Equity Transfer Agreement
Exhibit
10.2
Party A:
Shiyan Juhong Power 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
32% equity interest in Hongping for the price of RMB 8,659,200.
1.2:
Shareholder loan extended by Party A to Hongping, in the aggregate principal and
interest amount of
RMB 16,312,200 as at the end of Nov. 2008 (RMB 14,867,200 of which is principal;
the remaining RMB 1,445,000 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 RMB 8,000,000 for equity consideration to
Party A.
2.3:
Party B will pay the total balance of RMB 16,971,400 (including RMB
659,200 for the balance of equity purchase, and RMB 16,312,200 for
the balance of shareholder loan purchase) to Party A within one month of
registering the change in equity ownership with the Administration for Industry
and Commerce as a result of the equity transfer.
Account
Name: Shiyan Juhong Power Development Co., Ltd.
Bank
Name: Renmin Road Branch of Agricultural Bank of China in Shiyan, Hubei
Province
Account
number: 244801040009703
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.
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 Shiyan 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
