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 • NewQuest Asia Fund I, L.P. • 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”).
LIMITED GUARANTEELimited Guarantee • January 13th, 2014 • NewQuest Asia Fund I, L.P. • 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).
ROLLOVER AND SUPPORT AGREEMENT January 13, 2014Rollover and Support Agreement • January 13th, 2014 • NewQuest Asia Fund I, L.P. • Electric services • Hong Kong
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of the date set forth above by and among CPT Wyndham Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and the shareholders of China Hydroelectric Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ARAHL LETTER OF SUPPORTLetter Agreement • August 21st, 2012 • NewQuest Asia Fund I, L.P. • Electric services
JOINT FILING AGREEMENTJoint Filing Agreement • August 21st, 2012 • NewQuest Asia Fund I, L.P. • Electric services
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
September 24, 2013 Vicis Capital Master FundCertain Option Agreement • September 24th, 2013 • NewQuest Asia Fund I, L.P. • Electric services • New York
ContractJoint Filing Agreement • April 25th, 2011 • NewQuest Asia Fund I, L.P. • Industrial & commercial fans & blowers & air purifing equip
Pursuant to, and in accordance with, the requirements of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, each party hereto hereby agrees to jointly file a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of Wuhan General Group (China), Inc., a Nevada corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such joint filings.
July 31, 2013 Vicis Capital Master FundCertain Option Agreement • July 31st, 2013 • NewQuest Asia Fund I, L.P. • Electric services • New York
OPTION AGREEMENTOption Agreement • July 3rd, 2013 • NewQuest Asia Fund I, L.P. • Electric services • New York
This OPTION AGREEMENT (this “Agreement”), dated July 3, 2013 (the “Effective Date”), is by and between VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (“Vicis”), with a mailing address care of Vicis Capital, LLC, 445 Park Avenue, Suite 1901, New York, New York 10022, and CPI BALLPARK INVESTMENTS LTD, a company incorporated in the Republic of Mauritius (the “Optionee”), with a mailing address care of DTOS Ltd, 10th Floor, Raffles Tower, 19 Cybercity, Ebene, Mauritius.
Settlement AgreementSettlement Agreement • October 2nd, 2012 • NewQuest Asia Fund I, L.P. • Electric services • New York
This Settlement Agreement (this “Agreement”) is effective as of September 30, 2012 (the “Effective Date”) by and among the parties signatory hereto.
AGREEMENT OF PURCHASE AND SALE BY AND AMONG CPI BALLPARK INVESTMENTS LTD, AS BUYER, AND SWISS RE FINANCIAL PRODUCTS CORPORATION, AS SELLER DATED AS OF DECEMBER 3, 2012Agreement of Purchase and Sale • December 5th, 2012 • NewQuest Asia Fund I, L.P. • Electric services • New York
This Agreement of Purchase and Sale (this “Purchase Agreement”), dated as of December 3, 2012 (the “Signing Date”), is entered into by and among CPI Ballpark Investments Ltd, a company incorporated in the Republic of Mauritius (“Buyer”) and Swiss Re Financial Products Corporation (the “Seller”). Each of Buyer and Seller is referred to individually herein as a “Party” and collectively, as the “Parties.” Capitalized terms used but not otherwise defined shall have the meanings set forth in Article I.
AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN CPI BALLPARK INVESTMENTS LTD, AS BUYER, AND VICIS CAPITAL MASTER FUND, AS SELLER DATED AS OF JULY 3, 2013Agreement of Purchase and Sale • July 3rd, 2013 • NewQuest Asia Fund I, L.P. • Electric services • New York
This Agreement of Purchase and Sale (this “Purchase Agreement”), dated as of July 3, 2013 (the “Signing Date”), is entered into by and between CPI Ballpark Investments Ltd, a company incorporated in the Republic of Mauritius (“Buyer”) and Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Seller”). Each of Buyer and Seller is referred to individually herein as a “Party” and collectively, as the “Parties.” Capitalized terms used but not otherwise defined shall have the meanings set forth in Article I.
JOINT FILING AGREEMENTJoint Filing Agreement • December 5th, 2012 • NewQuest Asia Fund I, L.P. • Electric services
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
VOTING AGREEMENTLetter Agreement • August 21st, 2012 • NewQuest Asia Fund I, L.P. • Electric services • New York
Each of the undersigned (each a “Shareholder”, and together the “Consortium”) is a shareholder of China Hydroelectric Corporation, a company organized and existing under the laws of the Cayman Islands (the “Company”), and beneficially owns the number of ordinary shares, par value $0.001 per share (“Shares”), of the Company and/or American Depositary Shares of the Company (“ADSs”), each representing three Shares, set forth opposite its name on Schedule A hereto (such Shares or ADSs, together with (i) any other Shares, ADSs or other capital stock of the Company acquired by the Shareholder after the date hereof and (ii) any Shares received by the Shareholder upon conversion of any ADSs held by the Shareholder, in each case after the date hereof and during the term of this Letter Agreement, being collectively referred to herein as the Shareholder’s “Subject Shares”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 25th, 2011 • NewQuest Asia Fund I, L.P. • Miscellaneous fabricated metal products
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
JOINT FILING AGREEMENTJoint Filing Agreement • April 19th, 2011 • NewQuest Asia Fund I, L.P. • Electric services
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
JOINT FILING AGREEMENTJoint Filing Agreement • April 25th, 2011 • NewQuest Asia Fund I, L.P. • Electric services
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
JOINT FILING AGREEMENTJoint Filing Agreement • January 13th, 2014 • NewQuest Asia Fund I, L.P. • Electric services
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
EQUITY COMMITMENT LETTER January 13, 2014NewQuest Asia Fund I, L.P. • January 13th, 2014 • 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
JOINT FILING AGREEMENTJoint Filing Agreement • August 30th, 2012 • NewQuest Asia Fund I, L.P. • Electric services
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
