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GREENHUNTER ENERGY, INC.
  THE INCREASE OF REGISTERED CAPITAL IN GUANGDONG
MINGYANG WIND POWER TECHNOLOGY CO., LTD.
AND EQUITY TRANSFER
 SUBSCRIPTION AND EQUITY TRANSFER AGREEMENT




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SUBSCRIPTION AND EQUITY TRANSFER AGREEMENT
 THIS SUBSCRIPTION AND EQUITY TRANSFER AGREEMENT Agreement Party Parties
 (1)
    
    GREENHUNTER ENERGY, INC.(Party A), a company duly established and validly existing
under the laws of Delaware. Its registered address is 3129 Bass Pro Drive, Grapevine, TX
76051 and authorized representative is Gary Evens, the Chairman and Chief Executive Officer
of Party A;(2)
    
    GUANGDONG MINGYANG WIND POWER TECHNOLOGY CO., LTD. (the Company),a limited liability
company duly established and validly existing under the laws of the PRC, with the registered
address at Daling District of National Hi-Tech Industrial, Zhongshan, Guangdong. Its
registration no. is 442000000001340, and its legal representative is Zhang Chuanwei (the
Company Controller);(3)
    
    ZHONGSHAN MINGYANG ELECTRICAL APPLIANCES CO., LTD. (Corporate Shareholder A),a limited liability
company duly established and validly existing under
the laws of the PRC (Sino-foreign contractual joint venture) with the registered address at
Daling District of National Hi-Tech Industrial, Zhongshan, Guangdong. Its registered number
is 442000400000499, and the legal representative is Zhang Chuanwei;




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(4)
    
    KEYCORP LIMITED( Corporate Shareholder B), a limited liability company duly established
and validly existing under the laws of the Hong Kong with the registered address at 41st
Floor, Bank of China Tower,1 Garden Road, Central, Hong Kong. Its registered number is
38160060-000-05-07-9 and its authorized representative is its Chief Executive Officer
Niccolo Magnoni, an Italian citizen;(5)
    
    FIRST BASE INVESTMENTS LIMITED (Corporate
Shareholder C), together with Corporate
Shareholder A and Corporate Shareholder B, the Corporate Shareholders,a company duly
established and validly existing under the laws of Hong Kong, with the registered address
at: Unit C 9/F, Regency Centre Phase 2, 41-43 Wong Chuk Hang RD, HK. Its registration number
is 38405945-000-08-07-6 and its authorized representative is Sheldon Liu, Chief Executive
Officer of Corporate Shareholder C;
 WHEREAS
 A.
    
    The Companys registered capital is RMB 245,000,000. Corporate Shareholder A,
Corporate Shareholder B and Corporate Shareholder C are the Companys existing shareholders
and holds 48.96%, 17.18% and 33.87% of the Companys equity interest (the Equity
Interest), respectively.
 3




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B.
    
    Party A desires to invest in the Company in an amount in USD equal to RMB75,000,000 (the
Investment Amount) as the Companys registered capital increment, and the Company desires to
accept such investment (the Investment). After the above registered capital increment, the
Companys total registered capital shall be raised to RMB 320,000,000.After the Investment, Party A desires to sell the Equity Interest representing 8.39% (equal
to register capital in the amount of RMB 26,844,100), 2.94% (equal to register capital in
the amount of RMB 9,418,982) and 5.80% (equal to register capital in the amount of RMB
18,568,851) of the Companys total registered capital to
Corporate Shareholder A, Corporate
Shareholder B and Corporate Shareholder C at the price of RMB 3, RMB 1 and RMB 2,
respectively (the Equity Transfer).C.
    
    The Parties desire to enter into this Agreement to specify the terms and conditions governing
the Investment and the Equity Transfer from Party A to other shareholders.
 NOW, THEREFORE,
 INTERPRETATION
   4




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Amended Articles of Association
 Auditor
 Applicable Laws
 Applicable Documents Schedule 1
 Approval Authorities
 Authorized Signatory Section 3.3
 Business Day
 Charter Documents Schedule 1;
 5




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Closing
 Closing Condition Section 6.2
 Closing Date
 Closing Outside Date Section 6.2
 Companys Capital Bank Account
 Companys Controllers
 Company Group
 Companys Special Bank Account
 Condition
 6




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Confidential Information
      Corporate Shareholders
 Encumbrance
 7




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Environmental Laws Schedule 1;
 Equity Transfer
 Government Authorities
 Indemnified Parties Section 11.1
 Intellectual Property
 Intellectual Property Rights
 8




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Investment
 Investment Amount
 Investment Ratio
 IT Hardware
 IT Software
 IT Systems
 Leased Property
 Material Adverse Change
 9




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Material Adverse Effect
 (a)
    
    the business, operations, property, earnings, assets, liabilities or condition (financial
or otherwise) of the Company taken as a whole;
 (b)
    
    the ability of the Company or any shareholder to perform its material obligations under the
Submission Documents; or
 (c)
    
    the validity or enforceability of the Submission Documents or the rights and remedies of
Party A under this Agreement.
 Net Asset Value
 New Business License Section 6.2.3
 New Ratio Schedule 1
 Notice of Acceptance Schedule 1
 Offering Amount Schedule 1
 Offering Equity Schedule 1
 10




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Offering Notice Schedule 1
 Offering Party Schedule 1
 Offering Period Schedule 1
 Outside Date
 Owned Property Schedule 1
 Permit
    PRC
 Proceedings Schedule 1
 11




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Property
 Real Property Schedule 1
 Relevant Claim Section 11.1
 Renminbi RMB
 Representing Parties Section 8.1
 Refused Equity Schedule 1;
 Submission
 Submission Condition Section 6.1
 Submission Documents
 Submission Outside Date Section 6.1
 Subsequent Sale Schedule 1
 Tax
 12




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US Dollar US$ USD
 Wind Power Properties Schedule 1
 1.2
    
    ReferencesIn this Agreement, any reference to:
 1.2.1
    
    a subsidiary means, with respect to a company, any company in which the
first mentioned company directly or indirectly owns more than five percent (5%) of
the voting shares, registered capital or other equity interest in the other company;1.2.2
    
    party being liable to another party, or to liability, includes, but is not
limited to, any liability in contract or tort (including negligence);1.2.3
    
    a document in the agreed form is a reference to a document in a form
approved and for the purposes of identification initialed by or on behalf of each
Party;
 13




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1.2.4
    
    a statutory provision includes a reference to the statutory provision as
modified from time to time before the date of this Agreement and any implementing
regulations made under the statutory provision (as so modified) before the date of
this Agreement;1.2.5
    
    a person includes a reference to any individual, company, enterprise or
other economic organization, government authority or agency, or any joint venture,
association or partnership, trade union or employee representative body (whether or
not having separate legal personality) and includes a
reference to that persons successors and permitted assignees;1.2.6
    
    a party or parties, unless the context otherwise requires, is a
reference to a party or parties to this Agreement and includes a reference to that
partys successors and permitted assignees;1.2.7
    
    a Section, paragraph or schedule, unless the context otherwise requires, is
a reference to a Section or paragraph of, or schedule to, this Agreement;1.2.8
    
    this Agreement, includes references to this Agreement and Schedule
1 hereof. The schedules and exhibits to this Agreement form part of this
Agreement;1.2.9
    
    the singular includes the plural and vice versa unless the context
otherwise requires; and
 14




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1.2.10
    
    time of the day is to Beijing, PRC time.
 1.3
    
    HeadingsThe headings in this Agreement do not affect its interpretation.2
    
    Subscription of Increased Capital and Equity Transfer2.1
    
    The Parties agree that, subject to other provisions of the Agreement, Party A shall invest
in the Company in an amount in USD equal to RMB75,000,000 as the Companys registered capital
increment. After the above-described Investment, the Companys total registered capital shall
be raised from RMB 245,000,000 to RMB 320,000,000. Party A shall have 6.30% of the total
Equity Interest on the after-Investment basis.
  15




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2.2
    
    The Parties hereby agree that, upon the Closing and Equity Transfer, Party A shall be
entitled to the rights and subject to the obligations as the Companys shareholder
proportionate to its percentage of Equity Interest as prescribed in Section 4.1 of
this Agreement. Unless otherwise specified herein and to the extent not conflict with the
Applicable Laws, the Parties rights and obligations as the Companys shareholders shall be
governed by the Law of the Peoples Republic of China on Chinese Foreign
Equity Joint Ventures, the Detailed Rules for the Implementation of the Law of the PRC on
Sino-Foreign Equity Joint Ventures, other Applicable Laws and Amended Article of
Association.2.3
    
    Each of the Corporate Shareholders hereby waivers any pre-emptive or other similar rights
it may have in relation to all, or any part of, the Investment and the acquisition of the
Equity Interest by Party A hereunder whether under the articles of association of the Company
or otherwise, and undertakes to execute all the necessary documents (e.g., the consent letter,
the shareholders agreement) to effectuate the Investment under this Agreement. The Company
shall procure that all pre-emptive rights and other restrictions on the Investment conferred
on any other person are waived before the Submission so as to permit the Investment.3
    
    Methods of Subscription
 16




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3.1
    
    Subject to Section 7, the Parties hereby agree that Party A shall make the payment of
the Investment Amount as specified in Section 2.1 as follows:
 (a)
    
    10% of the Investment Amount to the Companys Capital Bank Account within
five (5) Business Days after the execution of this Agreement(b)
    
    50% of the Investment Amount to the Companys Capital Bank Account within
five (5) Business Days after the Company (i) obtains the foreign-investment enterprise
approval certificate from the Approval Authorities for the Investment; (ii) obtains
the New Business License from the competent Administration for Industry and Commerce
which reflects Party A as the owner of 6.30% of the total Equity Interest; and (iii)
enters into legally binding agreements with Corporate Shareholder A with respect to
the transfer of the Wind Power Properties as specified underSection 3, Part
II of Schedule 1 hereof, provided, however, that such payment shall be
made no earlier than December 30, 2007.(c)
    
    40% of the Investment Amount to the Companys Capital Bank Account within
five (5) Business Days after the Company obtains all necessary government approval,
filings and registrations for the transfer of the Wind Power Property as specified
underSection 3, Part II of Schedule 1 hereof and the Company
provides evidence to Party As satisfaction that the Company has obtained the legal
ownership of the Wind Power Properties.
 17




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In the event that the amount approved by the competent Foreign Exchange
Administration is less than the Investment Amount as specified in Section
2.1, Party A shall make the payment in an amount that is approved by such
Foreign Exchange Commission and any such payment of the Investment
Amount shall be applied first to the Companys Capital Bank Account and treated as
the Companys registered capital. The Company shall complete the registration
formality for the increase of the registered capital in a timely manner. The
Parties shall use their best efforts to come into agreement on how to remit or how
to obtain Foreign Exchange Administrations approval for the remaining Investment
Amount.
 3.2
    
    Subject to Section 3.1, Party A shall pay to the Company the Investment Amount in USD
by wire transfer or delivery of other immediately available funds to the Companys Capital
Bank Account as provided in Section 3.3 below. The exchange rate shall be determined
by reference to the closing exchange rate published by the Peoples Bank of China on the
Business Date immediately prior to the payment date.
 3.3
    
    Party A shall assist the Company to open the Companys Capital Bank Account, including
entering into necessary contracts with the bank for opening such accounts. Party A shall
appoint one representative as its authorized signatory of the Companys Capital Bank Account
(the Authorized Signatory). No withdrawal from the Companys Capital Bank Account can be
made unless the signature from the Authorized Signatory is obtained.
 18




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4
    
    Shareholding Structure after the Investment and Equity TransferAfter the Investment, the equity structure of the Company shall be as follows:
RMB 75,000,000 contributed by Party A, accounting for 23.44% of the Companys total
registered capital; RMB 119,944,785 contributed by Corporate Shareholder A, accounting for
37.48% of the Companys total registered capital; RMB 42,085,890 contributed by Corporate
Shareholder B, accounting for 13.15% of the Companys total registered capital,; and RMB
82,969,325 contributed by Party C, accounting for 25.93% of the Companys total registered
capital.After the Equity Transfer, the equity structure of the Company shall be as follows:
RMB 20,168,067 contributed by Party A, accounting for 6.30% of the Companys total
registered capital; RMB 146,788,885 contributed by Corporate Shareholder A, accounting
for 45.87% of the Companys total registered capital; RMB 51,504,872 contributed by
Corporate Shareholder B, accounting for 16.10% of the Companys total registered
capital; and RMB 101,538,176 contributed by Corporate Shareholder C, accounting for
31.73% of the Companys total registered capital. The Parties shall be
entitled to the shareholders rights and subject to the shareholders obligations in
proportion to its respective percentage of Equity Interest.
 19




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5
    
    Verification of the subscribed Investment Amount5.1
    
    The Parities hereby agree that, within five (5) Business days after the Companys receipt of
the Investment Amount, the Company shall appoint a qualified auditor in the PRC to verify the
Investment Amount and issue capital verification report solely at the cost of the Company.5.2
    
    Within ten (10) Business Days after the issuance of the capital verification report, the
Company shall issue the capital contribution certificate to Party A, reflecting its
shareholding as specified in Section 4.1.6
    
    CONDITIONS6.1
    
    Submission ConditionsThe Submission Documents shall be submitted to the Approval Authorities only if the
following conditions are met or waived on or before December 15, 2007 or such other date as
the Parties may otherwise agree in writing (Submission Outside Date):
 6.1.1
    
    There has been no material breach of any of the Warranties provided in
Section 8 and Schedule 1 hereof as of the date of this Agreement (and
as of the date of Submission as if the Warranties are made on such date);
 20




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6.1.2
    
    There has been no material breach of any provision contained in this
Agreement by the Company or any Corporate Shareholders (including, but not limited to,
Schedule 1);6.1.3
    
    There has been no Material Adverse Change since the date of this Agreement;6.1.4
    
    The Amended Articles of Association and the JV Contract are in an agreed
form to the satisfaction of Party A (the Parties hereby agree to incorporate the
relevant Sections of this Agreement and Schedule 1 into the Amended Articles of
Association and the JV Contract, including, but not limited to Section 3 of
this Agreement and Part II of Schedule 1 hereof);6.1.5
    
    The approval by the board of directors or shareholders meeting of the
Company of the execution and performance of this Agreement as required by the
Companys articles of association and Applicable Laws;
 6.2
    
    Closing ConditionsClosing is conditional on each of the following Closing Conditions being satisfied or
waived on or before February 27, 2007 or such other date as all the Parties may agree in
writing (Closing Outside Date):
 6.2.1
    
    There shall have been no material breach of any of the Warranties as
provided in Section 8 and Schedule 1 hereof as of the date of this
Agreement (and as of the Closing Date as if the Warranties are made on such date);
 21




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6.2.2
    
    The Submission Conditions set out in Sections 6.1.2 and 6.1.3 remain
satisfied as of the Closing Date;6.2.3
    
    The receipt of all necessary approvals, consents and authorizations from and
the completion of all necessary registrations and filings with the Approval
Authorities in connection with this Agreement, the Investment, and any such approvals,
consents, authorizations, registrations and filings do not alter the terms of any of
the Submission Documents in any material respects. Such approval, consent and
authorization including, but not limited to, the following:(a) The issuance of a foreign-invested enterprise approval certificate by the
Approval Authorities;(b) The issuance of foreign exchange approval; and(c) The issuance of the new business license of the Company (the New Business
License);6.2.4
    
    The provision of the necessary documents, as required by the Approval
Authorities, by the Company, Party A, and the Corporate Shareholders according to this
Agreement, including, but not limited to, Amendment Articles of Association, JV
Agreement in agreed form and executed by each of the Company, Party A, and the
Corporate Shareholders.
 22




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6.2.5
    
    The Company and Corporate Shareholder A shall have completed the Wind Power
Property Transfer as specified in Section 3, Part II of Schedule
1 hereof.
 6.3
    
    Responsibility for Satisfaction of Conditions
 6.3.1
    
    Party A may choose to reserve its right for financial, legal and operational
due diligence on the Company. Within 2 years after the Closing Outside Date, if Party
A so chooses, the Company shall use its best efforts to assist Party As financial,
legal and operational due diligence on the Company.6.3.2
    
    The Company shall use its best efforts to meet each Condition set forth in
Sections 6.1 and 6.2 before December 10, 2007. If, despite such best efforts,
any of the Conditions is not met by such date, then the Company shall use its best
efforts to meet these Conditions as soon as possible, but in no event later than the
relevant Outside Date.6.3.3
    
    If, at any time, any Parties become aware of fact or circumstance that may
prevent a Condition from being satisfied, it shall immediately inform the other
parties.
 6.4
    
    Non-satisfaction of Conditions
 23




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If a Condition is not satisfied by the relevant Outside Date, Party A shall have the right
to terminate this Agreement immediately upon written notice to the Company and Section
10.4 shall apply. If Party A chooses to terminate this Agreement as described above,
the Company shall immediately return to Party A the Investment Amount received by the
Company in connection with this Agreement as well as any interest gained by the Company.
 6.5
    
    SubmissionThe Company shall provide all necessary assistance in connection with the Submission.6.6
    
    Amendments to Submission DocumentsIn the event that any Approval Authority refuses to grant its approval or requests that
amendments or supplements be made to any of the Submission Documents,
 6.6.1
    
    The Parties shall within 30 calendar days thereof decide whether to withdraw
the application or amend the Submission Documents;6.6.2
    
    If the Parties decide to amend the Submission Documents, the Parties shall
re-submit the amended Submission Documents to the applicable Approval Authority for
approval as soon as practicable;6.6.3
    
    If the Parties are unable to reach a decision within the 30 calendar days as
specified in Section 6.6.1, Party A shall have the right to withdraw the
 24




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application for its Investment. If Party A withdraws its application, Party A shall
have the right to terminate this Agreement immediately by giving written notice to the
Company and Section 10.4 shall apply. If Party A chooses to terminate this
Agreement as described above, the Company shall immediately return to Party A its
respective Investment Amount received by the Company in connection with this Agreement
as well as any interest gained by the Company.
 6.7
    
    ApprovalThe Parties shall coordinate with each other in responding to any comments, questions or
inquiries raised by the Approval Authorities. The Company shall notify each of the Parties
of the following:
 6.7.1
    
    any correspondences (and if in writing, shall provide copies of such
correspondences) with the Approval Authorities in relation to such application; and6.7.2
    
    the receipt of the approval of the Approval Authorities on the Investment
and the Submission Documents.
 6.8
    
    RegistrationThe Company shall provide all necessary assistance for making all necessary filings
 25




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and registrations in connection with the Investment with the relevant Government Authorities
within the time period prescribed by Applicable Laws.
 7
    
    CLOSING7.1
    
    Date and PlaceClosing shall take place at the office of the Company on the Closing Date.7.2
    
    Party As Closing ObligationParty A shall pay the Investment Amount to the extent approved by the Foreign Exchange
Administration in accordance with Sections 3.1 and 7.2 only upon the satisfaction
of the following conditions:
 7.2.1
    
    The Company and all Corporate Shareholders comply with all its respective
obligations under this Agreement;7.2.2
    
    The application for the increase of the registered capital of the Company
set forth in Section 2.1 has been approved and registered with the Approval
Authorities, including the approvals with Commercial Bureau and Foreign Exchange
Administration.
 7.3
    
    Right to Postpone or Terminate
 26




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If the Closing does not take place because the Company or any of the Corporate Shareholders
fails to comply with any of its obligations under this Agreement (whether such failure by
the Company or the Corporate Shareholders amounts to a material breach or not), Party A may
by notice to the Company:
 7.3.1
    
    Proceed to the Closing to the extent reasonable and practicable;7.3.2
    
    Postpone the Closing to a date not later than the Closing Outside Date; or7.3.3
    
    Terminate this Agreement.
 7.4
    
    Postponement of the ClosingIf Party A postpones the Closing to another date in accordance with this Section
7.3.2, the provisions of this Agreement apply as if that other date is the Closing
Date.
 8
    
    REPRESENTATIONS AND WARRANTIES8.1
    
    Representations and WarrantiesEach of the Company and the Companys Controller (collectively, the Representing
Parties), jointly and severally, warrants to Party A that each of the representations and
warranties provided in this Agreement (including, but not limited to those provided in this
Section 8 and Schedule 1 hereof) (the Warranties), is true, accurate and
not misleading as of the date of this Agreement. Immediately before the Submission and
Closing, each of the Representing Parties, jointly and severally, is deemed to warrant to
Party A that each of the Warranties is true, accurate and not
 27




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misleading by reference to
the facts and circumstances as of the date of Submission or Closing (as the case may be).
For this purpose, where there is an express or implied reference in any Warranties to the
date of this Agreement in this Agreement, that reference is to be construed as a
reference to the date of Submission or Closing (as the case may be).8.2
    
    Reliance on WarrantiesEach of the Representing Parties, jointly and severally, acknowledges that Party A is
entering into this Agreement in reliance on each and every Warranty and each and every
Warranty was given by the Representing Parties for the purpose of inducing Party A to enter
into this Agreement.8.3
    
    No Claims Against Directors and EmployeesThe Company Controller undertakes not to make any claim against the Company or a director,
officer or employee of the Company which it may have in respect of a misrepresentation,
inaccuracy or omission in or from information or advice provided by such person for the
purpose of assisting the Company Controller to make any representations, give any
Warranties or prepare Schedule 1 hereof.
 28




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8.4
    
    Independence of WarrantiesEach Warranty is to be construed independently and (except where this Agreement provides
otherwise) is not limited by a provision of this Agreement or another Warranty.9
    
    Post Closing Covenants9.1
    
    Delivery of Financial StatementsThe Company shall deliver to Party A:
 (a)
    
    as soon as practical, but in any event within forty-five (45) days after
the end of each fiscal year of the Company, financial statements of the Company in
English and prepared in accordance with the applicable PRC accounting laws,
regulations and principals, audited and certified by the Auditor;(b)
    
    within thirty (30) days of the end of each fiscal quarter, unaudited
financial statements of the Company in English and prepared in accordance with the
applicable PRC accounting laws, regulations and principals, together with an analysis
by management of the Companys financial condition and results of operations during
such period;(c)
    
    with respect to the financial statements called for in subsection (b) of
this Section 9.1, an instrument executed by the chief financial officer or
chief executive officer of the Company certifying that such financial statements
 29




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were
prepared in accordance with the applicable PRC accounting laws, regulations and
principals consistently applied with prior practice for earlier periods and fairly
present, in all material respects, the financial condition of the Company and its
results of operation for the period specified, subject to normal year-end adjustment,
and certifying that such officer has reviewed the provisions of this Agreement and has
no knowledge of any default by the Company in the performance or observance of any of
the provisions of this Agreement, or if such officer has such knowledge, specifying
such default and the nature thereof.(d)
    
    such other information relating to the financial condition, business,
prospects or corporate affairs of the Company as Party A may from time to time
reasonably request.
 9.2
    
    ExclusivityThe Company covenants to Party A that from the date of this Agreement, unless otherwise
agreed by Party A in writing, the Company shall not directly or indirectly sell the Company
(including any and all the equity interest owned by the Company), all or any portion of the
business of the Company (unless in the ordinary course of business), or any material assets
of the Company:
 9.2.1
    
    Enter into or be involved in any discussion or negotiation with any person
except Party A;
 30




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9.2.2
    
    Enter into an agreement or arrangement with any person except Party A
(unless it is in the ordinary course of business); or9.2.3
    
    Make available to any person except Party A, its directors, officers, duly
authorized representatives, advisers or agents any information related to the increase
of its registered capital, sale of the Company (including all or any equity interests
owned by the Company) or the business or any part of the business of Company (except
in the ordinary course of business) or any of the material assets of the Company.
 9.3
    
    Pre-Emptive RightsThe Parties hereby agree that Party A shall enjoy the pre-emptive rights as defined and
specified in Part II of Schedule 1 hereof.9.4.
    
    Anti-Dilution Protective RightsThe Parties hereby agree that Party A shall enjoy the anti-dilution protective rights as
defined and specified in Part II of Schedule 1 hereof.9.5
    
    Reserved MattersThe Corporate Shareholders, the Company and the Companys Controllers shall, severally and
jointly, warrant to Party A that, after the Closing, none of the Corporate Shareholders and
the Company shall act as follows without prior written consent from
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Party A, unless it is
expressly agreed or approved hereunder or pursuant to other Submission Documents:
 9.5.1
    
    Amend the Companys Articles of Association or by-laws (or other
constitutional documents); increase or decrease the Companys registered capitals;
increase or decrease the number of the Companys directors;9.5.2
    
    Merge, consolidate, sell or assign all or substantial part of the Companys
assets, or acquire any equity rights of or securities issued by any entity, or merging
with any other entity, or invest in any joint venture;9.5.3.
    
    Realize, dissolve or liquidate, or adjust or restructure the Companys capital
structure in whatever forms, or conduct any acts which cause the change of control of
the Company;9.5.4.
    
    Authorize or issue any equity securities of the Company; reclassify any equity
securities or amend the terms and conditions in respect thereof; or modify the
structure of outstanding shareholding of the Company;9.5.5.
    
    Make any material change to any accounting policy, rule or guideline of the
Company, unless such change is required under the Applicable Laws;9.5.6.
    
    Substantially change the nature of business or organization structure of the
Company, or suspend or terminate all or material part of the Companys
 32




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business
operations, or change the nature of the Companys business operation or cause the
Company to enter into a new business area;9.5.7.
    
    Announce or pay any dividend or make profit contribution in whatever forms;9.5.8.
    
    Enter into any related party transaction, or amend any existing agreement in
connection with the related party transaction;9.5.9.
    
    Assign, sell or dispose of the Companys assets and properties, or create any
Encumbrance on such assets and properties outside the ordinary course of the business
of the Company;9.5.10.
    
    Cause the Company to enter into any contract outside the ordinary course of
business of the Company which may cause any Material adverse Effect on the Company or
any of its Subsidiaries;
 9.6
    
    Restructuring and IPOThe Corporate Shareholders and the Companys Controller hereby covenant that they shall
use their best efforts to ensure that the Company will be restructured and listed on a
stock market acceptable to Party A.9.7
    
    SeverabilityEach undertaking in Sections 9 constitutes an independent and separate undertaking
by each Party. The Parties acknowledge that the undertakings contained in Section 9
 33




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are fair and reasonable. If any such undertakings shall be held unenforceable, but
would be valid if part of such undertaking is deleted or its term or scope is revised,
then such undertaking shall apply to each Party with such modification as may be necessary
to make it valid and enforceable.10
    
    TERMINATION10.1
    
    Right to TerminateAt any time before the Closing, Party A may terminate this Agreement by written notice to
the Company, upon the occurrence of the following:
 10.1.1
    
    A Material Adverse Change;10.1.2
    
    Any Government Authority issues, promulgates or enforces any law, regulation, rule,
policy, order or notice that prohibits the completion of the transactions contemplated
by this Agreement;10.1.3
    
    There is a material breach of any of the Warranties as given on the date of this
Agreement, or any event occurs which would constitute a material breach of any of the
Warranties; or10.1.4
    
    The Company, the Company Controller or the Corporate Shareholders is in material
breach of any provision of this Agreement.
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10.2
    
    Obligation to NotifyThe Company shall notify Party A in writing immediately once it becomes aware of any
matters, breaches, events, facts or circumstances that may give rise to a right of
termination under Section 10.1.10.3
    
    Party As CostsIf Party A terminates this Agreement pursuant to Section 10.1 (other than pursuant
to Section 10.1.2), the Company shall indemnify Party A, and keep Party A
indemnified on demand against all its costs relating to the negotiation, preparation,
execution or termination of this Agreement and the satisfaction of any Condition.10.4
    
    Effect of TerminationEach Partys rights and obligations under this Agreement cease immediately upon the
termination of the Agreement, except that Sections 9, 10, 11, 15, 16 and 17 shall
survive the termination of this Agreement and shall continue in full force and effect.
Termination of this Agreement does not affect a Partys accrued rights and obligations at
the date of termination.11
    
    INDEMNIFICATION
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11.1
    
    IndemnificationThe Company and the Companys Controllers shall jointly and severally indemnify and hold
harmless Party A and its affiliates, directors, officers and employees (collectively,
Indemnified Parties) from and against any losses, liabilities, damages, claims and costs
(directly or indirectly) Party A or the Company may become subjected to (including, without
limitation, loss of profit) as a result of or which arises out of or in connection with any
of the following matters:
 11.1.1
    
    any breach of any of the Warranties by the Company or the Company Controller
(subject to any qualifications of the Warranties in accordance with Section
8.3 by disclosures in the Part I of Schedule 1 hereof);11.1.2
    
    any breach of any of the provisions, covenants and undertakings by the Company or
the Company Controller contained in this Agreement and Schedule 1 hereof;11.1.3
    
    any failure by the Company, at any time prior to the Closing, to conduct its
business in all material respects in accordance with all PRC Applicable Laws and its
Permits;
 11.1.4
    
    any failure by the Company to settle or discharge any liabilities or claims
(including, without limitation, severance payments claims) arising out of any
dismissal of employees or termination of employment contract of the Company occurred
prior to the Closing.
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For the avoidance of doubt, the Indemnified Parties shall be entitled to bring a claim
(Relevant Claim) under Section 11.1, notwithstanding any disclosures in the
Part Iof Schedule 1 hereof or any knowledge by Party A relating to any
matter specified in Section 8.1 and Schedule 1 hereof.
 11.2
    
    Indemnification of Costs in Connection with Resolving a Relevant ClaimThe Company and the Companys Controller shall jointly and severally indemnify the
Indemnified Parties, and keep the Indemnified Parties indemnified on demand against any
loss, liability and cost (including, without limitation, fees and costs of legal counsel
and other professionals) which arise (directly or indirectly) out of:
 11.2.1
    
    the settlement of a Relevant Claim against the Company or the Companys Controller
or the enforcement of a settlement; and11.2.2
    
    legal proceedings against the Company or the Companys Controller in respect of a
Relevant Claim provided that the judgment(s) of the legal proceedings is in favor of
Party A or the enforcement of the judgment.
 12
    
    CONFIDENTIAL INFORMATION12.1
    
    Each of the Company and the Companys Controller undertake to Party A that before and after
the Closing, each of the Company and the Companys Controller
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shall:
 12.1.1
    
    not use or disclose to any person Confidential Information in its or his possession
(except to the extent necessary in the ordinary course of the business of the Company
prior to the Closing);12.1.2
    
    use its best efforts to prevent the use or disclosure of Confidential Information
(except as provided in Section 12.1.1); and12.1.3
    
    ensure that each of the Companys affiliates complies with Sections 12.1.1 and
12.1.2. For this purpose, any references to the Company herein are references to
the Companys affiliates.
 12.2
    
    Exceptions
 Section 12.1
 12.2.1
    
    to the extent that it is generally known to the public except that it is a result
of a breach of any duty of confidentiality;12.2.2
    
    to any of the directors, officers or employees of Party A or the Company whose
position requires them to have the Confidential Information;12.2.3
    
    to the extent that it is required to be disclosed by Applicable Laws, by rules
issued by a listing authority or stock exchange on which any Partys shares are
listed or traded, or by a competent Government Authority, provided that the
disclosure shall be made after consultation with the other Parties and
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after taking into account the other Parties requirements regarding the timing, content
and means of such disclosure; or12.2.4
    
    to the extent required for the purposes of a Relevant Claim under Section
11;12.2.5
    
    to an advisor of Party A or the Company in connection with the transactions
contemplated herein provided that such disclosure is essential for the advisor to
render its service and that Party A or the Company (as applicable) require their
advisor to comply with Section 12 (as applicable).
 13
    
    ANNOUNCEMENTS13.1
    
    Public AnnouncementSubject to Section 13.2, none of the Parties may, before or after the Closing,
make any public announcement, communication or circular concerning the transactions
contemplated herein unless it has first obtained the other Parties written consent, which
may not be unreasonably withheld or delayed.13.2
    
    ExceptionsSection 13.1 does not apply to the following public announcement, communication or
circular:
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13.2.1
    
    made or sent by the Company, after the Closing, to a customer, client or
distributor of the Company informing the increase of the Companys registered capital
hereunder; or13.2.2
    
    required by Applicable Laws, by rules issued by a listing authority or stock
exchange on which any partys shares are listed or traded, or by a competent
Government Authority, provided that the public announcement shall be made after
consultation with the other parties and after taking into account the other parties
requirements regarding the timing, content and means of such public announcement.
 14
    
    COSTS AND TAXES14.1
    
    CostsUnless this Agreement or the relevant document provides otherwise, the Company
shall pay all the costs relating to the negotiation, preparation, execution and
performance of the Agreement and related documents incurred by the Corporate Shareholders
and Party A.14.2
    
    Taxes
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Each of the Company, the Corporate Shareholders and Party A shall bear its own stamp duty
payable in the PRC in connection with the Investment under this Agreement. Unless
otherwise provided in this Agreement, each party shall be responsible for its own Tax
liabilities arising from the Investment under this Agreement.15
    
    GENERAL15.1
    
    AmendmentAn amendment to this Agreement is valid only if it is in writing and signed by each party
and, if required, approved by the relevant Approval Authorities.15.2
    
    WaiverThe failure of one party to exercise or exercise on time any right, power or privilege
provided under this Agreement or by Applicable Laws shall not be deemed a waiver thereof.
Any single or partial exercise of any right, power or privilege shall not exclude the
exercise of any other rights, powers or privileges.15.3
    
    Remedies Not ExclusiveEach partys rights and remedies contained in this Agreement are cumulative and not
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exclusive of rights or remedies provided by Applicable Laws.15.4
    
    SurvivalThe obligations contained in this Agreement shall remain in force after the Closing
unless such obligations have been fully performed or this Agreement provides otherwise.15.5
    
    SeverabilityThe invalidity, illegality or unenforceability of a provision of this Agreement does
not affect or impair the validity of the remainder of this Agreement.15.6
    
    CounterpartsThis Agreement may be executed in any number of counterparts, each of which when
executed and delivered is an original and all of which together evidence the same
agreement.15.7
    
    Further assuranceEach party agrees to perform (or procure the performance of) all such acts and things
and/or to execute and deliver (or procure the execution and delivery of) all such
documents, as may be required by law or as may be necessary or reasonably requested by
Party A for giving full effect to and giving Party A the full benefit of this Agreement
and the other Submission Documents.
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16
    
    ENTIRE AGREEMENTThis Agreement, Schedule 1 hereof and each Submission Documents constitute
the entire agreement and supersede any previous agreement between the parties relating to
the subject matter of this Agreement.17
    
    NOTICES17.1
    
    Format of noticeA notice or other communication under or in connection with this Agreement (a
Notice) shall be:
 17.1.1
    
    in writing;17.1.2
    
    in both English and Chinese languages; and17.1.3
    
    delivered personally or via a reputable international courier or by fax to the
Parties to the addressee, address or fax number set forth in Section 17.3or
to another addressee, address or fax number specified by the receiving Party no less
than five Business Days by written notice to the delivering Party.
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17.2
    
    Deemed delivery of noticeUnless there is evidence that it is received earlier, a Notice is deemed delivered
if:
 17.2.1
    
    delivered personally, when such Notice is delivered at the address set forth in
Section 17.3;17.2.2
    
    sent by a reputable international courier, three Business Days after the posting
date; and17.2.3
    
    sent by fax, when transmission is confirmed by the senders fax machine.
 18
    
    GOVERNING LAW AND JURISDICTION18.1
    
    Governing lawThis Agreement is governed by the laws of the PRC.18.2
    
    ConsultationEach of the parties shall make every reasonable effort to resolve any dispute which may
arise under or in connection with this Agreement (including a dispute regarding the
existence, validity or termination of this Agreement or the consequences of its nullity)
through consultation, and the consultation starts immediately at the time when a Party
provides the other Parties with a written notice requesting such consultation.
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18.3
    
    ArbitrationAny dispute arising under this Agreement shall be put forward in writing and should then
be settled through friendly negotiations within three (3) months. If such an agreement
cannot be reached, all disputes arising out of or in connection with this Agreement and
the other Submission Documents shall be settled and decided in accordance with the laws of
the PRC by the Arbitration Tribunal of the International Chamber of Commerce in Singapore
(ICC) according to its Rules of Arbitration by one or more arbitrators appointed in
accordance with such Rules. The language of arbitration shall be English. Each Party
hereby irrevocably waives, to the fullest extent permitted by law, any objection which it
may now or hereafter have to the assertion of personal jurisdiction by the International
Chamber of Commerce or the courts of Singapore or to the location of any arbitration
proceeding in Singapore.18.4
    
    Appointment of arbitratorsThe arbitration tribunal shall consist of three arbitrators. The parties agree that any
of the arbitrators can be appointed from or, subject to confirmation of the Chairman of
ICC, outside of ICCs Panel of Arbitrators. The Company and the Companys shareholders
shall jointly select one arbitrator and Party A shall select one arbitrator. The third
arbitrator, who shall be the presiding arbitrator, shall be jointly appointed by the
Parties. If either the Company and the Companys shareholders acting jointly or Party A
fails to select an arbitrator or the parties fail to agree on the choice of the third
arbitrator, the Chairman of ICC shall make the appointment.
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18.5
    
    Arbitration proceedings and awardThe arbitration proceedings shall be conducted in English. The arbitration award made by
ICC shall be final and binding upon the parties.18.6
    
    Interim reliefNothing in this Section 18 shall be construed as preventing any party from seeking
interim relief in any court of competent jurisdiction.18.7
    
    Effect of this Agreement during arbitrationDuring any arbitration proceedings pursuant to this Section 18, this Agreement
shall remain in full force and effect in all respects except for the matter under
arbitration and the Parties shall continue to perform their obligations hereunder, except
for those obligations involved in the matter under dispute, and to exercise their rights
hereunder.19
    
    GOVERNING LANGUAGEThis Agreement is written in both English and Chinese languages, and both versions shall
have equal force in its interpretation.
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47




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GREENHUNTER ENERGY, INC.
  
 ZHONGSHAN MINGYANG ELECTRICAL APPLIANCES CO., LTD.
  
 KEYCORP LIMITED
KEYCORP
  
 GUANGDONG MINGYANG WIND POWER TECHNOLOGY CO., LTD.
  
 FIRST BASE INVESTMENTS LIMITED
  
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ZHANG CHUANWEI (For Sections 8, 9, 10, 11, 12 and Schedule 1 only)
 
 49