American Depository Shares CHINA HYDROELECTRIC CORPORATION UNDERWRITING AGREEMENT August [ ], 2009Underwriting Agreement • December 8th, 2009 • China Hydroelectric Corp • New York
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 8th, 2009 • China Hydroelectric Corp • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , ___, by and between China Hydroelectric Corporation, a company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), and the director of the Company identified on the signature page hereto (the “Indemnitee”).
LIMITED GUARANTEELimited Guarantee • May 23rd, 2014 • China Hydroelectric Corp • Electric services • New York
LIMITED GUARANTEE, dated as of January 13, 2014 (this “Limited Guarantee”), by NewQuest Asia Fund I, L.P. and NewQuest Asia Fund II, L.P. (together, the “Guarantors” and, each, a “Guarantor”) in favor of China Hydroelectric Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER among CPT WYNDHAM HOLDINGS LTD., CPT WYNDHAM SUB LTD. and CHINA HYDROELECTRIC CORPORATION Dated as of January 13, 2014Agreement and Plan of Merger • January 13th, 2014 • China Hydroelectric Corp • Electric services • New York
AGREEMENT AND PLAN OF MERGER, dated as of January 13, 2014 (this “Agreement”), among CPT Wyndham Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), CPT Wyndham Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands, all of the outstanding shares of which are owned by Parent (“Merger Sub”), and China Hydroelectric Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
Shaowu Power Supply Bureau Grid Connection and Dispatching Agreement Shao Gong Diao [2002] Xie No. Party A: Fujian Province Shaowu Power Supply Bureau Party B: Shaowu City Jinling Power Generation Co., Ltd.Connection and Dispatching Agreement • April 4th, 2011 • China Hydroelectric Corp • Electric services
In order to ensure the safe, good and economical operation of the Grid, and keep both parties of this Agreement act properly during the process of the Grid connection and dispatch, in accordance with the laws and regulations of PRC, the practice and standards of the electricity industry, and relevant rules by the state electricity regulator, and based on the principles of equality, voluntariness and good faith, Party A and Party B have, after consultations, made agreement as follows:
EQUITY COMMITMENT LETTER January 13, 2014Agreement • May 23rd, 2014 • China Hydroelectric Corp • Electric services • New York
This letter agreement sets forth the commitments of NewQuest Asia Fund I, L.P. and NewQuest Asia Fund II, L.P. (each, a “Sponsor” and, collectively, the “Sponsors”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of CPT Wyndham Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among China Hydroelectric Corporation (the “Company”), Parent, and CPT Wyndham Sub Ltd., a direct wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned subsidiary of Parent. Capitalized terms used in this letter and not otherwise defined herei
Zhejiang Guangsha Stock Co., Ltd Zhejiang Guangsha Hydropower Investment Co., Ltd And China Hydroelectric Corporation In Matter of Zhejiang Jingning Yingchuan Hydropower Development Co., Ltd Enter Equity Interest Transfer Contract December 13, 2007China Hydroelectric Corp • January 11th, 2010 • Electric services
This equity interest transfer contract (hereinafter referred to as “Contract”) is made and entered into on December 13, 2007 at Hangzhou City, Zhejiang Province of P. R. China by and among:
ContractChina Hydroelectric Corp • December 8th, 2009 • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
Units CHINA HYDROELECTRIC CORPORATION UNDERWRITING AGREEMENT January [ ], 2010Underwriting Agreement • January 19th, 2010 • China Hydroelectric Corp • Electric services • New York
ContractEmployment Agreement • December 8th, 2009 • China Hydroelectric Corp • Beijing
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. The omitted materials have been filed separately with the Securities and Exchange Commission.
Agreement No. DDXY-2010-02Dispatching Agreement • April 4th, 2011 • China Hydroelectric Corp • Electric services
This Grid Connection and Dispatching Agreement (hereinafter referred to as “this Agreement”) is entered into by the following parties:
EMPLOYMENT AGREEMENTEmployment Agreement • December 8th, 2009 • China Hydroelectric Corp • New York
EMPLOYMENT AGREEMENT effective as of January 1, 2009 (the “Effective Date”), by and between China Hydroelectric Corporation, an exempt company organized and existing under the laws of the Cayman Islands (the “Company”), and “James” Tie Li (the “Executive”).
Fujian Province Shaowu Power Supply Bureau (As Buyer) and Shaowu City Jinling Power Generation Co., Ltd. (As Seller) Dongguan Hydroelectric Plant (Station) Power Purchase and Sale Contract Date: March 2007Power Purchase and Sale • April 4th, 2011 • China Hydroelectric Corp • Electric services
Buyer: Shaowu Power Supply Bureau, a state-owned enterprise registered with Shaowu Administration for Industry and Commerce, its legal address: No.75 Xichun Road, Shaowu City, Fujian Province, postal code: 354000, legal representative: Zheng Sheng.
Grid Connection and Dispatching Agreement For Zhougongyuan Cascade II Hydropower Station Executed in 2009Agreement • April 4th, 2011 • China Hydroelectric Corp • Electric services
This Grid Connection and Dispatching Agreement (hereinafter referred to as this “Agreement”) is executed by and between the following two Parties:
ContractChina Hydroelectric Corp • December 8th, 2009 • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
BETWEEN FUJIAN PROVINCE NINGDE ELECTRIC POWER INDUSTRY BUREAU AND PINGNAN COUNTY WANGKENG HYDROELECTRIC CO., LTD. GRID CONNECTION AND DISPATCHING AGREEMENT FOR WANGKENG HYDROPOWER STATION July 2008Dispatching Agreement • December 8th, 2009 • China Hydroelectric Corp
This Grid Connection and Dispatching Agreement (hereinafter referred to as this “Agreement”) is executed by and between the following two Parties:
Employment AgreementEmployment Agreement • April 4th, 2011 • China Hydroelectric Corp • Electric services
The Employer (Party A): Beijing A.B.C Investment Consulting Co., Ltd. Registered Address: 25B, New Poly Plaza, No. 1 North Chaoyangmen Street, Dongcheng District, Beijing Legal Representative: Lin You Su
ContractChina Hydroelectric Corp • December 8th, 2009 • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SUCH ACT OR LAWS.
FUJIAN PROVINCE PINGNAN COUNTY POWER SUPPLY CO., LTD. PINGNAN COUNTY YUHENG HYDROPOWER CO., LTD. POWER PURCHASE AND SALE CONTRACT FOR OLD YUANPING HYDROPOWER STATION December 2008Power Purchase and Sale Contract • December 8th, 2009 • China Hydroelectric Corp
This Power Purchase and Sale Contract (hereinafter referred to as this “Contract”) is executed by and between the following two Parties:
Power Purchase ContractPower Purchase Contract • May 24th, 2010 • China Hydroelectric Corp • Electric services
This Power Purchase Contract (hereinafter referred to as “this Contract”) was executed by and between the following Parties:
BETWEEN SANMING CITY CHENYANG HYDROELECTRIC CO., LTD. SANMING CITY FUFENG INDUSTRIAL CO., LTD. BEIJING XUNJING INTERACTIVE TECHNOLOGY CO., LTD. HUANG SHAO JIAN YU RONG JI ZHANG RONG BIN SUN XIAO DONG XIE FANG WU YE CHANG HE AND CHINA HYDROELECTRIC...Share Transfer Agreement • December 8th, 2009 • China Hydroelectric Corp
This Share Transfer Agreement (hereinafter referred to as this “ Agreement”) is executed by and among the following Parties in Fuzhou City, China on August 9, 2008.
ContractChina Hydroelectric Corp • April 4th, 2011 • Electric services
Power Purchase and Sale Contract for the local power stations not subject to the centralised dispatching in Zhejiang Province
WARRANT AGREEMENT CHINA HYDROELECTRIC CORPORATION And [THE BANK OF NEW YORK MELLON], as Warrant Agent WARRANT AGREEMENT Dated as of [ ], 2010Warrant Agreement • January 22nd, 2010 • China Hydroelectric Corp • Electric services • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2010, is by and between China Hydroelectric Corporation, a Cayman Islands company (the “Company”), and The Bank of New York Mellon, a New York banking corporation (the “Warrant Agent”).
CHINA HYDROELECTRIC CORPORATION - and - SANMING RUIFENG HYDROPOWER INVESTMENT CO., LTD. Agreement relating to the sale and purchase of the equity of Sunpower Asia Limited July, 2008Equity Sales and Purchase Agreement • January 11th, 2010 • China Hydroelectric Corp • Electric services
Grid Connection and Dispatching Agreement Between Yunnan Grid Company And Luquan Xiaopengzu Power Generation Co., Ltd. (Xiaopengzu Power Plant and Yunnan Grid) March 2010Connection and Dispatching Agreement • April 4th, 2011 • China Hydroelectric Corp • Electric services
This Grid Connection and Dispatching Agreement (hereinafter referred to as “this Agreement”) is entered into by the following parties:
Supplemental Agreement on the Power Purchase and Sale Contract for the Year of 2011 (Contract Number: De Dian Si 2011-009) Husahe Cascade III & IV & Mangxian Power Stations Dehong Power Supply Co., Ltd. December 28, 2010Supplemental Agreement • April 4th, 2011 • China Hydroelectric Corp • Electric services
In order to establish a regulated power supply and utilization order and develop a healthy power supply and utilization market, according to the installed capacity of the power stations, the characteristics of the units, the power utilization load conditions of the year of 2011 and the impact of financial crisis, on the basis of entering into the Power Purchase and Sale Contract (General Provisions) by and between the power supplier and the consumer, the Power Purchaser and the Power Seller have reached the following Supplemental Agreement (this “Agreement”) through friendly consultation.
POWER PURCHASE AND SALE CONTRACTGrid Connection and Dispatching Agreement • December 8th, 2009 • China Hydroelectric Corp
Power Purchaser: Sichuan Cangxi Electric Power Co., Ltd., a power supply enterprise, registered with the Administration for Industry and Commerce of Cangxi County. Tax Registration Number: 510824206100402 Legal Address: No.15, Renmin West Road, Lingjiang Town, Cangxi County Legal Representative:Yang Sheng Hua
Yunnan Nujiang Grid Co., Ltd. and Fugong County Hengda Hydroelectric Development Co., Ltd. Power Purchase and Sale Contract Buyer: Yunnan Nujiang Grid Co., Ltd. Seller: Fugong County Hengda Hydroelectric Development Co., Ltd. Place of Execution: Liuku...China Hydroelectric Corp • April 4th, 2011 • Electric services
Legal Address: No.127 South Xiangyang Road, Liuku Town, Lushui County of Nujiang Prefecture Legal Address: Shangpa Town of Fugong County
Yunnan Nujiang Grid Co., Ltd. and Yunnan Minfa Group Fugong Xineng Power Development Co., Ltd. Power Purchase and Sale Contract Buyer: Yunnan Nujiang Grid Co., Ltd. Seller: Yunnan Minfa Group Fugong Xineng Power Development Co., Ltd. Place of...China Hydroelectric Corp • April 4th, 2011 • Electric services
Legal Address: No.127 South Xiangyang Road, Liuku Town, Lushui County of Nujiang Prefecture Legal Address: Latudi Power Station of Fugong County
CONTRACT ON TRANSFER OF 10% EQUITY INTERESTS OF SANMING ZHONGYIN BANZHU HYDROELECTRIC CO., LTD.China Hydroelectric Corp • December 8th, 2009
Party A agrees to transfer the 10% of the equity interests of Sanming Zhongyin Banzhu Hydroelectric Co., Ltd. (hereinafter referred to as “Banzhu Company”) held by it to Party B, after friendly consultation and in accordance with relevant national laws and regulations and the relevant provisions of the Articles of Association of Banzhu Company, etc., Party A and Party B have reached agreement on the matters in relation to the transfer and acquisition of such equity interests, and hereby execute this Contract as follows:
GRID CONNECTION AND DISPATCHING AGREEMENTGrid Connection and Dispatching Agreement • April 4th, 2011 • China Hydroelectric Corp • Electric services
This Grid Connection and Dispatching Agreement (this “Agreement”) is entered into by and between the two parties set forth below:
Fujian Province Electric Power Co., Ltd. (as Buyer) and Sanming Zhongyin Banzhu Hydroelectric Co., Ltd. (as Seller) Sanming Banzhu Power Station Power Purchase and Sale Contract Date: 18 August 2008Power Purchase and Sale Contract • April 4th, 2011 • China Hydroelectric Corp • Electric services
This Power Purchase and Sale Contract, (hereinafter the “Contract”) is entered into by and between the following two parties:
THE SUPPLEMENTAL AGREEMENT ON MATTERS REGARDING THE TRANSFER OF 10% EQUITY INTERESTS OF SANMING ZHONGYIN BANZHU HYDROELECTRIC CO., LTD.Supplemental Agreement • December 8th, 2009 • China Hydroelectric Corp
BETWEEN GUANGDONG QINGNENG POWER GENERATION GROUP CO., LTD. YAO LIN FU AND ZHEJIANG PROVINCE JINGNING YINGCHUAN HYDROELECTRIC DEVELOPMENT CO., LTD. SHARE TRANSFER CONTRACT For LONGQUAN RUIYANG CASCADE II HYDROELECTRIC CO., LTD.Share Transfer Contract • December 8th, 2009 • China Hydroelectric Corp
This Share Transfer Contract (hereinafter referred to as “this Contract”) was executed by and among the following Parties in Beijing, China on August 11, 2009.
Fujian Province Shaowu Power Supply Bureau (As Buyer) and Shaowu City Jinling Power Generation Co., Ltd. (As Seller) Jinjiu Hydroelectric Plant (Station) Power Purchase and Sale Contract Date: March 2007Power Purchase and Sale Contract • April 4th, 2011 • China Hydroelectric Corp • Electric services
Buyer: Shaowu Power Supply Bureau, a state-owned enterprise registered with Shaowu Administration for Industry and Commerce, its legal address: No.75 Xichun Road, Shaowu City, Fujian Province, postal code: 354000, legal representative: Zheng Sheng.
