exv10w15






Exhibit 10.15




Execution Copy



THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR THE LAWS OF ANY OTHER JURISDICTION.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR A COMPARABLE DOCUMENT UNDER THE
LAWS OF ANY OTHER JURISDICTION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED.




EASTERN WELL HOLDINGS LIMITED



June 24, 2009




WARRANT
NO. 2 TO PURCHASE

SERIES A PREFERRED SHARES



     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.



     1. Purchase During Exercise Period. Subject to the terms and conditions set forth in
this Warrant, the Holder shall be entitled, at any time during the Exercise Period, to purchase
from the Company, at a price of US$0.001 per share (the “Exercise Price”), a number of fully paid
Preferred Shares equal to the “Adjustment Number” (as defined below). The Adjustment Number shall
be the number of Preferred Shares, if issued to the Holder, would result in the Percentage Interest
immediately before the publication of 2010 Fiscal Year Revenue having a 2% increment.



     2. Termination. Subject to Section 4(c), the Exercise Period shall not commence, and
the rights under this Warrant shall terminate and shall not be exercisable, if it is determined in
accordance with Section hereof that the 2010 Fiscal Year Revenue, compared to the 2009 Fiscal Year
Revenue, has a 25% or more increment.



     3. Determination of Revenue.



     (a) Revenue. Simultaneously with the delivery of the financial statements for
the 2009 Fiscal Year and/or 2010 Fiscal Year pursuant to Section 8.1 of the Shareholders Agreement,
but in any event within 60 days after the end of the 2009 Fiscal Year and/or 2010 Fiscal Year of
the Company, the Company shall deliver to the Holder, together with such financial statements, (i)
an audited statement of profits and losses for the 2009 Fiscal







 









 







Year and/or the 2010 Fiscal Year respectively, audited by the accounting firm agreed by the Company
and the Holder, prepared in accordance with the IFRS, and (ii) a statement of Revenue and cost
breakdown by project for the 2009 Fiscal Year and/or the 2010 Fiscal Year issued by the Company and
confirmed by the accounting firm in writing, setting forth in reasonable detail the calculation of
2009 Fiscal Year Revenue and/or 2010 Fiscal Year Revenue respectively; provided, that if the
Company fails to deliver such financial statements, statement of profits and losses, or such
certificate within 60 days after the end of the 2009 Fiscal Year and/or the 2010 Fiscal Year, the
increment of 2010 Fiscal Year Revenue, compared to the 2009 Fiscal Year Revenue, will be
conclusively deemed lower than 25%, and the Exercise Period will commence on the business day next
following such 60th day. The Holder shall have the right to object to the determination of the 2009
Fiscal Year Revenue and/or 2010 Fiscal Year Revenue in accordance with Section 3(b) below.




     (b) Objection Procedure




     (i) Unless the Holder gives written notice to the Company of its objection (an
“Objection”) to the Company’s calculation of the 2009 Fiscal Year Revenue and/or 2010
Fiscal Year Revenue within 30 days following its receipt of the financial statements and
accompanying chief financial officer’s certificate, the Company’s calculation shall be
final and binding upon the parties for purposes of this Warrant. If the Holder waives in
writing its right to deliver an Objection with respect to any such determination, the
applicable determination shall be final and binding upon the parties as of the date of
delivery of such waiver. Any Objection shall specify in reasonable detail the nature of any
disagreement so asserted. Upon request of the Holder, the Company shall promptly provide a
representative of the Holder such access to the books and records of the Company and its
Subsidiaries as are reasonably necessary to confirm the Company’s calculation of the 2009
Fiscal Year Revenue and/or 2010 Fiscal Year Revenue and the Holder agrees to maintain any
such information in strict confidence (except for such disclosure to advisors or otherwise
as appropriate in connection with the proceedings referred to below in clause (ii)). During
the 15-day period following the delivery of an Objection, the Company and the Holder shall
attempt in good faith to resolve any differences which they may have with respect to any
matter specified in the Objection.




     (ii) If at the end of such 15-day period, the Company and the Holder shall have
failed to reach written agreement with respect to all matters specified in any Objection,
any matter that remains in dispute shall promptly be submitted to an independent accounting
firm of internationally recognized standing (the “Accountant”) designated by the Company
and the Holder within ten days after the expiration of such 15-day period, or, if they
cannot agree on an accounting firm, such dispute shall be promptly referred to the HKIAC
and an independent accounting firm of internationally recognized standing shall be
appointed thereby. The Accountant shall consider only the matters specified in the
Objection. The Accountant shall act promptly to resolve all matters specified in the
Objection, and shall give its decision within 30 days after the referral of the matter to
it.



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Upon resolution by the Accountant of all matters specified in the Objection, the Accountant
shall determine the 2009 Fiscal Year Revenue and/or 2010 Fiscal Year Revenue and/or whether
the increment of 2010 Fiscal Year Revenue, compared to the 2009 Fiscal Year Revenue, is
lower than 25%, as applicable, on the basis of the matters it has resolved. The
Accountant’s decisions and determinations with respect to all matters specified in the
Objection and its determination as to the 2009 Fiscal Year Revenue and/or 2010 Fiscal Year
Revenue shall be final and binding upon the Company and the Holder. The costs and expenses
of the Accountant shall be borne equally by the Company, on the one hand, and the Holder,
on the other hand.



     4. Covenants.



     Without limiting any other covenant of the Company to operate its business in the ordinary
course of business consistent with past practice, under the Purchase Agreement, the Memorandum and
Articles of Association of the Company, and the Shareholders Agreement:



     (a) the Company shall not change any method of accounting or accounting practice or policy,
other than (i) pursuant to guidance provided by any applicable regulatory authority, with the
Holder’s consent, or (ii) as recommended by the Company’s independent auditors, with the Holder’s
consent, which consent shall not be unreasonably withheld; and



     (b) the Company shall not (i) directly or indirectly change the allocation of items of
revenue, income and/or gain between, or the principles applied to allocate items of revenue, income
and/or gain in, EMC related profits on the one hand, and other items of income or gain on the other
hand, or (ii) otherwise artificially affect the Adjusted Post Money Valuation.



     (c) If there is any change to any Accounting Rules prior to an IPO of the Company, the Company
shall employ the adjusted Accounting Rules to re-calculate the 2009 Fiscal Year Revenue and/or 2010
Fiscal Year Revenue and deliver the re-calculated the 2009 Fiscal Year Revenue and/or 2010 Fiscal
Year Revenue to the Holder within 60 days after such change. The 2009 Fiscal Year Revenue and/or
2010 Fiscal Year Revenue can be re-calculated from time to time prior to the IPO of the Company,
due to change of the Accounting Rules. Determination of the re-calculated the 2009 Fiscal Year
Revenue and/or 2010 Fiscal Year Revenue shall be in accordance with Section 3 of this Warrant.



     (d) If the 2009 Fiscal Year Revenue and/or 2010 Fiscal Year Revenue are adjusted prior to the
IPO, and if, accordingly, the Holder is not entitled to exercise this Warrant, any and all
Preferred Shares that have been subscribed by the Holder by exercising this Warrant shall be
redeemed by the Company with the Exercise Price, or shall be cancelled pursuant to applicable Laws
in a way satisfactory to the Holder.



     5. Definitions. As used herein, the following terms shall have the following meanings:



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     (a) “Normal Business” means heat pump related sales contracts, EPC, EMC and other heat pump
related businesses.



     (b) “Revenue” means the audited consolidated revenue generated from the Normal Business only.



     (c) “Exercise Period” means the period beginning on the date (if any) that it is determined in
accordance with Section 3 hereof that the increment of 2010 Fiscal Year Revenue, compared to the
2009 Fiscal Year Revenue, is lower than 25% and ending at 5:00 p.m., Beijing time on the tenth
anniversary of the date hereof, or if such date is not a Business Day, then 5:00 p.m., Beijing time
on the following Business Day, or ending at the tenth anniversary of the date of publication of the
final re-calculated 2009 Fiscal Year Revenue and/or 2010 Fiscal Year Revenue in accordance with
Section 4(c) hereof, whichever is longer.



     (d) “Fiscal Year” means, with respect to each year, the one-year period ending on December 31
of such year.



     (e) “Accounting Rules” means the accounting policies and critical accounting estimates
and assumptions (including without limitation, those descriptions under Note 3 from Page 10 to Page
23 and Note 5 from Page 24 to Page 25 in the report attached as Exhibit C hereto) employed by
PricewaterhouseCoopers in connection with preparation of the Company’s consolidated 2008 audit
report.



     (f) “IPO” means the first firmly underwritten registered public offering by the Company of its
Ordinary Shares pursuant to a registration statement that is filed with and declared effective by a
Governmental Authority in a jurisdiction.



     (g) “Percentage Interest” of the Holder means, as of the date of publication of 2010
Fiscal Year Revenue, the quotient, expressed as a percentage, obtained by dividing (i) the number
of Ordinary Shares then owned by the Holder on an as-converted basis (giving effect to the
conversion and exchange of all securities or rights of the Holder that are convertible or
exchangeable into Ordinary Shares, including the Shares implied by ESOP but excluding the Shares
issued upon exercise of the Warrants) by (ii) the number of Ordinary Shares then outstanding on an
as-converted basis (giving effect to the conversion and exchange of all securities or rights that
are convertible or exchangeable into Ordinary Shares, including the Shares implied by ESOP but
excluding the Shares issued upon exercise of the Warrants).



     (h) “EMC” means energy management contracts projects, which are central heating and
cooling refurbishment and replacements for existing buildings and installation projects for new
buildings. In the EMC, the Company (including the PRC Companies) designs, manufactures and installs
ground-source heat pump (“GSHP”) systems under long-term (which shall be no less than 10) service
contracts, which have an annual energy management fee, to large scale commercial businesses, such
as hotels and supermarkets. The Company (including the PRC Companies) will retain the title to
various GSHP related equipment and facilities until expiration of term under a service



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contract. For avoidance of confusion, EMC shall include, but not limited to, the long term service
contracts described in the report attached as Exhibit C hereto. China Environment Fund III, L.P.
shall reserve the right to determine whether a contract constitutes an EMC. However, such
determination shall not be made in conflict with the provisions hereof.




     (i) “EPC” means engineering-procurement construction projects. In the EPC, the Company
(including the PRC Companies) designs and installs central heating/cooling/hot water system using
its GSHP technology on a single project basis, charging an upfront fee to large scale commercial
customers, including large office buildings, industrial parks, and financial centres. By the
completion of the project, customers must settle the payment to and assume ownership of the system
from the Company.



     6. Methods of Exercise.



     During the Exercise Period, the Holder may exercise, in whole or in part, the purchase
rights pursuant to this Warrant by either of the following methods:



     (a) Cash Exercise. The Holder may exercise by delivering a notice of exercise, in the
form attached as Exhibit A hereto (a “Notice of Exercise”) to the Company at its principal office
and paying to the Company an amount (i) in cash (by check or wire transfer of immediately available
funds), (ii) by cancellation of indebtedness of the Company owed to the Holder, or (iii) by a
combination of (i) and (ii), equal to the aggregate Exercise Price for the number of Preferred
Shares being purchased by such Holder.



     (b) Net Exercise. Alternatively, the Holder may exercise by:




     (i) delivering a Notice of Exercise to the Company at its principal
offices; and




     (ii) receiving such lesser number of Preferred Shares calculated in accordance
with the formula below representing the satisfaction of the payment to the Company of an
amount equal to the aggregate Exercise Price for the number of Preferred Shares being
purchased.


In the event a Holder chooses to exercise the purchase rights pursuant to this Warrant in
accordance with this Section 6(b) (a “Net Exercise”), the Company shall issue to such Holder a
number of Preferred Shares computed using the following formula:




X = [Y * (A-B)]/A





     where:




     X = the number of Preferred Shares to be issued to the Holder



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Y = the number of Preferred Shares purchasable under this Warrant or, if only a
portion of the Warrant is being exercised, the number of Preferred Shares for which
this Warrant is being exercised (at the date of such calculation)




A = the fair market value of one Preferred Share (at the date of such
calculation)




B = the Exercise Price (as adjusted to the date of such calculation).


For purposes of this Section 6(b), the fair market value of a Preferred Share shall be the average
of the closing prices of the Preferred Shares (or a number of Ordinary Shares into which the
Preferred Shares are convertible) quoted (i) in the over-the-counter market in which the Preferred
Shares (or Ordinary Shares) are traded, or (ii) on any exchange or electronic securities market on
which the Preferred Shares (or Ordinary Shares) are listed for trading, as applicable, for the 30
trading days prior to the date of determination of fair market value (or such shorter period of
time during which such Preferred Shares (or Ordinary Shares) were traded over-the-counter or on
such exchange). If the Preferred Shares (or Ordinary Shares) are not traded on the over-the-counter
market, an exchange or an electronic securities market, the fair market value of a Preferred Share
shall be determined by dividing:





     (i) the cash price at which a willing seller would sell and a willing buyer
would buy all of the issued and outstanding Preferred Shares in a transaction negotiated at
arm’s length by unaffiliated third parties, each being apprised of and considering all
relevant facts, circumstances and factors, and neither acting under compulsion or time
constraints, by




     (ii) the number of then issued and outstanding Preferred Shares.


In the case of any determination of the fair market value of the Preferred Shares pursuant to this
Section 6(b), fair market value shall not include any discount (i) by reason of such Preferred
Shares representing a minority interest, or (ii) to reflect the fact that such Preferred Shares are
illiquid and subject to the restrictions on transfer set forth in this Warrant and the Shareholders
Agreement.



If the Company and the Holder cannot agree on the fair market value of a Preferred Share within 30
days after the date upon which the Holder delivers a Notice of Exercise to the Company at its
principal offices (the “Negotiation Period”), the valuation shall be made by an appraiser of
internationally recognized standing designated jointly by the Company and the Holder within ten
days after the expiration of the Negotiation Period or, if they cannot so agree on an appraiser,
such dispute shall be promptly referred to the HKIAC and an appraiser of nationally recognized
standing shall be appointed thereby. The valuation shall be made by such appraiser within 20 days
of its designation by the HKIAC. Any valuation made by an appraiser under this Section 6(b) shall
be determinative of such value and binding upon the Company and the Holder. The cost of




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such valuation shall be borne equally by the Company and the Holder, but each party shall
bear its own legal expenses, if any, incurred in connection therewith.




     (c) Partial Exercise. This Warrant may be exercised for less than the full
number of Preferred Shares, in which case the number of Preferred Shares receivable upon the
exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a
whole, shall be proportionately reduced.



     7. Certificates for Preferred Shares. Upon the exercise of any of the purchase rights
pursuant to this Warrant, one or more certificates for the number of Preferred Shares so issued
shall be issued and delivered by the Company to the Holder as soon as practicable thereafter, and
in any event within ten days of the delivery by the Holder to the Company of the Notice of
Exercise. The date of delivery of such certificates is referred to herein as the “Delivery Date.”



     8. Dividend, Subdivision, Combination, Reclassification, Reorganization, Consolidation,
Merger or Sale of Assets. The number of and kind of securities that may be issued pursuant to
this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:



     (a) In case of any reclassification, capital reorganization, or change in the shares of
the Company, or consolidation or merger of the Company with or into another corporation, or the
sale of all or substantially all of the assets of the Company to another corporation pursuant to
which the holders of Preferred Shares shall be entitled to receive shares, securities, cash or
other property with respect to or in exchange for Preferred Shares, then, as a condition to such
reclassification, reorganization, change, consolidation, merger or sale, the Company shall make
appropriate provision so that the Holder (or its permitted transferees) shall have the right at any
time prior to the expiration of the Exercise Period to acquire, at a total per-share price equal to
that payable pursuant to this Warrant, the kind and amount of shares, securities, cash or other
property receivable in connection with such reclassification, reorganization, change,
consolidation, merger or sale by a holder of the same number of Preferred Shares as were
purchasable by the Holder immediately prior to such reclassification, reorganization, change,
consolidation, merger or sale. In any such case, appropriate provisions shall be made with respect
to the rights and interest of the Holder so that the provisions hereof shall thereafter be
applicable with respect to any shares, securities, cash or other property deliverable upon exercise
hereof, and appropriate adjustments shall be made to the purchase price per Preferred Share payable
hereunder, provided that the aggregate purchase price shall remain the same.



     The Company will not effect any such consolidation, merger or sale, unless prior to the
consummation thereof, the successor corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets in such sale shall assume, by
written instrument mailed or delivered to the Holder at the last address of the Holder appearing on
the books of the Company, the obligation to deliver to the Holder such shares, securities, cash or
other property as, in accordance with the foregoing provisions, the Holder may be entitled to
purchase. If a purchase, tender or



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exchange offer is made to and accepted by the holders of more than 50% of the outstanding Preferred
Shares, the Company shall not effect any consolidation, merger or sale with the Person having made
such offer or with any Affiliate of such Person, unless prior to the consummation of such
consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then
elect to receive pursuant to this Warrant either the stock, securities, cash or other property then
issuable with respect to the Preferred Shares or the stock, securities, cash or other property, or
the equivalent, issued to holders of Preferred Shares in accordance with such offer.




     (b) If the Company shall, at any time or from time to time, (i) declare a dividend on the
Preferred Shares payable in shares of its capital stock (including Preferred Shares), (ii)
subdivide the outstanding Preferred Shares, (iii) combine the outstanding Preferred Shares into a
smaller number of shares, or (iv) issue any shares of its capital stock in a reclassification of
the Preferred Shares (including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), then in each such case, the Exercise
Price in effect at the time of the record date for such dividend or of the effective date of such
subdivision, combination or reclassification, and the number and kind of shares of capital stock
issuable on such date shall be proportionately adjusted so that the holder of any Warrant exercised
after such date shall be entitled to receive, upon payment of the same aggregate amount as would
have been payable before such date, the aggregate number and kind of shares of capital stock which,
if such Warrant had been exercised immediately prior to such date, such Holder would have owned
upon such exercise and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification. Any such adjustment shall become effective immediately after the
record date of such dividend or the effective date of such subdivision, combination or
reclassification. Such adjustment shall be made successively whenever any event listed above shall
occur. If a dividend is declared and such dividend is not paid, the Exercise Price shall again be
adjusted to be the Exercise Price in effect immediately prior to such record date.



     (c) Notice of Adjustment. When any adjustment is required to be made in the number or
kind of shares purchasable upon exercise of this Warrant, or in the Exercise Price, the Company
shall provide the Holder with not less than 20 days’ prior written notice of the date on which the
event requiring such adjustment is to take place and information, reasonably detailed, regarding
the pertinent facts of such event, as well as the calculation of the adjusted Exercise Price and
the adjusted number of Preferred Shares or securities, cash or other property thereafter
purchasable upon exercise of this Warrant.



     (d) Adjustment by Board of Directors. If any event occurs as to which, in the opinion
of the Board of Directors of the Company, the provisions of this Section 8 are not strictly
applicable or if strictly applicable would not fairly protect the rights of the Holder in
accordance with the essential intent and principles of such provisions, then the Board of Directors
shall make an adjustment in the application of such provisions, in accordance with such essential
intent and principles, so as to protect such rights as aforesaid, but in no event shall any
adjustment have the effect of increasing the Exercise Price as otherwise determined pursuant to any
of the provisions of this Section 8, except in the



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case of a combination of shares of a type contemplated in Section 8(a), and then in no event to an
amount larger than the Exercise Price as adjusted pursuant to Section 8(a).




     (e) Officer’s Statement as to Adjustments. Whenever the Exercise Price shall be
adjusted as provided in this Section 8, the Company shall forthwith file at each office designated
for the exercise of this Warrant, a statement, signed by the chief financial officer of the Company
(or an officer holding a comparable position), showing in reasonable detail the facts requiring
such adjustment and the Exercise Price that will be effective after such adjustment.



     9. No Dilution or Impairment. The Company will not, by amendment of its Memorandum and
Articles of Association, or through reorganization, consolidation, merger, dissolution, sale of
assets or any other voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Holder against dilution or other impairment. Without limiting the
generality of the foregoing, the Company will not increase the par value of any shares receivable
pursuant to this Warrant above the amount payable therefor upon such exercise, and at all times
will take all such action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid shares pursuant to this Warrant.



     10. No Fractional Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional
shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in
effect.



     11. Representations, Warranties and Covenants of the Company



     (a) Corporate Actions. The Company represents and warrants to the Holder that all
corporate actions on the part of the Company, its officers, directors and shareholders necessary
for the sale and issuance of this Warrant have been taken.



     (b) Issuance of Shares. The Company covenants that the Preferred Shares (and the
Ordinary Shares issuable upon exercise thereof), when issued pursuant to this Warrant, will be duly
authorized, validly issued, fully paid and non-assessable, and free from all taxes and Liens with
respect thereto or the issuance thereof.



     (c) Covenants as to Exercise of Warrant. The Company covenants that the Company will
at all times during the Exercise Period, have authorized a sufficient number of Preferred Shares
(and Ordinary Shares issuable upon exercise thereof) to provide for the exercise of the rights
pursuant to this Warrant. If at any time during the Exercise Period the number of authorized but
unissued Preferred Shares shall not be sufficient to permit exercise of the rights pursuant to this
Warrant, or the number of authorized but unissued Ordinary Shares shall not be sufficient to permit
the conversion of the Preferred Shares issuable upon exercise of this Warrant, the Company will
take such corporate action as may, in the opinion of its counsel, be necessary to increase its



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authorized but unissued Preferred Shares (or Ordinary Shares) as shall be sufficient for such
purposes.




     (d) Legal Opinion. Upon the issuance of the Preferred Shares pursuant to this
Warrant, the Company shall deliver to the Holder receiving such Preferred Shares an opinion of Hong
Kong counsel to the Company, addressed to the Holder, in form and substance reasonably satisfactory
to the Holder, and including an opinion as to the Company’s
compliance with Section 11(b) hereof.



     12. Reservation of Shares. The Company hereby covenants and agrees that at all times there
shall be reserved in the Company’s authorized but unissued shares for issuance and delivery upon
exercise of this Warrant such number of Preferred Shares (or other securities of the Company as are
from time to time issuable upon exercise of this Warrant) and Ordinary Shares for issuance on
conversion of such Preferred Shares, including, amending its Memorandum and Articles of Association
or other constitutional documents from time to time to increase its authorized shares as necessary.
All such shares shall be duly authorized, and when issued by way of registration in the name of the
Holder in the Company’s register of members upon such exercise in accordance with the terms herein,
shall be validly issued, fully paid and non-assessable, free and clear of all liens, security
interests, charges and other encumbrances or restrictions on sale and free and clear of all
preemptive and similar rights (“Encumbrances”), except such Encumbrances arising under law or under
the Shareholders Agreement. The Holder acknowledges that “reserve,” “reservation” or similar words
may have no technical meaning under the laws of Hong Kong. For purposes only of this Warrant,
“reserve”, “reservation” and similar words shall mean that the Board of Directors of the Company
have approved and authorized an intent by the Company to refrain from issuing a number of Preferred
Shares sufficient to satisfy the exercise rights of the Holder of this Warrant (including Ordinary
Shares issuable upon conversion of such Series A Preferred Shares) such that such Preferred Shares
(and the Ordinary Shares issuable upon conversion thereof) will remain in the authorized but
unissued shares of the Company until, as applicable, this Warrant is exercised in accordance with
its terms or the Preferred Shares issued upon exercise of this Warrant are converted into Ordinary
Shares in accordance with the terms thereof.



     13. Restrictive Legend. The Preferred Share certificates shall be stamped or imprinted
with a legend in substantially the following form (unless registered under the Act or if the Holder
delivers to the Company an opinion of counsel (who may be an employee of the Holder) reasonably
satisfactory in form and substance to the Company, that the Preferred Shares do not require
registration under the Act or any applicable state securities laws):




THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR THE LAWS OF ANY OTHER JURISDICTION. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR A



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COMPARABLE DOCUMENT UNDER THE LAWS OF ANY OTHER JURISDICTION OR AN OPINION OF
COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144
OF SUCH ACT. THE OFFERING OF THESE SECURITIES HAS NOT BEEN REVIEWED OR APPROVED BY
ANY STATE SECURITIES ADMINISTRATOR.




THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS
AGREEMENT, DATED AS OF JUNE 24, 2009, AMONG THE COMPANY AND CERTAIN OF ITS
SHAREHOLDERS, A COPY OF WHICH IS ON FILE WITH THE COMPANY. NO SALE, ASSIGNMENT,
TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED
HEREBY SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SAID
SHAREHOLDERS AGREEMENT SHALL HAVE BEEN COMPLIED WITH IN FULL.


Any certificate issued at any time in exchange or substitution for any certificate bearing such
legend (except a new certificate issued upon completion of a public distribution pursuant to a
registration statement under the Act) shall also bear such legend unless, in the opinion of counsel
selected by the Holder (who may be an employee of the Holder) and reasonably acceptable to the
Company, the securities represented thereby need no longer be subject to restrictions on resale
under the Act.




     14. Warrant and Shares Transferable



     (a) Subject to compliance with the terms and conditions of the Shareholders Agreement
and this Section 14, this Warrant and all rights hereunder are transferable, in whole or in part,
without charge to the Holder (except for transfer taxes), upon surrender of this Warrant properly
endorsed or accompanied by written instructions of transfer. With respect to any offer, sale or
other disposition of this Warrant or any Preferred Shares acquired pursuant to the exercise of this
Warrant prior to registration of such Warrant or Preferred Shares, the Holder agrees to give
written notice to the Company prior thereto, describing briefly the manner thereof, together with a
written opinion of such holder’s counsel, or other evidence, if reasonably requested by the
Company, to the effect that such offer, sale or other disposition may be effected without
registration or qualification (under the Act as then in effect or any U.S. federal or state or Hong
Kong securities law then in effect) of this Warrant or the Preferred Shares and indicating whether
or not under the Act certificates for this Warrant or the Preferred Shares to be sold or otherwise
disposed of require any restrictive legend as to applicable restrictions on transferability in
order to ensure compliance with such law. Upon receiving such written notice and reasonably
satisfactory opinion or other evidence, if so requested, the Company, as promptly as practicable,
shall notify such holder that such holder may sell or otherwise dispose of this Warrant or such
Preferred Shares, all in accordance with the terms of the notice delivered to the Company. If a
determination has been made pursuant to this Section 14 that the opinion of counsel for the Holder
or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the
Holder promptly



11









 




with details thereof after such determination has been made. Each certificate representing this
Warrant or the Preferred Shares transferred in accordance with this Section 14 shall bear a legend
as to the applicable restrictions on transferability in order to ensure compliance with such laws,
unless in the aforesaid opinion of counsel for the Holder, such legend is not required in order to
ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer
agent in connection with such restrictions.




     (b) Notwithstanding anything to the contrary contained herein, the Holder may, at any
time and from time to time, transfer this Warrant or any Preferred Shares acquired pursuant to the
exercise of this Warrant and all rights hereunder and thereunder, in whole or in part, without
charge to the Holder (except for transfer taxes) to any of the Holder’s shareholders, partners or
members by way of distribution or dividend, or to one or more of the Holder’s Affiliates, so long
as any such Affiliate is controlled exclusively by the entity making such transfer. Any such
transfer shall solely require that the Holder give written notice thereof to the Company; for
greater certainty, none of the terms and conditions set forth in Section 14(a) shall be applicable
to any transfer governed by this Section 14(b).



     15. Rights of Shareholders. No holder of this Warrant shall be entitled, as a Warrant
holder, to vote or receive dividends or be deemed the holder of the Preferred Shares or any other
securities of the Company which may at any time be issuable on the exercise hereof for any purpose,
nor shall anything contained herein be construed to confer upon the holder of this Warrant, as
such, any of the rights of a shareholder of the Company or any right to vote upon any matter
submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate
action (whether upon any recapitalization, issuance of stock, reclassification of Preferred Shares,
change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have
been exercised and the Preferred Shares purchasable upon the exercise hereof shall have become
deliverable, as provided herein.



     16. Notices. Any notice required or permitted pursuant to this Warrant shall be given
in writing and shall be given either personally or by sending it by next-day or second-day courier
service, fax, electronic mail or similar means to the address as shown below the signature of such
Party on the signature page of this Warrant (or at such other address as such party may designate
by fifteen (15) days’ advance written notice to the other parties given in accordance with this
Section 16). Where a notice is sent by next-day or second-day courier service, service of the
notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or
second-day service through an internationally-recognized courier a letter containing the notice,
with a confirmation of delivery, and by two (2) days having passed after the letter containing the
same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice
shall be deemed to be effected on the same day on which it is properly addressed and sent through a
transmitting organization with a reasonable confirmation of delivery.



12









 





     17. Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss,
theft or destruction) upon delivery of an indemnity agreement in an amount reasonably satisfactory
to it, or (in the case of mutilation) upon surrender and cancellation thereof, the Company will
issue, in lieu thereof, a new Warrant of like tenor.



     18. Subdivision of Rights. This Warrant (as well as any new warrants issued pursuant
to the provisions of this Section 18) is exchangeable, upon the surrender hereof by the Holder, at
the principal office of the Company for any number of new warrants of like tenor and date
representing in the aggregate the right to subscribe for and purchase the number of Preferred
Shares which may be subscribed for and purchased hereunder.



     19. “Market Stand-Off” Agreement. The Holder hereby agrees that, during the period of
time specified by the Company and an underwriter of Preferred Shares or other securities of the
Company, following the effective date of (i) a registration statement of the Company filed under
the Act, or (ii) a comparable offering document filed under the applicable laws and regulations of
any foreign governmental authority, it shall not, to the extent requested by the Company and such
underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without
limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of
(other than to donees who agree to be similarly bound) any securities of the Company held by it at
any time during such period, except Preferred Shares (or Ordinary Shares issued upon conversion
thereof) included in such registration or offering; provided, however, that:



     (a) all officers and directors of the Company, and each Person who holds one percent (1%) or
more of the Company’s outstanding shares, enter into similar agreements;



     (b) such market stand-off time period shall not exceed 90 days; and



     (c) the foregoing agreement shall not prohibit privately negotiated transfers of Preferred
Shares among the Holder and its Affiliates.


The Holder agrees to provide to the underwriters of any public offering such further agreements as
such underwriters may reasonably request in connection with this market stand-off agreement,
provided that the terms of such agreements are substantially consistent with the provisions of this
Section 19. In order to enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the securities of the Company held by the Holder (and the shares or
securities of every other Person subject to the foregoing restriction) until the end of such
period.



Notwithstanding the foregoing, the obligations described in this Section 19 shall not apply to (i)
a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms
which may be promulgated in the future, (ii) a registration relating solely to a transaction under
Rule 145 of the Act, or (iii) any offering which would the equivalent of clause (i) or (ii) under
the applicable laws and regulations of any foreign governmental authority.




13









 





     20. Change, Waiver, Etc. Neither this Warrant nor any term hereof may be changed,
waived, discharged or terminated orally except by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is sought.



     21. Remedies. The Company stipulates that the remedies at law of the Holder in the
event of any default by the Company in the performance of or compliance with any of the terms of
this Warrant are not and will not be adequate, and that the same may be specifically enforced.



     22. Governing Law. This Warrant and all actions arising out of or in connection with
this Agreement shall be governed by and construed in accordance with the laws of the Hong Kong,
without regard to the conflicts of law provisions of the Hong Kong.



     23. Dispute Resolution.



     (a) The parties agree to negotiate in good faith to resolve any dispute between them regarding
this Warrant. If the negotiations do not resolve the dispute to the reasonable satisfaction of both
parties, then each party that is a company, shall nominate one (1) authorized officer as its
representative. The parties or their representatives, as the case may be, shall, within thirty (30)
days of a written request by either party to call such a meeting, meet in person and alone (except
for one (1) assistant for each party) and shall attempt in good faith to resolve the dispute. If
the disputes cannot be resolved by such senior managers in such meeting, the parties agree that
they shall, if requested in writing by either party, meet within thirty (30) days after such
written notification for one (1) day with an impartial mediator and consider dispute resolution
alternatives other than formal arbitration. If an alternative method of dispute resolution is not
agreed upon within thirty (30) days after the one (1) day mediation, either party may begin formal
arbitration proceedings to be conducted in accordance with subsection (b) below. This procedure
shall be a prerequisite before taking any additional action hereunder.



     (b) In the event the parties are unable to settle a dispute between them regarding this
Warrant in accordance with subsection (a) above, such dispute shall he referred to and finally
settled by arbitration at the HKIAC in accordance with the Hong Kong International Arbitration
Centre Administered Arbitration Rules in effect, which rules are deemed to be incorporated by
reference into this subsection (b), subject to the following: (i) the arbitration tribunal shall
consist of three (3) arbitrators to be appointed according to the Hong Kong International
Arbitration Centre Administered Arbitration Rules; and (ii) the language of the arbitration shall
be English. Notwithstanding anything in this Warrant or in the Hong Kong International Arbitration
Centre Administered Arbitration Rules or otherwise, the arbitration tribunal shall not have the
power to award injunctive relief or any other equitable remedy of any kind against any Holder unless
such award both (x) is expressly appealable to and subject to de novo review by the courts of Hong
Kong, and (y) would not, if upheld, have the effect of impairing, restricting, or imposing any
conditions on the right or ability of such Holder or its affiliates to conduct its respective
business operations or to make or dispose of any other



14









 




investment. The prevailing party shall be entitled to reasonable attorney’s fees, costs and
necessary disbursements in addition to any other relief to which such party may be entitled.




     24. Rights and Obligations Survive Exercise of Warrant. Unless otherwise provided
herein, the rights and obligations of the Company, of the Holder and of the holder of the Preferred
Shares issued upon exercise of this Warrant, shall survive any exercise of this Warrant.



[Signature page follows]







15









 









Issued
this 24 day of June, 2009.




SEALED with the Common Seal of

EASTERN WELL HOLDINGS LIMITED

and SIGNED by




          

in the presence of:




Address: No. 485-487, Gu Yang Road, Changning

District, Shanghai, China

Fax: 86-21-6631-2459




Acknowledged and Agreed:




CHINA
ENVIRONMENT FUND III, L.P.




	 	 	 	 	 
	By:

	 		 	 
	 

	 	 

Name:
	 	 
	 

	 	Title: Authorized Signatory	 	 
	 

	 	Address: A2302, SP Tower, Tsinghua Science Park,	 	 
	 

	 	          
    Beijing 100084 China	 	 
	 

	 	Fax: 86-10-8215-1150	 	 






[Signature Page to Warrant No 2 to Purchase Series A Preferred Shares]







 









 








EXHIBIT A




NOTICE OF EXERCISE




			
	To:	 	EASTERN WELL HOLDINGS LIMITED

No. 485-487, Gu Yang Road, Changning District, Shanghai, China 

Fax: 86-21-6631-2459 

Attention: Chief Financial Officer






     
1. The undersigned hereby elects to purchase
                 
Series A Preferred Shares
(“Preferred Shares”) pursuant to the terms of the attached Warrant.




     2. The undersigned shall exercise the attached Warrant (i) by means of a cash payment, and
tenders herewith, payment in full for the purchase price of the Preferred Shares being
purchased, or (ii) by means of a Net Exercise in accordance with the terms of Section 6(b) of
said Warrant, together with all applicable taxes, if any.




     3. Please issue a certificate or certificates representing said Preferred Shares in the
name of the undersigned or in such other name as is specified below:



	 	 	 	 	 
	 

	 	 

(Name)
	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

(Address)
	 	 






     4. 
The undersigned hereby represents and warrants that the aforesaid Preferred Shares are
being acquired for the account of the undersigned for investment and not with a view to, or for
resale, in connection with the distribution thereof, and that the undersigned has no present
intention of distributing or reselling such shares.



	 	 	 
	 

	 	 
	 

	 	(Signature)
	 
	 	 
	 

	 	 
	 

	 	(Name)
	 
	 	 
	 

	 	 
	(Date)

	 	(Title)






 









 






EXHIBIT B




FORM OF TRANSFER

(To be signed only upon transfer of Warrant)


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                    
                    
the right represented by the
attached Warrant to purchase
                    
Series A Preferred Shares of EASTERN
WELL HOLDINGS LIMITED to which the attached Warrant relates, and appoints
                    
Attorney to transfer such right on the books of
                    , with full
power of substitution in the premises.



Dated:





	 	 	 	 	 
	 	 	 
	 
	 	 	(Signature must conform in all respects to

name of Holder as specified on the face of

the Warrant)
	 
	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 






	 
	Signed in the presence of:

	 
	 





 









 






EXHIBIT C




CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT

AUDITOR’S REPORT