Exhibit
2.2
Equity Transfer
Agreement
Transferor
(hereinafter referred to as Party A): Zhaoheng Holdings
Limited
Address: Unit
05, 3/F, Mirror Tower, 61 Mody Road, Tsim Sha Tsui East, Kowloon,
Hong Kong
Legal
Representative: Guosheng Xu
Transferee
(hereinafter referred to as party B): Zhaoheng Hydropower (Hong
Kong) Limited
Address: Unit
05, 3/F, Mirror Tower, 61 Mody Road, Tsim Sha Tsui East, Kowloon,
Hong Kong
Legal
Representative: Guosheng Xu
In accordance
with the relevant PRC laws and regulations and adhering to the
principles of voluntariness, fairness and good faith, Party A and
Party B sign this Equity Transfer Agreement (this
“Agreement”).
Hunan Zhaoheng
Hydropower Co., Ltd. (hereinafter referred to as Hunan Zhaoheng) is
a joint venture company and was founded in 2003. As of the signing
date of this Agreement, the registered capital of Hunan Zhaoheng
was RMB150 million, of which Hunan Sanjiang Electric Power Co.,
Ltd. contributed RMB50 million, or 33.3% equity interest and
Zhaoheng Holdings Limited contributed RMB100 million, or 66.7%
equity interest.
1. The Equity
Transferred
Party A agrees
to sell, and Party B agrees to purchase from Party A a 66.7% equity
interest in Hunan Zhaoheng, which is equivalent to RMB100 million
(the “Equity Transfer”).
2. Sales Price
and Payment Terms
2.1: The price
of this Equity Transfer is RMB100 million (the “total
amount”).
2.2: Party A
and Party B agree that within three working days from the date this
Agreement becomes effective, Party B shall pay Party A 20% of the
total amount as deposit. The deposit shall be offset against the
total amount after Party A and Party B fulfill their obligations
under this Agreement. If this Agreement is not fullfilled due to
Party B’s default, Party B is not entitled to claim a refund
of the deposit. If this Agreement is not fullfilled due to Party
A’s default, Party A shall refund twice the amount of the
deposit.
2.3: Party B
shall pay Party A the balance of the total amount within five
working days from the date the registration of the Equity Transfer
with the Administration for Industry and Commerce is
completed to the bank account designated by Party
A.
Account Name:
Zhaoheng Holdings Limited
Bank Name: Bank
of China (Hong Kong)
Account Number:
01259110033268
3. Rights and
Obligations of Both Parties
3.1: Party A
shall obtain the approval of more than half of the other
shareholders of Hunan Zhaoheng regarding this Equity Transfer. Once
Party A receives the deposit from Party B, Party A and Party B
shall amend the shareholder register, articles of association and
register the Equity Transfer with the Administration for Industry
and Commerce. Party A shall provide Party B with the relevant
documents and materials required by the aforementioned
registration.
3.2: As of the
date of amendment of the shareholder register, Party A will no
longer enjoy any shareholder right, and Party B shall be the
legitimate owner and enjoy all rights and bear all obligations
attached to the equity transferred.
4. Taxes and
Fees for this Equity Transfer
Party A and
Party B each shall bear his corresponding liability concerning
governmental fees and taxes in relation to this Equity Transfer in
accordance with relevant PRC laws and regulations.
5.1: If Party B
fails to pay Party A the consideration for the Equity Transfer in
accor
