GUSHAN ENVIRONMENTAL ENERGY LIMITED AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Deposit Agreement Dated as of December 24, 2007Deposit Agreement • April 30th, 2009 • Gushan Environmental Energy LTD • Industrial organic chemicals • New York
DEPOSIT AGREEMENT dated as of December 24, 2007, among Gushan Environmental Energy Limited, a corporation incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
GUSHAN ENVIRONMENTAL ENERGY LIMITED (an exempted company limited by shares under the laws of the Cayman Islands) 18,000,000 American Depositary Shares representing 36,000,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2007 • Gushan Environmental Energy LTD • American depositary receipts • New York
Gushan Environmental Energy Limited, an exempted company limited by shares under the laws of the Cayman Islands (the “Company”), and the persons listed on Schedule A-II hereto (the “Selling Shareholders”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other underwriters named in Schedule A-I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the issue and sale by the Company and the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of American Depositary Shares (“ADSs”), each representing two ordinary shares, par value HK$0.00001 per share, of the Company (“Ordinary Shares”), set forth in
Investors’ Rights Agreement GUSHAN ENVIRONMENTAL ENERGY LIMITED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 3rd, 2007 • Gushan Environmental Energy LTD • Hong Kong
THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 20th day of September 2007, by and among Gushan Environmental Energy Limited (the “Company”), a company incorporated in the Cayman Islands, the investors listed on Schedule A hereto, each of which is herein referred to as the “Investor”, and the holders of shares listed on Schedule B hereto, each of which is herein referred to as a “Ordinary Shareholder”.
Agreement on Share Transfer of Hunan Yin Lian Xiangbei Copper Company LimitedGushan Environmental Energy LTD • May 15th, 2012 • Industrial organic chemicals
This Agreement (hereinafter referred to as the “Agreement”) is made on the 27th day of July 2011 in Miluo City of the People’s Republic of China (hereinafter referred to as the “PRC”) between:
THE BANK OF NEW YORK MELLON ESCROW AGREEMENT between Gushan Environmental Energy Limited (“Gushan”) and Carling Technology Limited (“Carling”) as Depositors and THE BANK OF NEW YORK MELLON acting as Escrow Agent Dated as of 30 November 2010 ESCROW...Escrow Agreement • June 20th, 2011 • Gushan Environmental Energy LTD • Industrial organic chemicals • Hong Kong
THE BANK OF NEW YORK MELLON (the “Escrow Agent”), which expression shall, unless the context otherwise requires, include its successors, assigns, permitted delegates or agents as such Escrow Agent; and
1) CARLING TECHNOLOGY LIMITED and (2) TIGER GLOBAL PRIVATE INVESTMENT PARTNERS III, L.P. and (3) UNITED CAPITAL INVESTMENT GROUP LIMITED and (4) YU JIANQIU and (5) JOYWIN TECHNOLOGY LIMITED and (6) PROFIT FAITH TECHNOLOGY LIMITED and (7) BRIGHTEST...Agreement • December 3rd, 2007 • Gushan Environmental Energy LTD • Hong Kong
Technology Development (Cooperation) Agreement (English Translation)Gushan Environmental Energy LTD • December 3rd, 2007
Whereas Party A is an enterprise specialized in researching and producing chemical products, such as bio-diesel, etc, while as a professional research institution, Party B has plenty research resources. In order to facilitate each other’s business and bring each of their advantages into full play in their bio-energy R&D joint project, Party A and Party B, based on the true and full expression of their wishes and through friendly consultation, enter into this Agreement pursuant to the provisions of “Contract Law of the People’s Republic of China” and promise to be bound by this Agreement.
SHARE PURCHASE AGREEMENT BETWEEN GUSHAN ENVIRONMENTAL ENERGY LIMITED, ENGEN INVESTMENTS LIMITED, GOLD HERO HOLDINGS LIMITED AND SILVER HARVEST HOLDINGS LIMITED, 39/F, Two International Finance Centre Central Hong Kong Tel: (852) 2509 7888 Fax: (852)...Share Purchase Agreement • June 20th, 2011 • Gushan Environmental Energy LTD • Industrial organic chemicals • Virgin Islands
GUSHAN ENVIRONMENTAL ENERGY LIMITED, a business company incorporated with limited liability under the laws of the Cayman Islands, with its registered office at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands (“Gushan”)
Contract on Technology Development (Cooperation) (English Translation)Gushan Environmental Energy LTD • December 3rd, 2007
Whereas: Party A is an enterprise specialized in the research and production of chemicals such as biological diesel, and Party B is a research structure possessing ample resources for scientific research. To learn each other’s good points for common progress and display their respective advantages, both parties conclude, through friendly negotiation and on the basis of true and ample expression of their respective wills, following contract for joint observation on joint participation in the technological project for research and development of biomass energy in accordance with “Contract Law of the People’s Republic of China”.
Agreement on Share Transfer of Guangzhou Taiyue Communications Cable Co. Ltd.Gushan Environmental Energy LTD • May 15th, 2012 • Industrial organic chemicals
This Agreement (hereinafter referred to as the “Agreement”) is made on the 3rd day of November 2011 in Guangzhou City of the People’s Republic of China (hereinafter referred to as the “PRC”) between:
STOCK PURCHASE AGREEMENT BETWEEN GUSHAN ENVIRONMENTAL ENERGY LIMITED, ENGEN INVESTMENTS LIMITED, GOLD HERO HOLDINGS LIMITED AND SILVER HARVEST HOLDINGS LIMITED, 39/F, Two International Finance Centre Central Hong Kong Tel: (852) 2509 7888 Fax: (852)...Stock Purchase Agreement • June 20th, 2011 • Gushan Environmental Energy LTD • Industrial organic chemicals • Virgin Islands
GUSHAN ENVIRONMENTAL ENERGY LIMITED, a business company incorporated with limited liability under the laws of the Cayman Islands, with its registered office at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-111, Cayman Islands (“Gushan”)
SERVICE AGREEMENTService Agreement • December 3rd, 2007 • Gushan Environmental Energy LTD • Hong Kong
Agreement on Share Transfer and Capital Increase of Mianyang Jin Xin Copper Company LimitedGushan Environmental Energy LTD • June 20th, 2011 • Industrial organic chemicals
This Agreement (hereinafter referred to as the “Agreement”) is made on the 22nd day of September 2010 in Mianyang City of the People’s Republic of China (hereinafter referred to as the “PRC”) between:
SHARE OPTION AGREEMENTShare Option Agreement • May 15th, 2012 • Gushan Environmental Energy LTD • Industrial organic chemicals • Virgin Islands
This Share Option Agreement (“Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between GUSHAN ENVIRONMENTAL ENERGY LIMITED, an exempted company incorporated in the Cayman Islands with limited liability (“Gushan”) with its American depositary shares listed on the New York Stock Exchange (“NYSE”), ENGEN INVESTMENTS LIMITED, a business company incorporated with limited liability under the laws of the British Virgin Islands (the “Company”), and the optionee named below (“Optionee”).
