Equity Transfer Agreement
Exhibit
10.1
Party A:
Hubei Minyuan Power Industrial Development Co., Ltd. (Transferor)
Party B:
Shenzhen Zhaoheng Hydropower Co., Ltd. (Transferee)
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:
1: Transferring
Equity and Transferring Price
Party A
agrees to sell to Party B and Party B agrees to purchase from Party A the
following equity and shareholder loan in Hongping:
1.1: A
53% equity interest in Hongping for the price of RMB14,341,800.
1.2:
Shareholder loan extended by Party A to Hongping, in the aggregate principal and interest
amount of RMB 28,125,500 as at the end of Nov. 2008
(RMB25,050,300 of which is principal; the remaining RMB 3,075,100 is
interest) at face price.
2.
Transferring Schedule and Payment Terms:
2.1:
Party A and Party B agree that the transition date of the rights and duties of
transferring equity is Nov. 30, 2008.
2.2:
Party A and Party B agree that within 5 days of registering the change in equity
ownership with the Administration for Industry and Commerce as a result of the
equity transfer, Party B shall pay to Party A i) RMB 14,000,000 for equity
purchase and ii) RMB 6,000,000 for shareholder loan purchase.
2.3: Of
the total balance of RMB 22,467,300 (including RMB 341,800 for the balance of
equity purchase, and RMB 22,125,500 for the balance of shareholder
loan purchase, the actual amount will be adjusted according to items 3.4, 3.5
and 3.6 of this agreement), 80% will be paid within one month of registering the
change in equity ownership with the Administration for Industry and Commerce as
a result of the equity transfer, the other 20% will be paid within 5 days after
Hongping pays all outstanding taxes to the tax authorities.
Account
Name: Hubei Minyuan Power Industrial Development Co., Ltd.
Bank
Name: Electric Power Sub-branch of China Construction Bank (850291)
Account
number: 42001865308050001840
3. Rights
and Duties of Party A
3.1: In
accordance with Article 72 of the Corporation Act, Party A shall notify
and obtain the permission of other shareholders regarding this equity
transfer.
3.2:
Party A shall assist Party B, or Hongping in the amendment of articles of
association and the registration of the change in equity ownership with the
Administration for Industry and Commerce as a result of the equity
transfer.
3.3:
Party A shall pay the portion of relevant fees and taxes related to this equity
transfer that shall be paid by Party A.
3.4:
Party A should be responsible for 50% of the loss of Hongping accumulated as of
Nov. 30, 2008, which will be used to offset a portion of equity consideration
received by Party A.
3.5:
Party A shall be responsible for corporate income tax of Hongping as of Nov. 30,
2008 based on its equity percentage and the final amount of tax payable audited
by tax authorities. The calculation formula shall be: (full year corporate
income tax)÷12×11×53%.
3.6:
Party A shall be responsible for compensation incentive plan of Hongping for the
first 11 months of 2008 based on its equity percentage.
4. Rights
and Duties of Party B
4.1:
Party B should pay full price for this equity transfer in accordance with the
terms of this agreement.
4.2:
After this equity transfer, Party B shall be the legitimate owner and enjoy all
rights and obligations attaching to the equity.
4.3:
Party B shall pay the portion of relevant fees and taxes related to this equity
transfer that shall be paid by Party B.
5. Party
A’s Guarantee
Party A
guarantees legitimate ownership of equity interest in this agreement and shall
provide all documentation in completeness and correctness. This equity transfer
is based on Hunan Sunshine Auditing Firm [2008] No. 270 audit report. As such,
Party A shall be responsible for potential loss caused by incomplete or
inaccurate information provided by Party A for the preparation of above
report according to
its original capital injection percentage.
6. Breach
of Duties
6.1:
After the entry into force of this agreement, each party shall be liable for the
other party’s loss if it breaches duties under this agreement.
6.2: If
Party B fails to make payment to Party A in accordance with this agreement,
Party B shall pay interest of overdue balance at 0.5% per day to Party A. If the
payment is overdue for more than 60 days, this agreement shall be
canceled.
7.
Dispute and Settlement
7.1:
Party A and Party B can sign supplementary agreement if there are other issues
not covered in this agreement. The supplementary agreement has the same legal
effect as this agreement.
7.2: The
two parties shall try to settle any dispute through amicable negotiations first,
and if no agreement can be reached, the case shall be submitted to People’s
Court of Wuhan City in accordance with relevant law.
8. Other
Issues
8.1: This
agreement becomes effective after being signed by both parties.
8.2: This
agreement is in 6 copies, Party A, Party B and Hongping will each keep two
copies.
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Party
A (seal):
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Party
B (sealed):
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Legal
Representative
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Legal
Representative
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(signature):
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(signature):
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Signed:
Jan. 12, 2009
