Registration Right Agreement



 Exhibit 4.5 

EXECUTION COPY 

REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 14, 2010 by and
among China Ming Yang Wind Power Group Limited, an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), each of the Persons listed on Schedule A (the
“Investors” and, individually, an “Investor”). 
 RECITALS 

A. The Holders and the Company desire to enter into this Agreement to enable the Holders from time to time to register the Ordinary
Shares that they hold. 
 B. The Holders collectively hold 100,000,000 Ordinary Shares as of the date hereof. 

AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto further agree as follows: 
 SECTION 1
INTERPRETATION 
 1.1 Definitions. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement
shall have the following meanings: 
 “ADSs” means American depositary shares representing the
Ordinary Shares. 
 “Affiliate” means, with respect to any given Person, a Person that Controls,
is Controlled by, or is under common Control with the given Person. 
 “Agreement” has the
meaning ascribed thereto in the preamble hereto. 
 “Applicable Securities Law” means
(i) with respect to any offering of securities in the United States of America, or any other act or omission within that jurisdiction, the securities law of the United States, including the Exchange Act and the Securities Act, and any
applicable law of any State of the United States, and (ii) with respect to any offering of securities in any jurisdiction other than the United States of America, or any related act or omission in that jurisdiction, the applicable laws of that
jurisdiction. 
 “Business Day” means any weekday that the banks in the PRC, Hong Kong and the
United States of America are generally open for business. 
 “Centre” has the meaning ascribed
thereto in Section 3.3(c). 
 “Commission” means with respect to any offering of securities
in the United States of America, the Securities and Exchange Commission of the United States or any other federal agency at the time administering the Securities Act. 







 “Company” has the meaning ascribed thereto in the preamble
hereto. 
 “Control” means, when used with respect to any Person, the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” have meanings correlative to the
foregoing. 
 “Depositary” means the depositary with respect to the Company’s ADSs.

 “Dispute” has the meaning ascribed thereto in Section 3.3(a). 

“Equity Securities” means any Ordinary Shares, Ordinary Share Equivalents or other voting securities of
the Company. 
 “Exchange Act” means the United States Securities Exchange Act of 1934, as
amended. 
 “Form F-1” means Registration Statement on Form F-1 promulgated by the Commission
under the Securities Act or any substantially similar form then in effect. 
 “Form F-3” means
Registration Statement on Form F-3 promulgated by the Commission under the Securities Act or any substantially similar form then in effect. 

“Form S-1” means Registration Statement on Form S-1 promulgated by the Commission under the Securities
Act or any substantially similar form then in effect. 
 “Form S-3” means Registration Statement
on Form S-3 promulgated by the Commission under the Securities Act or any substantially similar form then in effect. 

“Holders” means the Investors together with the permitted transferees and assigns of any Investor.

 “Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic
of China. 
 “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein. 

“Initial Public Offering” means an underwritten initial public offering of ADSs of the Company pursuant
to an effective Registration Statement filed under the Securities Act. 
 “Initiating Holders”
means, with respect to a request duly made to Register any Registrable Securities under Section 2.1(a) or Section 2.1(b), as the case may be, the Holders initiating such request. 

“IPO Effective Date” means the date upon which the Company closes its Initial Public Offering.

  

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 “Ordinary Shares” means the ordinary shares, par value
US$0.001 per share, of the Company. 
 “Ordinary Share Equivalents” means warrants, options and
rights exercisable for Ordinary Shares and instruments convertible or exchangeable for Ordinary Shares. 

“Party” has the meaning ascribed thereto in Section 3.3(a). 

“Person” means any natural person, corporation limited liability company, joint stock company, joint
venture, partnership, enterprise, trust, unincorporated organization or any other entity or organization. 

“Registration” means a registration effected by preparing and filing a Registration Statement and the
declaration or ordering of the effectiveness of that Registration Statement, and the terms “Register” and “Registered” have meanings correlative with the foregoing. 

“Registrable Securities” means (i) the Ordinary Shares currently held and (ii) any Equity
Securities of the Company issued upon any share split or recapitalization or as (or issuable upon the conversion or exercise of any Ordinary Share Equivalent) a dividend or other distribution with respect to, or in exchange for, or in replacement
of, the shares referenced in clause (i), excluding in all cases, however, any Equity Securities sold by a Holder in a transaction other than an assignment pursuant to Section 3.1. 

“Registration Statement” means a registration statement prepared on Forms S-3, F-3, S-1 or F-1 under the
Securities Act. 
 “Securities Act” means the United States Securities Act of 1933, as amended.

 “Underwritten Offering” has the meaning ascribed in Section 2.1(a). 

“Violation” has the meaning ascribed thereto in Section 2.6(a). 

1.2 Interpretation. For all purposes of this Agreement, except as otherwise expressly herein provided, (i) the terms defined
in Section 1 shall have the meanings assigned to them in Section 1 and include the plural as well as the singular, (ii) all references in this Agreement to designated “Sections” and other subdivisions are to the designated
Sections and other subdivisions of the body of this Agreement, (iii) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms, (iv) the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision, and (v) all references in this Agreement to designated Schedules, Exhibits and Annexes are to the
Schedules, Exhibits and Annexes attached to this Agreement. 
  

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 SECTION 2 REGISTRATION RIGHTS. 

2.1 Demand Registration Rights. 

(a) Request for Registration on Form Other Than Form F-3. Subject to the terms of this Agreement, from time to time and at any time
commencing one hundred and eighty (180) days after the IPO Effective Date, Holders holding at least ten percent (10%) of the Registrable Securities may request the Company in writing to Register Registrable Securities on a form other than
Form F-3; provided, however, that if a request for Registration is for an underwritten public offering (an “Underwritten Offering”), such request shall be subject to the requirement that the reasonably anticipated aggregate price to
the public not to be less than US$35 million. Upon receipt of such a request, the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed
Registration to all other Holders and (ii) use best efforts to cause, as soon as practicable, but in no event later than 120 days after the receipt of such written request, the Registrable Securities specified in the request, together with any
Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) Business Days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution to the public
in such jurisdictions as the Initiating Holders may reasonably request. Notwithstanding anything contrary contained herein, the Company shall not be obligated to take any action to Register or qualify Registrable Securities pursuant to this
Section 2.1(a) (x) after the Company has effected three (3) Registrations pursuant to this Section 2.1(a) or (y) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately Registered on
Form F-3 pursuant to a request made pursuant to Section 2.1(b). 
 (b) Request for Registration on Form F-3. Subject
to the terms of this Agreement, at any time after the IPO Effective Date, Holders holding at least ten percent (10%) of the Registrable Securities may request the Company in writing to Register Registrable Securities on Form F-3, so long as
(i) the Company is entitled to use such a form to Register the Registrable Securities and (ii) the proposed aggregate offering price for such Registration exceeds US$35 million. Upon receipt of such a request, the Company shall
(i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) use best efforts to cause, as soon as practicable, but
in no event later than 120 days after the receipt of such written request, the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen
(15) Business Days after the Company’s delivery of written notice, to be Registered on that form and qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably request. Notwithstanding
anything contrary contained herein, the Company shall not be obligated to take any action to Register or qualify Registrable Securities pursuant to this Section 2.1(b) if, within the six (6) month period preceding the date of such request,
the Company has either (x) already effected a Registration under any of the provisions of this Section 2.1(b) or (ii) already effected a Registration (other than a registration of securities in a transaction under Rule 145 of the
Securities Act or with respect to an employee benefit plan) in which the Holders had the opportunity to participate pursuant to Section 2.2. 

(c) Right of Deferral. Notwithstanding anything to the contrary in this Section 2.1: 

(1) The Company shall not be obligated to Register or qualify Registrable Securities for an Underwritten Offering pursuant to any of the
provisions of Section 2.1(a) if, (x) within the six (6) month period preceding the date of such request, the Company has either (i) already effected a Registration for an Underwritten Offering under any of the provisions of
Section 2.1(a) or (ii) already effected a Registration (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan) in which the Holders had the opportunity to
participate pursuant to Section 2.2, or (y) within the six (6) month period preceding the date of such request, the Company has already effected a Registration other than an Underwritten Offering under any of the provisions of
Section 2.1(a). 
  

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 (2) The Company shall not be obligated to Register or qualify Registrable Securities
pursuant to Section 2.1(a) or Section 2.1(b) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company,
it would be materially detrimental to the Company and its shareholders for a Registration Statement to be filed in the near future. Following delivery of such certificate, the Company shall have the right to defer such filing for a period not to
exceed ninety (90) days from the receipt of any request duly submitted by Holders under Section 2.1(a) or Section 2.1(b), as the case may be, or to Register Registrable Securities; provided, however, that the Company shall not utilize
this right more than once in any twelve (12) month period. 
 (d) Underwritten Offerings. If, in connection with a
request to Register Registrable Securities under the provisions of Section 2.1(a) or Section 2.1(b), the Initiating Holders seek to distribute such Registrable Securities through an Underwritten Offering, they shall so advise the Company
as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1(a) or Section 2.1(b), as the case may be. In such event, the right of any Holder to include its
Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering to the extent provided
herein. All Holders proposing to distribute their securities through such Underwritten Offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Underwritten Offering by the Company
(which underwriter or underwriters shall be reasonably acceptable to the Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders). Notwithstanding any other provision of this Agreement,
if the managing underwriter advises the Company that marketing factors (including the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant
to the Registration) require a limitation of the number of Equity Securities to be underwritten, the underwriters may exclude such number of Registrable Securities from the Underwritten Offering as required (i) after excluding any other Equity
Securities from the Underwritten Offering (including, without limitation, any Equity Securities which the Company may seek to include in the Underwritten Offering for its own account) and (ii) so long as at least twenty percent (20%) in
voting power of any Registrable Securities requested by the Holders to be included in such Underwritten Offering and Registration shall be included. If a limitation of the number of Registrable Securities is required pursuant to this
Section 2.1(d), the number of Registrable Securities that may be included in the Underwritten Offering by selling Holders shall be allocated among such Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable
Securities which the Holders would otherwise be entitled to include in the Registration. If any Holder disapproves of the terms of any Underwritten Offering, the Holder may elect to withdraw therefrom by written notice to the Company and the
underwriters delivered at least fifteen (15) Business Days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the Registration. 

 

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 2.2 Piggyback Registrations. 

(a) Registration of the Company’s Securities. Subject to Section 2.2(c), if the Company proposes to Register for its own
account any of its Equity Securities in connection with the public offering of such securities, the Company shall promptly give each Holder written notice of such Registration and, upon the written request of any Holder given within ten
(10) days after delivery of such notice, the Company shall use its best efforts to include in such Registration any Registrable Securities thereby requested by such Holder. If a Holder decides not to include all or any of its Registrable
Securities in such Registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with
respect to offerings of its securities, all upon the terms and conditions set forth herein. 
 (b) Right to Terminate
Registration. The Company shall have the right to terminate or withdraw any Registration initiated by it under Section 2.2(a) prior to the effectiveness of such Registration, whether or not any Holder has elected to participate therein. The
expenses of such withdrawn Registration shall be borne by the Company in accordance with Section 2.3. 
 (c)
Underwriting Requirements. 
 (1) In connection with any offering involving an underwriting of the Company’s Equity
Securities, the Company shall not be required to Register the Registrable Securities of a Holder under this Section 2.2 unless such Holder shall include such Registrable Securities in the underwriting and such Holder enters into an underwriting
agreement in customary form with the underwriters selected by the Company and setting forth such terms for the underwriting as have been agreed upon between the Company and the underwriters. Subject to Section 2.2(c)(2), in the event the
underwriters advise Holders seeking Registration of Registrable Securities pursuant to this Section 2.2 in writing that market factors (including the aggregate number of Registrable Securities requested to be Registered, the general condition
of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Equity Securities to be underwritten, the underwriters may exclude some or all Registrable Securities from
the Registration and underwriting after excluding any other Equity Securities from the underwriting (other than any Equity Securities which the Company may seek to include in the underwriting for its own account), and the number of Equity Securities
and Registrable Securities that may be included in the Registration and the underwriting shall be allocated (i) first, to the Company and (ii) thereafter, among the Holders requesting inclusion of their Registrable Securities in such
Registration Statement in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which the Holders would otherwise be entitled to include in the Registration. 

(2) Notwithstanding anything to the contrary in this Section 2.2(c), in connection with any offering involving an underwriting of
the Company’s Equity Securities, in no event shall the underwriters exclude any Registrable Securities which Holders may seek to include in such Registration and underwriting under this Section 2.2 unless at least twenty percent
(20%) in voting power of any Registrable Securities requested by the Holders to be included in such underwriting and Registration shall be included, unless such offering is the Company’s Initial Public Offering in which case the selling
Holders may be excluded beyond this amount if the underwriters make the determination described above. 
  

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 (3) If any Holder disapproves of the terms of any underwriting, the Holder may elect to
withdraw therefrom by written notice to the Company and the underwriters delivered at least fifteen (15) Business Days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from the
underwriting shall be withdrawn from the Registration. 
 (d) Exempt Transactions. The Company shall have no obligation
to Register any Registrable Securities under this Section 2.2 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share plan, (ii) relating to a corporate
reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable), or (iii) on any form that does not include substantially the same information as would be
required to be included in a Registration Statement covering the sale of the Registrable securities. 
 (e) Registration
pursuant to this Section 2.2 shall not be deemed to be a demand registration as described in Section 2.1. There shall be no limit on the number of times the Holders may request Registration of Registrable Securities under this
Section 2.2. 
 2.3 Expenses. All expenses incurred in connection with Registrations, filings or qualifications
pursuant to this Agreement, including, without limitation, (i) any underwriting, brokerage or similar commissions, compensation, discounts or concessions paid or allowed by the Company incurred or to be incurred by the selling Holders in
connection with such issue or sale, (ii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any
underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement (excluding expenses or costs in respect of Company employees in connection therewith), (iii) all fees and
expenses incurred in connection with the listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, (iv) all fees and expenses of the Depositary relating to the deposit of the Registrable Securities into the
deposit facility and issuance by the Depositary of shares or receipts representing such Registrable Securities, (v) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company specifically
related to such Registration, including the expenses of any special audits or “comfort” letters required by or incident to such performance and compliance, (vi) the fees and expenses of share registry or custodian, (vii) the
reasonable fees and disbursements of counsel representing the Holders of Registrable Securities, and (viii) all U.S. federal, “blue sky” and all foreign registration, filing and qualification fees, accounting fees, and fees and
disbursements of counsel for the Company (but excluding underwriters’ discounts and commissions relating to shares sold by the Holders), shall be borne by the Holders (allocated pro rata based on the Registrable Securities included in such
Registration); provided, however, that (i) where an offering of securities includes a primary offering by the Company, the Holders shall bear the pro rata portion of expenses attributable to them based on the number of the Registrable
Securities included in such Registration (for the avoidance of doubt, any such fees or expenses that are incurred entirely as a result of sales by the selling shareholders shall be borne on a pro rata basis with regard only to the Registrable
Securities offered by the selling Holders in the aggregate and not by the Company) and (ii) the Company shall use commercially reasonable efforts to minimize the amount of such expenses. 

 

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 2.4 Obligations of the Company. Subject to the provisions of Section 2.3 hereof,
whenever required to effect the Registration of any Registrable Securities under this Agreement, the Company shall, as expeditiously as reasonably possible: 

(a) Registration Statement. Prepare and file with the Commission a Registration Statement with respect to those Registrable
Securities, use its commercially reasonable efforts to cause such Registration Statement to become effective and keep such Registration Statement effective until the distribution contemplated in the Registration Statement has been completed.

 (b) Amendments and Supplements. Prepare and file with the Commission such amendments and supplements to such
Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of Applicable Securities Law with respect to the disposition of all securities covered by such
Registration Statement. 
 (c) Prospectuses. Furnish to the Holders such number of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Applicable Securities Law, and such other documents as such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are
included in such Registration. 
 (d) Blue Sky. Use its commercially reasonable efforts to register and qualify the
securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided, however, that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. 

(e) Underwriting. In the event of any Underwritten Offering, enter into and perform its obligations under an underwriting
agreement in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. 

(f) Opinion and Comfort Letter. In the event of any Underwritten Offering, furnish, at the request of any Holder requesting
Registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through
underwriters, on the date that the Registration Statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such Registration, in form and
substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a “comfort” letter dated as of
such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable Securities. 
  

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 (g) Transfer Agent and CUSIP. Provide a transfer agent and registrar for all
Registrable Securities Registered pursuant to the Registration Statement and, where applicable, a CUSIP number for all those Registrable Securities, in each case not later than the effective date of the Registration. 

(h) Notification. Notify Holders that participate in the Registration at any time when a prospectus relating thereto is required
to be delivered under Applicable Securities Laws of (i) the issuance of any stop order by the Commission, or (ii) the happening of any event as a result of which any prospectus included in the Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. 

(i) Further Actions. Take all reasonable action necessary to: (i) cause the Depositary to accept the deposit of the
Registrable Securities into the deposit facility to issue ADSs (or receipts) representing such Registrable Securities and to issue the related ADRs; (ii) cause the Depositary to register with the Commission (to the extent necessary) such ADSs;
and (iii) list the Registrable Securities on the primary exchange upon which the Company’s securities are traded. 

2.5 Obligations of Holders. It shall be a condition precedent to the obligations of the Company to Register the Registrable
Securities of any Holder pursuant to this Section 2 that the selling Holder shall promptly furnish to the Company such information regarding itself, the Registrable Securities held thereby and the intended method of disposition of such
securities as the Company may from time to time reasonably request in writing and as shall be required to timely effect the Registration of such Holder’s Registrable Securities. 

2.6 Indemnification. In the event any Registrable Securities are included in a Registration Statement under this Section 2:

 (a) Company Indemnity. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, its
partners, officers, directors, any underwriter (as defined in the Securities Act) for such Holder and each Person, if any, who controls (as defined in the Securities Act) such Holder or underwriter against any losses, claims, damages, or liabilities
(joint or several) to which they may become subject under laws which are applicable in connection with any Registration, qualification, or compliance, of the Company’s securities insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): 

(1) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any
preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; 
 (2) the omission or
alleged omission to state in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, a material fact required to be stated therein, or necessary to make the
statements therein not misleading; or 
 (3) any violation or alleged violation by the Company of Applicable Securities Laws, or
any rule or regulation promulgated under Applicable Securities Laws; 
  

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 and the Company will reimburse each such Holder, its partner, officer, director, underwriter or controlling
Person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this
Section 2.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall
the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such Registration by such Holder, underwriter or controlling Person of such Holder. 
 (b)
Holder Indemnity. To the extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the Company, its officers, directors, any underwriter (as defined in the Securities Act) for such Holder, any
other Holder selling securities in such Registration Statement and each Person, if any, who controls (as defined in the Securities Act) the Company, underwriter or other Holder against any losses, claims, damages, or liabilities (joint or several)
to which they may become subject under laws which are applicable in connection with any Registration, qualification, or compliance, of the Company’s securities insofar as such losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such
Registration by such Holder; and each such Holder will reimburse each person intended to be indemnified pursuant to this Section 2.6(b) for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating
or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 2.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), nor shall any indemnity under this Section 2.6(b) exceed the net proceeds from the offering received by such Holder, except in
the case of fraud or willful misconduct by such Holder. 
 (c) Notice. Promptly after receipt by an indemnified party
under this Section 2.6 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.6, deliver
to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly
noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain one separate counsel (plus local counsel), with the fees and expenses to be paid by
the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within thirty (30) days of the commencement of any such action shall relieve such indemnifying party of liability to the indemnified
party under this Section 2.6 to the extent the indemnifying party is materially prejudiced as a result thereof, but the omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 2.6. 
  

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 (d) Contribution. If any indemnification provided for in this Section 2.6 is
held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and
of the indemnified party, on the other, in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the indemnifying
party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. 

(e) Survival. The obligations of the Company and Holders under this Section 2.6 shall survive the completion of any offering
of Registrable Securities in a Registration Statement, regardless of the expiration of any statutes of limitation or extensions of such statutes. 

2.7 Termination of the Company’s Obligations. The Company shall not be obligated under this Section 2 to Register any
Registrable Securities which a Holder proposes to sell after three (3) years following the consummation of the Company’s Initial Public Offering, or, if, in the reasonable opinion of counsel to the Company confirmed in writing to the
Holders and the Depositary, all such Registrable Securities proposed to be sold may then be sold without registration and without restriction (including volume limitations) pursuant to Rule 144 under the Securities Act. 

2.8 Rule 144 Reporting. With a view to making available the benefits of Rule 144 promulgated under the Securities Act and any
comparable provision of Applicable Securities Law which may at any time permit the sale of the Registrable Securities to the public without registration or pursuant to a registration on Form S-1, F-1, S-3 or F-3, the Company agrees to: 

(a) Make and keep current public information available, as contemplated in Rule 144(c) under the Securities Act, at all times after the
effective date of the Registration Statement filed by the Company for the Company’s Initial Public Offering; 
 (b) File
with the Commission in a timely manner all reports and other documents required of the Company under Applicable Securities Law; and 

(c) So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by
the Company as to its compliance with the reporting requirements of all Applicable Securities Laws (at any time after the Company has become subject to such reporting requirements), or whether it qualifies as a registrant whose securities may be
resold pursuant to Form S-3 or F-3, (ii) a copy of the most recent annual or, if available, quarterly report, of the Company and such other reports and documents as may be filed by the Company with the Commission, and (iii) such other
information, reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the Commission that permits the selling of any such securities without registration (at any time after the Company
has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 or F-3 (at any time after the Company so qualifies to use such form). 

 

 11 








 SECTION 3 MISCELLANEOUS 

3.1 Binding Effect; Assignment. 

(a) Notwithstanding anything herein to the contrary, the rights of any Holder under this Agreement may be assigned or transferred (but
only with all related obligations) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; or (ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or
more of such Holder’s Immediate Family Members; or (iii) after such transfer, holds at least 2,000,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other
recapitalizations), in each case if (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such rights are
being assigned and (y) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement. From the time of such transfer or assignment, for all purposes of each section of this Agreement,
such transferee or assignee shall be treated as a “Holder”, as the case may be. 
 (b) This Agreement shall be binding
upon and shall be enforceable by each party, its successors and permitted assigns. Except as provided in Section 3.1(a) and Section 3.1(b), no party may assign any of its rights or obligations hereunder without the prior written approval
of the other parties. 
 3.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York. 
 3.3 Dispute Resolution. 

(a) Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the
interpretation, breach, termination or validity hereof, shall be resolved at the first instance through consultation between the representatives appointed by the highest ranking corporate officer of the Company and a representative selected by a
majority of the Registrable Securities outstanding at the time of such dispute (provided, however, that any dispute as to any particular Registration Statement shall be resolved by a representative selected by the Holders representing a majority of
the Registratable Securities included in such Registration Statement) (each a “Party”). Such consultation shall begin immediately after either Party has delivered to the other Party a written notice for such consultation.

 (b) If the Dispute is not resolved within sixty (60) days following the date on which such notice is given, the Dispute
shall be submitted to arbitration upon the request of either Party with notice to the other Party (the “Arbitration Notice”). 
  

 12 








 (c) The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong
International Arbitration Centre (the “Centre”). There shall be three (3) arbitrators. The claimants in the Dispute shall collectively choose one arbitrator, and the respondents shall collectively choose one arbitrator. The
Secretary General of the Centre shall select the third arbitrator, who shall be qualified to practice law in the State of New York. If any of the members of the arbitral tribunal have not been appointed within thirty (30) days after the
Arbitration Notice is given, the relevant appointment shall be made by the Secretary General of the Centre. 
 (d) The
arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the Arbitration Rules of the United Nations Commission on International Trade Law, as in effect at the time of the arbitration. However, if such rules are in
conflict with the provisions of this Section 3.3, including the provisions concerning the appointment of arbitrator, the provisions of this Section 3.3 shall prevail. 

(e) Each Party shall cooperate with the other in making full disclosure of and providing complete access to all information and documents
requested by the other in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such Party. 

(f) The arbitrator shall decide any dispute submitted by the parties to the arbitration strictly in accordance with the substantive law
of the State of New York and shall not apply any other substantive law. 
 (g) The award of the arbitration tribunal shall be
final and binding upon the Parties, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award. 

(h) Either Party shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending
the constitution of the arbitral tribunal. 
 (i) During the course of the arbitration tribunal’s adjudication of the
dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication. 
 (j)
The cost of arbitration (including legal, accounting and other professional fees and expenses reasonably incurred, by any prevailing Party with respect to the investigation, collection, prosecution and/or defense of any claim in the Dispute) shall
be borne pro rata by each losing Party. 
 3.4 Amendments; Termination. This Agreement and its provisions may be amended,
changed, waived, discharged or terminated only by a writing signed by each of (i) the Company and (ii) the Holders representing seventy-five percent (75%) in voting power of Registrable Securities then outstanding. Any amendment,
change, waiver, discharge or termination effected in accordance with the preceding sentence shall be binding upon each of the parties hereto and their successors and permitted assigns. Without limiting the foregoing, any party hereto may in writing
waive any right that it individually holds hereunder without seeking the prior consent of any other party hereto. This Agreement shall automatically terminate when all Holders cease to hold any Registrable Securities. 

 

 13 








 3.5 Notices. All notices, claims, certificates, requests, demands and other
communications under this Agreement shall be made in writing and shall be delivered to any party hereto by hand or sent by facsimile, or sent by the electronic mail system reputable overnight courier services at the address given for such party on
the signature pages hereof (or at such other address for such party as shall be specified by like notice), and shall be deemed given when so delivered by hand, or if sent by facsimile, upon receipt of a confirmed transmittal receipt, or if sent by
overnight courier, five (5) calendar days after delivery to or pickup by the overnight courier service. 
 3.6 Further
Assurances. Each Party shall do and perform, or cause to be done and performed, all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as the other Party may reasonably
request to give effect to the terms and intent of this Agreement. 
 3.7 Entire Agreement. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior written or oral understandings or agreements. 

3.8 Severability. If any provision of this Agreement shall be held invalid or unenforceable to any extent, the remainder of this
Agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 
 3.9 Remedies
Cumulative. The rights and remedies available under this Agreement or otherwise available shall be cumulative of all other rights and remedies and may be exercised successively. 

3.10 Counterpart Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same instrument. 
 3.11 No Third Party Beneficiary. Except as
contemplated in Section 2.6, nothing in this Agreement is intended to confer upon any Person other than the parties hereto and their respective successors and permitted assigns any rights, benefits, or obligations hereunder. 

[Signature pages follow.] 
  

 14 








 IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to
execute this Agreement as of the first date written above. 
  

			
	CHINA MINY YANG WIND POWER GROUP LIMITED
		
	By:	 	
 




		 	Name: Chuanwei Zhang
		 	Capacity: Chairman
	
	Address for notice:
	 Jianye Road, Ming Yang Industrial Park

	 National Hi-Tech Industrial Development

	 Zone, Zhongshan 528437, Guangdong,

	 P.R. China

	Attn:	 	 Chuanwei Zhang

	Tel:	 	 0760 28138888

	Fax:	 	 0760 28138889




[Registration Rights Agreement] 








			
	CLARITY CHINA PARTNERS, L.P.
		
	By:	 	
 




		 	Name:
		 	Capacity:
	
	Address for notice:
	  

	  

	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax:	 	  




[Registration Rights Agreement] 








			
	CLARITY CHINA PARTNERS (AI), L.P.
		
	By:	 	
 




		 	Name:
		 	Capacity:
	
	Address for notice:
	  

	  

	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax:	 	  




[Registration Rights Agreement] 








			
	CLARITY MY CO-INVEST, L.P.
		
	By:	 	
 




		 	Name:
		 	Capacity:
	
	Address for notice:
	  

	  

	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax:	 	  




[Registration Rights Agreement] 








			
	CHINA OPPORTUNITY S.A. SICAR
		
	By:	 	
 




		 	Name: Niccolo Magnoni
		 	Capacity: Chairman
	
	Address for notice:
	 HK Office

	 Suite 4001, 40/F Central Plaza

	 18, Harbour Road

	 WANCHAI, HK

	Attn:	 	   –

	Tel:	 	 +852 3620 2800

	Fax:	 	 +852 3621 0331




[Registration Rights Agreement] 








			
	ICBC INTERNATIONAL INVESTMENT MANAGEMENT LIMITED
		
	By:	 	
 




		 	Name: Ma Kin Kan
		 	Capacity: Director
	
	Address for notice:
	 Level 18, Three Pacific

	 Place, 1 Queen’s Rd East

	 Hong Kong

	Attn:	 	 Ken Ma

	Tel:	 	 +852 26833888

	Fax:	 	 +852 26833400




[Registration Rights Agreement] 








			
	SCGC CAPITAL HOLDING COMPANY LIMITED
		
	By:	 	
 




		 	Name:
		 	Capacity:
	
	Address for notice:
	  

	  

	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax:	 	  




[Registration Rights Agreement] 








			
	IRONMONT INVESTMENT CO., LTD.
		
	By:	 	
 




		 	Name: Cheng Xie
		 	Capacity: Managing director
	
	Address for notice:
	 17th Floor, Tower A, 1518 Minsheng Road,

	 Shanghai, China 200135

	Attn:	 	 Cheng Xie

	Tel:	 	 86 21 6104 2997

	Fax:	 	 86 21 6104 3520




[Registration Rights Agreement] 








			
	ACE AMBITION INTERNATIONAL LIMITED
		
	By:	 	
 




		 	Name: Jun Zhao
		 	Capacity:
	
	Address for notice:
	 Room 1005A

	 China Resources Building

	 No. 8, Jianguomenbei Avenue

	 Beijing 100005

	 P.R. China

	Attn:	 	 Jun Zhao

	Tel:	 	 (86-10) 8519-2121

	Fax:	 	 (86-10) 8519-2100




[Registration Rights Agreement] 








			
	MERRILL LYNCH PCG, INC.
		
	By:	 	
 




		 	Name: Martin McInerney
		 	Capacity: Vice President
	
	Address for notice:
	 250 Vesey Street

	 World Financial Center North Tower 23rd Fl

	 New York, New York 10080

	Attn:	 	 Martin McInerney

	Tel:	 	 (212) 449-7362

	Fax:	 	 (212) 738-2669

		
	cc:	 	 Min Lin

		 	 Merrill Lynch Asian Pacific

		 	 15F, Citibank Tower

		 	 3 Garden Road, Central, Hong Kong




[Registration Rights Agreement] 








			
	FAITH CROWN INVESTMENTS LIMITED
		
	By:	 	
 




		 	Name: Ma Jinping
		 	Capacity: MD
	
	Address for notice:
	
29th
 Floor, No. 1 Tower

	 Baifu International Building, No. 20 Gongti

	 East Road, Chaoyang District, Beijing

	 China

	Attn:	 	 Ma Jinping

	Tel:	 	 01065955868 01065958855

	Fax:	 	 01065955158




[Registration Rights Agreement] 








					
	MITSUI & CO., LTD.
		
	By:	 	
 




		 	Name:	 	Osamu Nagao
		 	Capacity:	 	General Manager
		 		 	Principal Investment Div.
	
	Address for notice:
	 2-1, Otemachi 1-Chome,

	 Chiyoda-Ku, Tokyo

	 Japan

	Attn:	 	  

	Tel:	 	 81-3-3285-3511

	Fax:	 	 81-3-3285-9809




[Registration Rights Agreement] 








			
	CHAN PING CHE
		
	By:	 	
 




	
	Address for notice:
	 4/F., Wayson Commercial Building,

	 28 Connaught Road West,

	 Hong Kong.

	Attn:	 	  

	Tel:	 	 2559-2065

	Fax:	 	 2858-3744




[Registration Rights Agreement] 








			
	CHAN PING YEE
		
	By:	 	
 




	
	Address for notice:
	 4/F., Wayson Commercial Building,

	 28 Connaught Road West,

	 Hong Kong.

	Attn:	 	  

	Tel:	 	 2559-2065

	Fax:	 	 2858-3744




[Registration Rights Agreement] 








			
	RICH WIND ENERGY THREE CORP.
		
	By:	 	
 




		 	Name:
		 	Capacity:
	
	Address for notice:
	  

	  

	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax:	 	  




[Registration Rights Agreement] 








			
	FIRST WINDY INVESTMENT CORP.
		
	By:	 	
 




		 	Name:
		 	Capacity:
	
	Address for notice:
	  

	  

	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax:	 	  




[Registration Rights Agreement] 








			
	SECOND WINDY INVESTMENT CORP.
		
	By:	 	
 




		 	Name:
		 	Capacity:
	
	Address for notice:
	  

	  

	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax:	 	  




[Registration Rights Agreement] 








			
	THIRD WINDY INVESTMENT CORP.
		
	By:	 	
 




		 	Name:
		 	Capacity:
	
	Address for notice:
	  

	  

	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax:	 	  




[Registration Rights Agreement] 








			
	BEST JOLLY INVESTMENTS LIMITED
		
	By:	 	
 




		 	Name:
		 	Capacity:
	
	Address for notice:
	  

	  

	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax:	 	  




[Registration Rights Agreement] 








			
	HUIMING INVESTMENT CO., LTD.
		
	By:	 	
 




		 	Name:
		 	Capacity:
	
	Address for notice:
	  

	  

	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax:	 	  




[Registration Rights Agreement] 








			
	SUN CROWN INVESTMENTS LIMITED
		
	By:	 	
 




		 	Name:
		 	Capacity:
	
	Address for notice:
	  

	  

	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax:	 	  




[Registration Rights Agreement] 








			
	WEI ER INVESTMENT PTE. LTD.
		
	By:	 	
 




		 	Name:
		 	Capacity:
	
	Address for notice:
	  

	  

	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax:	 	  




[Registration Rights Agreement] 








			
	POWERICH DEVELOPMENT LIMITED
		
	By:	 	
 




		 	Name:
		 	Capacity:
	
	Address for notice:
	  

	  

	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax:	 	  




[Registration Rights Agreement] 








			
	EAPARD INVESTMENT MANAGEMENT CO. LTD.
		
	By:	 	
 




		 	Name:
		 	Capacity:
	
	Address for notice:
	  

	  

	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax:	 	  




[Registration Rights Agreement] 








			
	LEAD SUCCESS GROUP LIMITED
		
	By:	 	
 




		 	Name: Alvin Li
		 	Capacity: Director
	
	Address for notice:
	 34/F., Two Pacific Place,

	 88 Queensway, Admiralty, Hong kong

	Attn:	 	 Mr. Nelson Wei / Mr. Jaime Chou

	Tel:	 	 (00852) 25322524 / 25326764

	Fax:	 	 (00852) 25374538




[Registration Rights Agreement] 








			
	YANE QIU
		
	By:	 	
 




	
	Address for notice:
	  

	  

	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax:	 	  




[Registration Rights Agreement] 








			
	PENG KANG YI
		
	By:	 	
 




	
	Address for notice:
	  

	  

	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax:	 	  




[Registration Rights Agreement] 








			
	TUNG WAI FUNG
		
	By:	 	
 




	
	Address for notice:
	  

	  

	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax:	 	  




[Registration Rights Agreement] 







 Schedule A – Investors 

 

	1.	Clarity China Partners, L.P., an exempted limited partnership duly formed and validly existing under the laws of the Cayman Islands 


 

	2.	Clarity China Partners (AI), L.P., an exempted limited partnership duly formed and validly existing under the laws of the Cayman Islands 


 

	3.	Clarity MY Co-Invest, L.P., an exempted limited partnership duly formed and validly existing under the laws of the Cayman Islands 


 

	4.	China Opportunity S.A. SICAR, a company incorporated under the laws of the Grand Duchy of Luxembourg 


 

	5.	ICBC International Investment Management Limited, a company incorporated under the laws of the British Virgin Islands 


 

	6.	SCGC Capital Holding Company Limited, a company incorporated under the laws of the British Virgin Islands 


 

	7.	Ironmont Investment Co., Ltd., a company incorporated under the laws of the Cayman Islands 


 

	8.	Ace Ambition International Limited, a company incorporated under the laws of the British Virgin Islands 


 

	9.	Merrill Lynch PCG, Inc., a company incorporated under the laws of the State of Delaware 


 

	10.	Faith Crown Investments Limited, a company incorporated under the laws of the British Virgin Islands 


 

	11.	Mitsui & Co., Ltd., company incorporated under the laws of Japan 

  


	12.	Chan Ping Che, an individual residing in Hong Kong 

  

	13.	Chan Ping Yee, an individual residing in Hong Kong 

  

	14.	Rich Wind Energy Three Corp., a company incorporated under the laws of the British Virgin Islands 


 

	15.	First Windy Investment Corp., a company incorporated under the laws of the British Virgin Islands 


 

	16.	Second Windy Investment Corp., a company incorporated under the laws of the British Virgin Islands 


 

	17.	Third Windy Investment Corp., a company incorporated under the laws of the British Virgin Islands 


 

	18.	Best Jolly Investments Limited, a company incorporated under the laws of the British Virgin Islands 









	19.	Huiming Investment Co., Ltd., a company incorporated under the laws of the British Virgin Islands 


 

	20.	Sun Crown Investments Limited, a company incorporated under the laws of the British Virgin Islands 


 

	21.	Wei Er Investment Pte. Ltd., a company incorporated under the laws of Singapore 


 

	22.	Powerich Development Limited, a company incorporated under the laws of the British Virgin Islands 


 

	23.	Eapard Investment Management Co. Ltd., a company incorporated under the laws of the British Virgin Islands 


 

	24.	Lead Success Group Limited, a company incorporated under the laws of the British Virgin Islands 


 

	25.	Yane Qiu, an individual residing in Canada 

  

	26.	Peng Kang Yi, an individual residing in Hong Kong 

  

	27.	Tung Wai Fung, an individual residing in Hong Kong