American Depository Shares CHINA HYDROELECTRIC CORPORATION UNDERWRITING AGREEMENT August [ ], 2009Underwriting Agreement • December 8th, 2009 • China Hydroelectric Corp • New York
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 8th, 2009 • China Hydroelectric Corp • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , ___, by and between China Hydroelectric Corporation, a company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), and the director of the Company identified on the signature page hereto (the “Indemnitee”).
Zhejiang Guangsha Stock Co., Ltd Zhejiang Guangsha Hydropower Investment Co., Ltd And China Hydroelectric Corporation In Matter of Zhejiang Jingning Yingchuan Hydropower Development Co., Ltd Enter Equity Interest Transfer Contract December 13, 2007China Hydroelectric Corp • December 8th, 2009
This equity interest transfer contract (hereinafter referred to as “Contract”) is made and entered into on December 13, 2007 at Hangzhou City, Zhejiang Province of P. R. China by and among:
ContractChina Hydroelectric Corp • December 8th, 2009 • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
ContractEmployment Agreement • December 8th, 2009 • China Hydroelectric Corp • Beijing
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. The omitted materials have been filed separately with the Securities and Exchange Commission.
EMPLOYMENT AGREEMENTEmployment Agreement • December 8th, 2009 • China Hydroelectric Corp • New York
EMPLOYMENT AGREEMENT effective as of January 1, 2009 (the “Effective Date”), by and between China Hydroelectric Corporation, an exempt company organized and existing under the laws of the Cayman Islands (the “Company”), and “James” Tie Li (the “Executive”).
ContractChina Hydroelectric Corp • December 8th, 2009 • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
BETWEEN FUJIAN PROVINCE NINGDE ELECTRIC POWER INDUSTRY BUREAU AND PINGNAN COUNTY WANGKENG HYDROELECTRIC CO., LTD. GRID CONNECTION AND DISPATCHING AGREEMENT FOR WANGKENG HYDROPOWER STATION July 2008Dispatching Agreement • December 8th, 2009 • China Hydroelectric Corp
This Grid Connection and Dispatching Agreement (hereinafter referred to as this “Agreement”) is executed by and between the following two Parties:
ContractChina Hydroelectric Corp • December 8th, 2009 • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SUCH ACT OR LAWS.
FUJIAN PROVINCE PINGNAN COUNTY POWER SUPPLY CO., LTD. PINGNAN COUNTY YUHENG HYDROPOWER CO., LTD. POWER PURCHASE AND SALE CONTRACT FOR OLD YUANPING HYDROPOWER STATION December 2008Power Purchase and Sale Contract • December 8th, 2009 • China Hydroelectric Corp
This Power Purchase and Sale Contract (hereinafter referred to as this “Contract”) is executed by and between the following two Parties:
Power Purchase Contract (Contract Number: De Dian Gu Si 2009-011)Power Purchase Contract • December 8th, 2009 • China Hydroelectric Corp
This Power Purchase Contract (hereinafter referred to as “this Contract”) was executed by and between the following Parties:
BETWEEN SANMING CITY CHENYANG HYDROELECTRIC CO., LTD. SANMING CITY FUFENG INDUSTRIAL CO., LTD. BEIJING XUNJING INTERACTIVE TECHNOLOGY CO., LTD. HUANG SHAO JIAN YU RONG JI ZHANG RONG BIN SUN XIAO DONG XIE FANG WU YE CHANG HE AND CHINA HYDROELECTRIC...Share Transfer Agreement • December 8th, 2009 • China Hydroelectric Corp
This Share Transfer Agreement (hereinafter referred to as this “ Agreement”) is executed by and among the following Parties in Fuzhou City, China on August 9, 2008.
CHINA HYDROELECTRIC CORPORATION - and - SANMING RUIFENG HYDROPOWER INVESTMENT CO., LTD. Agreement relating to the sale and purchase of the equity of Sunpower Asia Limited July, 2008Equity Sales and Purchase Agreement • December 8th, 2009 • China Hydroelectric Corp
POWER PURCHASE AND SALE CONTRACTGrid Connection and Dispatching Agreement • December 8th, 2009 • China Hydroelectric Corp
Power Purchaser: Sichuan Cangxi Electric Power Co., Ltd., a power supply enterprise, registered with the Administration for Industry and Commerce of Cangxi County. Tax Registration Number: 510824206100402 Legal Address: No.15, Renmin West Road, Lingjiang Town, Cangxi County Legal Representative:Yang Sheng Hua
CONTRACT ON TRANSFER OF 10% EQUITY INTERESTS OF SANMING ZHONGYIN BANZHU HYDROELECTRIC CO., LTD.China Hydroelectric Corp • December 8th, 2009
Party A agrees to transfer the 10% of the equity interests of Sanming Zhongyin Banzhu Hydroelectric Co., Ltd. (hereinafter referred to as “Banzhu Company”) held by it to Party B, after friendly consultation and in accordance with relevant national laws and regulations and the relevant provisions of the Articles of Association of Banzhu Company, etc., Party A and Party B have reached agreement on the matters in relation to the transfer and acquisition of such equity interests, and hereby execute this Contract as follows:
THE SUPPLEMENTAL AGREEMENT ON MATTERS REGARDING THE TRANSFER OF 10% EQUITY INTERESTS OF SANMING ZHONGYIN BANZHU HYDROELECTRIC CO., LTD.Supplemental Agreement • December 8th, 2009 • China Hydroelectric Corp
BETWEEN GUANGDONG QINGNENG POWER GENERATION GROUP CO., LTD. YAO LIN FU AND ZHEJIANG PROVINCE JINGNING YINGCHUAN HYDROELECTRIC DEVELOPMENT CO., LTD. SHARE TRANSFER CONTRACT For LONGQUAN RUIYANG CASCADE II HYDROELECTRIC CO., LTD.Share Transfer Contract • December 8th, 2009 • China Hydroelectric Corp
This Share Transfer Contract (hereinafter referred to as “this Contract”) was executed by and among the following Parties in Beijing, China on August 11, 2009.
GRID CONNECTION AND POWER PURCHASE AGREEMENTGrid Connection and Power Purchase Agreement • December 8th, 2009 • China Hydroelectric Corp
For the purpose of coordinating the relationship between power seller and power purchaser, and identify the responsibilities and obligations of the Parties, Party A and Party B, according to the spirit of the Reply concerning the Amended Opinion on the Grid-connection Plan of Sanming Banzhu Hydropower Station (document number: Min Dian Ji [1994] No.235) issued by the Power Industry Bureau of Fujian Province, after the consultation, agree to enter into this Grid-connection and Power Purchase Agreement (this “Agreement”) as set out below:
SHARE TRANSFER CONTRACT [Contract Number: 20090722] For YUNHE COUNTY SHAPULONG HYDROPOWER GENERATION CO., LTD.Share Transfer Contract • December 8th, 2009 • China Hydroelectric Corp
Transferee: Zhejiang Province Jingning Yingchuan Hydroelectric Development Co., Ltd. (hereinafter referred to as the “Transferee”)
ContractEmployment Agreement • December 8th, 2009 • China Hydroelectric Corp
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. The omitted materials have been filed separately with the Securities and Exchange Commission.
MEDIUM/LONG-TERM RENMINBI LOAN CONTRACT (Applicable to Single Corporate Business) Contract Number: Gu 132009010094Renminbi Loan Contract • December 8th, 2009 • China Hydroelectric Corp
Upon the application of the Borrower, the Lender has reviewed and agreed to provide the medium/long-term RMB loan to the Borrower according to the terms and conditions under this Contract. In order to specify rights and obligations of both Parties and honor credibility and good faith, after equal consultation, the Parties hereto are willing to enter into this Contract according to the provisions of relevant laws and regulations of the People’s Republic of China.
SHARE TRANSFER CONTRACT For THIRTEEN PERCENT OF THE EQUITY INTERESTS Of YUNHE COUNTY SHAPULONG HYDROPOWER GENERATION CO., LTD.China Hydroelectric Corp • December 8th, 2009
China Hydroelectric Corporation And Henan Lan Tian Group Co., Ltd. Capital Increase Agreement October 22nd, 2009Capital Increase Agreement • December 8th, 2009 • China Hydroelectric Corp • Beijing
This Capital Increase Agreement (hereinafter referred to as the “Agreement”) is entered into at Zhengzhou City as of October 22nd, 2009 by and between the following parties:
CHINA HYDROELECTRIC CORPORATION AMENDED AND RESTATED RIGHT OF FIRST OFFER AND CO-SALE AGREEMENT-Sale Agreement • December 8th, 2009 • China Hydroelectric Corp • New York
THIS AMENDED AND RESTATED RIGHT OF FIRST OFFER AND CO-SALE AGREEMENT (this “Agreement”) is entered into as of October 27, 2009, by and among China Hydroelectric Corporation, a company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), the investors listed on Exhibit A(i) attached hereto (each, a “Series C Investor,” collectively, the “Series C Investors”), the entities listed on Exhibit A(ii) attached hereto (the “Ordinary Shareholders”), the entities listed on Exhibit A(iii) attached hereto (the “Series A Investors”), the entities listed on Exhibit A(iv) attached hereto (the “Series B Investors”), the individuals listed on Exhibit A(v) attached hereto (the “Founders”), and the entities listed on Exhibit A(vi) attached hereto (the “Warrant Holders”). The Company, the Series C Investors, the Ordinary Shareholders, the Series A Investors, the Series B Investors, the Founders and the Warrant Holders are referred to herein collectively as “Parties”
EQUITY JOINT VENTURE CONTRACT BETWEEN CHINA HYDROELECTRIC CORPORATION AND SANMING CITY CHENYANG HYDROELECTRIC CO., LTD FOR THE ESTABLISHMENT OF PINGNAN COUNTY WANGKENG HYDROELECTRIC CO., LTD.China Hydroelectric Corp • December 8th, 2009
This Equity Joint Venture Contract (hereinafter referred to as this “Contract”) is entered into in Fuzhou City, the People’s Republic of China (hereinafter referred to as the “PRC”) on the 10th day of August 2008, by and between China Hydroelectric Corporation and Sanming City Chenyang Hydroelectric Co., Ltd in accordance with the Law of the PRC on Sino-Foreign Equity Joint Ventures and the implementation regulations issued thereunder (collectively, the “Equity Joint Venture Law”), the Company Law of the PRC (the “Company Law”) and other relevant laws and regulations of the PRC. After friendly consultations conducted in accordance with the principles of equality and mutual benefit, the Parties have agreed to establish a Sino-foreign equity joint venture enterprise Pingnan County Wangkeng Hydroelectric Co., Ltd. (hereinafter referred to as the “JV Company”) in Pingnan County, Fujian Province on the basis set forth below:
Supplemental AgreementSupplemental Agreement • December 8th, 2009 • China Hydroelectric Corp
This Supplemental Agreement (hereinafter referred to as this “Agreement”) is executed by the following Parties in Mang City, Dehong Prefecture, Yunnan Province, the People’s Republic of China, on March 27, 2007.
CHINA HYDROELECTRIC CORPORATION AMENDED AND RESTATED SHAREHOLDERS AGREEMENTAmended and Restated Shareholders Agreement • December 8th, 2009 • China Hydroelectric Corp • New York
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into as of October 27, 2009 (the “Effective Date”), by and among China Hydroelectric Corporation, a company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), the investors listed on Exhibit A(i) attached hereto (each, a “Series C Investor,” and collectively, the “Series C Investors”), the entities listed on Exhibit A(ii) attached hereto (the “Ordinary Shareholders”), the entities listed on Exhibit A(iii) attached hereto (the “Series A Investors”), the entities listed on Exhibit A(iv) attached hereto (the “Series B Investors”), the individuals listed on Exhibit A(v) attached hereto (the “Founders”), and the entities listed on Exhibit A(vi) attached hereto (the “Warrant Holders”). The Company, the Series C Investors, the Ordinary Shareholders, the Series A Investors, the Series B Investors, the Founders and the Warrant Holders are referred to herein collectively as “P
CHINA HYDROELECTRIC CORPORATION AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2009Deposit Agreement • December 8th, 2009 • China Hydroelectric Corp • New York
DEPOSIT AGREEMENT dated as of , 2009, among CHINA HYDROELECTRIC CORPORATION, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Shares issued hereunder.
CONSULTING AGREEMENTConsulting Agreement • December 8th, 2009 • China Hydroelectric Corp
This consulting agreement (the “Agreement”) outlines the terms pursuant to which CHC engages Michael H. Best, a person residing in the State of Connecticut (“Best” or the “Consultant”), with respect to performing consulting services for CHC.
INTENT AGREEMENT OF CONFORMITY OF POWER PURCHASE AND SUPPLY IN RONGPING SUPPLY AREAIntent Agreement • December 8th, 2009 • China Hydroelectric Corp
In accordance with the Work Plan for the Clearance of the Illegal Power Supply and the Rectification and Regulation of the Business Areas of Power Supply of Fujian Province (Min Dian Zheng [2007] No.1) issued by the Working Team for the Power Supply Business Areas Rectification and Regulation and Direct Power Supply of Fujian Province, with the coordination of the Committee of Pingnan County, the People’s Government of Pingnan County and the Power Bureau of Ningde City, on the principles of “Separation of Purchase and Sale, Respect for History, Win-Win of All Parties, and Gradual Transition”, after consultations, Party A, Party B, Party C and Party D hereby reach agreement as follows:
BETWEEN FUJIAN PROVINCE PINGNAN COUNTY POWER SUPPLY CO., LTD. AND PINGNAN COUNTY YUANPING HYDROELECTRIC CO., LTD. GRID CONNECTION AND DISPATCHING AGREEMENT FOR YUANPING TECHNOLOGICAL UPGRADING HYDROPOWER STATION OF FUJIAN PROVINCE December 2008Grid Connection and Dispatching Agreement • December 8th, 2009 • China Hydroelectric Corp
This Grid Connection and Dispatching Agreement (hereinafter referred to as this “Agreement”) is executed by and between the following two Parties:
BETWEEN FUJIAN PROVINCE ELECTRIC POWER CO., LTD. AND PINGNAN COUNTY FUSHUN HYDROELECTRIC CO., LTD. POWER PURCHASE AND SALE CONTRACT FOR WANGKENG HYDROPOWER STATION October 28, 2004Power Purchase and Sale Contract • December 8th, 2009 • China Hydroelectric Corp
This Power Purchase Contract (hereinafter referred to as this “Contract”) is executed by and between the following Parties:
GRID CONNECTION AND DISPATCHING AGREEMENT FOR LONGQUAN RUIYANG CASCADE II HYDROPOWER STATIONDispatching Agreement • December 8th, 2009 • China Hydroelectric Corp
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHINA HYDRO, LLC A DELAWARE LIMITED LIABILITY COMPANY Adopted as of November 6, 2006Limited Liability Company Agreement • December 8th, 2009 • China Hydroelectric Corp • Delaware
LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of China Hydro, LLC (the “Company”), dated as of November 6, 2006, by and among John Kuhns (“Kuhns”), Richard Hochman (“Hochman”), and the Persons set forth on Exhibit A hereto (the “Members”).
BETWEEN YE JIAN HUA ZHOU JIAN BIN ZHEJIANG DAHUA CONSTRUCTION GROUP CO., LTD AND CHINA HYDROELECTRIC CORPORATION SHARE TRANSFER AND CAPITAL INCREASE CONTRACT For YUNNAN HUABANG ELECTRIC POWER DEVELOPMENT CO., LTDChina Hydroelectric Corp • December 8th, 2009
This Share Transfer and Capital Increase Contract (hereinafter referred to as “this Contract”) is executed by the following Parties in Mang City, Dehong Prefecture, Yunnan Province, the People’s Republic of China, on March 15, 2007.
