INDEMNIFICATION AGREEMENTIndemnification Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of April ___, 2010, by and between NOBAO RENEWABLE ENERGY HOLDINGS LIMITED, an exempted company duly incorporated and validly existing under the Law of the Cayman Islands (the “Company”), and ____________(the “Indemnitee”), a director of the Company.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD
INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of January 15, 2010, by and among Nobao Renewable Energy Holdings Limited, a Cayman Islands company (the “Company”), and Chen Xiaobing, a citizen of the United States of America with passport number of 095303866 (the “Director” or “Indemnitee”).
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT-Sale Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of January 15, 2010, by and among NOBAO RENEWABLE ENERGY HOLDINGS LIMITED, a company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), CHINA ENVIRONMENT FUND III, L.P., a limited liability partnership duly organized and existing under the laws of the Cayman Islands (the “Investor”), Sun Kwok Ping, holder of Hong Kong document of identity No. DA9001901 (the “Founder”), Wide Safety International Limited, a Hong Kong company (the “Other Ordinary Holder”), EASTERN WELL HOLDINGS LIMITED, a company duly incorporated and validly existing under the Laws of Hong Kong (“Eastern Well”), NUOXIN ENERGY TECHNOLOGY (SHANG HAI) CO., LTD.(), a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nuoxin”) and JIANGXI NOBAO ELECTRIC CO., LTD.(), a wholly foreign owned enterprise duly organized and validly existing under the Laws of
SHAREHOLDERS AGREEMENTShareholders Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
THIS SHAREHOLDERS AGREEMENT (the “Agreement”) is made as of January 15, 2010, by and among NOBAO RENEWABLE ENERGY HOLDINGS LIMITED, a company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), CHINA ENVIRONMENT FUND III, L.P., a limited liability partnership duly organized and existing under the laws of the Cayman Islands (the “Investor”), Sun Kwok Ping, holder of Hong Kong document of identity No. DA9001901 (the “Founder”), Wide Safety International Limited, a Hong Kong company (the “Other Ordinary Holder”), EASTERN WELL HOLDINGS LIMITED, a company duly incorporated and validly existing under the Laws of Hong Kong (“Eastern Well”), NUOXIN ENERGY TECHNOLOGY (SHANG HAI) CO., LTD. (), a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nuoxin”) and JIANGXI NOBAO ELECTRIC CO., LTD. (), a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Jiangxi No
Contract for Grant of State-owned Land Use RightSupplementary Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD
OPTION AGREEMENT NO. 3Option Agreement No. 3 • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
This OPTION AGREEMENT No. 3 (this “Agreement”), dated December 31, 2009, is entered into by and between China Environment Fund III, L.P. (the “Investor”), Sun Kwok Ping (), holder of Hong Kong document of identity No. DA9001901 (the “Holder”) and Eastern Well Holdings Limited, a Hong Kong company (the “Company”).
Agreement on Acquisition of All the Equity Interest in Shanghai Nobo Energy Technology Co., Ltd.Nobao Renewable Energy Holdings LTD • April 28th, 2010
Through friendly consultation between Eastern Well Holdings Limited (Hong Kong) and Guo Wei and Sang Jinlai, shareholders of Shanghai Nobo Energy Technology Co., Ltd., in accordance with the provisions of the Interim Provisions on Merger or Acquisition of Domestic Enterprises by Foreign Investors, the Law of the People’s Republic of China on Foreign Investment Enterprises, the Company Law as well as the resolutions adopted at the shareholders’ meeting and the executive directors’ meeting of Shanghai Nobo Energy Technology Co., Ltd., and according to the principles of equality and mutual benefit, Party A has come to agree to transfer to Party C all of the 90% equity interest he holds in Shanghai Nobo Energy Technology Co., Ltd. in the amount of RMB 9 million, Party B has come to agree to transfer to Party C all of the 10% equity interest he holds in Shanghai Nobo Energy Technology Co., Ltd. in the amount of RMB 1 million, and Party C has come to agree to accept all the equity interest P
OPTION AGREEMENT NO. 2Option Agreement No. 2 • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
This OPTION AGREEMENT No. 2 (this “Agreement”), dated December 31, 2009, is entered into by and between China Environment Fund III, L.P. (the “Holder”), Sun Kwok Ping (), holder of Hong Kong document of identity No. DA9001901 (the “Founder”) and Eastern Well Holdings Limited, a Hong Kong company (the “Company”).
Lease AgreementLease Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD
Lessee: Nuoxin Energy Technology (Shanghai) Co., Ltd. (“Party B”), a limited liability company duly organized and validly existing under the PRC laws.
OPTION AGREEMENT NO. 1Option Agreement No. 1 • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
This OPTION AGREEMENT No. 1 (this “Agreement”), dated January 15, 2010, is entered into by and between China Environment Fund III, L.P. (the “Holder”), Sun Kwok Ping (), holder of Hong Kong document of identity No. DA9001901 (the “Founder”) and Nobao Renewable Energy Holdings Limited, a Cayman Islands company (the “Company”).
Equity Transfer AgreementEquity Transfer Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD
Transferor (Party A): Bright Praise Holdings Limited Address: Unit 1006 10/F Carnarvon Plaza, 20 Carnarvon Road TST Hongkong Legal representative: Kwok Ping Sun Tel: 00852-27340411 Fax: 00852-30191936
Equity Transfer AgreementEquity Transfer Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD
This Equity Transfer Agreement (this “Agreement”) dated December 31, 2009 is entered into by and between the following parties in Shanghai, People’s Republic of China (“PRC”):
EMPLOYMENT AGREEMENTEmployment Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this , 2010 (the “Effective Date”), by and between Nobao Renewable Energy Holdings Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company” and, together with all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies, collectively referred to as the “Company Group”), and , an individual (the “Executive”).
Dated January 15 2010 The persons whose names and addresses are set out in Schedule 1 Part A and The corporation whose name and address is set out in Schedule 1 Part B (Vendors) and Nobao Renewable Energy Holdings Limited (Purchaser) Share Exchange...Share Exchange Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD
WARRANT TO PURCHASE ORDINARY SHARESShareholders Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
This Warrant is issued to Sun Kwok Ping (the “Holder”) by EASTERN WELL HOLDINGS LIMITED, a Hong Kong company (the “Company”), in connection with the purchase by the Holder of Ordinary Shares, par value US$0.001 per share (“Ordinary Shares”), of the Company pursuant to the Series A Preferred Share Purchase Agreement, dated as of June 18, 2009 (as may be amended from time to time, the “Purchase Agreement”), by and among the Holder, the Company and the other parties thereto. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement. All accounting terms not otherwise defined herein have the meanings assigned under IFRS.
Lease AgreementLease Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Beijing
Party A and Party B, after their amicable consultation, hereby enter into this agreement with respect to lease of certain property as follows:
Contract for Grant of State-owned Land Use RightNobao Renewable Energy Holdings LTD • April 28th, 2010
DEED OF TRANSFER AND TERMINATIONDeed of Transfer and Termination • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
This DEED OF TRANSFER AND TERMINATION (this “Deed”) is made on April 8, 2010 (the “Effective Date”) among China Environment Fund III, L.P. (“CEF”), Sun Kwok Ping (), holder of Hong Kong document of identity No. DA9001901 (“Founder”) and Nobao Renewable Energy Holdings Limited, a Cayman Islands company (the “Company”). Each of CEF, the Founder and the Company shall hereinafter individually be referred to as a “Party” and collectively as the “Parties”.
SERIES A PREFERRED SHARE PURCHASE AGREEMENTSeries a Preferred Share Purchase Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of June 18, 2009, by and among EASTERN WELL HOLDINGS LIMITED , a company duly incorporated and validly existing under the Laws of Hong Kong (the “Company”), CHINA ENVIRONMENT FUND III, L.P., a limited liability partnership organized and validly existing under the Laws of the Cayman Islands (the “Investor”), SUN KWOK PING , a citizen of Hong Kong with the Hong Kong passport No. of DA9001901 (the “Founder”), SHANGHAI NOBO COMMERCE & TRADE CO., LTD. , a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nobo”), NUOXIN ENERGY TECHNOLOGY (SHANGHAI) CO., LTD. , a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nuoxin”) and JIANGXI NOBAO ELECTRIC CO., LTD. , a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Jiangxi Nobao”).
WARRANT NO. 2 TO PURCHASE SERIES A PREFERRED SHARESShareholders Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
This Warrant is issued to China Environment Fund III, L.P.(the “Holder”) by EASTERN WELL HOLDINGS LIMITED, a Hong Kong company (the “Company”), in connection with the purchase by the Holder of Series A Preferred Shares, par value US$0.001 per share (“Preferred Shares”), of the Company pursuant to the Series A Preferred Share Purchase Agreement, dated as of June 18, 2009 (as may be amended from time to time, the “Purchase Agreement”), by and among the Holder, the Company and the other parties thereto. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement. All accounting terms not otherwise defined herein have the meanings assigned under IFRS.
WARRANT NO. 1 TO PURCHASE SERIES A PREFERRED SHARESShareholders Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
This Warrant is issued to China Environment Fund III, L.P. (the “Holder”) by EASTERN WELL HOLDINGS LIMITED, a Hong Kong company (the “Company”), in connection with the purchase by the Holder of Series A Preferred Shares, par value US$0.001 per share (“Preferred Shares”), of the Company pursuant to the Series A Preferred Share Purchase Agreement, dated as of June 18, 2009 (as may be amended from time to time, the “Purchase Agreement”), by and among the Holder, the Company and the other parties thereto. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement. All accounting terms not otherwise defined herein have the meanings assigned under IFRS.
SHAREHOLDERS AGREEMENTShareholders Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
THIS SHAREHOLDERS AGREEMENT (the “Agreement”) is made as of June 24, 2009, by and among EASTERN WELL HOLDINGS LIMITED, a company duly incorporated and validly existing under the Laws of the Hong Kong (the “Company”), CHINA ENVIRONMENT FUND III, L.P., a limited liability partnership duly organized and existing under the laws of the Cayman Islands (the “Investor”), Sun Kwok Ping , a citizen of the Hong Kong with the Hong Kong passport No. of DA9001901(the “Founder”), SHANGHAI NOBO COMMERCE &TRADE CO.,LTD.(),a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nobo”), NUOXIN ENERGY TECHNOLOGY (SHANG HAI) CO., LTD.(), a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nuoxin”) and JIANGXI NOBAO ELECTRIC CO., LTD. (), a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Jiangxi Nobao”).
AMENDED AND RESTATED OPTION AGREEMENT NO. 2Option Agreement • April 28th, 2010 • Nobao Renewable Energy Holdings LTD • Hong Kong
This AMENDED AND RESTATED OPTION AGREEMENT No. 2 (this “Agreement”), dated April 8 , 2010, is entered into by and between China Environment Fund III, L.P. (the “Holder”), Sun Kwok Ping (), holder of Hong Kong document of identity No. DA9001901 (the “Founder”), Tai Feng Investments Limited, a British Virgin Islands company (the “Founder Holdco”) and Nobao Renewable Energy Holdings Limited, a Cayman Islands company (the “Company”).
