EX-4.13






Exhibit 4.13




SHARE MORTGAGE




DATED 13 FEBRUARY 2009




BETWEEN




CYBER POWER GROUP LIMITED

as Mortgagor




and




GOLD SUN DAY LIMITED

as Mortgagee









 









 





CONTENTS




	 	 	 	 	 
	Clause	 	Page
	1. Interpretation
	 	 	1	 
	2. Creation of Security
	 	 	2	 
	3. Representations — general
	 	 	3	 
	4. Restrictions on dealings
	 	 	5	 
	5. Security Assets
	 	 	6	 
	6. When Security becomes enforceable
	 	 	8	 
	7. Enforcement of Security
	 	 	9	 
	8. Receiver
	 	 	10	 
	9. Powers of Receiver
	 	 	10	 
	10. Application of proceeds
	 	 	12	 
	11. Expenses and indemnity
	 	 	12	 
	12. Delegation
	 	 	12	 
	13. Further assurances
	 	 	13	 
	14. Power of attorney
	 	 	13	 
	15. Preservation of security
	 	 	13	 
	16. Miscellaneous
	 	 	15	 
	17. Release
	 	 	16	 
	18. Severability
	 	 	16	 
	19. Notices
	 	 	16	 
	20. Language
	 	 	17	 
	21. Amendments and Waivers
	 	 	18	 
	22. Set-off
	 	 	18	 
	23. Pro-Rata Sharing
	 	 	18	 
	24. Changes to the Parties
	 	 	18	 
	25. Counterparts
	 	 	19	 
	26. Governing law
	 	 	19	 
	27. Enforcement
	 	 	19	 
	 
	 	 	 	 
	Schedules
	 	 	 	 
	 
	 	 	 	 
	1. Form of Transfer Documents
	 	 	21	 
	2. Form of Resignation Letter
	 	 	23	 
	3. Form of Written Resolutions of Directors
	 	 	24	 
	4. Form of Authorisation Letter
	 	 	25	 
	5. Form of Accession Deed
	 	 	26	 
	 
	 	 	 	 
	Signatories
	 	 	27	 







 









 







THIS DEED is dated 13 February 2009 between:





	(1)	 	CYBER POWER GROUP LIMITED, a company incorporated under the laws of the British Virgin
Islands with its registered office at PO Box 957, Offshore Incorporation Centre, Road Town,
Tortola, British Virgin Islands and registration number 1438376 (the Mortgagor);
	 
	(2)	 	GOLD SUN DAY LIMITED as security agent for itself and any other Finance Party appointing it
as security agent from time to time (the Mortgagee).




BACKGROUND:





	(A)	 	The Mortgagor enters into this Deed in connection with the Credit Agreement and the Guarantee
and Undertaking (as defined below).
	 
	(B)	 	The Mortgagor has also executed a Guarantee Acknowledgment in respect of its obligations
under the Guarantee and Undertaking.




IT IS AGREED as follows:





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions






In this Deed:




Accession Deed means a deed by which a new Finance Party becomes a party to this Deed,
substantially in the form of Schedule 5 (Form of Accession Deed), with such amendments as
the Mortgagee may approve or reasonably require.




Event of Default has the meaning given to that term under the Finance Documents.




Finance Document has the meaning given to that term in the Guarantee and Undertaking
and includes an Accession Deed.




Guarantee and Undertaking means the guarantee and undertaking dated 24 January 2009
between, among others, Yingli Green Energy Holding Company Limited as guarantor and the
Mortgagee.




Party means a party to this Deed.




Receiver means a receiver and manager or (if the Mortgagee so specifies in the relevant
appointment) a receiver, in either case, appointed under this Deed.




Related Rights means:




	 	(a)	 	any dividend or interest paid or payable in relation to the Shares; and
	 
	 	(b)	 	any right, money or property (including any shares, stocks, debentures, bonds
or other securities or investments) accruing or offered at any time in relation to the
Shares by way of redemption, substitution, exchange, bonus or preference, under option
rights or otherwise.






Secured Liabilities means all present and future obligations and Liabilities (whether
actual or contingent and whether owed jointly or severally or in any other capacity
whatsoever) of each Obligor to any Finance Party under each Finance Document, except for any
obligation which, if it were so included, would result in this Deed contravening section 47A
of the Companies Ordinance (Cap. 32 of the Laws of Hong Kong).



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Secured Loan Liabilities means all present and future obligations and Liabilities
(whether actual or contingent and whether owed jointly or severally or in any other capacity
whatsoever) of each Obligor to a Finance Party (other than a Warrantholder) under each
Finance Document (other than a Warrant Document).




Security Assets means all assets of the Mortgagor the subject of any security created
by this Deed.




Security Period means the period beginning on the date of this Deed and ending on the
date on which the Mortgagee is satisfied that all the Secured Loan Liabilities have been
unconditionally and irrevocably paid and discharged in full.




Shares means the entire issued share capital of the HK Key Subsidiary including, as of
the date of this Deed, the 100 ordinary shares of HK$1.00 each in the issued share capital
of the HK Key Subsidiary.




	1.2	 	Construction
	 
	(a)	 	Capitalised terms defined in the Guarantee and Undertaking have, unless expressly defined in
this Deed, the same meaning in this Deed.
	 
	(b)	 	The provisions of clause 1.2 (Construction) of the Guarantee and Undertaking apply to this
Deed as though they were set out in full in this Deed, except that references to the Guarantee
and Undertaking will be construed as references to this Deed.
	 
	(c)	 	(i) The term Finance Document includes all amendments and supplements including supplements
providing for further advances; and
	 
		 	(ii) the term this Security means any security created by this Deed.
	 
	(d)	 	Any covenant of the Mortgagor under this Deed (other than a payment obligation) remains in
force during the Security Period.
	 
	(e)	 	An Event of Default is outstanding if it has occurred and has not been waived by the
Mortgagee in writing.
	 
	(f)	 	If the Mortgagee considers that an amount paid to a Finance Party under a Finance Document is
reasonably likely to be avoided or otherwise set aside on the liquidation or provisional
supervision of the payer or otherwise, then that amount will not be considered to have been
unconditionally and irrevocably paid for the purposes of this Deed.
	 
	(g)	 	Unless the context otherwise requires, a reference to a Security Asset includes the proceeds
of sale of that Security Asset.






	2.	 	CREATION OF SECURITY
	 
	2.1	 	General






	(a)	 	All the security created under this Deed:






	 	(i)	 	is created in favour of the Mortgagee for itself and as agent and trustee on
trust for the Finance Parties;
	 
	 	(ii)	 	is created over present and future Security Assets of the Mortgagor; and
	 
	 	(iii)	 	is security for the payment and discharge of all the Secured Liabilities.




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	(b)	 	If the rights of the Mortgagor under a document cannot be secured without the consent of a
party to that document:






	 	(i)	 	the Mortgagor must notify the Mortgagee promptly;
	 
	 	(ii)	 	this Security will secure all amounts which the Mortgagor may receive, or has
received, under that document but exclude the document itself; and
	 
	 	(iii)	 	unless the Mortgagee otherwise requires, the Mortgagor must use reasonable
endeavours to obtain the consent of the relevant party to that document being secured
under this Deed.






	(c)	 	The Mortgagee holds the benefit of this Deed on trust for itself and the Finance Parties.
	 
	2.2	 	Security
	 
	 	 	The Mortgagor as beneficial owner and as continuing security for the payment and
discharge of all Secured Liabilities:






	 	(a)	 	mortgages and agree to mortgage, by way of first equitable mortgage all the
Shares in favour of the Mortgagee; and
	 
	 	(b)	 	(to the extent that they are not the subject of the mortgage under paragraph
(a) above) mortgages or charges and agree to mortgage or charge by way of first legal
mortgage or first fixed charge or, as the case may be, assigns or agree to assign
absolutely subject to a proviso for re-assignment on redemption all its interests in
the Related Rights in favour of the Mortgagee.






	3.	 	REPRESENTATIONS AND WARRANTIES — GENERAL
	 
	3.1	 	Representations and warranties






The Mortgagor makes the representations and warranties set out in this Clause to each
Finance Party.




	3.2	 	Status






It is a limited liability company, duly incorporated and validly existing under the
laws of the jurisdiction of its incorporation.




	3.3	 	Powers and authorisations






It has the power to enter into and perform, and has taken all necessary action to
authorise the entry into and performance of, this Deed and the transactions contemplated by
this Deed.




	3.4	 	Legal validity






Subject to any general principles of law limiting its obligations and referred to in
any legal opinion required under the Finance Documents, this Deed:




	 	(a)	 	constitutes its legally valid, binding and enforceable obligation; and
	 
	 	(b)	 	is in the proper form for its enforcement in the jurisdiction of its
incorporation.






	3.5	 	Non-conflict






The entry into and performance by it of, and the transactions contemplated by, this
Deed do not and will not conflict with:



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	 	(a)	 	any law or regulation applicable to it; or
	 
	 	(b)	 	its or any of its Subsidiaries’ constitutional documents; or
	 
	 	(c)	 	any document which is binding upon it or any of its Subsidiaries’ or any of its
or any of its Subsidiaries’ assets.






	3.6	 	No default






	(a)	 	No Event of Default is outstanding or will result from the entry into of, or the performance
of any transaction contemplated by, this Deed.
	 
	(b)	 	No other event or circumstance is outstanding which constitutes a default under any document
which is binding on it or any of its Subsidiaries to an extent or in a manner which has or is
reasonably likely to have a Material Adverse Effect.






	3.7	 	Authorisations






Subject to the completion of the filing and registration requirements set out in Clause
5.6 (Making the security effective) below, all authorisations required by it in connection
with the entry into, performance, validity and enforceability of, and the transactions
contemplated by, this Deed have been obtained or effected (as appropriate) and are in full
force and effect.




	3.8	 	Stamp duties






No stamp or registration duty or similar Tax or charge is payable in its jurisdiction
of incorporation in respect of this Deed.




	3.9	 	Immunity






	(a)	 	The entry into by it of this Deed constitutes, and the exercise by it of its rights and
performance of its obligations under this Deed will constitute, private and commercial acts
performed for private and commercial purposes.
	 
	(b)	 	It will not be entitled to claim immunity from suit, execution, attachment or other legal
process in any proceedings taken in its jurisdiction of incorporation in relation to this
Deed.






	3.10	 	No adverse consequences






	(a)	 	It is not necessary under the laws of its jurisdiction of incorporation:






	 	(i)	 	in order to enable any Finance Party to enforce its rights under this Deed; or
	 
	 	(ii)	 	by reason of the entry into of this Deed or the performance by it of its
obligations under this Deed,






that any Finance Party should be licensed, qualified or otherwise entitled to carry on
business in its jurisdiction of incorporation.




	(b)	 	No Finance Party is nor will be deemed to be resident, domiciled or carrying on business in
its jurisdiction of incorporation by reason only of the entry into, performance and/or
enforcement of this Deed.




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	3.11	 	Jurisdiction/governing law






	(a)	 	In this Subclause:






Relevant Jurisdiction means, in relation to the Mortgagor:




	 	(i)	 	its jurisdiction of incorporation;
	 
	 	(ii)	 	any jurisdiction where any asset subject to or intended to be subject to this
Deed is situated;
	 
	 	(iii)	 	any jurisdiction where it conducts its business; and
	 
	 	(iv)	 	the jurisdiction whose laws govern the perfection of this Deed.






	(b)	 	Subject to any general principles of law limiting its obligations and referred to in any
legal opinion required under the Finance Documents, its:






	 	(i)	 	irrevocable submission under this Deed to the jurisdiction of the courts of
Hong Kong;
	 
	 	(ii)	 	agreement that this Deed is governed by Hong Kong law; and
	 
	 	(iii)	 	agreement not to claim any immunity to which it or its assets may be entitled,
are legal, valid and binding under the laws of its Relevant Jurisdiction.






	(c)	 	Subject to any general principles of law limiting its obligations and referred to in any
legal opinion required under the Finance Documents, the choice of governing law in this Deed
will be recognised and enforced in its Relevant Jurisdiction.
	 
	(d)	 	Subject to any general principles of law limiting its obligations and referred to in any
legal opinion required under the Finance Documents, any judgment obtained in Hong Kong will be
recognised and be enforceable by the courts of its Relevant Jurisdiction.






	3.12	 	Nature of security






This Deed creates those Security Interests it purports to create and is not liable to
be amended or otherwise set aside on its liquidation or provisional supervision or
otherwise.




	3.13	 	Shares






	(a)	 	The Shares and, to the extent applicable, the other Security Assets, are fully paid;
	 
	(b)	 	The Shares represent the whole of the issued share capital of the HK Key Subsidiary; and
	 
	(c)	 	Subject to this Deed, it is the sole legal and beneficial owner of the Security Assets.






	3.14	 	Times for making representations






	(a)	 	The representations and warranties set out in this Deed (including in this Clause) are made
on the date of this Deed.
	 
	(b)	 	Unless a representation and warranty is expressed to be given at a specific date, each
representation and warranty under this Deed (other than the representations and warranties set
out in Clause 3.8 (Stamp duties) and Clause 3.10 (No adverse consequences)) is deemed to be
repeated by the Mortgagor on each date during the Security Period.




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	(c)	 	When a representation is repeated, it is applied to the circumstances existing at the time of
repetition.






	4.	 	RESTRICTIONS ON DEALINGS






	(a)	 	The Mortgagor must not:






	 	(i)	 	create or permit to subsist any Security Interest on any Security Asset; or
	 
	 	(ii)	 	sell, transfer, licence, lease or otherwise dispose of any Security Asset,






except as expressly allowed under the Finance Documents.




	(b)	 	The Mortgagor must not do or cause or permit to be done anything which may in any way
depreciate, jeopardise or otherwise adversely affect the Security Assets or this Deed except
as expressly allowed under the Finance Documents.
	 
	(c)	 	The Mortgagor must not grant in favour of any person (other than the Mortgagee) any option to
purchase or similar rights in respect of any Security Asset.






	5.	 	SECURITY ASSETS






	5.1	 	Deposit
	 
	(a)	 	Promptly upon the execution of this Deed, the Mortgagor must deliver to the Mortgagee, or as
the Mortgagee may direct:






	 	(i)	 	all certificates and other documents of title or evidence of ownership in
relation to any Security Asset;
	 
	 	(ii)	 	all instruments of transfer and bought and sold notes in substantially the form
of Schedule 1 (Form of Transfer Documents) in respect of any Security Asset, each to
remain undated and duly signed in blank by or on behalf of the Mortgagor and other
documents which may be reasonably requested by the Mortgagee in order to enable the
Mortgagee or its nominees to be registered as the owner or otherwise obtain a legal
title to the Security Assets;
	 
	 	(iii)	 	signed (but undated) letters of resignation of all directors and secretary of
the HK Key Subsidiary substantially in the form of Schedule 2 (Form of Resignation
Letter);
	 
	 	(iv)	 	a signed (but undated) resolution of all the directors of the HK Key Subsidiary
approving the resignation of the directors and the secretary of the HK Key Subsidiary
and the appointment of persons nominated by the Mortgagee as directors and secretary of
the HK Key Subsidiary substantially in the form of Schedule 3 (Form of Written
Resolution of Directors); and
	 
	 	(v)	 	signed (and dated) letters of authorisation of each of the directors and the
secretary of the HK Key Subsidiary substantially in the form of Schedule 4 (Form of
Authorisation Letter) authorising the Mortgagee or any of its officers or nominees to
complete, date and put into effect the letters of resignation of the directors and
secretary referred to in paragraph (iii) above and the resolutions of the directors
referred to in paragraph (iv) above. 






	(b)	 	Forthwith upon any right, money or property (including any share, stock, debenture, bond or
other securities or investments) becoming a Security Asset, the Mortgagor must deliver to the
Mortgagee (or as the Mortgagee may direct) all documents referred to in sub-paragraphs (a)(i)
and (ii) above as if the references to the Security Assets in those sub-paragraphs were
references to such right, money or property.




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	(c)	 	Before this Security becomes enforceable, the Mortgagor may only dismiss or remove from
office any person acting as a director or secretary of the HK Key Subsidiary and/or appoint or
accept the appointment of any other person as a director or the secretary of the HK Key
Subsidiary if:






	 	(i)	 	the Mortgagor has given not less than seven days prior written notice to the
Mortgagee; and
	 
	 	(ii)	 	the Mortgagee receives the documents referred to in paragraphs (a)(iii) to (v)
above from the relevant person(s) being appointed as director or secretary no later
than three Business Days before the date such appointment becomes effective.






	(d)	 	Prior to the appointment of any person as a director or the secretary of the HK Key
Subsidiary, the Mortgagor must procure the delivery to the Mortgagee of the documents referred
to in sub-paragraphs (a)(iii) to (v) above as duly signed by the relevant person(s).
	 
	(e)	 	After this Security has become enforceable, the Mortgagee shall have the right to complete,
date and put into effect the documents referred to in sub-paragraphs (a)(iii) and (v) and (d)
above and to appoint such person(s) as the Mortgagee shall think fit as directors and
secretary of the HK Key Subsidiary.






	5.2	 	Changes to rights






Subject to any amendment to its memorandum or articles of association or other
constitutional documents that is expressly permitted to be made under this Deed or permitted
under clause 9.18 (Amendments) of the Guarantee and Undertaking, the Mortgagor must not take
or allow the taking of any action on its behalf which may result in the rights attaching to
any of the Security Assets being altered or further shares in the HK Key Subsidiary being
issued.




	5.3	 	Calls






	(a)	 	The Mortgagor must pay all calls or other payments due and payable in respect of any of the
Security Assets.
	 
	(b)	 	If the Mortgagor fails to do so, the Mortgagee may pay the calls or other payments on behalf
of the Mortgagor. The Mortgagor must immediately on request reimburse the Mortgagee for any
payment made by the Mortgagee under this Subclause.






	5.4	 	Other obligations in respect of Security Assets
	 
	(a)	 	The Mortgagor must promptly copy to the Mortgagee and comply with all requests for
information which is within its knowledge and (i) which are made under any law or regulation;
(ii) by any listing or other authority or any similar provision; and (iii) any provision
contained in any articles of association or other constitutional document relating to any of
the Security Assets. If it fails to do so, the Mortgagee may elect to provide such
information as it may have on behalf of the Mortgagor.
	 
	(b)	 	The Mortgagor must comply with all other conditions and obligations assumed by it in respect
of any of the Security Assets.
	 
	(c)	 	Promptly after the execution of this Deed, the Mortgagor shall deliver to the Mortgagee,
evidence that the articles of association of the HK Key Subsidiary have been amended so that
any restriction on the transfer or the registration of the transfer of the shares on
enforcement of this Security has been removed.
	 
	(d)	 	The Mortgagee is not obliged to:






	 	(i)	 	perform any obligation of the Mortgagor;




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	 	(ii)	 	make any payment, or to make any enquiry as to the nature or sufficiency of any
payment received by it or the Mortgagor; or
	 
	 	(iii)	 	present or file any claim or take any other action to collect or enforce the
payment of any amount to which it may be entitled under this Deed,






in respect of any Security Assets.




	5.5	 	Voting rights
	 
	(a)	 	Until an Event of Default is outstanding:






	 	(i)	 	the Mortgagor may continue to exercise the voting rights, powers and other
rights in respect of the Security Assets; and
	 
	 	(ii)	 	all dividends or other income paid or payable in relation to any Security Asset
must be paid in accordance with the provisions of the Guarantee and Undertaking.






The Mortgagor must indemnify the Mortgagee to its satisfaction (including with or
without security in respect of such indemnity) against any loss or liability or expense
suffered or incurred by the Mortgagee as a consequence of the Mortgagee acting in respect of
the Security Assets on the direction of the Mortgagor.




	(b)	 	If an Event of Default is outstanding, the Mortgagee may exercise (in the name of the
Mortgagor and without any further consent or authority on the part of the Mortgagor) any
voting rights and any powers or rights which may be exercised by the legal or beneficial owner
of any Security Assets, any person who is the holder of any Security Assets or otherwise.






	5.6	 	Making the security effective






The Mortgagor shall:




	 	(a)	 	promptly after execution of this Deed, instruct its registered agent to create
and maintain a Register of Charges for the Mortgagor to the extent this has not already
been done in accordance with Section 162 of the Business Companies Act 2004 of the
British Virgin Islands (the Register of Charges) and to enter particulars as required
by the Business Companies Act 2004 of the British Virgin Islands of the Security
Interests created pursuant to this Deed in the Register of Charges;
	 
	 	(b)	 	promptly after execution of this Deed, instruct its registered agent to effect
registration of this Deed at the Registry of Corporate Affairs pursuant to Section 163
of the Business Companies Act 2004 of the British Virgin Islands; and
	 
	 	(c)	 	promptly but in any event no later than three days following its receipt,
deliver or procure to be delivered to the Mortgagee the certificate of registration
issued by the Registrar of Corporate Affairs and the filed and stamped copy of the
Register of Charges.






	6.	 	WHEN SECURITY BECOMES ENFORCEABLE
	 
	6.1	 	Event of Default






This Security will become immediately enforceable if an Event of Default is outstanding.



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	6.2	 	Discretion






If an Event of Default is outstanding, the Mortgagee may in its absolute discretion
enforce all or any part of this Security in any manner it sees fit or in accordance with the
Guarantee and Undertaking.




	6.3	 	Power of sale






If an Event of Default is outstanding, the Mortgagee may, without prior notice to the
Mortgagor or prior authorisation from any court or otherwise any other person sell or
otherwise dispose of all or any part of the Security Assets at the times, in the manner and
on the terms it thinks fit.




	7.	 	ENFORCEMENT OF SECURITY
	 
	7.1	 	No liability as mortgagee in possession






Neither the Mortgagee nor any Receiver will be liable, by reason of entering into
possession of a Security Asset, to account as mortgagee in possession or for any loss on
realisation or for any default or omission for which a mortgagee in possession might be
liable.




	7.2	 	Privilege






Each Receiver and the Mortgagee is entitled to all the rights, power, privilege and
immunities conferred by law on mortgagees and receivers duly appointed under any law.




	7.3	 	Protection of third parties






No person (including a purchaser) dealing with the Mortgagee or a Receiver or its or
his agents will be concerned to enquire:




	 	(a)	 	whether the Secured Liabilities have become payable;
	 
	 	(b)	 	whether any power which the Mortgagee or a Receiver is purporting to exercise
has become exercisable or is being properly exercised;
	 
	 	(c)	 	whether any money remains due under the Finance Documents; or
	 
	 	(d)	 	how any money paid to the Mortgagee or to that Receiver is to be applied.






	7.4	 	Redemption of prior mortgages






	(a)	 	At any time after this Security has become enforceable, the Mortgagee may:






	 	(i)	 	redeem any prior Security Interest against any Security Asset; and/or
	 
	 	(ii)	 	procure the transfer of that Security Interest to itself; and/or
	 
	 	(iii)	 	settle and pass the accounts of the prior mortgagee, chargee or encumbrancer;
any accounts so settled and passed will be, in the absence of manifest error,
conclusive and binding on the Mortgagor.






	(b)	 	The Mortgagor must pay to the Mortgagee, immediately on demand, the costs and expenses
incurred by the Mortgagee in connection with any such redemption and/or transfer, including
the payment of any principal or interest.




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	7.5	 	Contingencies






If this Security is enforced at a time when no amount is due under the Finance
Documents but at a time when amounts may or will become due, the Mortgagee (or the Receiver)
may pay the proceeds of any recoveries effected by it into a suspense account.




	8.	 	RECEIVER
	 
	8.1	 	Appointment of Receiver






	(a)	 	The Mortgagee may appoint any one or more persons to be a Receiver of all or any part of the
Security Assets if:






	 	(i)	 	an Event of Default is outstanding; or
	 
	 	(ii)	 	the Mortgagor so requests the Mortgagee in writing at any time.






	(b)	 	Any appointment under paragraph (a) above may be by deed, under seal or in writing under its
hand.






	8.2	 	Removal






The Mortgagee may by writing under its hand remove any Receiver appointed by it and
may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose
appointment may for any reason have terminated.




	8.3	 	Remuneration






The Mortgagee may fix the remuneration of any Receiver appointed by it.




	8.4	 	Agent of Mortgagor
	 
	(a)	 	A Receiver will be deemed to be the agent of the Mortgagor for all purposes. The Mortgagor
alone is responsible for the contracts, engagements, acts, omissions, defaults and losses of a
Receiver and for liabilities incurred by a Receiver.
	 
	(b)	 	No Finance Party will incur any liability (either to the Mortgagor or to any other person) by
reason of the appointment of a Receiver or for any other reason.






	8.5	 	Relationship with Mortgagee






To the fullest extent allowed by law, any right, power or discretion conferred by this
Deed (either expressly or impliedly) or by law on a Receiver may after this Security becomes
enforceable be exercised by the Mortgagee in relation to any Security Asset without first
appointing a Receiver and notwithstanding the appointment of a Receiver.




	9.	 	POWERS OF RECEIVER
	 
	9.1	 	General
	 
	(a)	 	A Receiver has all of the rights, powers and discretions set out below in this Clause in
addition to those conferred on it by any law.
	 
	(b)	 	If there is more than one Receiver holding office at the same time, each Receiver may (unless
the document appointing him states otherwise) exercise all of the powers conferred on a
Receiver under this Deed individually and to the exclusion of any other Receiver.




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	9.2	 	Possession






A Receiver may take immediate possession of, get in and collect any Security Asset and
without prejudice to the foregoing, cause to be registered all or any part of the Security
Assets in its own name or in the name of its nominee(s) or in the name of any purchaser(s)
thereof.




	9.3	 	Employees
	 
	(a)	 	A Receiver may appoint and discharge managers, officers, agents, accountants, servants,
employees, workmen and others for the purposes of this Deed upon such terms as to remuneration
or otherwise as he thinks fit.
	 
	(b)	 	A Receiver may discharge any person appointed by the Mortgagor.






	9.4	 	Borrow money






A Receiver may raise and borrow money either unsecured or on the security of any
Security Asset either in priority to this Security or otherwise and generally on any terms
and for whatever purpose which he thinks fit.




	9.5	 	Sale of assets
	 
	(a)	 	A Receiver may sell, exchange, convert into money and realise any Security Asset by public
auction or private contract and generally in any manner and on any terms which he thinks fit.
	 
	(b)	 	The consideration for any such transaction may consist of cash, debentures or other
obligations, shares, stock or other valuable consideration and any such consideration may be
payable in a lump sum or by instalments spread over any period which he thinks fit.






	9.6	 	Compromise






A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claim,
account, dispute, question or demand with or by any person who is or claims to be a creditor
of the Mortgagor or relating in any way to any Security Asset.




	9.7	 	Legal actions






A Receiver may bring, prosecute, enforce, defend and abandon any action, suit or
proceedings in relation to any Security Asset which he thinks fit.




	9.8	 	Receipts






A Receiver may give a valid receipt for any moneys and execute any assurance or thing
which may be proper or desirable for realising any Security Asset.




	9.9	 	Delegation






A Receiver may delegate his powers in accordance with this Deed.




	9.10	 	Covenants, guarantees and indemnities






A Receiver may enter into bonds, covenants, guarantees, commitments, indemnities and
other obligations or liabilities as he shall think fit, make all payments needed to effect,
maintain or satisfy such obligations or liabilities and use the company seal(s) (if any) of
the Mortgagor and the HK Key Subsidiary.



11









 






	9.11	 	Acquisitions






A Receiver may purchase, lease, hire or otherwise acquire any assets or rights of any
description that he, in his absolute discretion, considers necessary or desirable for the
improvement or realisation of the whole or any part of the Security Assets or otherwise for
the benefit of the whole or any part of the Security Assets.




	9.12	 	Protection of assets






A Receiver may effect any repair or insurance and do any other act which the Mortgagor
might do in the ordinary conduct of its business to protect, preserve, maintain, manage or
improve any Security Asset as he thinks fit.




	9.13	 	Other powers






A Receiver may:




	 	(a)	 	do all other acts and things which he may consider desirable or necessary for
realising any Security Asset or incidental or conducive to any of the rights, powers or
discretions conferred on a Receiver under or by virtue of this Deed or law;
	 
	 	(b)	 	exercise in relation to any Security Asset all the powers, authorities and
things which he would be capable of exercising if he were the absolute beneficial owner
of that Security Asset; and
	 
	 	(c)	 	use the name of the Mortgagor for any of the above purposes.






	10.	 	APPLICATION OF PROCEEDS






	(a)	 	Any moneys received by the Mortgagee or any Receiver after this Security has become
enforceable must be applied in the order of priority as set out in clause 5.7 (Partial
payments) of the Guarantee and Undertaking.
	 
	(b)	 	This Clause is subject to the payment of any claims having priority over this Security. This
Clause does not prejudice the right of any Finance Party to recover any shortfall from the
Mortgagor.






	11.	 	EXPENSES AND INDEMNITY
	 
	(a)	 	The Mortgagor must:






	 	(i)	 	immediately on demand pay all costs and expenses (including legal fees)
incurred in connection with this Deed by any Finance Party, Receiver, attorney,
manager, agent or other person appointed by the Mortgagee under this Deed including any
arising from any actual or alleged breach by any person of any law or regulation,
whether relating to the environment or otherwise; and
	 
	 	(ii)	 	keep each of them indemnified against any failure or delay in paying those
costs or expenses.






	(b)	 	This Clause shall survive any termination of this Deed.




12









 












	12.	 	DELEGATION
	 
	12.1	 	Power of Attorney






The Mortgagee or any Receiver may delegate by power of attorney or in any other manner
to any person any right, power or discretion exercisable by it under this Deed.




	12.2	 	Terms






Any such delegation may be made upon any terms (including power to sub-delegate) which
the Mortgagee or any Receiver may think fit.




	12.3	 	Liability






Neither the Mortgagee nor any Receiver will be in any way liable or responsible to the
Mortgagor for any loss or liability arising from any act, default, omission or misconduct on
the part of any delegate or sub-delegate except where such loss or liability results from
the gross negligence or wilful misconduct of the Mortgagee or that Receiver.




	13.	 	FURTHER ASSURANCES






The Mortgagor must, at its own expense, take whatever action the Mortgagee or a
Receiver may require for:




	 	(a)	 	creating, perfecting or protecting any security intended to be created by this
Deed; or
	 
	 	(b)	 	facilitating the realisation of any Security Asset, or the exercise of any
right, power or discretion exercisable, by the Mortgagee or any Receiver or any of its
delegates or sub-delegates in respect of any Security Asset.






This includes:




	 	(i)	 	the execution of any transfer, conveyance, assignment or assurance of any
property, whether to the Mortgagee or to its nominee; or
	 
	 	(ii)	 	the giving of any notice, order or direction and the making of any registration or renewal,
which, in any such case, the Mortgagee may think expedient.






	14.	 	POWER OF ATTORNEY






The Mortgagor, by way of security, irrevocably and severally appoints the Mortgagee,
each Receiver and any of its delegates or sub-delegates to be its attorney to take any
action which the Mortgagor is obliged to take (but failed to take) under this Deed. The
Mortgagor ratifies and confirms whatever any attorney does or purports to do under its
appointment under this Clause.




	15.	 	PRESERVATION OF SECURITY
	 
	15.1	 	Continuing security






This Security is a continuing security and will extend to the ultimate balance of the
Secured Liabilities regardless of any intermediate payment or discharge in whole or in part.



13









 






	15.2	 	Reinstatement
	 
	(a)	 	If any discharge (whether in respect of the obligations of any Obligor or any security for
those obligations or otherwise) or arrangement is made in whole or in part on the faith of any
payment, security or other disposition which is avoided or must be restored on insolvency,
liquidation, administration or otherwise without limitation, the liability of the Mortgagor
under this Deed will continue or be reinstated as if the discharge or arrangement had not
occurred.
	 
	(b)	 	Each Finance Party may concede or compromise any claim that any payment, security or other
disposition is liable to avoidance or restoration.






	15.3	 	Waiver of defences






The obligations of the Mortgagor under this Deed will not be affected by any act,
omission or thing which, but for this provision, would reduce, release or prejudice any of
its obligations under this Deed (whether or not known to the Mortgagor or any Finance
Party). This includes:




	 	(a)	 	any time or waiver granted to, or composition with, any person;
	 
	 	(b)	 	any release of any person under the terms of any composition or arrangement;
	 
	 	(c)	 	the taking, variation, compromise, exchange, renewal or release of, or refusal
or neglect to perfect, take up or enforce, any rights against, or security over assets
of, any person;
	 
	 	(d)	 	any non-presentation or non-observance of any formality or other requirement in
respect of any instrument or any failure to realise the full value of any security;
	 
	 	(e)	 	any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of any person;
	 
	 	(f)	 	any amendment (however fundamental) of a Finance Document or any other document
or security;
	 
	 	(g)	 	any unenforceability, illegality, invalidity or non-provability of any
obligation of any person under any Finance Document or any other document or security
or the failure by any member of the Group to enter into or be bound by any Finance
Document; or
	 
	 	(h)	 	any insolvency or similar proceedings.






	15.4	 	Immediate recourse
	 
	(a)	 	The Mortgagor waives any right it may have of first requiring any Finance Party (or any
trustee or agent on its behalf) to proceed against or enforce any other rights or security or
claim payment from any person or file any proof or claim in any insolvency, administration,
winding-up or liquidation proceeding relative to any other Obligor or any other person before
claiming from the Mortgagor under this Deed.
	 
	(b)	 	This waiver applies irrespective of any law or provision of a Finance Document to the
contrary.






	15.5	 	Appropriations






Each Finance Party (or any trustee or agent on its behalf) may at any time during the
Security Period without affecting the liability of the Mortgagor under this Deed:



14









 






	 	(a)	 	(i)   refrain from applying or enforcing any other moneys, security or rights
held or received by that Finance Party (or any trustee or agent on its behalf) against
those amounts; or







	 	(ii)	apply and enforce the same in such manner and order as it sees
fit (whether against those amounts or otherwise); and






	 	(b)	 	hold in a suspense account any moneys received from the Mortgagor or on account
of the liability of the Mortgagor under this Deed.






	15.6	 	Non-competition






Unless:




	 	(a)	 	the Security Period has expired; or
	 
	 	(b)	 	the Mortgagee otherwise requests,






the Mortgagor will not, after a claim has been made under this Deed or by virtue of any
payment or performance by it under this Deed:




	 	(i)	 	be subrogated to any rights, security or moneys held, received or receivable by
any Finance Party (or any trustee or agent on its behalf);
	 
	 	(ii)	 	be entitled to any right of contribution or indemnity in respect of any payment
made or moneys received on account of the Mortgagor’s liability under this Deed;
	 
	 	(iii)	 	claim, rank, prove or vote as a creditor of any Obligor or its estate in
competition with any Finance Party (or any trustee or agent on its behalf); or
	 
	 	(iv)	 	receive, claim or have the benefit of any payment, distribution or security
from or on account of any Obligor, or exercise any right of set-off as against any
Obligor.






The Mortgagor must hold in trust for and immediately pay or transfer to the Mortgagee
for the Finance Parties any payment or distribution or benefit of security received by it
contrary to this Clause or in accordance with any directions given by the Mortgagee under
this Clause.




	15.7	 	Additional security
	 
	(a)	 	This Security is in addition to and is not in any way prejudiced by any other security now or
subsequently held by any Finance Party.
	 
	(b)	 	No prior security held by any Finance Party (in its capacity as such or otherwise) over any
Security Asset will merge into this Security.






	15.8	 	Security held by Mortgagor






The Mortgagor must not, without the prior consent of the Mortgagee, hold any security
from any other Obligor in respect of the Mortgagor’s liability under this Deed. The
Mortgagor will hold any security held by it in breach of this provision on trust for the
Mortgagee.



15









 






	16.	 	MISCELLANEOUS
	 
	16.1	 	Covenant to pay






The Mortgagor must pay or discharge the Secured Liabilities in the manner provided for
in the Finance Documents provided that the liability of the Chargor under this covenant is
limited to the net proceeds of sale or enforcement of the Security Assets.




	16.2	 	New Accounts
	 
	(a)	 	If any subsequent charge or other interest affects any Security Asset, a Finance Party may
open a new account with the Mortgagor.
	 
	(b)	 	If the Finance Party does not open a new account, it will nevertheless be treated as if it
had done so at the time when it received or was deemed to have received notice of that charge
or other account.
	 
	(c)	 	As from that time all payments made to the Finance Party will be credited or be treated as
having been credited to the new account and will not operate to reduce any Secured Liability.
	 
	16.3	 	Time deposits






Without prejudice to any right of set-off any Finance Party may have under any other
Finance Document or otherwise, if any time deposit matures on any account the Mortgagor has
with any Finance Party within the Security Period when:




	 	(a)	 	this Security has become enforceable; and
	 
	 	(b)	 	no Secured Liability is due and payable,






that time deposit will automatically be renewed for any further maturity which that
Finance Party considers appropriate.




	16.4	 	Certificates and determinations






Any certification or determination by the Mortgagee of an amount under this Deed will
be, in the absence of manifest error, conclusive evidence of the matters to which it
relates.




	16.5	 	Disclosure of information






Each Finance Party may disclose information in connection with this Deed in accordance
with clause 16 (Disclosure of information) of the Guarantee and Undertaking.




	17.	 	RELEASE
	 
	(a)	 	At the end of the Security Period, the Finance Parties must, at the request and cost of the
Mortgagor, take whatever action is reasonably necessary to release the Security Assets from
this Security.
	 
	(b)	 	Any release in relation to the Mortgagor will be conditional upon no security or payment to
the Mortgagee by or on behalf of the Mortgagor and/or any other Obligor being avoided or
reduced by virtue of any bankruptcy, insolvency, liquidation or similar laws of general
application and will in those circumstances be void.





18. SEVERABILITY





If a term of this Deed is or becomes illegal, invalid or unenforceable in any respect
under any jurisdiction, that will not affect:



16









 






	 	(a)	 	the legality, validity or enforceability in that jurisdiction of any other term
of this Deed; or
	 
	 	(b)	 	the legality, validity or enforceability in any other jurisdiction of that or
any other term of this Deed.






	19.	 	NOTICES
	 
	19.1	 	In writing
	 
	(a)	 	Any communication in connection with this Deed must be in writing and, unless otherwise
stated, may be given:






	 	(i)	 	in person, by post or fax; or
	 
	 	(ii)	 	to the extent agreed by the Parties making and receiving communication, by
e-mail or other electronic communication.






	(b)	 	For the purpose of this Deed, an electronic communication will be treated as being in
writing.
	 
	(c)	 	Unless it is agreed to the contrary, any consent or agreement required under this Deed must
be given in writing.






	19.2	 	Contact details
	 
	(a)	 	Except as provided below, the contact details of each Party for all communications in
connection with this Deed are those notified by that Party for this purpose to the Mortgagee
on or before the date it becomes a Party.
	 
	(b)	 	The contact details of the Mortgagor for this purpose are:





	 	 	 	 	 
	 

	 	Address:
	 	No. 3055, Fu Xing West Road, Baoding Hebei, PRC 071051
	 

	 	Fax number:
	 	+86 312 8929 800
	 

	 	E-mail:
	 	mqing@yinglisolar.com
	 

	 	Attention:
	 	Ms. Miao Qing







	(c)	 	The contact details of the Mortgagee for this purpose are:





	 	 	 	 	 
	 

	 	Address:
	 	c/o Asia Debt Management Hong Kong Limited
	 

	 	 	 	1008 ICBC Tower
	 

	 	 	 	3 Garden Road Central
	 

	 	 	 	Hong Kong
	 

	 	Fax number:
	 	+852 2147 2813
	 

	 	Attention:
	 	Grace Tan / Chris Chan







	(d)	 	Any Party may change its contact details by giving five Business Days’ notice to the other
Party.
	 
	(e)	 	Where a Party nominates a particular department or officer to receive a communication, a
communication will not be effective if it fails to specify that department or officer.
	 
	19.3	 	Effectiveness
	 
	(a)	 	Except as provided below, any communication in connection with this Deed will be deemed to be
given as follows:






	 	(i)	 	if delivered in person, at the time of delivery;




17









 






	 	(ii)	 	if posted, five Business Days after being deposited in the post, postage
prepaid, in a correctly addressed envelope;
	 
	 	(iii)	 	if by fax, when received in legible form; and
	 
	 	(iv)	 	if by e-mail or any other electronic communication, when received in legible
form.






	(b)	 	A communication given under paragraph (a) above but received on a non-Business Day or after
business hours in the place of receipt will only be deemed to be given on the next Business
Day in that place.
	 
	(c)	 	A communication to the Mortgagee will only be effective on actual receipt by it.
	 
	20.	 	LANGUAGE






Any notice given in connection with this Deed must be in English.




	21.	 	AMENDMENTS AND WAIVERS
	 
	21.1	 	Procedures






Subject to the Guarantee and Undertaking, any term of this Deed may be amended or waived
with the agreement of the Mortgagor and the Mortgagee. The Mortgagee may effect, on behalf
of any Finance Party, an amendment or waiver allowed under this Clause.




	21.2	 	Waivers and remedies cumulative






The rights of each Finance Party under this Deed:




	 	(a)	 	may be exercised as often as necessary;
	 
	 	(b)	 	are cumulative and not exclusive of its rights under the general law; and
	 
	 	(c)	 	may be waived only in writing and specifically.






Delay in exercising or non-exercise of any right is not a waiver of that right.




	22.	 	SET-OFF






A Finance Party may set off any matured obligation owed to it by the Mortgagor under
this Deed (to the extent beneficially owned by that Finance Party) against any obligation
(whether or not matured) owed by that Finance Party to the Mortgagor, regardless of the
place of payment, booking branch or currency of either obligation. If the obligations are
in different currencies, the Finance Party may convert either obligation at a market rate of
exchange in its usual course of business for the purpose of the set-off.




	23.	 	PRO-RATA SHARING






Clause 18 (Pro Rata Sharing) of the Guarantee and Undertaking shall apply to any amount
owing by the Mortgagor under this Deed to a Finance Party and is discharged by payment,
set-off or any other manner other than in accordance with the Guarantee and Undertaking.



18









 






24. CHANGES TO THE PARTIES




24.1 The Mortgagor





The Mortgagor may not assign or transfer any of its rights or obligations under this Deed.




	24.2	 	The Finance Parties
	 
	(a)	 	The Mortgagor consents to any assignment, transfer, novation or sub-participation of a
Finance Document under a Finance Document.
	 
	(b)	 	Any reference in this Deed to a Finance Party includes a new Finance Party under any Finance
Document.
	 
	(c)	 	Any new Finance Party under any Finance Document shall enter into and deliver an accession
deed substantially in the form of Schedule 5 (Form of Accession Deed) to this Deed in the
capacity stated in such accession deed.






	25.	 	COUNTERPARTS






This Deed may be executed in any number of counterparts. This has the same effect as
if the signatures on the counterparts were on a single copy of this Deed.




	26.	 	GOVERNING LAW






This Deed is governed by Hong Kong law.




	27.	 	ENFORCEMENT
	 
	27.1	 	Jurisdiction






	(a)	 	The Hong Kong courts have exclusive jurisdiction to settle any dispute arising out of or in
connection with this Deed.
	 
	(b)	 	The Hong Kong courts are the most appropriate and convenient courts to settle any such
dispute arising out of or in connection with this Deed. The Mortgagor agrees not to argue to
the contrary and waives objection to those courts on the grounds of inconvenient forum or
otherwise in relation to proceedings in connection with this Deed.
	 
	(c)	 	This Clause is for the benefit of the Finance Parties only. To the extent allowed by law,
the Finance Parties may take:






	 	(i)	 	proceedings in any other court; and
	 
	 	(ii)	 	concurrent proceedings in any number of jurisdictions.






	(d)	 	References in this Clause to a dispute in connection with this Deed includes any dispute as
to the existence, validity or termination of this Deed.






	27.2	 	Service of process
	 
	(a)	 	The Mortgagor irrevocably appoints the HK Key Subsidiary as its agent under this Deed for
service of process in any proceedings before the Hong Kong courts in connection with this
Deed.
	 
	(b)	 	If any person appointed as process agent under this Clause is unable for any reason to so
act, the Mortgagor must immediately (and in any event within five days of the event taking
place) appoint




19









 












another agent on terms acceptable to the Mortgagee. Failing this, the Mortgagee may appoint
process another agent for this purpose.




	(c)	 	The Mortgagor agrees that failure by a process agent to notify it of any process will not
invalidate the relevant proceedings.
	 
	(d)	 	This Clause does not affect any other method of service allowed by law.
	 
	27.3	 	Waiver of immunity






The Mortgagor irrevocably and unconditionally:




	 	(a)	 	agrees not to claim any immunity from proceedings brought by a Finance Party
against it in relation to a Finance Document and to ensure that no such claim is made
on its behalf;
	 
	 	(b)	 	consents generally to the giving of any relief or the issue of any process in
connection with those proceedings; and
	 
	 	(c)	 	waives all rights of immunity in respect of it or its assets.






	27.4	 	Waiver of trial by jury






EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
IN CONNECTION WITH ANY FINANCE DOCUMENT OR ANY TRANSACTION CONTEMPLATED BY ANY FINANCE
DOCUMENT. THIS DEED MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY COURT.


This Deed has been entered into as a deed on the date stated at the beginning of this Deed.




20









 








SCHEDULE 1




FORM OF TRANSFER DOCUMENTS




PART 1




FORM OF INSTRUMENT OF TRANSFER




                    INSTRUMENT
OF TRANSFER                    




CYBER
LIGHTING HOLDING COMPANY LIMITED




	 	 	 	 	 	 	 	 	 
	We,

	 	 	 	 	 	Cyber Power Group Limited	 	 
	 	 	 
	of
	 	 	 	 	 	 	 	 
	 	 	 
	in consideration of the Sum of	 	 	 	 	 	 
	 	 	 	 	 
	paid to us by (name in full)	 	 	 	 	 	 
	 	 	 	 	 
	(occupation)
	 	 	 	 	 	 	 	 
	 	 	 
	of (full address)	 	 	 	 	 	 
	 	 	 
	(hereinafter called the said Transferee) do hereby transfer to the said Transferee the	 	 
	 

	 	 	 	 	 	 	 	 
 




 ordinary  share(s) standing in my name in the Register of   Cyber Lighting
Holding Company Limited   



to hold unto the said Transferee his Executors, Administrators or Assigns, subject to the several
conditions upon which we hold the same at the time of execution hereof. And we the said Transferee
do hereby agree to take the said Shares subject to the same conditions.



Witness our hands the       day of                                ,       .




	 	 	 	 	 	 	 	 	 	 	 
	Witness to the signature(s) of the Transferor	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	Name

	 	 	 	 	)	 	 	 	 	 
	 

	 	 
 
	 	 	)	 	 	 	 	 
	Address

	 	 	 	 	)	 	 	 	 	 
	 

	 	 
 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	Cyber Power Group Limited

	 	 
	 

	 	 	 	 	)	 	 	(Transferor)	 	 
	  	 	 	)	 	 	 	 	 
	Signature:

	 	 	 	 	)	 	 		 	 
	 

	 	 	 	 		 	 	 	 	 
	 
	 	 	 	 		 	 	 	 	 
	Witness to the signature(s) of the Transferee	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	Name

	 	 	 	 	)

)	 	 	 	 	 
	 

	 	 
 
	 	 	)	 	 	 	 	 
	Address
	 	 	 	 	)	 	 	 	 	 
	 

	 	 
 
	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	  	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	Signature:	 	 	)	 	 	(Transferee)	 	 






21









 






PART 2




FORM OF BOUGHT AND SOLD NOTE




SOLD NOTE




	 	 	 
	Name of Purchaser (Transferee):
	 	 
	 

	 	 





	 	 	 
	Address:
	 	 
	 

	 	 





	 	 	 
	Occupation:
	 	 
	 

	 	 





	 	 	 
	Name of Company in which the shares to be transferred:

	 	Cyber Lighting Holding Company Limited
	 

	 	 





	 	 	 	 	 	 	 	 	 
	Number of Shares:

	 	 	 	of
	 	 	 	each
	 

	 	 
	 	 	 	 	 	 





	 	 	 
	Consideration Received:
	 	 
	 

	 	 





	 	 	 
	 

	 	 
	 

	 	Cyber Power Group Limited
	 

	 	Transferor






	 	 	 	 	 
	Dated :
	 	 	 	 
	 

	 	 

	 	 






 





BOUGHT NOTE




	 	 	 
	Name of Seller (Transferor): 

	 	Cyber Power Group Limited
	 

	 	 





	 	 	 
	Address:
	 	 
	 

	 	 





	 	 	 
	Occupation:

	 	body corporate
	 

	 	 





	 	 	 
	Name of Company in which the shares to be transferred: 

	 	Cyber Lighting Holding Company Limited
	 

	 	 





	 	 	 	 	 	 	 	 	 
	Number of Shares:

	 	 	 	of
	 	 	 	each
	 

	 	 

	 	 	 	 

	 	 






	 	 	 
	Consideration Paid:
	 	 
	 

	 	 





	 	 	 
	 
	 	 
	 

	 	 
	 

	 	Transferee






	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 

	 	 






22









 






SCHEDULE 2




FORM OF RESIGNATION LETTER




[to be left blank]




The Board of Directors

Cyber Lighting Holding Company Limited (the Company)

50th Floor, Bank of China Tower

1 Garden Road

Central, Hong Kong




Dear Sirs,




Resignation



[I/We] hereby tender [my/our] unconditional and irrevocable resignation as [director]/[secretary]
of the Company with effect from the date of this letter. [I/We] confirm that:





	1.	 	[I/We] have no claims whatsoever against the Company or any of its subsidiaries or associated
companies (if any) on any account (whether for compensation, for loss of office, for accrued
remuneration or for fees or otherwise howsoever); and
	 
	2.	 	there is no outstanding agreement or arrangement with the Company or any of its subsidiaries
or associated companies (if any) under which the Company or any of such subsidiaries or
associated companies has or would have any obligation to [me/us] whether now or in the future
or under which [I/We] would derive any benefit.





	 	 	 	 	 
	[SIGNED, SEALED and DELIVERED

	 	 	)	 
	as a DEED by

	 	 	)	 
	[name of director/secretary]

	 	 	)	 
	in the presence of:

	 	 	)	 
	 
	 	 	 	 
	Witness:]
	 	 	 	 
	 
	 	 	 	 
	OR
	 	 	 	 
	 
	 	 	 	 
	[SEALED with the COMMON SEAL of

	 	 	)	 
	[name of director/ secretary]

	 	 	)	 
	and signed by

	 	 	)	 
	[director]

	 	 	)	 
	[director/secretary]

	 	 	)	 
	in the presence of:

	 	 	)	 






23









 






SCHEDULE 3




FORM OF WRITTEN RESOLUTIONS OF DIRECTORS




Cyber Lighting Holding Company Limited (the Company)



WRITTEN RESOLUTION OF ALL THE DIRECTORS made pursuant to Article 106(a) of the Articles of
Association of the Company




CHANGES IN DIRECTORS



IT IS RESOLVED that the following be appointed additional directors of the Company with immediate
effect:-



[to be left blank]



IT IS RESOLVED that the resignation of the following persons as directors of the Company be
accepted with immediate effect:-



[to be left blank]




CHANGES IN SECRETARY



IT IS RESOLVED that the following person be appointed secretary of the Company with immediate
effect:-



[to be left blank]



IT IS RESOLVED that the resignation of the following person as secretary of the Company be
accepted with immediate effect:-



[to be left blank]




COMPANIES REGISTRY



IT IS RESOLVED that the above changes in directors and secretary of the Company be reported to the
Companies Registry on the forms specified by the Companies Registry as soon as possible and for
this purpose, any one director or the new secretary of the Company be authorised to sign such
forms.




	 	 	 	 	 
	 

	 	 
	 	 
	 
	[all the directors of the Company to state their names and sign]	 	 





Date : [to be left blank]




24









 








SCHEDULE 4




FORM OF AUTHORISATION LETTER




[Date]



To :      Gold Sun Day Limited as Mortgagee



Dear Sirs,



Share Mortgage dated [13] February 2009 between Cyber Power Group Limited and Gold Sun Day Limited
(the Security Document)



[I/We] irrevocably authorise you or any of your officers or nominees to complete, date and put into
effect:-





	1.	 	the attached resignation letter signed by [me/us];
	 
	[2. 	 	the attached resolution signed by [me/us]; and
	 
	3.	 	any other document signed by [me/us] and delivered pursuant to the Security
Document,]1




when the security constituted by the Security Document becomes enforceable in accordance with the
provisions of the Security Document.




	 	 	 	 	 
	[SIGNED, SEALED and DELIVERED

	 	 	)	 
	as a DEED by

	 	 	)	 
	[name of relevant director]

	 	 	)	 
	in the presence of

	 	 	)	 
	 
	 	 	 	 
	Witness:]
	 	 	 	 
	 
	 	 	 	 
	OR
	 	 	 	 
	 
	 	 	 	 
	[SEALED with the COMMON SEAL of 

	 	 	)	 
	[            ]

	 	 	)	 
	and signed by

	 	 	)	 
	[director]

	 	 	)	 
	[director/secretary]
	 	 	 	 
	in the presence of:]

	 	 	)	 








 




			
	1	 	delete if not applicable




25









 










SCHEDULE 5




FORM OF ACCESSION DEED



To: Gold Sun Day Limited



From: [PROPOSED NEW FINANCE PARTY]



Copy to: CYBER POWER GROUP LIMITED



Date: [            ]




CYBER POWER GROUP LIMITED




Share Mortgage dated 13 February 2009

(the Security Document)



We refer to the Security Document. Words and expressions defined in the Security Document
have the same meaning when used in this Deed.



We, [name of new Party] of [address/registered office], agree to be bound by the terms of the
Security Document as a [ ].



Our contact details are as follows:




[




].


This deed is a Finance Document.



This deed is intended to be executed as a deed and is governed by Hong Kong law.



By:




[PROPOSED NEW FINANCE PARTY]



[Execution under seal]





26









 








SIGNATORIES



Mortgagor




	 	 	 	 	 	 	 
	EXECUTED AS A DEED

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	/s/ Zongwei Li
	CYBER POWER GROUP LIMITED

	 	 	)	 	 	Duly Authorised Signatory
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	Name: Zongwei (Bryan Li)
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	Title: Chief Financial Officer
	in the presence of:

	 	 	)	 	 	 






Witness signature: /s/ Erica Fung

Witness address:




Witness name: Erica Fung




 









 




Mortgagee



GOLD SUN DAY LIMITED




By: /s/ Grace Tan & Alexander Shaik