Huohe Hydropower Development Co., Ltd after friendly consultations:
Loan Repayment AgreementLoan Repayment Agreement • April 15th, 2009 • ZHAOHENG HYDROPOWER Co • Electric services
According to the results of financial auditing, Party A owed Party B RMB244,745,383.74 (including amounts due to Party B from Hunan Jiuli Hydropower Construction Co., Ltd., a wholly owned subsidiary of Party A) as of December 31, 2007. The nature of the debt was related party non-operating dispossession.
Equity Transfer AgreementEquity Transfer Agreement • January 16th, 2009 • ZHAOHENG HYDROPOWER Co • Electric services
In accordance with relevant Chinese laws, Party A and Party B agree to the following terms regarding the transfer of equity and shareholder loan of Hubei Hongping Power Generation Co., Ltd. (hereinafter, Hongping) after amicable negotiations:
Industrial and Commercial Bank of China Fixed Asset Loan AgreementCertified Technologies Corp • September 2nd, 2008 • Electric services
Whereas Party A applies for a loan from Party B and Party B agrees to grant a loan to Party A for the purpose as specified in Section 3.1 hereunder. To specify their rights and obligations, Party A and Party B hereby enter into this Agreement after negotiation in accordance with the Contract Law, General Rules of Loan and relevant laws and regulations.
Zhaoheng Hydropower Company SUBSCRIPTION AGREEMENTSubscription Agreement • April 27th, 2009 • ZHAOHENG HYDROPOWER Co • Electric services • New York
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 14th, 2008 • Certified Technologies Corp • New York
COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 13, 2008, is by and among Michael Friess, Sanford Schwartz (collectively, the “Sellers”) and Embedded Internet Solutions Limited (the “Buyer”).
Equity Transfer AgreementEquity Transfer Agreement • December 2nd, 2008 • ZHAOHENG HYDROPOWER Co • Electric services
In accordance with relevant Chinese laws, Party A and Party B agree on the following terms regarding the equity transfer of Hubei Minyuan Huohe Hydropower Development Co., Ltd after friendly consultations:
Baishadu Hydropower Station Development Agreement (“this Agreement”)Station Development Agreement • April 15th, 2009 • ZHAOHENG HYDROPOWER Co • Electric services
In accordance with the relevant laws and regulations in "General Principles of Civil Law", "Contract Law of PRC” ; the No. 29 [2003]"Opinions on accelerating the development of hydropower in rural areas” from the General Office of the Hunan Provincial Government; and the policy of attracting investments to Shimen County, the Shimen County Government (hereinafter referred to as Party A) and Hunan Sanjiang Electric Power Co., Ltd., Hunan Zhaoheng Hydropower Co., Ltd. (hereinafter referred to as Party B, collectively) agree to the following terms regarding the development of Baishadu Hydropower Station after amicable negotiations.
Equity Transfer AgreementTransfer Agreement • January 16th, 2009 • ZHAOHENG HYDROPOWER Co • Electric services
In accordance with relevant Chinese laws, Party A and Party B agree to the following terms regarding the transfer of equity and shareholder loan of Hubei Hongping Power Generation Co., Ltd. (hereinafter, Hongping) after amicable negotiations:
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • May 14th, 2008 • Certified Technologies Corp • New York
THIS SECURITIES ESCROW AGREEMENT (this “Agreement”), dated May 13, 2008, is entered into by and among Certified Technologies Corporation, a Nevada corporation (the “Parent”), Zhaoheng Investment Limited (BVI), a British Virgin Islands corporation (“Company”), Michael Friess (“Friess”) and Sanford Schwartz (“Schwartz” and together with Friess, the “Principal Stockholders”) and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Share Exchange Agreement (as defined below).
Loan AgreementLoan Agreement • September 2nd, 2008 • Certified Technologies Corp • Electric services
Party A applies to Party B for borrowing money because of the business operation needs, and the Parties, through consultation, have agreed to execute the Agreement as follows:
Equity Transfer AgreementEquity Transfer Agreement • April 15th, 2009 • ZHAOHENG HYDROPOWER Co • Electric services
In accordance with the relevant PRC laws and regulations and adhering to the principles of voluntariness, fairness and good faith, Party A and Party B sign this Equity Transfer Agreement (this “Agreement”).
Mortgage ContractCertified Technologies Corp • September 2nd, 2008 • Electric services
Hunan Zhaoheng Hydropower Co., Ltd. (hereinafter "Debtor") and Party B under this Contract have entered into a Loan Agreements, the contract number of which is 2007 Shimen No.0004, (hereinafter “Underlying Contract”) on March 23, 2007. Party A agrees to provide mortgage guarantee to secure the indebtedness of the Debtor under the Underlying Contract. Party A and Party B upon consultation have reached the following Contract in accordance with the Contract Law and the Guarantee Law of People’s Republic of China and other relevant laws and regulations, for mutual observance and compliance.
Loan Repayment AgreementLoan Repayment Agreement • April 15th, 2009 • ZHAOHENG HYDROPOWER Co • Electric services
According to the results of financial auditing, Party A owed Party B RMB34,794,580.06 as of December 31, 2007. The nature of the debt was related party non-operating dispossession.
Huanghugang Hydropower Station Development Agreement (“this Agreement”)Hydropower Station Development Agreement • April 15th, 2009 • ZHAOHENG HYDROPOWER Co • Electric services
In accordance with the relevant laws and regulations in "General Principles of Civil Law", "Contract Law of PRC” ; the No. 29 [2003] "Opinions on accelerating the development of hydropower in rural areas” from the General Office of the Hunan Provincial Government; and the principle of “negotiation on a case-by-case basis” under the policy of attracting investments to Shimen County, the Shimen County Government (hereinafter referred to as Party A) and Hunan Sanjiang Electric Power Co., Ltd., Hunan Zhaoheng Hydropower Co., Ltd. (hereinafter referred to as Party B, collectively) agree to the following terms regarding the development of Small Huanghugang Hydropower Station (hereinafter referred to as “Huanghugang Hydropower Station”) after amicable negotiations.
ContractEquity Transfer Agreement • June 20th, 2008 • Certified Technologies Corp • Electric services
Equity Transfer Agreement of Jingrong Industrial Development Co., Ltd. in Rongjiang County of Guizhou Province (hereinafter referred to “Jingrong”)
Equity Transfer Agreement (this “Agreement”)Equity Transfer Agreement • July 6th, 2009 • ZHAOHENG HYDROPOWER Co • Electric services
In accordance with the relevant PRC laws and regulations, and adherence to the principles of willingness, fairness and honesty, Party A and Party B agree on the following terms.
Guarantee Agreement China Construction Bank Hunan BranchGuarantee Agreement • September 2nd, 2008 • Certified Technologies Corp • Electric services
Party A agrees to provide joint liability guarantee for the indebtedness under the Capital Loan Agreement in Renminbi, Contract No. 43068864320060004, (hereinafter "Underlying Contract") between Hunan Sanjiang Electric Power Co., Ltd. (hereinafter "Debtor") and Party B, in order to ensure performance under the Underlying Contract and to safeguard realization of Party B's rights as a creditor. Party A and Party B upon consultation have reached the following agreement in accordance with relevant laws and regulations, for mutual observance and compliance.
