INDEMNIFICATION AGREEMENTIndemnification Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of May , 2011, by and between NOBAO RENEWABLE ENERGY HOLDINGS LIMITED, an exempted company duly incorporated and validly existing under the Law of the Cayman Islands (the “Company”), and (the “Indemnitee”), a director of the Company.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of October 21, 2010, by and among Nobao Renewable Energy Holdings Limited, a Cayman Islands company (the “Company”), and Eric (Xun) Chen, a citizen of the United States of America (the “Director” or “Indemnitee”).
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT-Sale Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • Hong Kong
THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of October 21, 2010, by and among NOBAO RENEWABLE ENERGY HOLDINGS LIMITED, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), SLP NOBLE HOLDINGS LTD., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Silver Lake”), CHINA ENVIRONMENT FUND III, L.P., an exempted limited partnership registered in the Cayman Islands (“CEF”), TAI FENG INVESTMENTS LIMITED, a company duly organized and validly existing under the Laws of the British Virgin Islands and wholly owned by Mr. Kwok Ping Sun (the “Founder”) and WIDE SAFETY INTERNATIONAL LIMITED, a Hong Kong company (“Wide Safety”).
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • Hong Kong
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (the “Agreement”) is made as of October 21, 2010, by and among (i) NOBAO RENEWABLE ENERGY HOLDINGS LIMITED, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), (ii) SLP NOBLE HOLDINGS LTD., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Silver Lake”), CHINA ENVIRONMENT FUND III, L.P., an exempted limited partnership registered in the Cayman Islands (“CEF” and, together with Silver Lake, the “Investors”), (iii) TAI FENG INVESTMENTS LIMITED, a company duly incorporated and validly existing under the Laws of the British Virgin Islands and wholly owned by Mr. Kwok Ping Sun (the “Founder”) and WIDE SAFETY INTERNATIONAL LIMITED, a Hong Kong company (“Wide Safety”), and (iv) EASTERN WELL HOLDINGS LIMITED, a company duly incorporated and validly existing under the Laws of Hong Kong (“Eastern Well”), NUOXIN ENERGY TECHNOLOGY (SHANGHAI) CO., L
Contract for Grant of State-owned Land Use RightSupplementary Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
Agreement on Acquisition of All the Equity Interest in Shanghai Nobo Energy Technology Co., Ltd.Nobao Renewable Energy Holdings LTD • May 6th, 2011 • Air-cond & warm air heatg equip & comm & indl refrig equip
Through friendly consultation between Eastern Well Holdings Limited (Hong Kong) and Guo Wei and Sang Jinlai, shareholders of Shanghai Nobo Energy Technology Co., Ltd., in accordance with the provisions of the Interim Provisions on Merger or Acquisition of Domestic Enterprises by Foreign Investors, the Law of the People’s Republic of China on Foreign Investment Enterprises, the Company Law as well as the resolutions adopted at the shareholders’ meeting and the executive directors’ meeting of Shanghai Nobo Energy Technology Co., Ltd., and according to the principles of equality and mutual benefit, Party A has come to agree to transfer to Party C all of the 90% equity interest he holds in Shanghai Nobo Energy Technology Co., Ltd. in the amount of RMB 9 million, Party B has come to agree to transfer to Party C all of the 10% equity interest he holds in Shanghai Nobo Energy Technology Co., Ltd. in the amount of RMB 1 million, and Party C has come to agree to accept all the equity interest P
Lease AgreementLease Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
Lessee: Nuoxin Energy Technology (Shanghai) Co., Ltd. (“Party B”), a limited liability company duly organized and validly existing under the PRC laws.
Equity Transfer AgreementEquity Transfer Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
Transferor (Party A): Bright Praise Holdings Limited Address: Unit 1006 10/F Carnarvon Plaza, 20 Carnarvon Road TST Hongkong Legal representative: Kwok Ping Sun Tel: 00852-27340411 Fax: 00852-30191936
Equity Transfer AgreementEquity Transfer Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
This Equity Transfer Agreement (this “Agreement”) dated December 31, 2009 is entered into by and between the following parties in Shanghai, People’s Republic of China (“PRC”):
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this , 2010 (the “Effective Date”), by and between Nobao Renewable Energy Holdings Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company” and, together with all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies, collectively referred to as the “Company Group”), and , an individual (the “Executive”).
Dated January 15 2010 The persons whose names and addresses are set out in Schedule 1 Part A and The corporation whose name and address is set out in Schedule 1 Part B (Vendors) and Nobao Renewable Energy Holdings Limited (Purchaser) Share Exchange...Share Exchange Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, NONCOMPETITION AND NONSOLICITATION AGREEMENTNoncompetition and Nonsolicitation Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
This CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, NONCOMPETITION AND NONSOLICITATION AGREEMENT (“Agreement”) is made and entered into as of [ ], [ ] (“Effective Date”), by and between Nuoxin Energy Technology (Shanghai) Co., Ltd. (the “Company”), a wholly foreign-owned enterprise organized and existing under the laws of People’s Republic of China (“China” or the “PRC”), and the undersigned individual (the “Employee”). Unless the context otherwise requires, the term “Company” in this Agreement shall also include all subsidiary, parent or related corporations of the Company.
AMENDMENT TO SERIES A-1 SENIOR PREFERRED SHARE PURCHASE AGREEMENTSenior Preferred Share Purchase Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
THIS AMENDMENT TO SERIES A-1 SENIOR PREFERRED SHARE PURCHASE AGREEMENT (this “Amendment”) is made as of May 6, 2011, by and among (i) NOBAO RENEWABLE ENERGY HOLDINGS LIMITED, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), (ii) SLP NOBLE HOLDINGS LTD., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Investor”), (iii) KWOK PING SUN, a citizen of Hong Kong with the Hong Kong passport No. of DA9001901 (“Mr. Kwok Ping Sun”) and TAI FENG INVESTMENTS LIMITED, a company duly organized and validly existing under the Laws of the British Virgin Islands and wholly owned by Mr. Kwok Ping Sun (“Tai Feng” and, together with Mr. Kwok Ping Sun, the “Founders”), (iv) NUOXIN ENERGY TECHNOLOGY (SHANGHAI) CO., LTD., a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nuoxin”) and (v) JIANGXI NOBAO ELECTRONICS CO., LTD., a wholly foreign own
NOBAO RENEWABLE ENERGY HOLDINGS LIMITEDNobao Renewable Energy Holdings LTD • May 6th, 2011 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This letter agreement is to confirm our agreement relating to the purchase by Government of Singapore Investment Corporation Pte Ltd (the “Investor”), a company incorporated under the laws of Singapore, of ordinary shares (“Shares”) in Nobao Renewable Energy Holdings Limited, a company incorporated in the Cayman Islands (the “Company”), on the terms and subject to the conditions set forth herein. The Investor’s purchase of the Shares will be subject to and concurrent with the Company’s initial public offering (the “IPO”) of American depositary shares (“ADS”), each representing such number of Shares as specified in the registration statement on Form F-1, including the Prospectus (as defined below) (the “Registration Statement”) that the Company has filed or will file with the U.S. Securities and Exchange Commission (the “Commission”) in connection with the IPO or any amendments thereto.
SERIES A PREFERRED SHARE PURCHASE AGREEMENTShareholders Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • Hong Kong
THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of June 18, 2009, by and among EASTERN WELL HOLDINGS LIMITED , a company duly incorporated and validly existing under the Laws of Hong Kong (the “Company”), CHINA ENVIRONMENT FUND III, L.P., a limited liability partnership organized and validly existing under the Laws of the Cayman Islands (the “Investor”), SUN KWOK PING , a citizen of Hong Kong with the Hong Kong passport No. of DA9001901 (the “Founder”), SHANGHAI NOBO COMMERCE & TRADE CO., LTD. , a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nobo”), NUOXIN ENERGY TECHNOLOGY (SHANGHAI) CO., LTD. , a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nuoxin”) and JIANGXI NOBAO ELECTRIC CO., LTD. , a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Jiangxi Nobao”).
SERIES A-1 SENIOR PREFERRED SHARE PURCHASE AGREEMENTSenior Preferred Share Purchase Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • Hong Kong
THIS SERIES A-1 SENIOR PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of October 16, 2010, by and among (i) NOBAO RENEWABLE ENERGY HOLDINGS LIMITED, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), (ii) SLP NOBLE HOLDINGS LTD., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Investor”), (iii) KWOK PING SUN, a citizen of Hong Kong with the Hong Kong passport No. of DA9001901 (“Mr. Kwok Ping Sun”) and TAI FENG INVESTMENTS LIMITED, a company duly organized and validly existing under the Laws of the British Virgin Islands and wholly owned by Mr. Kwok Ping Sun (“Tai Feng” and, together with Mr. Kwok Ping Sun, the “Founders”), and (iv) NUOXIN ENERGY TECHNOLOGY (SHANGHAI) CO., LTD., a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nuoxin”) and JIANGXI NOBAO ELECTRONICS CO., LTD., a wholly foreign owned enterp
The Centralized Energy Supply Contract in the Form of an Energy Management Contract of Su-Tong Science & Technology ParkNobao Renewable Energy Holdings LTD • May 6th, 2011 • Air-cond & warm air heatg equip & comm & indl refrig equip
After amicable consultation and based upon a true and full expression of their respective intensions, Party A and Party B have come to agree as follows in accordance with the Contract Law of the People’s Republic of China and other applicable laws and regulations and both of them hereby agree to abide by such agreement.
Contract for Grant of State-owned Land Use RightNobao Renewable Energy Holdings LTD • May 6th, 2011 • Air-cond & warm air heatg equip & comm & indl refrig equip
KWOK PING SUN NOBAO RENEWABLE ENERGY HOLDINGS LIMITED ACE EXCEL LIMITED AND ACE CAPTAIN HOLDINGS LIMITED SHARE SUBSCRIPTION AGREEMENT Dated July 30, 2010 ORRICK, HERRINGTON & SUTCLIFFE 43rd Floor Gloucester Tower The Landmark 15 Queen’s Road Central...Share Subscription Agreement • May 6th, 2011 • Nobao Renewable Energy Holdings LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • Hong Kong
