EX-10.9






Exhibit 10.9




BETWEEN




SANMING CITY CHENYANG HYDROELECTRIC CO.,

LTD.



SANMING CITY FUFENG INDUSTRIAL CO., LTD.



BEIJING XUNJING INTERACTIVE TECHNOLOGY CO.,

LTD.



HUANG SHAO JIAN




YU RONG JI




ZHANG RONG BIN




SUN XIAO DONG




XIE FANG WU




YE CHANG HE




AND




CHINA HYDROELECTRIC CORPORATION









SHARE TRANSFER AGREEMENT




For




PINGNAN COUNTY WANGKENG HYDROELECTRIC




CO., LTD.

















 





CONTENTS




	 	 	 	 	 
	CHAPTER I DEFINITIONS
	 	 	8	 
	 
	Article 1 Definitions
	 	 	8	 
	 
	 	 	 	 
	CHAPTER II THE EQUITY STAKE
	 	 	10	 
	 
	 	 	 	 
	Article 2 Transfer of Equity Stake
	 	 	10	 
	Article 3 Share Transfer Price
	 	 	10	 
	Article 4 Payment
	 	 	11	 
	Article 5 Taxes Payable under the Transfer of Equity Stake
	 	 	14	 
	 
	 	 	 	 
	CHAPTER III REPRESENTATIONS AND WARRANTIES BY ALL PARTIES
	 	 	14	 
	 
	 	 	 	 
	Article 6 Representations and Warranties by All Parties
	 	 	14	 
	 
	 	 	 	 
	CHAPTER IV DISCLOSURES, REPRESENTATIONS AND WARRANTIES BY THE
TRANSFERORS
	 	 	15	 
	 
	 	 	 	 
	Article 7 Disclosures, Representations and Warranties by the Transferors
	 	 	15	 
	Article 8 General Representations and Warranties by the Transferors
	 	 	17	 
	Article 9 Ownership
	 	 	18	 
	Article 10 The Company and the Hydroelectric Station Project
	 	 	18	 
	 
	 	 	 	 
	CHAPTER V DISCLOSURES, REPRESENTATIONS AND WARRANTIES BY THE
TRANSFEREE
	 	 	28	 
	 
	 	 	 	 
	Article 11 Disclosures, Representations and Warranties by the Transferee
	 	 	28	 
	 
	 	 	 	 
	CHAPTER VI DELIVERY
	 	 	29	 
	 
	 	 	 	 
	Article 12 Delivery
	 	 	29	 
	 
	 	 	 	 
	CHAPTER VII EMPLOYEES
	 	 	31	 
	 
	 	 	 	 
	Article 13 Employees
	 	 	31	 
	 
	 	 	 	 
	CHAPTER VIII CONFIDENTIALITY
	 	 	32	 
	 
	 	 	 	 
	Article 14 Confidentiality
	 	 	32	 
	 
	 	 	 	 
	CHAPTER IX BREACH OF CONTRACT
	 	 	33	 
	 
	 	 	 	 
	Article 15 Liability for Breach of a Representation or Warranty
	 	 	33	 
	Article 16 Liability for Breach of Contract
	 	 	34	 
	 
	 	 	 	 
	CHAPTER X FORCE MAJEURE
	 	 	36	 
	 
	 	 	 	 
	Article 17 Force Majeure
	 	 	36	 
	 
	 	 	 	 
	CHAPTER XI RESOLUTION OF DISPUTES
	 	 	37	 
	 
	 	 	 	 
	Article 18 Arbitration
	 	 	37	 
	Article 19 Validity of the Arbitration Award
	 	 	37	 
	Article 20 Continuation of Rights and Obligations
	 	 	37	 
	 
	 	 	 	 
	CHAPTER XII APPLICABLE LAW
	 	 	37	 
	 
	 	 	 	 
	Article 21 Applicable Law
	 	 	37	 
	 
	 	 	 	 
	CHAPTER XIII MISCELLANEOUS
	 	 	38	 
	 
	 	 	 	 
	Article 22 Waiver
	 	 	38	 






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	Article 23 Transfer
	 	 	38	 
	Article 24 Amendment
	 	 	38	 
	Article 25 Severability
	 	 	39	 
	Article 26 Language
	 	 	39	 
	Article 27 Validity of the Text and Appendices
	 	 	39	 
	Article 28 Notification
	 	 	39	 
	Article 29 The Entire Agreement
	 	 	40	 
	 
	 	 	 	 
	APPENDIX I EXISTING DEBTS OF THE COMPANY
	 	 	43	 
	 
	 	 	 	 
	APPENDIX II LIST OF SECURITY
	 	 	46	 






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SHARE TRANSFER AGREEMENT



This Share Transfer Agreement (hereinafter referred to as this “ Agreement”) is executed by and
among the following Parties in Fuzhou City, China on August 9, 2008.





	(1)	 	Party A: China Hydroelectric Corporation (hereinafter referred to as “the Transferee”), a
company registered and established in accordance with the laws of the Cayman Islands, with its
registered address at 558 Lime Rock Road, Lime Rock, Connecticut 06039, the authorized
representative of which is John D. Kuhns, whose position is chairman and his nationality is United
States of America;
	 
	(2)	 	Party B: Sanming City Chenyang Hydroelectric Co., Ltd., a company registered and established in
accordance with the laws of the People’s Republic of China, with its registered address at Shunkeng
Hydroelectric Station, Shenkou, Sanyuan District, and the registration number of 350400100017627,
the legal representative of which is Huang Shaojian, whose nationality is People’s Republic of
China;
	 
	(3)	 	Party C: Sanming City Fufeng Industrial Co., Ltd., a company registered and established in
accordance with the laws of the People’s Republic of China, with its registered address at
5th Floor of Complex Building, Sanyuan Street, Sanyuan District, Sanming City, and the
registration number of which is 350400100017619, the legal representative of which is Lu Zipeng,
whose nationality is People’s Republic of China;
	 
	(4)	 	Party D: Beijing Xunjing Interactive Technology Co., Ltd., a company registered and established
in accordance with the laws of the People’s Republic of China, with its registered address at Room
1234, Tower C, Building 1, Zhongguancun Software Park Incubator, Dongbeiwang Road, Haidian
District, Beijing, and the registration number of which is 1101082925534, the legal representative
of which is Huang Yinghui, whose nationality is People’s Republic of China;
	 
	(5)	 	Party E: Huang Shaojian, a PRC citizen with the PRC ID card number 350427196506170058, and
domicile at Room 202, Building 11, East of Fubei Road, Sha County, Fujian Province;





 Page 4 of 48









 






	(6)	 	Party F: Yu Rongji, a PRC citizen with the PRC ID card number 35040219690820601X, and domicile
at Tower 2, No.48, Houxia, Xiakeng Village, Yangxi Township, Meilie District, Sanming City, Fujian
Province;
	 
	(7)	 	Party G: Zhang Rongbin, a PRC citizen with the PRC ID card number 352228671121001, and domicile
at No. 11, Huancheng Yi Xiang, Gufeng Town, Pingnan County, Fujian Province;
	 
	(8)	 	Party H: Sun Xiaodong, a PRC citizen with the PRC ID card number 352230197004060039, and
domicile at No.3, Park Road, Shicheng Town, Zhouning County, Fujian Province;
	 
	(9)	 	Party I: Xie Fangwu, a PRC citizen with the PRC ID card number 350124194510070012, and domicile
at No.372, Nanshan Road, Meicheng Town, Minqing County, Fujian Province;
	 
	(10)	 	Party J: Ye Changhe, a PRC citizen with the PRC ID card number 352227196004153013, and
domicile at No.026 of, Huating Street, Gufeng Town, Pingnan County, Fujian Province.




Party B, Party C, Party D, Party E, Party F, Party G, Party H, Party I and Party J are hereinafter
collectively referred to as the “Transferors”. The Transferors and Transferee are hereinafter
collectively referred to as “All Parties” as well as each of the Transferors and Transferee is
hereinafter referred to as “Party”.




WHEREAS:





	(1)	 	Pingnan County Wangkeng Hydroelectric Co., Ltd. (hereinafter referred to as “the Company”) is a
company incorporated in China, conducting the business of hydropower generation and power
development and operation with its registered capital in the amount of RMB40,800,000 and
registration number 350923100000609;




 Page 5 of 48









 












	(2)	 	Party B holds twenty two percent (22%) of the equity stake of the Company with its capital
contribution in the amount of RMB8,976,000, and can exercise all of its full rights as a
shareholder;
	 
	(3)	 	Party C holds twelve percent (12%) of the equity stake of the Company with its capital
contribution in the amount of RMB4,896,000, and can exercise all of its full rights as a
shareholder;
	 
	(4)	 	Party D holds four percent (4%) of the equity stake of the Company with its capital
contribution in the amount of RMB1,632,000, and can exercise all of its full rights as a
shareholder;
	 
	(5)	 	Party E holds fifteen point four two percent (15.42%) of the equity stake of the Company with
his capital contribution in the amount of RMB6,291,360, and can exercise all of its full rights as
a shareholder;
	 
	(6)	 	Party F holds thirteen point five eight percent (13.58%) of the equity stake of the Company
with his capital contribution in the amount of RMB5,540,640, and can exercise all of its full
rights as a shareholder;
	 
	(7)	 	Party G holds twenty percent (20%) of the equity stake of the Company with his capital
contribution in the amount of RMB8,160,000, and can exercise all of its full rights as a
shareholder;
	 
	(8)	 	Party H holds seven percent (7%) of the equity stake of the Company with his capital
contribution in the amount of RMB2,856,000, and can exercise all of its full rights as a
shareholder;
	 
	(9)	 	Party I holds four percent (4%) of the equity stake of the Company with his capital
contribution in the amount of RMB1,632,000, and can exercise all of its full rights as a
shareholder;




 Page 6 of 48









 






	(10)	 	Party J holds two percent (2%) of the equity stake of the Company with his capital
contribution in the amount of RMB816,000, and can exercise all of its full rights as a shareholder;
	 
	(11)	 	Subject to the terms and conditions set out in this Agreement, Party B is willing to transfer
twelve percent (12%) of the equity stake of the Company held by it, Party C is willing to transfer
twelve percent (12%) of the equity stake of the Company held by it, Party D is willing to transfer
four percent (4%) of the equity stake of the Company held by it, Party E is willing to transfer
fifteen point four two percent (15.42%) of the equity stake of the Company held by him, Party F is
willing to transfer thirteen point five eight percent (13.58%) of the equity stake of the Company
held by him, Party G is willing to transfer twenty percent (20%) of the equity stake of the Company
held by him, Party H is willing to transfer seven percent (7%) of the equity stake of the Company
held by him, Party I is willing to transfer four percent (4%) of the equity stake of the Company
held by him, and Party J is willing to transfer two percent (2%) of the equity stake of the Company
held by him to the Transferee, all of which represent ninety percent (90%) of the equity stake of
the Company (hereinafter referred to as the “Equity Stake”);
	 
	(12)	 	Party B, Party C, Party D, Party E, Party F, Party G, Party H, Party I and Party J all agree
to waive their pre-emptive rights over the Equity Stake;
	 
	(13)	 	The Transferee is willing to acquire ninety percent (90%) of the equity stake of the Company
from the Transferors subject to the terms and conditions set out in this Agreement;




Therefore, after friendly consultations, on the principles of equality and mutual benefit, all
Parties to this Agreement have reached the following agreement in accordance with the provisions of
the Company Law of the People’s Republic of China, the Contract Law of the People’s Republic of
China and other relevant laws and regulations of the People’s Republic of China:




 Page 7 of 48









 








CHAPTER I DEFINITIONS




Article 1 Definitions



Unless otherwise prescribed and stipulated herein, the following terms used in this Agreement shall
have the meanings set forth as follows:





The “Company” refers to Pingnan County Wangkeng Hydroelectric Co., Ltd., a limited liability
company registered and established in accordance with the laws of China, with its registration
number being 350923100000609, registered capital (paidup capital) being RMB40,800,000 and
registered address at Wangkeng Village, Tangkou Township, Pingnan County.


The “Hydroelectric Station Project” refers to Wangkeng Hydroelectric Station Project with the
installed capacity of 40,000KW, which is legally and effectively owned and operated by the Company.



The “Joint Venture Contract” refers to the Joint Venture Contract entered into between Party A and
Party B for the establishment of the Sino-foreign joint venture enterprise, Pingnan County Wangkeng
Hydroelectric Co., Ltd., which is subject to the approval by the Examination and Approval
Authority.



The “New Articles of Association” refers to the new Articles of Association of the Sino-foreign
joint venture enterprise, Pingnan County Wangkeng Hydroelectric Co., Ltd. upon the completion of
the share transfer stipulated in this Agreement, which has been approved by the Examination and
Approval Authority.



“PRC” or “China” refers to the People’s Republic of China, and insofar as this Agreement is
concerned, shall exclude Hong Kong, Macao and Taiwan.



“Claims” refers to all the claims, actions, demands, proceedings judgments liabilities, damages
amounts, costs and expenses (including legal costs and disbursements) whatsoever and howsoever
arising.




 Page 8 of 48









 










“Signing Date” refers to the date on which this Agreement is signed.




“Encumbrance” refers to any mortgage, assignment, lien, charge, pledge, title retention, right to
acquire, security interest, option, pre-emptive right, and any other restriction or conditions
whatsoever including but not limited to:




	 	(1)	 	any right or power granted or reserved in or over or affecting the Equity Stake;
	 
	 	(2)	 	the right or power created or otherwise arising in or over the Equity Stake for Transfer under
a fiduciary transfer, charge, lien, pledge, power of attorney or other forms of encumbrance; or
	 
	 	(3)	 	any security over the Equity Stake for the payment of a debt or any other monetary obligations
or the performance of any other obligations.






“Examination and Approval Authority”, pursuant to the provisions for the examination and approval
of projects which have investments by foreign investors in the PRC, refers to the relevant Chinese
government departments having authority to examine and approve this Agreement, Joint Venture
Contract, and the New Articles of Association of the Company and the transfer of the Equity Stake
contemplated in this Agreement.




“Material Adverse Change” refers to




	 	(1)	 	investigations (which may cause the Company to be punished) and penalties upon the Company by
relevant governmental authorities, which may have material impact on the normal business operation
of the Company;
	 
	 	(2)	 	involvement with any litigation, arbitration or any other judicial proceedings by the Company,
which may have material impact on the normal business operation of the Company; or
	 
	 	(3)	 	any change (or any development that, insofar as can reasonably be foreseen, is likely to result
in any change) that may cause loss to the financial




 Page 9 of 48









 






	 	 	 	conditions, business, assets or liabilities of the Company in the amount of more than RMB100,000.






“RMB” or “Renminbi” refers to the legal currency of the PRC.




“US Dollar” or “US$” refers to the legal currency of the United States of America.




“Third Party” refers to any natural person, legal entity, or other organization or entity, other
than the parties to this Agreement.




“Business Days” refers to the days on which the banks in both Beijing and New York are open for
business.



Chapter II The Equity Stake




Article 2 Transfer of Equity Stake





	 	 	 	Pursuant to the terms stipulated in this Agreement, the Transferors agree to transfer to the
Transferee and the Transferee agrees to accept from the Transferors the Equity Stake being ninety
percent (90%) of the equity stake of the Company with all the rights and obligations of and
attaching to the Equity Stake including, without limiting the generality thereof, all the rights to
receive dividends and to receive or subscribe for shares (if any) declared, paid or issued by the
Company and free of any Claims or Encumbrances.





Article 3 Share Transfer Price





	 	3.1	 	The Transferors and Transferee agree that the transfer price for the transfer of the Equity
Stake shall refer to the appraisal value of the Equity Stake given in the Valuation
Report (document number: Zhong Tuo Zheng Tai No.2008-P00055-6) issued by Zhuhai Zhongtuo Zhengtai Assets Appraisal and Land Valuation Co., Ltd. (a
qualified valuation agency). The Transferors and




 Page 10 of 48









 







	 	 	 	Transferee, after consultations, have finally determined that the price for the Equity Stake shall
be agreed at US Dollars equivalent to RMB220,500,000 (hereinafter referred to as the “Transfer
Price”). Specifically, the amount respectively payable to the Transferors shall be as follows:






Party B: US Dollars equivalent to RMB29,400,000; 

Party C: US Dollars equivalent to RMB29,400,000;




Party D: US Dollars equivalent to RMB9,800,000; 

Party E: US Dollars equivalent to RMB37,779,000;




Party F: US Dollars equivalent to RMB33,271,000; 

Party G: US Dollars equivalent to RMB49,000,000;




Party H: US Dollars equivalent to RMB17,150,000; 

Party I: US Dollars equivalent to RMB9,800,000;




Party J: US Dollars equivalent to RMB4,900,000.




	 	3.2	 	The Transfer Price shall be paid in instalments: 

The Transfer Price under this Agreement shall
be paid in two (2) instalments.
	 
	 	3.3	 	The Transferee shall pay the Transfer Price in the equivalent of US Dollars but shall ensure
that the Transferors will receive the pre-agreed amount in RMB.





Article 4 Payment





	 	4.1	 	Seventy percent (70%) of the Transfer Price, namely, RMB154,350,000, shall be paid to the
Transferors within one (1) month after this Agreement has been




 Page 11 of 48









 






	 	 	 	approved in writing by the Examination and Approval Authority and the Certificate of Approval for
Establishment of Enterprises with Foreign Investment in People’s Republic of China has been issued,
among which, RMB20,580,000 shall be paid to Party B, RMB20,580,000 to Party C, RMB6,860,000 to
Party D, RMB26,445,300 to Party E, RMB23,289,700 to Party F, RMB34,300,000 to Party G,
RMB12,005,000 to Party H, RMB6,860,000 to Party I, RMB3,430,000 to Party J.






	 	 	 	The second instalment of the Transfer Price, namely, thirty percent (30%) of the Transfer Price in
the amount of RMB66,150,000, shall be paid to the Transferors within thirty (30) Business Days
after the Foreign Invested Enterprises Business License has been issued, the alteration
registration of the Equity Stake with the local administration for industry and commerce has been
completed and the Equity Stake has been registered under the name of the Transferee, among which,
RMB8,820,000 shall be paid to Party B, RMB8,820,000 to Party C, RMB2,940,000 to Party D,
RMB11,333,700 to Party E, RMB9,981,300 to Party F, RMB14,700,000 to Party G, RMB5,145,000 to Party
H, RMB2,940,000 to Party I, RMB1,470,000 to Party J.
	 
	 	 	 	The Transferors shall provide to the Transferee with the information in relation to the bank
accounts respectively opened under the name of the Transferors in a timely fashion so as to enable
the Transferee to make the payment of the Transfer Price.
	 
	 	 	 	The obligations of the Transferee shall be deemed as having been fully fulfilled after the Transfer
Price has been fully remitted into the bank accounts respectively designated by the Transferors and
the Transferee shall not assume any responsibilities or obligations in relation to the payment of
the Transfer Price thereafter.
	 
	 	4.2	 	The Transferors hereby jointly agree and warrant that the Transferors shall remit to the bank
account designated by the Transferee in the amount of RMB7,500,000 within five (5) Business Days
from the date when the first




 Page 12 of 48









 






	 	 	 	instalment of the Transfer Price arriving at the bank accounts designated by the Transferors, which
shall be served as the guarantee deposit for the completion of the obligations stipulated in
Articles 10.26, 10.27, 10.29, 10.30 and 10.31 hereof, the discharging of the maximum amount
guarantee (with the contract number of 33905200700002044) provided by the Company for the benefit
of Fujian Dachuang Group Stone Materials Co., Ltd., the fulfilment of other obligations under this
Agreement and the quality guaranty for the Hydroelectric Station Project. In addition, each Party
of the Transferors shall assume the joint liability for the payment of such guarantee deposit. In
the event that the Company suffers from any damages or losses due to the quantity issue of the
Hydroelectric Station Project, or the Transferors are in breach of any provision of this Agreement,
the Transferee is entitled to deduct corresponding amount directly from the aforesaid guarantee
deposit as compensation to the Company and/or the Transferee until the drawdown of this guarantee
deposit. In addition, the compensation mentioned above shall not prejudice any other rights of the
Transferee and/or the Company to claim for damages against the Transferors in accordance with other
provisions hereof and PRC laws and regulations. The balance of the said guarantee deposit (if any)
shall be refunded to the Transferors within ten (10) Business Days after the discharging of the
maximum amount guarantee (with the contract number of 33905200700002044) provided by the Company
for the benefit of Fujian Dachuang Group Stone Materials Co., Ltd., and all obligations stipulated
in Articles 10.26, 10.27, 10.29, 10.30 and 10.31 hereof have been fully completed by the
Transferors as scheduled and relevant documents have been provided to the Transferee.






	 	4.3	 	Within five (5) Business Days after the Transfer Price has arrived at the bank accounts
designated by the Transferors, the Transferors shall be responsible to complete the registrations
of receiving foreign exchange for share transfer  with the local
governmental authority in charge of the administration of
foreign exchange. Within two (2) Business Days after the completion of such registrations, the
Transferors shall provide the Transferee with the original of Registration Form of Receiving
Foreign Exchange for Share Transfer .




 Page 13 of 48









 












	 	4.4	 	The Transferors shall issue the receipts to the Transferee within five (5) Business Days after
having received the Transfer Price. In the event that the Transferors fail to issue the receipts
within the prescribed time limit, the Transferee shall be entitled to claim for the liquidated
damages for the delayed performance in the amount of 0.5‰ of the Transfer Price per day. In the
event that the receipts issued by the Transferors are not in compliance with the PRC laws and
regulations which causes the Transferee and/or the Company to suffer from any damage or loss, the
Transferors shall assume joint liability for the full compensation payable to the Transferee and/or
the Company.
	 
	 	4.5	 	The profits of the Company shall be distributed in accordance with corresponding ratio of the
paid Transfer Price accounting for the Equity Stake from the actual receipt date of the Transfer
Price by the Transferors.





Article 5 Taxes Payable under the Transfer of Equity Stake





Any taxes or fees arising out of and payable pursuant to the fulfilment of the terms of this
Agreement by each of the Transferors and Transferee shall be paid by the respective Party liable
for the taxes or fees under the provisions of relevant laws and regulations of China.



Chapter III Representations and Warranties by All Parties




Article 6 Representations and Warranties by All Parties





	 	6.1	 	Prior to the signing of this Agreement, if the signing party is a company, such company shall
provide a power of attorney which authorizes its representative to sign this Agreement; if the
signing party is an individual, such individual shall provide a copy of his/her identification card
together with the original of the identification card being shown. In case of proxy, power of
attorney thereof and a copy of the identification card of the principal shall be provided.




 Page 14 of 48









 













	 	6.2	 	When signing this Agreement, the Transferors and Transferee hereby state that the documents and
information provided to any other Party or their agencies (including, without limitation, the
lawyers, valuers, financial consultants, etc.) before the Signing Date are still valid and
authentic, and confirm that where there is any discrepancy therein with the terms of this
Agreement, this Agreement shall prevail.
	 
	 	6.3	 	The Transferors and Transferee hereby agree that upon this Agreement coming into effect, the
contracts or documents pertaining to the transfer of the Equity Stake entered into between the
Transferors and the Transferee prior to this Agreement shall lapse automatically.
	 
	 	6.4	 	All Parties to this Agreement agree to strive jointly in coordinating the work pertaining to
the transfer of the Equity Stake, including but not limited to application for approvals,
registration and filing of record, etc., and the costs and expenses arising therefrom shall be
borne by the Company.




Chapter IV Disclosures, Representations and Warranties by the Transferors



Article 7 Disclosures, Representations and Warranties by the Transferors





The Transferors hereby jointly and severally represent and warrant to the Transferee that:




	 	7.1	 	All information and facts relating to the Company that is in the possession of the Transferors
or is known to any of the Transferors which will have a substantive and adverse effect on the
Transferors’ ability to fulfil any of their obligations in this Agreement or when disclosed to the
Transferee shall have a substantive effect on the willingness of the Transferee to sign and fulfil
its obligations under this Agreement, have been disclosed to the Transferee and




 Page 15 of 48









 






	 	 	 	the information provided by the Transferors to the Transferee does not contain any representation
that is untrue or misleading.






	 	7.2	 	No lawsuits, arbitrations, or other legal or administrative proceedings or governmental
investigations are on-going against the Transferors that will materially affect their ability to
sign this Agreement or fulfil their obligations under this Agreement.
	 
	 	7.3	 	As of the Signing Date, the Transferors have informed the Third Party the whole matter of the
transfer of the Equity Stake under this Agreement who are related to the Equity Stake and the
Company; and in case of any requirement for the consent of such Third Party, the Transferors have
already procured the corresponding written consent from such Third Party.
	 
	 	7.4	 	The Transferors hereby jointly undertake that none of them will take any action after the
Signing Date that will cause any adverse impact on the Company.
	 
	 	7.5	 	Regarding the documents and information provided by the Transferors to the Transferee and/or
the Transferee’s agencies (including without limitation the lawyers, valuers, financial
consultants, etc.) prior to the Signing Date, the Transferors hereby undertake that:






	 	7.5.1	 	all copies made from original documents are true and complete and that such original
documents are authentic and complete;
	 
	 	7.5.2	 	all originals supplied to the Transferee and/or the Transferee’s agencies are authentic and
complete;
	 
	 	7.5.3	 	all signatures (stamps) appearing on documents supplied to the Transferee and/or the
Transferee’s agencies as originals or copies of originals are genuine; and




 Page 16 of 48









 












	 	7.5.4	 	the Transferors have drawn to the attention of the Transferee and/or the Transferee’s
agencies all matters that are material for the Transferee to proceed with the transaction as
contemplated in this Agreement.






	 	7.6	 	At any moment of present or in the future, upon the request of the Transferee, the Transferors
shall, on its own expenses, make all efforts to carry out and/or conduct in a way which is
satisfactory to the Transferee, or to impel the Third Party to carry out and/or conduct in a way
which is satisfactory to the Transferee, any action and/or document which the Transferee reasonably
deems requisite, in order to realize the full effectiveness and implementation of this Agreement.





Article 8 General Representations and Warranties by the Transferors





	 	8.1	 	Party B, Party C and Party D are legal entities that have been duly established according to
the laws and regulations of China and they are validly and legally in existence and also operating
normally in accordance with the laws and regulations of China. Signing this Agreement and
fulfilling all of their obligations stipulated herein by Party B, Party C and Party D shall not
contravene or result in the violation of or constitute a failure to fulfil or an inability to
fulfil any of the stipulations in its respective articles of association or internal rules, any
laws, regulations, stipulations, any authorization or approval from any government body or
department or the stipulations of any contract or agreement that Party B or Party C or Party D is a
party to or is bound by.
	 
	 	8.2	 	Party E, Party F, Party G, Party H, Party I and Party J are PRC citizens with all civil
abilities to enter into this Agreement and fulfil all of their obligations stipulated herein.
Signing this Agreement and fulfilling all of their obligations stipulated herein by Party E, Party
F, Party G, Party H, Party I and Party J shall not contravene or result in the violation of or
constitute a failure to fulfil or an inability to fulfil any of the stipulations in any laws,
regulations, stipulations, any authorization or approval from any government body or




 Page 17 of 48









 






	 	 	 	department or the stipulations of any contract or agreement that Party E or Party F or Party G or
Party H or Party I or Party J is a party to or is bound by.





Article 9 Ownership





	 	9.1	 	The Transferors hereby jointly and severally undertake and warrant that: the Transferors are
the legal owners of the Equity Stake and have full authority and right to transfer the Equity Stake
to the Transferee and the Equity Stake does not involve any state-owned assets and interest.
	 
	 	9.2	 	The Transferors hereby jointly and severally undertake and warrant that: up to the First
Payment Date (inclusive), the Equity Stake is not subject to any Claims or Encumbrances (including
but not limited to any form of option, acquisition right, mortgage, pledge, guarantee, lien or any
other forms of third party rights and interest); and there is no agreement or undertaking in
existence that may result in or create any Claim or Encumbrance on the Equity Stake (including but
not limited to the aforesaid option, acquisition right, mortgage, pledge, guarantee, lien or any
other forms of third party rights and interest).
	 
	 	9.3	 	The Transferors hereby jointly and severally undertake and warrant that: no lawsuits,
arbitrations, or other legal or administrative proceedings or governmental investigations are
on-going against any party of the Transferors that will materially affect the Transferors’ ability
to sign this Agreement or fulfil the Transferors’ obligations under this Agreement.





Article 10 The Company and the Hydroelectric Station Project





The Transferors hereby jointly and severally represent and warrant to the Transferee that:



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	 	10.1	 	The Company is a legal entity duly established according to the laws of China, which is
validly and legally in existence and also operating normally in accordance with the laws and
regulations of China.
	 
	 	10.2	 	The registered capital of this Company has been fully paid up as scheduled. The Transferors
have fully fulfilled their capital contribution obligations, which have been legally verified in
accordance with relevant PRC laws. There is no withdrawal of the registered capital by the
Transferors.
	 
	 	10.3	 	The Company is the legal owner of the Hydroelectric Station Project and can enjoy the full and
complete ownership, operation right and right to profit of the Hydroelectric Station Project.
	 
	 	10.4	 	Except for the completion acceptance document of the Hydroelectric Station Project, the
development, construction and operation of the Hydroelectric Station Project have procured all
requisite approvals issued by relevant governmental authorities and are fully complied with all
relevant PRC laws and regulations and the approvals and permits issued by relevant governmental
authorities, and there is no violation of the PRC laws and regulations and approvals and permits
issued by relevant governmental authorities.
	 
	 	10.5	 	Prior to the date of the delivery of the assets, every aspect of the Hydroelectric Station
Project, including but not limited to the hydrology, geology, water flow, dam safety and hydropower
generator units, etc., is complied with the requirements for the normal power generation, and
except for normal operation losses, is free from any flaw, defect or any other problems. The volume
of the power generation of the Hydroelectric Station Project in normal years shall at least reach
the designed level. In the event that the Transferee and/or the Company incur any damage or loss
arising out of any flaw, defect or any other problem which has already existed before the transfer
of the Equity Stake, the Transferors shall be jointly liable for the full compensation on the
Transferee and/or the Company.





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	 	10.6	 	Up to the First Payment Date, the Company has never been involved in and is not currently
involved in any administrative investigations, lawsuit, arbitration, disputes, Claims or other
proceedings (no matter ongoing, pending or threatened), nor has the Company been punished, and the
Transferors can foresee that no punishment is to be made against the Company by any administrative
authorities of the PRC for the issues already existed before the transfer of the Equity Stake. Up
to the Signing Date, the Transferors have fully disclosed to the Transferee all information in
respect of environmental protection, water and soil conservation, flood prevention plan,
utilization of land (woodland), woods cutting, power generation, emigrants relocation,
fire-prevention and work safety of the Company, etc. In addition, the Transferors hereby jointly
warrant that all fees, charges, penalties and expenses payable to or being required to pay to any
PRC governmental authority have been paid off. As of the Second Payment Date, there is no such
fees, charges, penalties and expenses in default, nor is there any costs and/or expenses being
required by any PRC governmental authority to be paid for any purpose of correcting defects and/or
inappropriate actions of the Company in default. In the event that the Transferee and/or the
Company suffers from any penalty, damage, loss, etc. due to any such administrative investigations,
lawsuit, arbitration, disputes, Claims, penalties and/or other proceedings which existed before the
completion of the transfer of the Equity Stake, the Transferors shall be jointly liable for the
full compensation on the Transferee and/or the Company.
	 
	 	10.7	 	The Company legally owns all real estate (including but not limited to land, buildings, dams,
headrace, electricity power transmission lines, structures and affiliated facilities) and moveable
assets (including but not limited to machines, equipments, vehicles, furniture and office
facilities), which are requisite for its business operation and shall be not less than those real
estate and moveable assets listed out in the assets list jointly confirmed by the Transferors and
Transferee in writing. Except for the securities disclosed in Appendix II to this Agreement, the
Company has not created any other




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	 	 	 	security (including but not limited to mortgage, pledge and lien) or other Encumbrance on the real
estate and movable assets listed in the assets list jointly confirmed by the Transferors and
Transferee in writing. Prior to the date of the delivery of the assets, all material aspects of all
buildings, machines, equipments, vehicles and other assets owned by the Company are in good, safe
and operational conditions (excluding the loss from normal usage), which are anticipated not to be
repaired (excluding the daily requisite maintenance), replaced or supplemented within twelve (12)
months after the Signing Date due to the causes existed prior to the date of delivery. The
Transferors hereby warrant and undertake that commencing from the Signing Date, the real estate and
movable assets mentioned above will not suffer from any loss or damage resulting from the actions
of the Transferors or any Third Party. In the event that such real estate and movable assets suffer
from any losses or damages due to the actions of the Transferors or any Third Party, the
Transferors shall be jointly liable for the full compensation on the Transferee and/or the Company.






	 	10.8	 	The production, operation, construction and business of the Company are complied with relevant
applicable PRC laws and regulations in material aspects, including but not limited to those laws
and regulations in relation to hydropower generation, environmental protection, water and soil
conservation, flood prevention plan, design and construction of hydro projects, bidding,
utilization of woodland, woods cutting, fire-prevention, production safety and emigrants
relocation. The Transferors warrant that the environmental protection authority, water resources
authority, electricity regulatory authority, construction authority, forestry authority,
fire-prevention authority, planning authority, production safety authority and other governmental
authority will not punish the Company due to the issues of environmental protection, water and soil
conservation, water fetching, flood prevention plan, design and construction of hydro projects,
bidding, power generation, utilization of woodland, woods cutting, fire-prevention, production
safety and emigrants relocation, etc. which already existed before the Second Payment Date. In the
event that the Company suffers from any loss or damage due to the punishment by local government,




 Page 21 of 48









 






	 	 	 	environmental protection authority, water resources authority, electricity regulatory authority,
forestry authority, construction authority, fire-prevention authority, planning authority,
production safety authority or other governmental authorities, the Transferors shall fully
compensate the Transferee and/or the Company so as to hold the Transferee and/or the Company
harmless.






	 	10.9	 	The fire-prevention design of all construction projects of the Company are fully complied with
all relevant PRC laws and regulations and the relevant requirements of national fire-prevention
technical standards.
	 
	 	10.10	 	Prior to the signing of this Agreement, the Transferors have already disclosed all
information about the debts of the Company. As of the Second Payment Date, such information remains
complete, reliable, accurate and genuine. As of the Second Payment Date, all debts of the Company
have been set out in Appendix I to this Agreement, and all due principal and accrued interests have
been fully paid off. The payable principal, which will be due on or after the Second Payment Date,
and all the interests accrued after the Second Payment Date shall be assumed by the Company. The
Transferors shall assume joint liabilities for any undisclosed debts or unpaid due principal and
interests of the Company so as to hold the Transferee and the Company harmless.
	 
	 	10.11	 	The provider of the security for the benefit of the Company listed out in Appendix II to this
Agreement shall continue to provide the security for the Company in accordance with the
stipulations in relevant security contracts, and such continuous secured term shall be not less
than six (6) months after the Second Payment Date; in the event that the Transferee and/or the
Company suffer from any loss or damage due to the early cancellation or termination of such
security mentioned above, the Transferors shall assume joint liability to compensate the Transferee
and/or the Company in full.




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	 	10.12	 	As for the debts listed out in Appendix I to this Agreement, the Transferors shall do their
utmost to assist the Transferee in negotiating with relevant banks.
	 
	 	10.13	 	The Company can legally own the land use right of all the land (the total area being not less
than 681,167.68 m2) currently used by the Company, free from being sued, arbitrated,
punished or suffering from other damages or loss due to land issues. In the event that the
Transferee and/or the Company suffer from any punishment, damage or loss due to the usage of such
land, the Transferors shall assume joint liabilities to fully compensate the Transferee and/or the
Company.
	 
	 	10.14	 	The procurement of the land use right (allocated) with the State-owned Land Use Right
Certificate (the certificate No: Ping Guo Yong (2006) Zi No. 157 and the total area being
665,347.66 m2) for the land currently used by the Company is in full compliance with the
PRC laws and regulations, and all relevant taxes and fees have been fully paid off in accordance
with law. In the event that the Transferee and/or the Company suffer from any punishment, damage or
loss due to the land, the Transferors shall assume joint liabilities to fully compensate the
Transferee and/or the Company.
	 
	 	10.15	 	The procurement of the land use rights (granted) with the State-owned Land Use Right
Certificates (the certificate No: Ping Guo Yong (2006) Zi No. 156 with the total area of 9,625.31
m2 and the certificate No: Ping Guo Yong (2006) Zi No. 158 with the total area of
6,194.71 m2) for the land currently used by the Company is in full compliance with the
PRC laws and regulations, and all relevant taxes and fees (including, without limitation, the
compensation fees for land requisition, and land grant fees) have been fully paid off in accordance
with law. In the event that the Transferee and/or the Company suffer from any punishment, damage or
loss due to such land, the Transferors shall assume joint liabilities to fully compensate the
Transferee and/or the Company.




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	 	10.16	 	After the Signing Date, the Transferors shall normally operate and manage the Company until
the completion of the delivery stipulated in Chapter VI hereof and warrant that there will be no
Material Adverse Change to the operation, business and conditions of the Company.
	 
	 	10.17	 	As of the First Payment Date, the Company has not carried out any equity investment in any
other companies, enterprises, or other economic entities, etc., neither has the Company
participated in any partnership or association with any other companies, enterprises, other
economic entities or individuals. In the event that the Company suffers from any damage or loss due
to such undisclosed equity investment or partnership or association, the Transferors shall assume
joint liabilities to fully compensate the Transferee and/or the Company. The Transferors shall
accomplish the procedures for the transfer of one hundred percent (100%) of the equity stake of
Pingnan Kanghua Real Estate Development Co., Ltd. held by the Company.( a kind of long term
investment in the amount of RMB10,000,000) at a transfer price of RMB10,000,000 before the
application for approval of this Agreement is submitted to the Examination and Approval Authority.
	 
	 	10.18	 	As of the Second Payment Date, except for the securities listed out in Appendix II to this
Agreement, the Company’s assets and rights are free from any security (including but not limited to
mortgage, pledge and lien) or any other Encumbrance, neither has the Company provided any security
(including but not limited to mortgage, pledge and guarantee) for any other companies, enterprises,
economic entities or any individuals. In the event that the Company suffers from any damage or loss
due to such undisclosed security, the Transferors shall assume joint liabilities to fully
compensate the Transferee and/or the Company
	 
	 	10.19	 	As of the Second Payment Date, the Company has fully paid off all taxes required by the PRC
laws and regulations, including but not limited to enterprise income tax, value-added tax,
municipal construction tax and additional education fees. The Transferors shall assume joint
liabilities for




 Page 24 of 48









 






	 	 	 	any unpaid taxes to the Transferee and/or the Company so as to hold the Transferee and/or the
Company harmless.






	 	10.20	 	All construction projects (whether completed or under construction) of the Company, excluding
the management building erected on the reservoir area, have obtained all requisite governmental
approvals and licenses and are constructed in strict compliance with such approvals and licenses
issued by relevant governmental authorities and there are no violation thereof. In the event that
after the completion of the transfer of the Equity Stake, the Company is punished by any
governmental authority as a result of any above-mentioned issues, the Transferors shall assume
joint liabilities to fully compensate the Company and/or the Transferee.
	 
	 	10.21	 	The effectiveness of this Agreement shall not or is impossible to cause any Third Party to
terminate the contracts or agreements concluded with the Company prior to the effective date of
this Agreement (inclusive) which are still effective on such effective date.
	 
	 	10.22	 	The Company’s production technology and process are in full compliance with relevant PRC
laws, regulations, standards and norms, and there are no illegal actions of infringing upon
intellectual property rights of others, such as patent, know-how, etc. In the event that the
Company suffers from any punishment, damage or loss due to any above-mentioned illegal actions, the
Transferors shall assume joint liabilities to fully compensate the Company and/or the Transferee.
	 
	 	10.23	 	Labour Contracts between the Company and the employees who are still employed by the Company
upon the Signing Date have been legally and effectively executed. The social insurance registration
for the employees of the Company has been legally and validly carried out. The various social
insurance premiums, which shall be taken out for the employees according to relevant PRC laws and
regulations, have been fully paid up in a timely fashion, and there has not been any payment for
the employees’ social insurance premiums, salaries, and other welfares provided in PRC laws and




 Page 25 of 48









 






	 	 	 	the Company’s internal regulations in default. As of the Second Payment Date, there has not been
any situation which may cause the employees to bring labour arbitrations or lawsuits against the
Company. In the event that the Company and/or the Transferee suffer from any punishment, loss or
damage due to the aforesaid issues, the Transferors shall assume joint liabilities to fully
compensate the Transferee and/or the Company.






	 	10.24	 	As of the First Payment Date, except for the leased building provided in the Lease Contract
of the Sixth Floor of Cuiping Department Store entered into by and between Pingnan County Cuiping
Department Store Co., Ltd. and the Company, the Company does not lease any other real estate or
movable assets such as land, buildings, machines and equipments, etc.
	 
	 	10.25	 	The Company has taken out the property comprehensive insurance and additional machinery and
equipment breakdown insurance (policy number: PQZA200835092300000006), the property comprehensive
insurance and power supply liability insurance (policy number: PZFD20083509230000000001) and the
property comprehensive insurance (for its transmission line) (policy number:
PQZA200835092300000012) as reasonably required by its production and operation , all policies of
which are still valid, all the due insurance premiums of which have been paid off, and all other
material conditions of which have been fully fulfilled and observed. As of the Second Payment Date,
there is no circumstance which may have caused or may cause the invalidity of the aforesaid
insurance policies. The aforesaid insurance policies are free from any special or unusual
restrictions. As of the Second Payment Date, there have been no situations under which the Company
could claim for compensation against the insurer in accordance with the aforesaid policies.
	 
	 	10.26	 	The Transferors warrant that before the First Payment Date, all the equity stake of Pingnan
Kanghua Real Estate Development Co., Ltd. held by the Company shall be transferred to the Third
Party with the relevant costs and fees for the procedures undertaken by the Transferors. In the
event that the Transferors fail to complete such equity stake transfer as scheduled and




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	 	 	 	provide effective evidential documents, the Transferors shall assume joint liabilities to fully
compensate the Transferee and/or the Company for any loss and damage incurred therefrom.






	 	10.27	 	The Transferors warrant that before the First Payment Date, the list for all the documents
and receipts of the Company shall be submitted to the Transferee, including but not limited to the
finical vouchers, accounting books, all approvals, certificates and licenses, permits, customer
information, building ownership certificates, state-owned land use right certificates, all
contracts and agreements executed by the Company and employee information, etc.
	 
	 	10.28	 	The Transferors warrant that when the valid term of the Water Drawing Permit of the Company
is due on December 31, 2012,, the Transferors will do their best efforts to assist the Company for
the extension of the valid term of such Water Drawing Permit.
	 
	 	10.29	 	The Transferors warrant that within one (1) year from the Signing Date, the Transferors shall
complete the dam registration and safety appraisal for the dam of the Hydroelectric Station Project
in accordance with relevant PRC laws and regulations with all fees and costs borne by the
Transferors. In the event that the Transferors fail to complete such dam registration and safety
appraisal for the dam of the Hydroelectric Station Project as scheduled, the Transferors shall
assume joint liabilities to fully compensate the Transferee and/or the Company for any loss and
damage incurred therefrom.
	 
	 	10.30	 	The Transferors warrant that within one (1) year from the Signing Date, the Transferors
shall, in accordance with relevant PRC laws and regulations, accomplish the alteration
registrations of the Tax Registration Certificates (State and Local Taxes) of the Company and
deliver the originals of such altered Tax Registration Certificates to the Transferee. In the event
that the Transferors fail to obtain such altered Tax Registration Certificates as scheduled, the
Transferors shall assume joint liabilities to fully compensate




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	 	 	 	the Transferee and/or the Company for any loss and damage incurred therefrom.






	 	10.31	 	The Transferors warrant that within one (1) year from the Signing Date, the Transferors
shall, in accordance with relevant PRC laws and regulations, accomplish the entire completion
acceptance of the Hydroelectric Station Project and obtain the Completion Acceptance Certificate
with all costs and fees borne by the Transferors, and deliver the original of such Certificate to
the Transferee. In the event that the Transferors fail to accomplish such entire completion
acceptance of the Hydroelectric Station Project and obtain the Completion Acceptance Certificate as
scheduled, the Transferors shall assume joint liabilities to fully compensate the Transferee and/or
the Company for any loss and damage incurred therefrom.




Chapter V Disclosures, Representations and Warranties by the Transferee



Article 11 Disclosures, Representations and Warranties by the Transferee





The Transferee hereby represents and warrants to the Transferors that:




	 	11.1	 	The Transferee is an enterprise duly established according to the laws of the Cayman Islands
which is validly and legally in existence and also operating normally in accordance with the laws
and regulations of the Cayman Islands.
	 
	 	11.2	 	Signing this Agreement and fulfilling all of its obligations stipulated herein shall not
contravene or result in the violation of or constitute a failure to fulfil or an inability to
fulfil any of the stipulations of the Transferee’s articles of association or its internal rules,
any laws, regulations, stipulations, or any authorizations or approvals from any government body or
department or any contract or agreement that the Transferee is a party to or is bound by.




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	 	11.3	 	No lawsuits, arbitrations, or other legal or administrative proceedings or governmental
investigations, etc. are on-going against the Transferee that will materially affect its ability to
sign this Agreement or fulfil its obligations under this Agreement.





Chapter VI Delivery




Article 12 Delivery





	 	12.1	 	After the Signing Date, the Transferors and Transferee shall immediately organize and
establish a Delivery Team to actively carry out the delivery of the Company and the Hydroelectric
Station Project, etc., including but not limited to the delivery of the production, operation and
management, financial affairs, assets sorting and counting, files and documents, certificates and
licenses, approval documents, official stamps and the project constructions from the Transferors to
the Transferee.
	 
	 	12.2	 	The Transferors shall warrant to make a full and complete delivery and there shall be no
derogation between the Company’s movable assets and real estate delivered to the Transferee and
those listed out in the assets list jointly confirmed by the Transferors and Transferee in writing.
	 
	 	12.3	 	The delivery shall include, without limitation, the following:






	 	(1)	 	the delivery of all stamps of the Company, such as the official stamp, financial stamp and
contract stamp, to the Transferee;
	 
	 	(2)	 	the checking and counting of all the assets (including but not limited to the real estate and
movable assets) of the Company by the Transferors and Transferee, the formulation of the list of
the Company’s assets, and the delivery of such assets, subject to the on-site confirmation by
signing of the representatives respectively from the Transferors and Transferee; as for the
derogated assets during the assets sorting and




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	 	 	 	counting, the compensation shall be made by the Transferors in accordance with the
appraisal value;






	 	(3)	 	the delivery of the originals of all approvals, certificates and licences, permits and customer
information, and the copies of building ownership certificates, state-owned land use right
certificates to the Transferee;
	 
	 	(4)	 	the delivery of the originals of all project drawings, contracts, agreements (including but not
limited to grid connection and dispatching agreement, power sale and purchase contract, project
contracts, equipment contracts, installation contracts and materials contracts) and other files and
documents to the Transferee;
	 
	 	(5)	 	the delivery of the originals of all financial accounting books, financial vouchers and the
accounting files to the Transferee;
	 
	 	(6)	 	the technology transfer and delivery of the list concerning the units contracting the
construction works of the Hydroelectric Station Project, equipment manufacturer, design, project
supervision, quality examination and transmission lines, etc. to the Transferee; and
	 
	 	(7)	 	the delivery of all other materials and files of the Company.






	 	12.4	 	The delivery shall be fully completed within ten (10) days from the First Payment Date. In
addition, the completion of such delivery shall be subject to the written confirmation of the
Transferee. In the event that the Transferors believe the delivery has been fully completed, the
Transferors may require the Transferee in writing to confirm the completion of the delivery; within
five (5) Business Days after receiving the written requirement for the confirmation from the
Transferors, if the Transferee fails to make a written confirmation or a written objection, the
delivery shall be deemed as having been confirmed to be fully completed. In the event that the
Transferee raises written reasonable objection, the Transferors shall complete the delivery within
three (3)




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	 	 	 	Business Days commencing from the date when such written objection from the Transferee is raised.






	 	12.5	 	After the completion of the delivery, the Transferors shall provide active cooperation when
the Transferee reasonably requires further delivery in writing.
	 
	 	12.6	 	The Transferors shall make sure the continuity, stability and safety of the production and
operation of the Company during the process of the delivery.
	 
	 	12.7	 	The Transferors shall fully cooperate so as to complete the delivery. In the event that the
Transferee or the Company after the transfer of the Equity Stake suffers from any damage due to the
Transferors’ non-cooperation, the Transferors shall be jointly liable for the compensation in
accordance with law.
	 
	 	12.8	 	The Transferors warrant and undertake that, there are no unconformity in quantities and
qualities of the Hydroelectric Station Project, relevant equipments and facilities with the assets
list jointly confirmed by the Transferors and Transferee in writing. In the event that the
Transferee suffers from any loss due to the quantity and quality problems of the Hydroelectric
Station Project, equipments and etc., the Transferors shall be liable for the full compensation on
the Transferee.





Chapter VII Employees




Article 13 Employees





	 	13.1	 	Upon the completion of the transfer of the Equity Stake, the Company shall relocate current
employees of the Company in accordance with law, and the terms and conditions of their employment
including their remuneration for their employment shall be determined by reference to the current
standards in




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	 	 	 	principle and implemented in accordance with the Labour Law of the PRC, the Labour Contract Law of
the PRC and other relevant Chinese laws and regulations.






	 	13.2	 	The Company shall protect the legal rights and interests of its employees in accordance with
law.





Chapter VIII Confidentiality




Article 14 Confidentiality





	 	14.1	 	All Parties agree that unless otherwise stipulated in relevant confidentiality agreements,
with regard to the confidential and exclusive information that have been disclosed to or may be
disclosed to the other Parties by any Party to this Agreement pertaining to their respective
businesses, or financial situations and other confidential matters, all Parties to this Agreement
which have received the aforesaid confidential information (including written information and
non-written information, hereinafter referred to as “Confidential Information”) shall:






	 	14.1.1	 	Keep the aforesaid Confidential Information confidential;
	 
	 	14.1.2	 	Save for the disclosure of the Confidential Information by a Party to this Agreement to its
employees solely for the performance of their duties and responsibilities, none of the Parties to
this Agreement shall disclose the Confidential Information to any Third Party or any entity.






	 	14.2	 	The provisions of the aforesaid Article 14.1 shall not apply to Confidential Information:





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	 	14.2.1.	 	which was available to the receiving Party from the written records procured by the
receiving Party before the disclosing Party disclosed the information to the receiving Party;
	 
	 	14.2.2.	 	which has become public information by means not attributable to any breach by the
receiving Party;
	 
	 	14.2.3.	 	which was obtained, by the receiving Party from a Third Party not subject to any
confidentiality obligation affecting the said Confidential Information.






	 	14.3	 	As far as any natural person or legal entity which has been a Party to this Agreement is
concerned, notwithstanding that it has ceased to be a Party to this Agreement because of the
transfer of its rights and obligations pursuant to the terms of this Agreement, the stipulations
set out in this Chapter VIII shall remain binding on it.





Chapter IX Breach of Contract




Article 15 Liability for Breach of a Representation or Warranty





	 	15.1	 	If any representation or warranty made by any Party to this Agreement is found to be an error,
or if any fact that has or is likely to have a major or substantial effect on the signing of this
Agreement by any Party has been omitted, or if any representation or warranty is found to be
misleading or untrue in any respect, the non-breaching Party shall be entitled to require the Party
(ies) in breach for full compensation for any loss, damage, cost or expense arising from the
erroneous, omitted, misleading or untrue representation or warranty of the Party (ies) in breach or
arising from any other breach of any representation and warranty given by the Party (ies) in
breach.





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	 	15.2	 	Each representation and warranty set out in this Agreement is to be construed independently.
	 
	 	15.3	 	For the avoidance of doubt, the Transferors hereby unconditionally and irrevocably agree and
confirm that they shall be jointly liable for any liability for any breach of representation or
warranty.





Article 16 Liability for Breach of Contract





	 	16.1	 	In the event of a breach committed by any Party to this Agreement, the said defaulting Party
shall be liable to the other Party (ies) for the losses and damages or any other liabilities
arising out of that defaulting Party’s breach of contract in accordance with the provisions of this
Agreement and the laws and regulations of China. In the event that all Parties to this Agreement
commit a breach, each of the Parties shall be liable to the other Parties for the losses and
damages or any other liabilities incurred respectively.
	 
	 	16.2	 	In the event that the undisclosed issues by the Transferors prior to the signing of this
Agreement which may influence the legal existence of the Company and the Hydroelectric Station
Project, after the completion of the Equity Stake, actually influence the legal existence of the
Company or the Hydroelectric Station Project, the Transferee is entitled to apply to the
Examination and Approval Authority for the approval of the termination of this Agreement in
accordance with laws and to require the Transferors to pay one percent (1%) of the Transfer Price
as liquidated damages; in addition, the Transferee is entitled to exercise other legal remedy
rights in accordance with other provisions hereof and PRC laws and regulations.
	 
	 	16.3	 	In the event that the Transferors fail to fully accomplish the delivery in accordance with the
time limit and conditions stipulated in Chapter VI hereof and/or fail to remit the guarantee
deposit in full into the bank account designated by the Transferee in accordance with the time
limit and conditions stipulated in Article 4.2 hereof, and fail to perform or refuse to perform the
aforesaid obligations within ten (10) days after the receipt of the notification in




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	 	 	 	writing from the Transferee, the Transferors shall pay the liquidated damages in the amount of
RMB70,000,000 to the Transferee within three (3) days after the expiration of the time limit of
such notification, and the Transferee is entitled to require the Transferors to continue to perform
this Agreement . The Transferee is entitled to claim for other compensations and remedies
prescribed under PRC laws and this Agreement. The Transferors shall assume joint liabilities for
the payment of the aforesaid liquidated damages.






	 	16.4	 	Any violation of the obligations, representations and warranties under this Agreement by any
Party of the Transferors or Transferee shall constitute a breach of contract, and the defaulting
Party (ies) shall assume the liability to compensate all the losses due to the breach of contract
to the other Parties.
	 
	 	16.5	 	Any delayed performance of the obligations, representations and warranties under this
Agreement by any Party of the Transferors or Transferee shall constitute a breach of contract;
however, the delayed performance or nonperformance due to the other Party’s advance performance
obligation shall not constitute a breach of contract.
	 
	 	 	 	The defaulting Party with delay in performance of this Agreement shall pay the liquidated damages
per day in the amount of the Transfer Price multiplied by the one-year bank loan rate announced by
the People’s Bank of China to the non-defaulting Party (ies); in the event that the defaulting
Party delays to perform this Agreement over thirty (30) days, the non-defaulting Party (ies) is
entitled to apply to the Examination and Approval Authority for the approval of the termination of
this Agreement, and require the defaulting Party to pay one percent (1%) of the Transfer Price as
liquidated damages. The receipt of the liquidated damages shall not prejudice the rights of the
non-defaulting Party (ies) to claim for other remedies in accordance with other provisions of this
Agreement and the PRC laws and regulations.






	 	16.6	 	For the avoidance of doubt, the Transferors hereby unconditionally and irrevocably agree and
confirm that they shall be jointly liable for any liability for any breach of this Agreement
committed by any of the Transferors.




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Chapter X Force Majeure




Article 17 Force Majeure





	 	17.1	 	“Force Majeure” refers to earthquake, typhoon, flood, fire, war, political unrest and such
special incidents or events that are deemed to be Force Majeure occurrences under the provisions of
the relevant laws and regulations of China.
	 
	 	17.2	 	In the event of the occurrence of a Force Majeure event, the obligations of the Party to this
Agreement affected by this Force Majeure event shall cease during the period of the Force Majeure
event and any term or period set out in this Agreement to which the affected party is subject shall
automatically be extended by a period equivalent to the term or period of the Force Majeure event,
and the said Party shall not be liable for any liabilities arising out of a breach of contract as
provided for in this Agreement.
	 
	 	17.3	 	The Party claiming the occurrence of a Force Majeure event shall promptly inform the other
Party (ies) in writing, and within seven (7) days thereafter, it shall provide sufficient evidence
(issued by the notary organization or the competent authorities) for the occurrence and the
continuity of the Force Majeure event. In addition, the Party claiming the occurrence of a Force
Majeure event shall also do its best to eliminate the adverse effect of the Force Majeure event.




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Chapter XI Resolution of Disputes




Article 18 Arbitration





	 	18.1	 	Any dispute arising out of or in connection with this Agreement shall firstly be resolved
through friendly consultation. In the event that sixty (60) days after the commencement of the
friendly consultations, the dispute cannot be resolved through such means, either Party may submit
the dispute to the China International Economic and Trade Arbitration Commission in Beijing for
arbitration in accordance with its prevailing valid arbitration rules. The arbitration place shall
be in Beijing.
	 
	 	18.2	 	The arbitration tribunal shall be composed by three (3) arbitrators, and the arbitration
procedure shall be conducted in Chinese.





Article 19 Validity of the Arbitration Award





The arbitration award shall be final and binding on all Parties to this Agreement. All Parties to
this Agreement agree to be bound by the said award, and act accordingly.



Article 20 Continuation of Rights and Obligations





After a dispute has arisen and during its arbitration process, other than the disputed matter, all
Parties to this Agreement shall continue to exercise their other respective rights stipulated in
this Agreement, and continue to fulfil their other respective obligations stipulated in this
Agreement as well.



Chapter XII Applicable Law




Article 21 Applicable Law





The laws and regulations of the PRC shall govern and be binding on the establishment, validity,
interpretation and execution of this Agreement. All disputes arising out of this Agreement shall be
determined according to the laws of the PRC.



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In the event the laws of the PRC do not make provision for a certain issue relating to this
Agreement, reference shall be made to general international business practices.



Chapter XIII Miscellaneous




Article 22 Waiver





The non-exercise or delay in the exercise of an entitlement stipulated in this Agreement by any
Party to this Agreement shall not be regarded as a waiver of the said entitlement. Any single
exercise or partial exercise of an entitlement shall not rule out any future re-exercise of the
said entitlement.



Article 23 Transfer





Unless otherwise described and prescribed in this Agreement, none of the Parties to this Agreement
shall transfer or assign all or any part of this Agreement or transfer or assign that Party’s
entitlement or obligations as stipulated in this Agreement provided that it has not obtained the
consents in writing from other Parties to this Agreement in advance or the approval in writing from
the Examination and Approval Authority as required by the laws.



Article 24 Amendment





	 	24.1	 	This Agreement has been executed for the benefit of all Parties to this Agreement and their
respective lawful successor(s) and assignees, and shall have legal binding effect on them.
	 
	 	24.2	 	This Agreement shall not be amended verbally. Any amendment to this Agreement shall become
effective only upon the procurement of the written document indicating their consents signed by All
Parties and the written approval of the Examination and Approval Authority.




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Article 25 Severability





The invalidity of any term of this Agreement shall not affect the validity of other terms of this
Agreement.



Article 26 Language





This Agreement is written in both the Chinese language and the English language. In case of any
inconsistency between the Chinese text and the English text, the Chinese text shall prevail.



Article 27 Validity of the Text and Appendices





	 	27.1	 	This Agreement shall become effective upon being approved by the Examination and Approval
Authority. The Chinese text of this Agreement is executed in fifteen (15) sets of original. Each
Party shall hold one (1) set of original, and one (1) set of original shall be sent to the
Examination and Approval Authority, the competent Administration for Industry and Commerce and any
other governmental authorities as required respectively. The remaining originals shall be filed and
kept by the Company.
	 
	 	27.2	 	The English text of this Agreement shall be signed in four (4) sets.
	 
	 	27.3	 	The Appendix I and Appendix II to this Agreement shall constitute the integral part of this
Agreement, and have the same legal effect as this Agreement.





Article 28 Notification





	 	28.1	 	Unless otherwise specified and prescribed in this Agreement, any Party issuing any
notification or written communication to the other Party (ies) according to the provisions of this
Agreement shall have them written in the Chinese Language and shall send them as a letter by a
courier service company, or by facsimile. Letters sent by a courier service company will require a




 Page 39 of 48









 






	 	 	 	confirmation to be given seven (7) Business Days after handing over the notification or
communication to the courier service company. Any notification or written communication sent in
accordance with the stipulations of this Agreement shall be deemed to be effective on the date of
receipt. If the notification or communication is sent by facsimile, the date of receipt shall be
deemed to be three (3) Business Days after transmission, subject to a facsimile confirmation report
evidencing this.






	 	28.2	 	All notifications and communications shall be sent to the following addresses, until such time
when the other Party (ies) issues a written notice of any change to its address:





	 	 	 	 	 
	 

	 	The Transferee’s Address:
	 	District B, 25th Floor, New Poly Plaza, No.1,
	 

	 	 	 	North Street of Chaoyangmen,
Dongcheng District, 
Beijing, China. 
	 

	 	Telephone Number:
	 	86-10-6492-8483
	 

	 	Facsimile Number:
	 	86-10-6496-1540
	 

	 	Attention:
	 	Jin Lei
	 
	 	 	 	 
	 

	 	The Transferors’ Address:
	 	5th Floor, Cui Bai Building, Gufeng Town, Pingnan
	 

	 	 	 	County, Fujian Province
	 

	 	Telephone Number:
	 	0593-3325389
	 

	 	Facsimile Number:
	 	0593-3332259
	 

	 	Attention:
	 	Chen Guangwei






Article 29 The Entire Agreement





This Agreement constitutes the entire agreement of all Parties to this Agreement pertaining to the
transaction agreed upon in this Agreement, and shall replace all the previous discussions,
negotiations and agreements among all Parties to this Agreement in respect of the transaction of
this Agreement.



(REMAINDER OF PAGE INTENTIALLY LEFT BLANK)




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IN WITNESS WHEREOF, the duly authorised representatives of Party A, Party B, Party C and Party D,
and Party E, Party F, Party G, Party H, Party I and Party J have signed this Agreement on the date
first above written.




Party A: China Hydroelectric Corporation




Signature:                     
                    
                    




Position:




Party B: Sanming City Chenyang Hydroelectric Co., Ltd.

               (Stamp)




Signature:                     
           
                    
         




Position:




Party C: Sanming City Fufeng Industrial Co., Ltd.

               (Stamp)




Signature:                     
                    
                    




Position:




Party D: Beijing Xunjing Interactive Technology Co., Ltd.

               (Stamp)




Signature:                     
                    
                    




Position:




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Party E: Huang Shao Jian




Signature:                     
                    
                    




Party F: Yu Rong Ji




Signature:                     
                    
                    




Party G: Zhang Rong Bin




Signature:                     
                    
                    




Party H: Sun Xiao Dong




Signature:                     
                    
                    




Party I: Xie Fang Wu




Signature:                     
                    
                    




Party J: Ye Chang He




Signature:                     
                    
                    




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Appendix I Existing Debts of the Company




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Loan Contract	 	Lender	 	Balance of Loan	 	 	 	Current	 	Mortgage and/or Pledge
	No.	 	Number	 	Bank	 	(RMB)	 	Loan Term	 	Interest Rate	 	Assets
	1

	 	Ping Nong Yin Jie Zi

2002 No.25
	 	Agricultural
Bank of China,
Pingnan
County Sub-
branch
	 	 	40,000,000	 	 	December
2002 to
November 20,
2011
	 	 	7.83	%	 	The mortgage of the real estate
and movable properties of the
Hydroelectric Station Project
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	2003 Nian Ping Nan
Zi No. 0052
	 	Industrial and
Commercial
Bank of China,
Pingnan
County Sub-
branch
	 	 	17,000,000	 	 	December 25,
2003 to
December 25,
2013
	 	 	7.83	%	 	The mortgage of 110kv line
from the Hydroelectric Station
Project to Fu’an and Gantang
substation






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	 	 	Loan Contract	 	Lender	 	Balance of Loan	 	 	 	Current	 	Mortgage and/or Pledge
	No.	 	Number	 	Bank	 	(RMB)	 	Loan Term	 	Interest Rate	 	Assets
	3

	 	Ping Nong Yin Jie
Zi 
2004 No. 003
	 	Agricultural Bank of
China, Pingnan County
Sub-branch
	 	 	26,000,000	 	 	February 24, 2004
to 
October 20, 2011
	 	 	7.83	%	 	The mortgage of the real
estate and movable
properties of the
Hydroelectric Station
Project
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4

	 	2006 Nian Ping Nan
 
Zi No. 0028
	 	Industrial and Commercial
Bank of China, Pingnan
County Sub-branch
	 	 	10,000,000	 	 	May 31, 2006
to 
May 15, 2012
	 	 	7.83% ×   	(1+0.1)	 	Pledge of the right to
collect electricity fees,
the remortgage of the
real estate and movable
properties of the
Hydroelectric Station
Project,  and the maximum
amount guarantee
provided by Huang Shaojian
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5

	 	2006 Nian Ping Nan

Zi No. 0051
	 	Industrial and
Commercial Bank of
China, Pingnan
County Sub-branch
	 	 	30,000,000	 	 	July 4, 2006. to
July 3, 2014
	 	 	7.83%  ×  	(1+0.1)	 	The remortgage of the
real estate and movable
properties of the
Hydroelectric Station
Project and the maximum amount
guarantee provided by Huang Shaojian






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	 	 	Loan Contract	 	Lender	 	Balance of Loan	 	 	 	Current	 	Mortgage and/or Pledge
	No.	 	Number	 	Bank	 	(RMB)	 	Loan Term	 	Interest Rate	 	Assets
	6

	 	 	35101200700006950	 	 	Agricultural Bank
of China,
Pingnan County Sub
branch
	 	 	22,000,000	 	 	August 17, 2007 to

August 16, 2008
	 	 	7.866	%	 	The mortgage of the real
estate and movable
properties of the
Hydroelectric Station Project
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Amount (the Principal )	 	RMB 145,000,000







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Appendix II List of Security




List of Security





	1.	 	The Transferors have disclosed to the Transferee the following securities (including but not
limited to mortgage, pledge, guarantee and securities in other forms) provided by the Company for
the benefit of the Company itself:





	 	 	 	 	 	 	 	 	 
	No.	 	Security Contract Number	 	Creditor	 	Type of Security
	1

	 	Ping Nong Yin Di Zi
2004 No. 009
	 	Agricultural Bank of China, Pingnan County Sub-branch
	 	Mortgage
	 
	 	 	 	 	 	 	 	 
	2

	 	2005 Nian Ping Nan Di
Zi No. 0002
	 	Industrial and Commercial Bank of China, Pingnan
County Sub-branch
	 	Mortgage
	 
	 	 	 	 	 	 	 	 
	3

	 	2006 Nian Ping Nan Zhi
Zi No. 001
	 	Industrial and Commercial Bank of China, Pingnan
County Sub-branch
	 	Pledge of Right
	 
	 	 	 	 	 	 	 	 
	4

	 	2006 Nian Ping Nan Di
Zi No. 0001
	 	Industrial and Commercial Bank of China,
Pingnan County Sub-branch
	 	Maximum Amount Mortgage
	 
	5

	 	 	35902200700012216	 	 	Agricultural Bank of China,
Pingnan County Sub-branch
	 	Mortgage






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	2.	 	The Transferors have disclosed to the Transferee the following security (including but not
limited to mortgage, pledge, guarantee and securities in other forms) provided by the Company for
the benefit of other companies, enterprises, economic entities or individuals:





	 	 	 	 	 	 	 	 	 	 	 
	 	 	Security Contract	 	 	 	 	 	 
	The Warantee	 	Number	 	Creditor	 	Type of Security	 	Security Period
	Fujian Dachuang
Group Stone
Materials Co., Ltd.

	 	 	35905200700002044	 	 	Agricultural Bank
of China, Pingnan

County Sub-branch
	 	Maximum Amount

Guarantee
	 	October 30, 2007 to
October 14, 2010






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	3.	 	The Transferors have disclosed to the Transferee the following security (including but not
limited to mortgage, pledge, guarantee and securities in other forms) provided by the Third Party
for the benefit of the Company:





	 	 	 	 	 	 	 	 	 
	 	 	Security Contract	 	 	 	 	 	 
	Warrantor	 	Number	 	Creditor	 	Security Period	 	Type of Security
	Sanming City Fufeng
Industrial Co.,
Ltd.

	 	2006 Nian Ping Nan
Bao Zi No.0002
	 	Industrial and
Commercial Bank of
China, Pingnan
County Sub-branch
	 	May 26, 2006 to
February 26, 2015
	 	Maximum Amount

Guarantee







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