Dated 27 June 2012 FACILITY AGREEMENT between Green Dynasty Limited as Borrower and China Development Bank Corporation Hong Kong Branch as Lender relating to a US$185,000,000 Term Loan FacilityFacility Agreement • June 29th, 2012 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire • Hong Kong
VOTING AGREEMENTVoting Agreement • June 29th, 2012 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire • Nevada
VOTING AGREEMENT, dated as of June 28, 2012 (this “Agreement”), by and between Fushi Copperweld, Inc., a Nevada corporation (the “Company”), Green Dynasty Limited, a Cayman Islands exempted company (“Parent”) and the stockholders of the Company listed on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
CONTRIBUTION AGREEMENTContribution Agreement • June 29th, 2012 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire • Nevada
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2012 by and among Green Dynasty Holdings Limited, a Cayman Islands exempted company (“Holdco”), Green Dynasty Limited, a Cayman Islands exempted company (“Parent”), and the stockholders of Fushi Copperweld, Inc., a Nevada corporation (the “Company”), listed on Schedule A (each, a “Rollover Stockholder” and collectively, the “Rollover Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
COMMITMENT LETTER June 28, 2012Equity Commitment Agreement • June 29th, 2012 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire • Nevada
This letter agreement sets forth the commitments of Abax Lotus Ltd. and AGC Asia 6 Ltd. (collectively, the “Sponsor” or “Abax”), subject to the terms and conditions contained herein, to purchase equity interests of Green Dynasty Holdings Limited, a Cayman Islands exempted company (“Holdco”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Fushi Copperweld, Inc., a Nevada corporation (the “Company”), Green Dynasty Limited, a Cayman Islands exempted company and a direct wholly-owned subsidiary of Holdco (“Parent”), Green Dynasty Acquisition, Inc., a Nevada corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Holdco, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned subsidiary of Parent. Capitalized terms used in th
AGREEMENT AND PLAN OF MERGER among Green Dynasty Limited, Green Dynasty Acquisition, Inc., Fushi Copperweld, Inc. and Green Dynasty Holdings Limited Dated as of June 28, 2012Merger Agreement • June 29th, 2012 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire • Nevada
AGREEMENT AND PLAN OF MERGER, dated as of June 28, 2012 (this “Agreement”), among Green Dynasty Limited, a Cayman Islands exempted company (“Parent”), Green Dynasty Acquisition, Inc., a Nevada corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), Green Dynasty Holdings Limited, a Cayman Islands exempted company (“Holdco”), and Fushi Copperweld, Inc., a Nevada corporation (the “Company”).
AGREEMENT OF JOINT FILINGJoint Filing Agreement • June 29th, 2012 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire
The parties listed below agree that the Schedule 13D/A to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
COMMITMENT LETTER June 28, 2012Ceo Equity Commitment • June 29th, 2012 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire • Nevada
This letter agreement sets forth the commitments of Mr. Li Fu (the “Sponsor” or “Mr. Fu”), subject to the terms and conditions contained herein, to purchase equity interests of Green Dynasty Holdings Limited, a Cayman Islands exempted company (“Holdco”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Fushi Copperweld, Inc., a Nevada corporation (the “Company”), Green Dynasty Limited, a Cayman Islands exempted company and a direct wholly-owned subsidiary of Holdco (“Parent”), Green Dynasty Acquisition, Inc., a Nevada corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Holdco, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned subsidiary of Parent. Capitalized terms used in this letter and not otherwise defined he
