exv4w6






Exhibit 4.6




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 Agreement relating to

Eastern Well Holdings Limited



 





 









 




This Share Exchange Agreement is made on the 15th day of January 2010




BETWEEN:





	(1)	 	The persons whose names and addresses are set out in Schedule 1 Part A (the “Ordinary Share
Vendors”)
	 
	(2)	 	The corporation whose name and address is set out in Schedule 1 Part B (the
“Preferred Share Vendor”)
	 
	 	 	(the Ordinary Share Vendors and the Preferred Share Vendor are together the “Vendors”); and
	 
	(3)	 	Nobao Renewable Energy Holdings Limited, a company incorporated under the laws of Cayman
Islands with its registered office at Scotia Centre, P.O. Box 2804, George Town, Grand Cayman
KY1-1112, Cayman Islands (the “Purchaser”).





RECITALS





	(A)	 	The parties intend that a corporate reorganisation of a group of companies involving Eastern
Well Holdings Limited will take place whereby the Company will become a wholly-owned
subsidiary of the Purchaser.
	 
	(B)	 	Pursuant to the corporate reorganisation, the Vendors will sell to the Purchaser and the
Purchaser will purchase from the Vendors the entire issued share capital of the Company
subject to and upon the terms and conditions of this Agreement.
	 
	(C)	 	In connection with the corporate reorganisation, the parties will enter into certain
agreements and terminate certain existing agreements.





OPERATIVE PROVISIONS





	1.	 	Interpretation
	 
	1.1	 	In this Agreement and the Schedules hereto the following words and expressions shall, where
the context so admits, bear the following meanings:





	 	 	 
	“Agreement”

	 	this Share Exchange Agreement;
	 
	 	 
	“Business Day”

	 	a day (not being a Saturday or Sunday) on which banks
generally are open for business in the PRC;
	 
	 	 
	“Ordinary Consideration
Shares”

	 	4,593,520 Ordinary Shares of US$0.001 each in the share
capital of the Purchaser to be issued and allotted in
exchange for the Ordinary Sale Shares;






 









 






	 	 	 
	“Ordinary Sale Shares”

	 	14,593,520 Ordinary Shares of US$0,001 each in the capital of
the Company constituting the entire issued ordinary share
capital thereof;
	 
	 	 
	“Companies Law”

	 	The Companies Law (Law 3 of 1961, as consolidated and revised)
of the Cayman Islands;
	 
	 	 
	“Company”

	 	Eastern Well Holdings Limited, a company incorporated under
the laws of the Hong Kong, further particulars of which are
set out in Part A of Schedule 2;
	 
	 	 
	“Completion”

	 	completion of this Agreement as provided in Clause 4 below;
	 
	 	 
	“Completion Date”

	 	the date of signing hereof or such later date as shall be
agreed between the Parties;
	 
	 	 
	“Consideration Shares”

	 	the Ordinary Consideration Shares and the Preferred
Consideration Shares;
	 
	 	 
	“Group”

	 	the Company and the Subsidiaries;
	 
	 	 
	“Option Agreements”

	 	the following agreements collectively, each in the form agreed
to by and among the parties hereto:
	 
	 	 
	 

	 	(i) Option Agreement No. 1 between China Environment Fund III,
L.P., Sun Kwok Ping and the Purchaser;
	 
	 	 
	 

	 	(ii) Option Agreement No. 2 between China
Environment Fund III, L.P., Sun Kwok Ping and the Purchaser;
and
	 
	 	 
	 

	 	(iii) Option Agreement No. 3 between China
Environment Fund III, L.P., Sun Kwok Ping and the Purchaser.
	 
	 	 
	“Parties”

	 	the parties to this Agreement and “Party” means any of them;
	 
	 	 
	“PRC”

	 	The People’s Republic of China;
	 
	 	 
	“Preferred Sale Shares”

	 	7,359,720 Series A Preferred Shares of US$0.001 each, in the
capital of the Company constituting the entire issued
preferred share capital thereof;
	 
	 	 
	“Preferred Consideration Shares”

	 	7,359,720 Series A Preferred Shares of US$0.001 each in the share capital of the Purchaser to be issued and allotted in exchange for the relevant Preferred Sale Shares;







 












 





	 	 	 
	“Prior Agreements”

	 	the following agreements collectively:
	 
	 	 
	 

	 	(i) the Right of First Refusal and Co-Sale Agreement,
dated June 24, 2009, among the Vendors, the Company and
other parties thereto;
	 
	 	 
	 

	 	(ii) the Shareholders Agreement, dated June 24, 2009,
among the Vendors, the Company and other parties
thereto;
	 
	 	 
	 

	 	(iii) Option Agreement No. 1, dated December 31, 2009,
between China Environment Fund III, L.P., Sun Kwok Ping
and the Company;
	 
	 	 
	 

	 	(iv) Option Agreement No. 2, dated December 31, 2009,
between China Environment Fund III, L.P., Sun Kwok Ping
and the Company;
	 
	 	 
	 

	 	(v) Option Agreement No. 3, dated December 31, 2009,
between China Environment Fund III, L.P., Sun Kwok Ping
and the Company; and
	 
	 	 
	 

	 	(vi) the Director Indemnification Agreement, dated June
24, 2009, between the Company and Chen Xiaobing.
	 
	 	 
	“Sale Shares”

	 	the Ordinary Sale Shares and the Preferred Sale Shares;
	 
	 	 
	“Subsidiaries”

	 	NUOXIN ENERGY TECHNOLOGY (SHANG
HAI) CO., LTD. () and
JIANGXI NOBAO ELECTRIC CO., LTD.
(), each a wholly foreign
owned enterprise organized under the laws of the PRC;
	 
	 	 
	“Transaction Documents”

	 	the following agreements collectively, each in the form
agreed to by and among the parties hereto:
	 
	 	 
	 

	 	(i) the Director Indemnification Agreement between the
Purchaser and Chen Xiaobing;
	 
	 	 
	 

	 	(ii) the Right of First Refusal and Co-Sale Agreement
among the Vendors, the Purchaser and the Subsidiaries;
	 
	 	 
	 

	 	(iii) the Shareholders Agreement among the Vendors, the
Purchaser and the Subsidiaries; and
	 
	 	 
	 

	 	(iv) the Option Agreements; and






 









 






	 	 	 
	“US$”

	 	United States dollars, the lawful currency of
the United States.







	1.2	 	Words and expressions defined in the Companies Law shall (unless the context clearly
does not so permit) bear the same meanings where used in this Agreement.
	 
	1.3	 	The ejusdem generis rule of construction shall not apply to this Agreement and
accordingly general words shall not be given a restrictive meaning by reason of their
being preceded or followed by words indicating a particular class or examples of acts
matters or things.
	 
	1.4	 	Words importing the singular shall include the plural and vice versa and words
importing any gender shall include all other genders and references to persons shall
include corporations and unincorporated associations.
	 
	1.5	 	References in this Agreement to any agreed draft document or any document in agreed
form are references to the document described in the form of the draft agreed between
the parties.
	 
	1.6	 	References in this Agreement to statutory provisions shall be construed as references
to those provisions as respectively amended consolidated extended or re-enacted from
time to time and shall include the corresponding provisions of any earlier legislation
(whether repealed or not) and any orders regulations instruments or other subordinate
legislation made from time to time under the statute concerned.
	 
	1.7	 	References to this Agreement shall include the Schedules hereto which shall form part
hereof and shall have the same force and effect as if expressly set out in the body of
this Agreement.
	 
	1.8	 	The Clause headings in this Agreement are for convenience only and shall not affect the
interpretation hereof.
	 
	1.9	 	The obligations of the Vendors shall, save where the context expressly requires to the
contrary, be several.
	 
	2.	 	Agreement to sell and purchase
	 
	2.1	 	On and subject to the terms of this Agreement, each of the Vendors as beneficial owners
shall sell those of the Sale Shares set against their respective names in column (2) of
Schedule 1 Parts A and B and the Purchaser agrees to purchase the same in each
case free from all liens, Charges, encumbrances and other equities of any description
and together with all rights and benefits now and hereafter attaching thereto, including
(without limitation) all rights to dividends and other distributions hereafter paid
declared or made in respect of the Sale Shares.
	 
	2.2	 	The Vendors hereby waive all right of first refusal, co-sale rights, liquidation
preference rights, pre-emption and similar or other rights over the Sale Shares or any
of them or any proceeds deriving therefrom to which they or any other person may be
entitled under the Memorandum of Association and Articles of Association of the Company
or otherwise in relation to the sale and purchase of the same hereunder




 









 






	 	 	including but not limited to the Prior Agreements.
	 
	2.3	 	Nothing in this Agreement shall oblige the Purchaser to buy any of the Sale Shares or
otherwise complete the transaction contemplated by this Agreement unless the sale and purchase
of all of the Sale Shares are completed simultaneously.
	 
	3.	 	Consideration
	 
	 	 	The consideration payable by the Purchaser to the Vendors for the Sale Shares shall be
satisfied or deemed to have been satisfied in full by the Purchaser allotting and issuing
to each Vendor or any entity controlled by the respective Vendor as he, she or it may
direct, the number of Consideration Shares as set against his, her or its respective name
in Column (3) of Schedule 1 Parts A and B, credited as fully paid.
	 
	4.	 	Completion
	 
	4.1	 	Unless otherwise agreed, Completion shall take place at the offices of the Company’s
principal place of business on or before 5:00 p.m. on the Completion Date.
	 
	4.2	 	On Completion:






	 	(a)	 	the Vendors shall deliver to the Purchaser:






	 	(i)	 	duly executed transfers of the Sale Shares in favour of the
Purchaser together with the share certificates therefor or an indemnity in a
form reasonably required by the Purchaser in the case of any missing share
certificates; and
	 
	 	(ii)	 	all the constitutive documents of the Company, including
(without limitation) the certificates of incorporation, certificates of
incorporation on change of name (if any), memorandum and articles of
association, the common seals and company chops, minute books, registers of
members and registers of directors (both duly written up to date), share
certificate books and all other statutory records and documents of the
Company;






	 	(b)	 	the Vendors shall procure that a written resolution of all directors of the
Company be passed at which the following shall be approved:






	 	(i)	 	the transfers of the Sale Shares;
	 
	 	(ii)	 	the entry of the name of the Purchaser into the register of
members of the Company; and
	 
	 	(iii)	 	all such other business as the Purchaser shall reasonably
require to vest in the Purchaser the beneficial ownership of the Sale Shares;
and






	 	(c)	 	the parties hereto shall procure that each of the Transaction Documents be
executed and delivered by the parties thereto.






 












 






	4.3	 	The Vendors and the Company hereby agree that each of the Prior Agreements shall be
deemed terminated and cease to have any effect as of the Completion and shall take any such
actions and execute any such documents as are necessary to terminate the Prior Agreements.
	 
	4.4	 	Subject to the conclusion of the matters referred to in Clause 4.2 above, the Purchaser
shall within three Business Days from the Completion Date:






	 	(i)	 	issue and allot the Consideration Shares, credited as fully paid to each
of the Vendors or as he/it may direct in writing as set out in Clause 3 above; and
	 
	 	(ii)	 	deliver to the Vendors a copy of the register of members of the Purchaser
evidencing the issue and allotment of the relevant number of the Consideration Shares
to the Vendors or their named allottees respectively.






	5.	 	Vendor Warranties
	 
	 	 	Each of the Vendors hereby represents warrants and undertakes to the Purchaser that:






	 	(i)	 	he/it has full power and authority and has obtained all necessary consents
waivers and licences to enter into and perform the obligations to be performed by
each of them under or pursuant to this Agreement and any agreement to be entered into
by each of them as herein mentioned; and
	 
	 	(ii)	 	each of the Vendors is the absolute beneficial owner of the number of Sale
Shares (or otherwise has full power to sell and transfer to the Purchaser full legal
and beneficial interest in the number of Sale Shares and beneficial ownership of the
number of Sale Shares) set against their respective names in column (2) of
Schedule 1 Part A or B as the case may be and each of the Sale Shares is and
will at Completion be free from all charges liens encumbrances and equities
whatsoever (subject to the termination of all Prior Agreements).






	6.	 	Further Assurance
	 
	 	 	The Vendors hereby agree to do any such further acts documents and things as the
Purchaser may reasonably require to vest in the Purchaser (or as it shall direct) the
beneficial ownership of the Sale Shares free from all charges liens encumbrances and
other adverse interests and to vest the benefit of this Agreement in the Purchaser.
	 
	7.	 	Survival of Agreement
	 
	 	 	This Agreement (and in particular the warranties representations covenants agreements and
undertakings of the Vendors hereunder) shall, insofar as the terms hereof remain to be
performed or are capable of subsisting, remain in full force and effect after and
notwithstanding Completion.
	 
	8.	 	Successors and Assigns
	 
	 	 	This Agreement shall not be assignable by the Vendors (save as expressly permitted herein)
but shall be binding upon and enure for the benefit of each Party’s successors in




 









 






	 	 	title.
	 
	9.	 	Announcements
	 
	 	 	Save in respect of statutory returns or matters required to be disclosed by law or other
governmental or regulatory authorities or in connection with the proposed listing of the
share capital of the Purchaser, none of the parties hereto shall make any press statement
or other public announcement in connection with this Agreement or the Transaction Documents
without the prior written approval of the text of such statement or announcement by the
Purchaser.
	 
	10.	 	Notices
	 
	 	 	Any notice required to be given hereunder shall be in writing and shall be served by
sending the same by prepaid recorded post, facsimile or by delivering the same by hand to
the address of the Party or Parties in question as set out below (or such other address as
such Party or Parties shall notify the other Parties of in accordance with this clause).
Any notice sent by post as provided in this clause shall be deemed to have been served
five Business Days after despatch and any notice sent by facsimile as provided in this
clause shall be deemed to have been served at the time of despatch and in proving the
service of the same it will be sufficient to prove in the case of a letter that such
letter was properly stamped, addressed and placed in the post; and in the case of a
facsimile that such facsimile was duly despatched to a current facsimile number of the
addressee.





	 	 	 	 	 
	 	 	To the Ordinary Share Vendors
	 
	 	 	 	 
	 

	 	Name
	 	: Sun Kwok Ping
	 

	 	Address
	 	: Building No. 4, 150 Yong He Road, Shanghai, China, 200072
	 

	 	Fax
	 	: +86 (21) 66312459
	 
	 	 	 	 
	 

	 	Name
	 	: Wide Safety International Limited
	 

	 	Address
	 	: Unit Al, 6/F, One Capital, 18 Luard Road, Wanchai, Hong Kong
	 

	 	Fax
	 	: +852 28514383
	 
	 	 	 	 
	 	 	To the Preferred Share Vendor
	 
	 	 	 	 
	 

	 	Name
	 	: China Environment Fund III, L.P.
	 

	 	Address
	 	: A2302, SP Tower, Tsinghua Science Park, Beijing 100084 China
	 

	 	Fax
	 	: 86-10-8215-1150
	 
	 	 	 	 
	 	 	To the Purchaser
	 
	 	 	 	 
	 

	 	Name
	 	: Nobao Renewable Energy Holdings Limited
	 

	 	Address
	 	: Building No. 4, 150 Yong He Road, Shanghai, China, 200072
	 

	 	Fax
	 	: +86 (21) 66312459







	11.	 	General
	 
	11.1	 	The obligations and liabilities of any Party hereto shall not be prejudiced released or
affected by any time or forbearance or indulgence release or compromise given or




 









 






	 	 	granted by any person to whom such obligations and liabilities are owed or by any other
person to such Party or any other Party so obliged or liable nor by any other matter or
circumstance which (but for this provision) would operate to prejudice release or affect
any such obligations except an express written release by all the parties to whom the
relevant obligations and liabilities are owed or due.
	 
	11.2	 	This Agreement may be executed in counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one and the same document.
	 
	11.3	 	This Agreement represents the entire agreement between the Parties and it may only be varied
by written document signed by all the Parties.
	 
	11.4	 	Except where expressly provided to the contrary, the rights and remedies reserved to the
Parties or any of them under any provision of this Agreement or in any document to be
executed pursuant hereto shall be in addition and without prejudice to any other rights or
remedies available to such Parties whether under this Agreement or any such document by
statute common law or otherwise.
	 
	11.5	 	This Agreement shall be governed by and construed in accordance with the laws of the
Cayman Islands and the parties hereby irrevocably undertake to submit themselves to the
non-exclusive jurisdiction of the courts of the Cayman Islands.






 












 




IN WITNESS whereof this Agreement has been duly executed by each of the Parties the day and
year first before written.




	 	 	 	 	 	 	 
	The
Ordinary Share Vendors
	 	 	 	 	 	 
	 
	SIGNED by Sun Kwok Ping
	 	)	 	/s/ Sun Kwok Ping 	 	 
	 
	 	 	 	 
	 	 






 









 










IN WITNESS whereof this Agreement has been duly executed by each of the Parties the day and year
first before written.




	 	 	 	 	 	 	 	 	 
	The
Ordinary Share Vendors
	 	 	 	 	 	 	 	 
	 
	SIGNED by Ren Jin Hua for and on behalf of

	 	 	)	 	 	 	 	 
	Wide Safety International Limited

	 	 	)	 	 	/s/ Ren Jin Hua  	 	 
	 

	 	 	 	 	 	 

	 	 











 









 










IN WITNESS whereof this Agreement has been duly executed by each of the Parties the day and year
first before written.




	 	 	 	 	 	 	 	 	 
	The
Preferred Share Vendor
	 	 	 	 	 	 	 	 
	 
	SIGNED by Donald Chang Ye for and on

	 	 	)	 	 	 	 	 
	behalf of China Environment Fund III, L.P.

	 	 	)	 	 	/s/ Donald Chang Ye 	 	 
	 

	 	 	 	 	 	 

	 	 











 









 










IN WITNESS whereof this Agreement has been duly executed by each of the Parties the day and year
first before written.




	 	 	 	 	 	 	 	 	 
	The
Purchaser
	 	 	 	 	 	 	 	 
	 
	SIGNED by Sun Kwok Ping, director

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	Nobao Renewable Energy Holdings Limited

	 	 	)	 	 	/s/ Sun Kwok Ping 	 	 
	 

	 	 	 	 	 	 

	 	 










 









 








SCHEDULE 1




Part A



ORDINARY SHARE VENDORS



	 	 	 	 	 	 	 	 	 
	Name and address of	 	No. of Ordinary	 	No. of Ordinary
	Ordinary Share Vendors	 	Sale Shares	 	Consideration Shares
	1   Sun Kwok Ping 
Building No. 4, 150 Yong He Road, 
Shanghai, China, 200072
	 	 	13,863,844	 	 	 	3,863,844	 
	2   Wide Safety International Limited
 Unit Al, 6/F,
One Capital, 18 Luard
 Road, Wanchai, Hong Kong
	 	 	729,676	 	 	 	729,676	 
	Total
	 	 	14,593,520	 	 	 	4,593,520	 










 









 








PartB 




PREFERRED SHARE VENDOR



	 	 	 	 	 	 	 	 	 
	Name and address of	 	No. of Preferred Sale	 	No. of Series A Consideration
	Preferred Share Vendor	 	Shares	 	Preferred Shares
	1   China
Environment
Fund III,
L.P. 
A2302,
SP Tower,
Tsinghua 

Science
Park,
Beijing
100084

China
	 	 	7,359,720	 	 	 	7,359,720	 
	
	 	 	 	 	 	 	 	 






 









 






SCHEDULE 2 



Part A   EASTERN WELL HOLDINGS LIMITED



	 	 	 	 	 
	Incorporation date

	 	:
	 	24 January 2007
	 
	 	 	 	 
	Place of Incorporation

	 	:
	 	Hong Kong
	 
	 	 	 	 
	Authorised share 

capital

	 	:
	 	100,000,000 shares of a nominal or
par value of US$0.001
comprising (i) 70,000,000 Ordinary
Shares of a nominal or par
value of US$0.001, and (ii)
30,000,000 preferred shares of a
nominal or par value of US$0.001
	 
	 	 	 	 
	Issued share capital

	 	:
	 	14,593,520 Ordinary Shares of
a nominal or par value of
US$0.001, and 7,359,720 preferred
shares of a nominal or par value of
US$0.001
	 
	 	 	 	 
	Shareholders

	 	:
	 	As set out in Schedule 1
	 
	 	 	 	 
	Directors

	 	:
	 	Sun Kwok Ping
 Chen Xiaobing
 Song Ping