MASTER AGREEMENTMaster Agreement • November 13th, 2007 • WSP Holdings LTD
LOAN AGREEMENTLoan Agreement • November 13th, 2007 • WSP Holdings LTD • Hong Kong
AS THE "NOTE TRUSTEE" FIRST PRIORITY SHARE MORTGAGE IN RESPECT OF SHARES OF EASTAR GROUP HOLDINGS LIMITED TABLE OF CONTENTSWSP Holdings LTD • November 13th, 2007
AND EASTAR GROUP HOLDINGS LIMITED SHARE SWAP AGREEMENT IN RELATION TO FIRST SPACE HOLDINGS LIMITEDAgreement • November 13th, 2007 • WSP Holdings LTD • Hong Kong
RECITALSEmployment Agreement • November 13th, 2007 • WSP Holdings LTD • New York
WSP HOLDINGS LIMITED AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of __________ , 2007Deposit Agreement • November 20th, 2007 • WSP Holdings LTD • Oil & gas field machinery & equipment • New York
DEPOSIT AGREEMENT dated as of __________ , 2007 (the "Deposit Agreement") among WSP HOLDINGS LIMITED and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
Exhibit 10.37 WUXI HEAT INSULATION TUBING CO., LTD. SHAREHOLDERS AGREEMENT Party A: Wuxi Seamless Oil Pipes Company Limited Party B: Changlin Zhu After discussion and negotiation, both parties hereby mutually agree on the followings with respect to...WSP Holdings LTD • November 13th, 2007
ASSET TRANSFER AGREEMENTAsset Transfer Agreement • November 13th, 2007 • WSP Holdings LTD
AND EASTAR GROUP HOLDINGS LIMITED SHARE SALE AND PURCHASE AGREEMENTShare Sale and Purchase Agreement • November 13th, 2007 • WSP Holdings LTD • Hong Kong
EXHIBIT 10.17 English Translation For Reference Only EQUITY INTEREST TRANSFER AGREEMENT Transferor: Wuxi Seamless Oil Pipes Company Limited (hereinafter referred to as "Party A") Address: No. 38 Zhujiang Road, New District, Wuxi, P.R.C. Postal Code:...WSP Holdings LTD • November 13th, 2007
DEED OF ASSIGNMENT relating to the promissory noteWSP Holdings LTD • November 13th, 2007 • Hong Kong
AND FIRST SPACE HOLDINGS LIMITED EQUITY TRANSFER AGREEMENTEquity Transfer Agreement • November 13th, 2007 • WSP Holdings LTD
Exhibit 10.30 JOINT VENTURE CONTRACT For the establishment of WUXI SEAMLESS OIL PIPE CO., LTD. Between WUXI HUAYI INVESTMENT CO., LTD. and UMW ACE(L) LTD. AUGUST 2005Joint Venture Contract • November 13th, 2007 • WSP Holdings LTD
RECITALSIndemnification Agreement • November 13th, 2007 • WSP Holdings LTD • New York
SHAREHOLDER'S LOAN AGREEMENT THIS SHAREHOLDER'S LOAN AGREEMENT (the AGREEMENT) is entered into and executed on_________, 200_ BY AND BETWEEN UMW ACE (L) LTD., a company registered in Malaysia and its legal address at Brumby House, Jalan Bahasa, P.O....Shareholder's Loan Agreement • November 13th, 2007 • WSP Holdings LTD • Shanghai
LOAN CONTRACT Contract No.: [ ]WSP Holdings LTD • November 13th, 2007
EQUITY COMMITMENT LETTERWSP Holdings LTD • March 19th, 2013 • Oil & gas field machinery & equipment • Delaware
This letter agreement sets forth the commitment of H.D.S. Investments LLC, a limited liability company incorporated under the laws of State of Washington (“Sponsor”), subject to the terms and conditions contained herein, to purchase certain equity interests of WSP OCTG GROUP Ltd. (WSP 石油钢管集团有限公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among WSP Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Parent and JM OCTG GROUP Ltd. (JM 石油钢管集团有限公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the
AGREEMENT AND PLAN OF MERGER by and among WSP OCTG GROUP Ltd. (WSP 石油钢管集团有限公司), JM OCTG GROUP Ltd. (JM石油钢管集团有限公司), and WSP Holdings Limited Dated as of 21 February 2013Agreement and Plan of Merger • February 21st, 2013 • WSP Holdings LTD • Oil & gas field machinery & equipment • Delaware
FACTORY BUILDING LEASE AGREEMENT September 20, 2006 FACTORY BUILDING LEASE AGREEMENT Party A: WUXI SEAMLESS OIL PIPES COMPANY LIMITED (lessor) Party B: HAILONG DRILL PIPE (WUXI) CO., LTD. (lessee) After good faith negotiations regarding the lease of...Factory Building Lease Agreement • November 13th, 2007 • WSP Holdings LTD
Guarantee ContractWSP Holdings LTD • November 15th, 2013 • Oil & gas field machinery & equipment
The Creditor and Chaoyang Seamless Oil Steel Casting Pipes Co., Ltd. (the “Debtor”) entered into a Debt Waiver Agreement (the “Principal Contract”) on May 15, 2013, under which the Creditor shall waive part of the debts that the Debtor owes the Creditor upon the satisfaction of certain conditions. Party A is willing to provide guarantee for the performance of all obligations under the Principal Contract by the Debtor. With a view to specifying each party’s rights and obligations, both parties hereby, in accordance with the Contract Law, the Guarantee Law and other relevant laws and regulations, enter into this Guarantee Contract through consultation on an equal basis for mutual compliance.
AGREEMENT FOR ASSIGNMENT OF CREDITOR'S RIGHTSWSP Holdings LTD • November 13th, 2007
CONTRACT FOR GRANT OF STATE-OWNED LAND USE RIGHT (Land Grant Contract) Xu Tu Chu (2006) No. 32 Parties to the Contract: Grantor: Land and Resources Bureau of Xuyi County, Jiangsu Province, PRC (hereinafter referred to as "Party A") Grantee: Jiangsu...Contract for Grant • November 13th, 2007 • WSP Holdings LTD
EXHIBIT 10.33 English Translation For Reference Only GF-2000-0101 PURCHASE AND SALE CONTRACT FOR INDUSTRIAL GOODSWSP Holdings LTD • November 13th, 2007
REGISTRATION RIGHTS AGREEMENT by and among WSP HOLDINGS LIMITED and THE OTHER PARTIES NAMED HEREINRegistration Rights Agreement • November 13th, 2007 • WSP Holdings LTD • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated October 17, 2007 (this ”Agreement”), among WSP Holdings Limited, a company organized and existing under the laws of the Cayman Islands (the “Company”), Expert Master Holdings Limited, a company organized and existing under the laws of the British Virgin Islands (“EMH”) and the Persons listed on Schedule 1 hereto.
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • August 15th, 2013 • WSP Holdings LTD • Oil & gas field machinery & equipment
This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, dated as of 15 August 2013 (this “Amendment”), is by and among WSP OCTG GROUP Ltd. (WSP石油钢管集团有限公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), JM OCTG GROUP Ltd. (JM石油钢管集团有限公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and WSP Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.
EQUITY INTEREST TRANSFER AGREEMENT Transferor: Wuxi Seamless Oil Pipes Company Limited (hereinafter referred to as "Party A") Address: No. 38 Zhujiang Road, New District, Wuxi, P.R.C. Postal Code: 214028 Legal Representative: Abdul Halim bin Harun...Equity Interest Transfer Agreement • November 13th, 2007 • WSP Holdings LTD
LONG-TERM SUPPLY AGREEMENT THIS AGREEMENT (this "Agreement") is made and executed in Wuxi, Jiangsu Province on the 5th day of December, 2006 by and between: Party A: Wuxi Seamless Oil Pipes Company Limited Address: No. 38, Zhujiang Road, New and...Long-Term Supply Agreement • November 13th, 2007 • WSP Holdings LTD
FRAMEWORK AGREEMENT THIS AGREEMENT (this "Agreement") is made and executed in Wuxi, Jiangsu Province, P. R. C. on the 5th day of January, 2007 by and between: Party A: Wuxi Seamless Oil Pipes Company Limited Address: No. 38, Zhujiang Road, New and...Framework Agreement • November 13th, 2007 • WSP Holdings LTD
Joint Venture ContractWSP Holdings LTD • June 12th, 2008 • Oil & gas field machinery & equipment
THIS CONTRACT is entered into by and between Liaoning Large Steel Tube Co., Ltd. (hereinafter referred to as ‘‘Party A’’) and First Space Holdings Limited (Chinese name ’’ hereinafter referred to as ‘‘Party B’’) in Wuxi, China, on March 27, 2008 in accordance with the Law of the People’s Republic of China on Sino-foreign Equity Joint Ventures and other relevant laws and regulations of the People’s Republic of China (hereinafter referred to as the ‘‘PRC’’), in order to jointly invest in and establish Liaoyang Seamless Oil Pipe Co., Ltd. (hereinafter referred to as ‘‘JVC’’) in Liaoyang City, Liaoning Province, China.
Shares Sale and Purchase AgreementWSP Holdings LTD • April 30th, 2012 • Oil & gas field machinery & equipment
WHEREAS Party A, as one of the shareholders of Chaoyang Seamless Oil Steel Casting Pipes Co., Ltd. (herein after referred to as "Chaoyang Company"), has made capital contribution to Chaoyang Company in an aggregate amount of RMB51 million which accounts for 51% stake of the total capital investment of Chaoyang Company. After joint consultation with respect to the sale of the entire capital contribution to Chaoyang Company by Party A to Party B, the parties hereby agree as follows:
AGREEMENTAgreement • November 13th, 2007 • WSP Holdings LTD
COMMITMENT LETTER Wuxi Seamless Oil Pipes Company Limited: On April 22, 2005, your company and Bank of Communications Wuxi Branch Chaoyang Sub-branch (hereinafter "BOC") entered into a Guarantee Contract (No. Boccy-D062(2005)-122). According to this...WSP Holdings LTD • November 13th, 2007
On April 22, 2005, your company and Bank of Communications Wuxi Branch Chaoyang Sub-branch (hereinafter "BOC") entered into a Guarantee Contract (No. Boccy-D062(2005)-122). According to this Guarantee Contract, your company provided joint liability guarantee for China Huayuan Group Jiangsu Company Limied (hereinafter referred to as "Huayuan Jiangsu") which borrowed RMB 9 million from the BOC, for which the repayment was due on October 20, 2005; the term of your guarantee is for two years from the end of the debt repayment period.
WSP Holdings Limited 25,000,000 American Depositary Shares Representing 50,000,000 Ordinary Shares (Par Value US$0.0001 Per Share) Underwriting AgreementUnderwriting Agreement • November 30th, 2007 • WSP Holdings LTD • Oil & gas field machinery & equipment • New York
The Offered ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of December [ ], 2007, among the Company,
Exhibit 10.31 AGREEMENT FOR TERMINATION OF THE JOINT VENTURE CONTRACT AND ARTICLES OF ASSOCIATION OF WUXI SEAMLESS OIL PIPE CO., LTD. THIS AGREEMENT (this "Agreement") is made and executed in Wuxi, Jiangsu Province on this 18th day of August, 2006 by...Agreement • November 13th, 2007 • WSP Holdings LTD
Debt Waiver AgreementDebt Waiver Agreement • November 15th, 2013 • WSP Holdings LTD • Oil & gas field machinery & equipment
WHEREAS Party A and Party B used to be each other’s affiliate with certain debts in between reflected in the accounts, and Party C has become Party’s B controlling shareholder by way of acquiring 51% equity interests in Party B from Party A. The original debts between Party A and Party B shall be settled in a timely manner. Taking into consideration the actual situation of relevant enterprises and the fact of equity interest transfer, the parties hereby reach the following agreement through consultation:
