AGREEMENT
AGREEMENT
This
agreement, entered into on September 24, 2008, hereby supplements and restates
that certain Management Entrustment Agreement made and entered into on November
8, 2006 and amended and restated on April 24, 2008 in Xi’an City, China (the
“Management Entrustment Agreement”), by and among the following parties: Xi'an
Amorphous Alloy Zhongxi Transformer Co., Ltd. (“Zhongxi”), An Sen (Xi'an) Power
Science & Technology Co., Ltd. (“An Sen”), Zhejiang Lvneng Electric Xx.Xxx.
(“ZLE”) and Xi'an Zhongxi Zhengliu Dianlu Transformer Factory, Ltd.
(“Dianlu”).
WHEREAS:
1.
In
June,
2004, Xi'an Amorphous Alloy Science and Technology Co., Ltd. (“Alloy Science”)
and Dianlu formed Zhongxi, with Dianlu owning 6.25% of Zhongxi; and
2.
On
October 28, 2006 Alloy Science, Zhongxi and its shareholders entered into an
Investment Trust Agreement where substantially all of the assets of Alloy
Science were transferred to Zhongxi and 93.75% of Zhongxi’s common stock was
held for the benefit of Alloy Science and its shareholders with 6.25% remaining
with Dianlu; and
3.
In
November, 2006, in exchange for agreeing to enter into the Management
Entrustment Agreement, Dianlu received 560,100 shares of common stock of China
Power Equipment, Inc. (the “China Power Shares”); and
4.
On July
11, 2007, Dianlu transferred its 6.25% nominal interest in Zhongxi (“the
Interest”) and the China Power Shares to ZLE;
NOW,
THEREFORE,
in
accordance with the relevant laws and regulations of the People’s Republic of
China, the parties agree to enter into this Agreement and to be bound with
the
terms and conditions as follows:
Article
1. Agreement
to be Formally Bound by the Management Entrustment Agreement
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1.1
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Dianlu
agrees that it received the China Power Shares in consideration of
its
agreement to be bound by the terms of the Management Entrustment
Agreement. ZLE, as the current owner of the Interest and the China
Power
Shares, hereby agrees that as a condition of it retaining the China
Power
Shares, it agreed to be bound by each and every term of the Management
Entrustment Agreement and hereby confirms and agrees that it previously
executed the amended and restated Management Entrustment Agreement
dated
April 24, 2008.
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Article
2
Miscellaneous
2.1
Any
supplemental agreements entered into by the parties after the effective date
of
this Agreement shall be an effective part of this Agreement and have the same
legal effect as this Agreement. If there is any discrepancy between the
supplemental agreement and this Agreement, the supplemental agreement shall
prevail.
2.2
This
Agreement shall and its enforcement be construed in accordance with the laws
of
the People’s Republic of China.
IN
WITNESS WHEREOF,
the
parties hereto have duly executed this Agreement on this date first above
written.
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By:
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Name:
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Title:
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An
Sen (Xi’an) Power Science & Technology Co., Ltd.
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By:
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Name:
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Title:
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Zhejiang
Lvneng Electric Xx.Xxx.
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By:
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Name:
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Title:
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Xi'an
Zhongxi Zhengliu Dianlu Transformer Factory, Ltd.
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By:
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Name:
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Title:
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