China Ming Yang Wind Power Group Limited 25,000,000 American Depositary Shares Representing 25,000,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2010 • China Ming Yang Wind Power Group LTD • Engines & turbines • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 7th, 2010 • China Ming Yang Wind Power Group LTD • Engines & turbines • New York
This Indemnification Agreement (the “Agreement”) is entered into as of by and between China Ming Yang Wind Power Group Limited, a Cayman Islands company (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER Among ZHONGSHAN RUISHENG ANTAI INVESTMENT CO., LTD REGAL CONCORD LIMITED, REGAL ALLY LIMITED and CHINA MING YANG WIND POWER GROUP LIMITED Dated as of February 2, 2016Agreement and Plan of Merger • February 3rd, 2016 • China Ming Yang Wind Power Group LTD • Engines & turbines • New York
AGREEMENT AND PLAN OF MERGER, dated as of February 2, 2016 (this “Agreement”), among Zhongshan Ruisheng Antai Investment Co., Ltd , a limited liability company incorporated under the laws of the People’s Republic of China (“Holdco”), Regal Concord Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”, together with Holdco, the “Parent Parties”), Regal Ally Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and China Ming Yang Wind Power Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
LIMITED GUARANTEELimited Guarantee • March 2nd, 2016 • China Ming Yang Wind Power Group LTD • Engines & turbines • New York
LIMITED GUARANTEE, dated as of February 4, 2016 (this “Limited Guarantee”), by Anhui Zhongan Xinzhao Private Equity Investment LLP (the “Guarantor”) in favor of China Ming Yang Wind Power Group Limited (the “Guaranteed Party”).
Technology License AgreementTechnology License Agreement • July 7th, 2011 • China Ming Yang Wind Power Group LTD • Engines & turbines
In this Contract, Party B transfers the use right of technological know-how of 1.5MW wind turbine design and manufacturing technology and engineering service technology to Party A and Party A shall pay relevant charges. The following agreement is hereby concluded between and abided by the two parties through consultation on the basis of equality and truly and sufficiently expressing their will according to “Contract Law of the People’s Republic of China”.
AMENDED AND RESTATED ROLLOVER AGREEMENTRollover Agreement • June 22nd, 2016 • China Ming Yang Wind Power Group LTD • Engines & turbines • New York
This AMENDED AND RESTATED ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of June 22, 2016 by and among Regal Concord Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), and Chuanwei Zhang, First Windy Investment Corp., Ling Wu, Rich Wind Energy Three Corp., Yuan Li, Eapard Investment Management Co., Ltd., Stephanie Ye Cai, SCGC Capital Holding Company Limited, Ironmont Investment Co., Ltd., and the management shareholders signatory hereto (each a “Rollover Shareholder”), each a shareholder of China Ming Yang Wind Power Group Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Machinery Transfer AgreementMachinery Transfer Agreement • July 7th, 2011 • China Ming Yang Wind Power Group LTD • Engines & turbines
Party A and Party B reached the following agreements regarding the transfer of assets (computer and low voltage switch cabinet) on the basis of fairness, willingness and mutual benefit.
Real Estate Sales Contract of Guangdong Province (Applicable to Sales of Second-Hand House) This contract is provided by Zhongshan Municipal Bureau of National Land Resources free of chargeChina Ming Yang Wind Power Group LTD • July 7th, 2011 • Engines & turbines
The agreement as follows, with reference to sales of the real estate hereunder, is entered into by and between Party A and Party B, based upon fairness, willingness and friendly consultation, according to national and provincial laws, regulations and relevant provisions.
AMENDED AND RESTATED CONSORTIUM AGREEMENT among CHUANWEI ZHANG LING WU FIRST WINDY INVESTMENT CORP. RICH WIND ENERGY THREE CORP. and ANHUI ZHONGAN XINZHAO PRIVATE EQUITY INVESTMENT LLP GUANGZHOU HUIFU KAILE INVESTMENT (L.P.) SHANGHAI DAJUN GUANCHENG...Consortium Agreement • June 22nd, 2016 • China Ming Yang Wind Power Group LTD • Engines & turbines • Hong Kong
THIS AMENDED AND RESTATED CONSORTIUM AGREEMENT is made as of June 22, 2016, among Chuanwei Zhang (the “Founder”), Ling Wu (“Ms. Wu”), First Windy Investment Corp., a company incorporated under the laws of the British Virgin Islands (“Founder Vehicle 1”), Rich Wind Energy Three Corp., a company incorporated under the laws of the British Virgin Islands (“Founder Vehicle 2” and together with Founder Vehicle 1, Ms. Wu and the Founder, the “Founder Parties”), and Anhui Zhongan Xinzhao Private Equity Investment LLP, Guangzhou Huifu Kaile Investment (L.P.) and Shanghai Dajun Guancheng Capital Fund (each a “Sponsor” and together with any other financials sponsor which becomes a party to this Agreement in accordance with this Agreement, the “Sponsors”). Each of the Founder Parties (taken as a whole), and the Sponsors is referred to herein as a “Party” and collectively, the “Parties” or the “Consortium”.
Guarantee Contract Contract No.: [2009] Corporation Guarantee No.141China Ming Yang Wind Power Group LTD • September 21st, 2010 • Engines & turbines
WHEREAS, Party B consecutively grants No.105 credit to Guangdong Mingyang Wind Power Technology Company Ltd. (hereinafter referred to as “the Debtor”) , Party B and the Debtor have entered into and/or will enter into the RMB Fund Loan Contract, Foreign Currency Fund Loan Contract, Bank Acceptance Agreement, Establishment of L/C Agreement, Guarantee Issuing Agreement and/or other legal instruments (the above contracts, agreements and/or other legal instruments signed during the creditor’s rights determination period hereinafter referred to as “the Main Contract”) from June 1st, 2009 to July 1st, 2010 to:
Datang Jilin Xiangyang Wind Farm Phase-I Project (400 MW) Wind Turbine Generators and Subsidiary Devices Purchase Contract Buyer: Datang Jilin Roaring 40s Power Generation Co., Ltd. Seller: Guangdong Mingyang Wind Power Technology Company Ltd....China Ming Yang Wind Power Group LTD • September 7th, 2010 • Engines & turbines
This Contract shall be in effect when the Buyer notifies the Seller in writing that preconditions under Article 36 hereof have been satisfied (“Effective Date”).
Engagement Letter of Chief Technical AdviserChina Ming Yang Wind Power Group LTD • September 7th, 2010 • Engines & turbines
With regards to the engagement of Party B by Party A, the two parties enter into this Contract for Engagement on the basis of fair, voluntary, and mutual-benefit according to the Contract Law of the People’s Republic of China. Hereby agree as follow:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2010 • China Ming Yang Wind Power Group LTD • Engines & turbines • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 14, 2010 by and among China Ming Yang Wind Power Group Limited, an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), each of the Persons listed on Schedule A (the “Investors” and, individually, an “Investor”).
Licence Agreement for SCD TechnologyLicence Agreement • September 7th, 2010 • China Ming Yang Wind Power Group LTD • Engines & turbines
A-design assessment is a complete examination of the design analyses with the required material and component tests is required, together with witnessing of the commissioning of one of the first wind turbines. The detail information is referred to GL certification guidelines.
Lease AgreementLease Agreement • September 7th, 2010 • China Ming Yang Wind Power Group LTD • Engines & turbines
Technology Transfer Agreement ForTechnology Transfer Agreement • September 14th, 2010 • China Ming Yang Wind Power Group LTD • Engines & turbines
Transference Contract for Land Use Right in Zhongshan CityChina Ming Yang Wind Power Group LTD • September 7th, 2010 • Engines & turbines
According to the national and provincial law and relevant rules, both parties has reached the following agreement regarding the following land use right transference on the basis of fair, willingness and consensus negotiation:
Licence Agreement aeroBlade 1.5 (Contract No. 07DEGDY4020070630) between aerodyn Energiesysteme GmbH Provianthausstrasse 9 24768 Rendsburg Germany -aerodyn and Ming Yang Electrical Appliances Combine. Daling District of National Hi-tech Industrial...Licence Agreement • September 7th, 2010 • China Ming Yang Wind Power Group LTD • Engines & turbines
Joint Filing AgreementJoint Filing Agreement • August 16th, 2012 • China Ming Yang Wind Power Group LTD • Engines & turbines
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value US$0.001 per share, of China Ming Yang Wind Power Group Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
FORM NONQUALIFIED STOCK OPTION AGREEMENT] CHINA MING YANG WIND POWER GROUP LIMITED NONQUALIFIED SHARE OPTION AGREEMENTNonqualified Stock Option Agreement • September 7th, 2010 • China Ming Yang Wind Power Group LTD • Engines & turbines • New York
THIS AGREEMENT (the “Agreement”), is made as of the day of , 2010, between China Ming Yang Wind Power Group Limited, a corporation incorporated in the Cayman Islands (hereinafter called the “Company”), and (hereinafter called the “Participant”). This Agreement shall become effective conditional and immediately upon the pricing of the Company’s initial public offering of its ordinary shares, par value US$0.001 per share (the “Shares”), in the form of American depositary shares on the New York Stock Exchange (such pricing date, the “Date of Grant”):
Joint Filing AgreementJoint Filing Agreement • February 11th, 2011 • China Ming Yang Wind Power Group LTD • Engines & turbines
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value US$0.001 per share, of China Ming Yang Wind Power Group Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Parts and Components of 1.5MW Wind Turbine (Controller Cabinet)China Ming Yang Wind Power Group LTD • September 7th, 2010 • Engines & turbines
Subject to the provisions of the Contract Law of the People’s Republic of China and other laws and regulations, Party A and Party B entered into this Contract through full negotiations. Hereby agreed as follows:
Form of REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 14th, 2010 • China Ming Yang Wind Power Group LTD • Engines & turbines • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 14, 2010 by and among China Ming Yang Wind Power Group Limited, an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), each of the Persons listed on Schedule A (the “Investors” and, individually, an “Investor”).
Supplementary Agreement on Equity Investment in Jilin Mingyang DatongChina Ming Yang Wind Power Group LTD • September 7th, 2010 • Engines & turbines
Party A and Party B have indicated in the Cooperation Agreement for Wind Power Equipment Manufacturing Industry between Guangdong Mingyang Wind Power Technology Co., Ltd. and Jilin Datong Group Co., Ltd. signed on April 27, 2008 that Party A shall cooperate with Party B to set up “Jilin Mingyang Datong Wind Power Technology Co., Ltd.” with a registered capital of RMB 100 million, in which, Party A contributes intangible assets of RMB 60 million and monetary fund of RMB 20 million, and Party B contributes land and monetary fund.
Consignment Design and Development Contract for the Wind Energy Converter Contract No. 06DEGDY4020060331China Ming Yang Wind Power Group LTD • September 7th, 2010 • Engines & turbines
aerodyn is an engineering consultancy focusing on business activities in the field of wind energy since 1983, since then having done business with about 30 different manufacturers of wind energy converters systems (WECS) and having worked on about 65 different types of WECS. Thus, aerodyn has many years of experience In the development of complete WECS and individual components via a comprehensive understanding of the technical and economic inter-connections of different kinds of WECS.
Equity Transfer AgreementEquity Transfer Agreement • September 7th, 2010 • China Ming Yang Wind Power Group LTD • Engines & turbines
This contract was made and entered into by and between Party A and Party B on the transfer of shares of Zhongshan Mingyang Wind Power Blade Technology Co., Ltd on October 20, 2008.
Supply Contract for Industrial and Mineral ProductsChina Ming Yang Wind Power Group LTD • September 7th, 2010 • Engines & turbines
Guangdong Mingyang Wind Power Technology Co., Ltd Industrial and Commercial Bank of China, Guangdong Branch Strategic Cooperation Agreement September, 2009China Ming Yang Wind Power Group LTD • September 7th, 2010 • Engines & turbines
For the purpose of promoting common development of business and establishing relationship of overall business cooperation, Guangdong Mingyang Wind Power Technology Co., Ltd (hereinafter referred to as “Party A”) and Industrial and Commercial Bank of China, Guangdong Branch (hereinafter referred to as “Party B”), by following the principle of “good faith, equality and mutual benefits, common development” and on a basis of business operation in accordance with the laws, regulations and rules, show their willingness to form long-term strategic cooperative partnership and reach the following agreement.
Maximum Guarantee Contract – Mingyang Wind Power (in quadruplicate) Maximum Guarantee Contract No.: GBZ476440120090495China Ming Yang Wind Power Group LTD • September 7th, 2010 • Engines & turbines
In order to ensure performance of the debt under the Master Contract prescribed in Article 1 of this Contract, the Guarantor is willing to provide guarantee for the Creditor. Both parties have concluded and entered into this Contract through consultation on the basis of equality. Definitions of the terms and expressions under this Contract shall be determined in accordance with the Master Contract, except otherwise stipulated in this Contract.
AgreementAgreement • September 7th, 2010 • China Ming Yang Wind Power Group LTD • Engines & turbines
In accordance with the Contract Law and relevant rules and regulations, regarding the guarantee services for the Yudean Zhanjiang Xuwen Wind Farm Project, Party A and Party B agree as follow through amicable negotiations:
Guangdong Mingyang Wind Power Group CO., LTD. Wind Turbine Supply ContractChina Ming Yang Wind Power Group LTD • April 30th, 2012 • Engines & turbines
Subrogation AgreementSubrogation Agreement • April 30th, 2012 • China Ming Yang Wind Power Group LTD • Engines & turbines
WHEREAS, Party B being actual executor of the Inner Mongolia Damaoqi Wind Power Farm, an agreement is hereby entered into by and between Party A and Party B through amicable consultation, to transfer the right as a creditor of RMB43,973,755.15 from Party A to Party B.
Loan AgreementsLoan Agreements • September 7th, 2010 • China Ming Yang Wind Power Group LTD • Engines & turbines
On the principle of mutual benefit and paid use of capital, both parties reach an agreement as follows through negotiation:
No. C1004-3382 Parts of 1.5MW Wind Turbine Generator System (Pitch Control System) Purchase Contract in 2010China Ming Yang Wind Power Group LTD • September 7th, 2010 • Engines & turbines
After negotiation in all aspects, Party A and Party B enter into and conclude this Contract and agree to abide by the following clauses in accordance with Contract Law of P.R.C. and other statutes.
Supplementary Agreement to the Patent License AgreementSupplementary Agreement • September 14th, 2010 • China Ming Yang Wind Power Group LTD • Engines & turbines
WHEREAS Party A and Party B entered into a patent license agreement (the Patent License Agreement) in connection with the license of the protection system for bridgeam shoot-through of 6KV three-level inverter (the Patent) owned by Party A on October 5, 2006. The license fee is RMB2.5 million.
