Exhibit 10.16
DEED OF SHARE TRANSFER
THIS AGREEMENT is SUPPLEMENTAL TO THE SHARE TRANSFER AGREEMENT DATED 9 JUNE 2006
between the parties hereto and is made and entered into as a deed on this 18 day
of August 2006, with effect as of 15 July 2006, and between:-
(1) Yonghua Solar Power Investment Holding Ltd ("YONGHUA");
(2) Yongliang Solar Power Investment Holding Ltd ("YONGLIANG");
(3) Yongqiang Solar Power Investment Holding Ltd ("YONGQIANG");
(4) WHF Investment Co., Ltd ("WHF");
(5) Yongfa Solar Power Investment Holding Ltd ("YONGFA");
(6) YongGuan Solar Power Investment Holding Ltd ("YONGGUAN");
(7) Forever-brightness Investments Limited ("FOREVER");
(8) YongXing Solar Power Investment Holding Ltd ("YONGXING");
(9) Linyang Solar Power Investment Holding Ltd ("LINYANG"), together with all
of the parties listed in (1) to (8) inclusive above, having their
registered office at PO Box 173, Kingston Xxxxxxxx, Road Town, Tortola,
British Virgin Islands; and
(10) Xxx Xxx Shun, an individual identified by Hong Kong passport number
X00000000 and residing at XXXX 0X, Xx Xxxx Xxxxxxx, XxxXxx Xxxxx, Xxxx
Xxxx.
WITNESSETH:-
WHEREAS on 9 June 2006, the parties hereto entered into a share transfer
agreement in respect of the transfer of shares in Linyang then held by Xxx Xxx
Shun, Yongqiang and Yongliang respectively (the "SHARE TRANSFER AGREEMENT"), a
signed copy of which is attached to this Agreement as Schedule 1;
WHEREAS Article 3 of the Share Transfer Agreement has stipulated the
consideration for the share transfers contemplated thereunder, which were
calculated with reference to the consideration paid by Linyang in respect of its
acquisition of Jiangsu Linyang Solar Power Co., Ltd.;
WHEREAS upon renegotiation between the parties, the parties hereto entered into
a supplemental share transfer agreement in the Chinese language on 15 July 2006
(the "CHINESE AGREEMENT") to amend and supplement the Share Transfer Agreement
for the sole purpose of adjusting the consideration paid for the share transfers
that took place pursuant to the Share Transfer Agreement (by valuing Linyang at
RMB4.032 billion based on the 2006 net profit of
RMB1.2 billion, using a profit earning ratio of 3.36 and a payment exchange rate
of 1:8). A signed copy of the Chinese Agreement is attached to this Agreement as
Schedule 2;
WHEREAS subsequent to the execution of the Chinese Agreement, Linyang's Cayman
Islands Counsel has advised that the Chinese Agreement, if governed by Cayman
Islands law, may be void for want of consideration;
NOW, THEREFORE, by executing and delivering this Agreement as a deed governed by
the laws of the Cayman Islands, the parties hereto wish to record and confirm
the content of the Chinese Agreement as follows:
ARTICLE 1 CONSIDERATION
Each party hereto agrees to adjust the consideration payable for the share
transfers set forth in Article 3 of the Share Transfer Agreement. The adjusted
consideration for each such share transfer is as set forth in the Chinese
Agreement and is based upon the new valuation of Linyang referred to in the
Chinese Agreement and the percentage of shareholding and is as follows:
(i) in consideration of 24.5 Linyang shares, Yonghua shall pay to
Xxx Xxx Shun RMB98,800,000 for the shares transferred in accordance
with the Share Transfer Agreement and this Agreement;
(ii) in consideration of 12.5 Linyang shares, WHF shall pay to Xxx Xxx
Shun RMB50,400,000 for the shares transferred in accordance with the
Share Transfer Agreement and this Agreement;
(iii) in consideration of 5.0 Linyang shares, Yongfa shall pay to Xxx Xxx
Shun RMB20,160,000 for the shares transferred in accordance with the
Share Transfer Agreement and this Agreement;
(iv) in consideration of 0.5 Linyang share, YongGuan shall pay to Xxx Xxx
Shun RMB2,016,000 for the shares transferred in accordance with the
Share Transfer Agreement and this Agreement;
(v) in consideration of 1.0 Linyang shares, Forever shall pay to
Yongqiang RMB4,032,000 for the shares transferred in accordance with
the Share Transfer Agreement and this Agreement;
(vi) in consideration of 0.5 Linyang shares, YongXing shall pay to
Yongqiang RMB2,016,000 for the shares transferred in accordance with
the Share Transfer Agreement and this Agreement;
(vii) in consideration of 1.0 Linyang shares, Yongqiang shall pay to
Yongliang RMB4,032,000 for the shares transferred in accordance with
the Share Transfer Agreement and this Agreement; and
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(viii) in consideration of 0.5 Linyang shares, YongXing shall pay to
Yongliang RMB2,016,000 for the shares transferred in accordance with
the Share Transfer Agreement and this Agreement.
ARTICLE 2 PAYMENT
[The adjusted consideration described in Article 1, to the extent not already
received by the relevant transferors, must be paid and received by the relevant
transferors within 30 days from the date of execution of this Agreement.]
ARTICLE 3 MISCELLANEOUS
3.1 Save as described herein, all other provisions in the Share Transfer
Agreement shall continue to apply.
3.2 For the avoidance of doubt, this Agreement shall in all respects be
governed by, and construed in accordance with, the laws of the Cayman
Islands.
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute and deliver this Agreement as a deed on the day and
year first above written, effective as of 15 July 2006.
EXECUTED AS A DEED
For and on behalf of )
YONGHUA SOLAR POWER )
INVESTMENT HOLDING LTD )
) /s/ Xxxxxxx Xx
) -----------------------------------
) Xxxxxxx Xx
) Authorised Signatory
)
in the presence of:
/s/ Xxxxxxxxx Xxxx
------------------------------------
Witness
For and on behalf of )
YONGLIANG SOLAR POWER )
INVESTMENT HOLDING LTD )
) /s/ Yongliang Gu
) -----------------------------------
) Yongliang Gu
) Authorised Signatory
)
in the presence of:
/s/ Xxxxxxxxx Xxxx
------------------------------------
Witness
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For and on behalf of )
YONGQIANG SOLAR POWER )
INVESTMENT HOLDING LTD )
) /s/ Rongqiang Cui
) -----------------------------------
) Rongqiang
) Authorised Signatory
)
in the presence of:
/s/ Xxxxxxxxx Xxxx
------------------------------------
Witness
For and on behalf of )
WHF INVESTMENT CO., LTD )
)
) /s/ Xxxxxx Xxxx
) -----------------------------------
) Xxxxxx Xxxx
) Authorised Signatory
)
in the presence of:
/s/ Xxxxxxxxx Xxxx
------------------------------------
Witness
For and on behalf of )
YONGFA SOLAR POWER )
INVESTMENT HOLDING LTD )
) /s/ Xxxxxxx Xx
) -----------------------------------
) Xxxxxxx Xx
) Authorised Signatory
)
in the presence of:
/s/ Xxxxxxxxx Xxxx
------------------------------------
Witness
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For and on behalf of )
YONGGUAN SOLAR POWER )
INVESTMENT HOLDING LTD )
) /s/ Xxxxxx Xxxx
) -----------------------------------
) Xxxxxx Xxxx
) Authorised Signatory
)
in the presence of:
/s/ Xxxxxxxxx Xxxx
------------------------------------
Witness
For and on behalf of )
FOREVER-BRIGHTNESS INVESTMENT LIMITED )
)
) /s/ Min Cao
) -----------------------------------
) Min Cao
) Authorised Signatory
)
in the presence of:
/s/ Xxxxxxxxx Xxxx
------------------------------------
Witness
For and on behalf of )
YONGXING SOLAR POWER )
INVESTMENT HOLDING LTD )
) /s/ Xxxxxxx Xxxx
) -----------------------------------
) Xxxxxxx Xxxx
) Authorised Signatory
)
in the presence of:
/s/ Xxxxxxxxx Xxxx
------------------------------------
Witness
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For and on behalf of )
LINYANG SOLAR POWER )
INVESTMENT HOLDING LTD )
) /s/ Xxxxxxx Xx
) -----------------------------------
) Xxxxxxx Xx
) Authorised Signatory
)
in the presence of:
/s/ Xxxxxxxxx Xxxx
------------------------------------
Witness
XXX XXX SHUN )
)
) /s/ Xxx Xxx Shun
) -----------------------------------
) Xxx Xxx Shun
)
)
)
in the presence of:
/s/ Xxxxxxxxx Xxxx
------------------------------------
Witness
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