DEED OF TRANSFER AND TERMINATION
This DEED OF TRANSFER AND TERMINATION (this “ Deed ”) is made on April 8 , 2010 (the “
Effective Date ”) among China Environment Fund III, L.P. (“ CEF ”), Sun Kwok Ping (
), holder of
Hong Kong document of identity No. DA9001901 (“ Founder ”) and Nobao Renewable Energy Holdings
Limited, a Cayman Islands company (the “ Company ”). Each of CEF, the Founder and the Company shall
hereinafter individually be referred to as a “ Party ” and collectively as the “ Parties ”.
NOW IT IS HEREBY AGREED BY THE PARTIES AS FOLLOWS:
(A) The Parties have entered into the following agreements (the “ Agreements ” and each, an “ Agreement ”):
Option Agreement No. 1 dated January 15, 2010 (“ Option Agreement No. 1 ”); and
Option Agreement No. 3 dated January 15, 2010 (“ Option Agreement No. 3 ”).
(B) Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the
(C) Pursuant to the terms of the Agreements, either CEF or the Founder may have a right to purchase a certain
number of shares in the Company from the Founder or CEF, respectively, based on the Adjusted Post
Money Valuation determined pursuant to the Agreements.
(D) The Parties desire to enter into this Deed and terminate the Agreements.
1. SHARE TRANSFER
1.1 On the date hereof, the Founder shall transfer to CEF, for an aggregate consideration of one United State
dollar, 274,382 ordinary shares, par value US$0.001 per share, of the Company (the “ Adjustment
1.2 In connection with the transfer contemplated in Section 1.1 above, the Founder shall deliver to CEF duly
executed instruments of transfer of the Adjustment Shares in favour of CEF together with the share
1.3 The Parties shall procure that a written resolution of all directors of the Company be passed at which the
following shall be approved: (i) the transfer of the Adjustment Shares and (ii) the entrie