Reporting Day. The formal presentation data of the Assets Appraisal report is November 15, 2007. Suichang Jiulongshan Hydropower Development Co., Ltd. Share Transfer Project Assets Appraisal Institution: Beijing ▇▇▇▇ ▇▇ Assets Valuation Company Ltd. Legal Representative of Assets Appraisal Institution: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ China Certified Public Valuer: Wang Ri China Certified Public Valuer: Sun Chaohui November 15, 2007 Suichang Jiulongshan Hydropower Development Co., Ltd. Share Transfer Project Suichang Jiulongshan Hydropower Development Co., Ltd. Share Transfer Project This document is exclusive for the economic activities to fulfill appraisal objectives and delivered to the administrative competent departments for assets appraisal for review. The use right of the appraisal report belongs to the entrustee, so without the permission of the entrustee, no offer or disclosure of this report shall be made by the appraisal institution. At the same time, without the approval of us, the whole or partial report shall not be published on the open media by the entrustee. Jingdu is exempt from any legal responsibilities for any other results of economic activities by due to the inappropriate quotation by the entrustee of the appraisal result. By September 30, 2007, the Audit Report of Beijing Jingdu CPA Limited affirms that the capital balance in the finance account of Jiulongshan Hydropower Project (“Object Company”, same as below) is RMB 221,118.13, the balance of other receivables is RMB 23,582,940.71and the balance of liabilities other than those from banks is RMB 9,896,759.95. Upon consultation between the Transferors and the Transferee, they have agreed as follows regarding the aforesaid credits and debts (including currency capital): 1. In accordance with the Equity Interest Transfer Contract, the Transferors shall restructure the credits (including currency capital and other receivables, same as below) and debts (including other payables, payable benefits to staff, tax payableeexcluding bank loans, same as below) of the Object Company, in other words, the Object Company will pass the credits and debts to Zhejiang Guangsha Hydropower Investment Co., Ltd by signing credits and debts agreements with creditors and debtors. 2. Upon restructuring, the Object Company shall receive from or pay Zhejiang Guangsha Hydropower Investment Co., Ltd the credits and debts; in accordance with the Equity Interest Transfer Agreement and Framework Agreement, such credits and debts shall be enjoyed and borne by Guangsha Hydropower Investment Co., Ltd. 3. Changes in the credits and debts from the Base Date to Delivery Date shall be settled by the Transferors and Transferee through settling the credits and debts as of the Delivery Date in accordance with the Equity Interest Transfer Contract and these measures. 4. Breakdown of the credits and debts as of the assessment date is as follows (attached hereto): Date: _________ 2007 By Sep.30, 2007 Unit: RMB Guangsha Hydropower Investment Co., Ltd 22,982,747.71 Borrowing and lending Suichang Water Resources Bureau 50,000.00 deposit Suichang Shuangyuan Hydropwer Co., Ltd 500,000.00 work expense Lishui Bowei Auto Care 693 Repair cost ▇▇▇ ▇▇▇▇▇▇▇▇▇ 2,000.00 Reserve fund Chen Xiangliang 3,000.00 Reserve fund ▇▇▇▇ ▇▇▇▇▇▇ 3,000.00 Reserve fund Yin Lichang 500 Reserve fund Li Qingshan 500 Reserve fund ▇▇▇▇ ▇▇▇▇▇▇▇ 20,000.00 Reserve fund Zheng Wuxiong 5,000.00 Reserve fund ▇▇ ▇▇▇▇▇▇▇ 15,000.00 Reserve fund ▇▇▇▇ ▇▇▇▇▇▇▇▇ 500 Reserve fund Shanghai Zhaoyin 30,000.00 Work bond Chongqing New Century 100,000.00 Work bond Shanghai Zhaoyin Power Equipment Co., Ltd 100,000.00 Work bond Staff financing 1,520,000.00 Last payment for the retaining wall 0.6 work expense Zheng Yinyi 11,473.15 work expense ▇▇ ▇▇▇▇▇▇ 26,915.20 work expense for retaining wall Research office 5,000.00 Wu Linxiang 2,905.92 work expense for retaining wall ▇▇ ▇▇▇▇▇▇▇▇▇ 0.03 work expense for retaining wall Shanghai Zhengji Eectronic Co., ltd 100,000.00 Work bond Hangzhou Guorui Power Supply ompany 30,000.00 Work bond Huzhou Zhengdao Lifting Equipment Co., Ltd 60,450.00 Work bond Zhengjiang Hydropower Construction Equipment Co., Ltd 135,000.00 Work bond Nanjing Nanrui Automation Control Co., Ltd 188,000.00 Work bond Jiangshan Transformer Factory 150,000.00 Work bond Land Requisition Fund 2,435,100.00 Provincial Tunnel Project Company 800,000.00 Bond Provincial Third Geological Mine Company 1,200,000.00 Bond Jinhua Shuitai Hydropower Project Company 1,200,000.00 Bond Fujian Nanping Nandian Hydropower Equipment Manufacturing Company 1,123,000.00 Bond Pension Insurance 169,566.60 Work-related injury insurance 13,792.00 Union fee 48,694.00 Education Charge 12,127.45 Dinning hall 40.00 We had provided guarantee for the following bank loans of Suichang County Jiulongshan Hydropower Development Co., Ltd as set forth in Appendix 4: Whereas CHC is willing to purchase one hundred percent of the equity interest of Suichang County Jiulongshan Hydropower Development Co., Ltd, we hereby undertake that: 1. We will continually fulfill our guarantee obligations under above-mentioned guarantee contracts until the fulfillment of the guarantee contracts are legally completed. 2. If the creditor, the lending bank, requests us to provide the guarantee and perform the procedure separately, we hereby undertake that, prior to the remitting date specified in Article 7.2.1 of “Formal Equity Interest Transfer Contract of Suichang County Jiulongshan Hydropower Development Co., Ltd” signed by CHC, Guangsha Construction Co., Ltd and Lu Chunliang, we will provide the relevant guarantee and perform the procedure unconditionally in accordance with the creditor’s requirements upon the Transferee’s provision of counter guarantee and assumption of the guarantee cost and provide an ongoing guarantee for the undue loans of Suichang County Jiulongshan Hydropower Development Co., Ltd.
Appears in 2 contracts
Sources: Equity Interest Transfer Contract (China Hydroelectric Corp), Equity Interest Transfer Contract (China Hydroelectric Corp)
Reporting Day. The formal presentation data of the Assets Appraisal report is November 15, 2007. Suichang Jiulongshan Hydropower Development Co., Ltd. Share Transfer Project (No text in this passage) Assets Appraisal Institution: Beijing ▇▇▇▇ ▇▇ Assets Valuation Company Ltd. Legal Representative of Assets Appraisal Institution: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ China Certified Public Valuer: Wang Ri ▇▇▇▇ ▇▇ China Certified Public Valuer: Sun Chaohui November 15, 2007 Suichang Jiulongshan ▇▇▇ ▇▇▇▇▇▇▇ Zhejiang Jingning Yingchuan Hydropower Development Co., Ltd. Share Transfer Project Suichang Jiulongshan November 15, 2007 Zhejiang Jingning Yingchuan Hydropower Development Co., Ltd. Share Transfer Project Zhejiang Jingning Yingchuan Hydropower Development Co., Ltd. Share Transfer Project This document is exclusive for the economic activities to fulfill appraisal objectives and delivered to the administrative competent departments for assets appraisal for review. The use right of the appraisal report belongs to the entrustee, so without the permission of the entrustee, no offer or disclosure of this report shall be made by the appraisal institution. At the same time, without the approval of us, the whole or partial report shall not be published on the open media by the entrustee. Jingdu is exempt from any legal responsibilities for any other results of economic activities by due to the inappropriate quotation by the entrustee of the appraisal result. Breakdown of Restructuring Credits and Debts of the Object Company and Measures therefore By September 30, 2007, the Audit Report of Beijing Jingdu CPA Limited affirms that the capital balance in the finance account of Jiulongshan Yingchuan Hydropower Project (“Object Company”, same as below) is RMB 221,118.13238,386.62, the net worth balance of accounts receivable is RMB 10,639,814.20 (provision of bad-debt reserve RMB 559,990.22), the net worth balance of other receivables is RMB 23,582,940.71and 8,417,616.45 (Provision of bad-debt reserve RMB 443,032.45) and the balance of liabilities other than those from banks is RMB 9,896,759.9531,878,828.43. Upon consultation between the Transferors and the Transferee, they have agreed as follows regarding the aforesaid credits and debts (including currency capital):
1. In accordance with the Equity Interest Transfer Contract, the Transferors shall restructure the credits (including currency capital and other receivables, same as below) and debts (including other payables, payable benefits to staff, tax payableeexcluding bank loans, same as below) of the Object Company, in other words, the Object Company will pass the credits and debts to Zhejiang Guangsha Hydropower Investment Co., Ltd by signing credits and debts agreements with creditors and debtors.
2. Upon restructuring, the Object Company shall receive from or pay Zhejiang Guangsha Hydropower Investment Co., Ltd the credits and debts; in accordance with the Equity Interest Transfer Agreement and Framework Agreement, such credits and debts shall be enjoyed and borne by Guangsha Hydropower Investment Co., Ltd.
3. Changes in the credits and debts from the Base Date to Delivery Date shall be settled by the Transferors and Transferee through settling the credits and debts as of the Delivery Date in accordance with the Equity Interest Transfer Contract and these measures.
4. Breakdown of the credits and debts as of the assessment date is as follows (attached hereto): Date: _________ 2007 By Sep.30, 2007 Unit: RMB Guangsha Hydropower Investment Co., Ltd 22,982,747.71 Borrowing and lending Suichang Water Resources Bureau 50,000.00 deposit Suichang Shuangyuan Hydropwer Co., Ltd 500,000.00 work expense Lishui Bowei Auto Care 693 Repair cost ▇▇▇ ▇▇▇▇▇▇▇▇▇ 2,000.00 Reserve fund Chen Xiangliang 3,000.00 Reserve fund ▇▇▇▇ ▇▇▇▇▇▇ 3,000.00 Reserve fund Yin Lichang 500 Reserve fund Li Qingshan 500 Reserve fund ▇▇▇▇ ▇▇▇▇▇▇▇ 20,000.00 Reserve fund Zheng Wuxiong 5,000.00 Reserve fund ▇▇ ▇▇▇▇▇▇▇ 15,000.00 Reserve fund ▇▇▇▇ ▇▇▇▇▇▇▇▇ 500 Reserve fund Shanghai Zhaoyin 30,000.00 Work bond Chongqing New Century 100,000.00 Work bond Shanghai Zhaoyin Power Equipment Co., Ltd 100,000.00 Work bond Staff financing 1,520,000.00 Last payment for the retaining wall 0.6 work expense Zheng Yinyi 11,473.15 work expense ▇▇ ▇▇▇▇▇▇ 26,915.20 work expense for retaining wall Research office 5,000.00 Wu Linxiang 2,905.92 work expense for retaining wall ▇▇ ▇▇▇▇▇▇▇▇▇ 0.03 work expense for retaining wall Shanghai Zhengji Eectronic Co., ltd 100,000.00 Work bond Hangzhou Guorui Power Supply ompany 30,000.00 Work bond Huzhou Zhengdao Lifting Equipment Co., Ltd 60,450.00 Work bond Zhengjiang Hydropower Construction Equipment Co., Ltd 135,000.00 Work bond Nanjing Nanrui Automation Control Co., Ltd 188,000.00 Work bond Jiangshan Transformer Factory 150,000.00 Work bond Land Requisition Fund 2,435,100.00 Provincial Tunnel Project Company 800,000.00 Bond Provincial Third Geological Mine Company 1,200,000.00 Bond Jinhua Shuitai Hydropower Project Company 1,200,000.00 Bond Fujian Nanping Nandian Hydropower Equipment Manufacturing Company 1,123,000.00 Bond Pension Insurance 169,566.60 Work-related injury insurance 13,792.00 Union fee 48,694.00 Education Charge 12,127.45 Dinning hall 40.00 We had provided guarantee for the following bank loans of Suichang County Jiulongshan Hydropower Development Co., Ltd as set forth in Appendix 4: Whereas CHC is willing to purchase one hundred percent of the equity interest of Suichang County Jiulongshan Hydropower Development Co., Ltd, we hereby undertake that:
1. We will continually fulfill our guarantee obligations under above-mentioned guarantee contracts until the fulfillment of the guarantee contracts are legally completed.
2. If the creditor, the lending bank, requests us to provide the guarantee and perform the procedure separately, we hereby undertake that, prior to the remitting date specified in Article 7.2.1 of “Formal Equity Interest Transfer Contract of Suichang County Jiulongshan Hydropower Development Co., Ltd” signed by CHC, Guangsha Construction Co., Ltd and Lu Chunliang, we will provide the relevant guarantee and perform the procedure unconditionally in accordance with the creditor’s requirements upon the Transferee’s provision of counter guarantee and assumption of the guarantee cost and provide an ongoing guarantee for the undue loans of Suichang County Jiulongshan Hydropower Development Co., Ltd.
Appears in 2 contracts
Sources: Equity Interest Transfer Contract (China Hydroelectric Corp), Equity Interest Transfer Contract (China Hydroelectric Corp)