Amended Statement of Beneficial Ownership (sc 13d/a)

Share Name	Share Symbol	Market	Type
China Ming Yang Wind Power Grp. Limited American Depositary Shares, Each Representing One Ordinary Share $0.001 Par Value	NYSE:MY	NYSE	Common Stock

	Price Change	% Change	Share Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	2.44				0	01:00:00

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

China Ming Yang Wind Power Group Limited

(Name of Issuer)

Ordinary Shares, par value $0.001 per share

(Title of Class of Securities)

16951C108**

(CUSIP Number)

Chuanwei Zhang

Chief Executive Officer

China Ming Yang Wind Power Group Limited

Jianye Road, Mingyang Industry Park

National Hi-Tech Industrial Development Zone

Zhongshan, Guangdong 528437

People’s Republic of China

Copy to:

Leiming Chen, Esq.

Simpson Thacher & Bartlett

35/F, ICBC Tower, 3 Garden Road

Central, Hong Kong

+852-2514-7600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 2, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

**	This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing one ordinary share of the Issuer. No CUSIP has been assigned to the ordinary shares.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No. 16951C108


1.	Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only). Mr. Chuanwei Zhang
2.	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3.	SEC use Only
4.	Source of funds (see instructions): BK, OO, PF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization: People’s Republic of China
Number of shares beneficially owned by each reporting person with		7.	Sole voting power
		8.	Shared voting power 52,428,899
		9.	Sole dispositive power
		10.	Shared dispositive power 52,428,899
11.	Aggregate amount beneficially owned by each reporting person 52,428,899¹
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 32.7%²
14.	Type of reporting person (see instructions) IN

Such amount includes (i) 8,976,300 Ordinary Shares held by First Windy Investment Corp., (ii) 19,755,000 Ordinary Shares held by Rich Wind Energy Three Corp, (iii) 20,539,306 Ordinary Shares owned by Ms. Ling Wu, Mr. Zhang’s spouse, and (iv) 3,158,293 Ordinary Shares in the form of American Depositary Shares held by Mr. Zhang.

²	This percentage is calculated based upon 160,534,813 Ordinary Shares outstanding as of February 4, 2016, as provided by the Issuer.


CUSIP No. 16951C108


1.	Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only). First Windy Investment Corp.
2.	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3.	SEC use Only
4.	Source of funds (see instructions): BK, OO, AF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization British Virgin Islands
Number of shares beneficially owned by each reporting person with		7.	Sole voting power
		8.	Shared voting power 8,976,300
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 8,976,300
11.	Aggregate amount beneficially owned by each reporting person 8,976,300
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 5.6%¹
14.	Type of reporting person (see instructions) CO

¹	This percentage is calculated based upon 160,534,813 Ordinary Shares outstanding as of February 4, 2016, as provided by the Issuer.


CUSIP No. 16951C108


1.	Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only). Ms. Ling Wu
2.	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3.	SEC use Only
4.	Source of funds (see instructions): BK, OO, AF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization Saint Christopher and Nevis
Number of shares beneficially owned by each reporting person with		7.	Sole voting power
		8.	Shared voting power 52,428,899
		9.	Sole dispositive power
		10.	Shared Dispositive Power 52,428,899
11.	Aggregate amount beneficially owned by each reporting person 52,428,899¹
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 32.7%²
14.	Type of reporting person (see instructions) IN

Such amount includes (i) 8,976,300 Ordinary Shares held by First Windy Investment Corp., (ii) 19,755,000 Ordinary Shares held by Rich Wind Energy Three Corp., (iii) 20,539,306 Ordinary Shares owned by Ms. Ling Wu, and (iv) 3,158,293 Ordinary Shares in the form of American Depositary Shares held by Mr. Zhang.

²	This percentage is calculated based upon 160,534,813 Ordinary Shares outstanding as of February 4, 2016, as provided by the Issuer.


CUSIP No. 16951C108


1.	Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only). Rich Wind Energy Three Corp.
2.	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3.	SEC use Only
4.	Source of funds (see instructions): BK, OO, AF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization: British Virgin Islands
Number of shares beneficially owned by each reporting person with		7.	Sole voting power
		8.	Shared voting power 19,755,000
		9.	Sole dispositive power
		10.	Shared Dispositive Power 19,755,000
11.	Aggregate amount beneficially owned by each reporting person 19,755,000
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 12.3%¹
14.	Type of reporting person (see instructions) CO

¹	This percentage is calculated based upon 160,534,813 Ordinary Shares outstanding as of February 4, 2016, as provided by the Issuer.

Introductory Statement

This Amendment No. 3 to Schedule 13D (the “Amendment”) is filed jointly by Mr. Chuanwei Zhang (“Mr. Zhang”), First Windy Investment Corp. (“First Windy”), Ms. Ling Wu (“Ms. Wu”) and Rich Wind Energy Three Corp. (“Rich Wind”, and together with Mr. Zhang, First Windy and Ms. Wu, the “Reporting Persons”) and hereby amends and supplements the Schedule 13D initially filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on August 16, 2012, as amended and supplemented by Amendment No. 1 filed by the Reporting Persons with the SEC on June 19, 2015 and Amendment No. 2 filed by the Reporting Persons with the SEC on November 2, 2015, respectively (as so amended, the “Original Schedule 13D”, and as amended and supplemented by this Amendment, the “Schedule 13D”) with respect to the ordinary shares, par value US$0.001 per share (the “Ordinary Shares”), of China Ming Yang Wind Power Group Limited, a Cayman Islands company (the “Issuer”). The Ordinary Shares are represented by American Depositary Shares (“ADSs”), with each ADS representing one Ordinary Share. Information reported in the Original Schedule 13D with respect to the Reporting Persons remains in effect except to the extent that it is amended or superseded by information contained in this Amendment. Capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented by adding the following at the end thereof:

Pursuant to an Agreement and Plan of Merger, dated as of February 2, 2016 (the “Merger Agreement”), by and among (i) Zhongshan Ruisheng Antai Investment Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (“Holdco”), (ii) Regal Concord Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and an indirect wholly-owned subsidiary of Holdco (“Parent,” together with Holdco, the “Parent Parties”), (iii) Regal Ally Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and (iv) the Issuer, subject to the conditions set forth therein, Merger Sub will be merged with and into the Issuer with the Issuer continuing as the surviving company (the “Surviving Company”) and a wholly-owned subsidiary of Parent (the “Merger”). The descriptions of the Merger and of the Merger Agreement set forth in Item 4 below are incorporated by reference in their entirety in this Item 3. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit D and is incorporated herein by reference in its entirety.

The Reporting Persons, together with Guangzhou Haifu Kaile Investment (L.P.) (“Guangzhou Haifu”), Shanghai Dajun Guancheng Capital Fund (“Shanghai Dajun”) and Anhui Zhongan Xinzhao Private Equity Investment LLP (“CMHK” and, each of Guangzhou Haifu, Shanghai Dajun and CMHK, a “Sponsor,” and collectively the “Sponsors”, and together with the Reporting Persons, the “Consortium”) anticipate that, at a price of US$2.51 per ADS or Ordinary Share, approximately US$232 million will be expended in acquiring 91,901,176 outstanding Ordinary Shares, including Ordinary Shares represented by ADSs (calculated based on the number of outstanding Ordinary Shares, including Ordinary Shares represented by ADSs, as of February 2, 2016 as provided by the Issuer), owned by public shareholders of the Issuer (the “Publicly Held Shares”). This amount includes (a) the estimated funds required by the Consortium to (i) purchase the Publicly Held Shares, and (ii) pay for the outstanding options and restricted share units to purchase the Ordinary Shares, and (b) the estimated transaction costs associated with the purchase of the Publicly Held Shares.

The financing for the Merger and other transactions contemplated by the Merger Agreement will be obtained by the Consortium pursuant to (i) a debt commitment letter, dated as of February 2, 2016 (the “Debt Commitment Letter”), issued by the Guangdong Branch of China Construction Bank (the “Lender”), (ii) the equity commitment letter, dated as of February 2, 2016, by and between affiliates of Guangzhou Haifu and Holdco (the “Guangzhou Haifu Equity Commitment Letter”), (iii) the equity commitment letter, dated as of February 2, 2016, by and between affiliates of Shanghai Dajun and Holdco (the “Shanghai Dajun Equity Commitment Letter”), (iv) the equity commitment letter, dated as of February 4, 2016, by and between CMHK and Holdco (the “CMHK Equity Commitment Letter” and, together with the Guangzhou Haifu Equity Commitment Letter and the Shanghai Dajun Equity Commitment Letter, the “Sponsor Equity Commitment Letters”), and (iii) the equity commitment letter, dated as of February 4, 2016, by and between Mr. Zhang and Parent (the “Founder Equity Commitment Letter” and, together with the Sponsor Equity Commitment Letters, the “Equity Commitment Letters”). Under the terms and subject to the conditions of the Debt Commitment Letter, the Lender will provide up to RMB700 million in the aggregate of debt financing to Holdco to consummate the Merger. Under the terms and subject to the conditions of the Equity Commitment Letters, Mr. Zhang and the Sponsors will provide US$127 million in the aggregate of equity financing to the Parent Parties to consummate the Merger. The information disclosed in this paragraph is qualified in its entirety by reference to the Equity Commitment Letters and the Debt Commitment Letter, copies of which are filed as Exhibit E through Exhibit I, respectively, and are incorporated herein by reference in their entirety.

Concurrently with the execution of the Merger Agreement, the Reporting Persons, together with certain other shareholders of the Issuer named therein (the “Rollover Shareholders”), entered into a rollover agreement with Parent (the “Rollover Agreement”), pursuant to which the Rollover Shareholders agreed to convert, for nil consideration, 70,528,755 Ordinary Shares beneficially owned by them, including Ordinary Shares represented by ADSs, into newly issued ordinary shares of the Surviving Company at the effective time of the Merger. The information disclosed in this paragraph is qualified in its entirety by reference to the Rollover Agreement, a copy of which is filed as Exhibit J and is incorporated herein by reference in its entirety.

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following at the end thereof:

On February 2, 2016, the Issuer announced a press release that it had entered into the Merger Agreement, pursuant to which, Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving corporation. Under the terms of the Merger Agreement, at the effective time of the Merger, each Ordinary Share, including Ordinary Shares represented by ADSs, issued and outstanding immediately prior to the effective time of the Merger, other than (a) Ordinary Shares, including Ordinary Shares represented by ADSs, held by the Rollover Shareholders, (b) Ordinary Shares, including Ordinary Shares represented by ADSs, held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law (2013 Revision) of the Cayman Islands, (c) Ordinary Shares held by the Issuer or its subsidiaries and (d) Ordinary Shares reserved (but not yet allocated) by the Issuer for issuance and allocation upon exercise of any share incentive awards issued under the Company’s employee share incentive plans, will be cancelled and converted into the right to receive US$2.51 per ADS or Ordinary Share in cash without interest. The Merger is subject to the approval of the Issuer’s shareholders and various other closing conditions.

The purpose of the transactions contemplated under the Merger Agreement, including the Merger, is to acquire all of the Publicly Held Shares. If the Merger is consummated, the Ordinary Shares will no longer be traded on the New York Stock Exchange and will cease to be registered under Section 12 of the Exchange Act, and the Issuer will be privately held by the members of the Consortium and the Rollover Shareholders. The information disclosed in this paragraph and in the preceding paragraph of this Item 4 is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference in its entirety.

Concurrently with the execution of the Merger Agreement, the members of the Consortium entered into a consortium agreement (the “Consortium Agreement”), pursuant to which the members of the Consortium have agreed to, among other things, cooperate in good faith in connection with a transaction with respect to the Issuer (the “Transaction”), including the Merger. The Consortium Agreement provides for, among other things, the cooperation and participation by and among the members of the Consortium in the evaluation of the Issuer, engagement of advisors, formation of transaction vehicles, negotiation of the terms of definitive documentation in connection with the Transaction and finalization of debt financing in connection with the Transaction. The information disclosed in this paragraph is qualified in its entirety by reference to the Consortium Agreement, a copy of which is filed as Exhibit C and is incorporated hereby by reference in its entirety.

Concurrently with the execution of the Merger Agreement, the Rollover Shareholders, who collectively hold approximately 43.93% of the issued and outstanding Ordinary Shares of the Issuer (calculated based on the number of outstanding Ordinary Shares, including Ordinary Shares represented by ADSs, as of February 2, 2016 as provided by the Issuer), entered into a support agreement with Parent (the “Support Agreement”), pursuant to which each of the Rollover Shareholders has agreed (i) when a meeting of the shareholders of the Issuer is held, to appear at such meeting or otherwise cause their Ordinary Shares to be counted as present thereat for the purpose of establishing a quorum, (ii) to vote or cause to be voted at such meeting all their Ordinary Shares in favor of the adoption of the Merger Agreement and approval of the Merger, and (iii) to vote or cause to be voted at such meeting all their Ordinary Shares against the approval of any alternative transaction proposal or any other action contemplated by any an alternative transaction proposal. The information disclosed in this paragraph is qualified in its entirety by reference to the Support Agreement, a copy of which is filed as Exhibit K and is incorporated herein by reference in its entirety.

The information required by Item 4 not otherwise provided herein is set forth in Item 3 and is incorporated herein by reference.

Other than as described in Item 3 and Item 4 above, none of the Reporting Persons has any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

Paragraphs (a), (b) and (c) of Item 5 are hereby amended and restated in their entirety as follows:

(a)	The percentages used herein are calculated based upon the 160,534,813 Ordinary Shares that were outstanding as of February 4, 2016, as provided by the Issuer.

As of the date hereof, (i) Mr. Zhang directly owns 3,158,293 ADSs, each representing one Ordinary Share, representing approximately 2.0% of the outstanding Ordinary Shares, (ii) Frist Windy directly owns 8,976,300 Ordinary Shares, representing approximately 5.6% of the outstanding Ordinary Shares, (iii) Rich Wind directly owns 19,755,000 Ordinary Shares, representing approximately 12.3% of the outstanding Ordinary Shares, and (iv) Ms. Wu directly owns 20,539,306 Ordinary Shares, representing approximately 12.8% of the outstanding Ordinary Shares.

First Windy is wholly owned by Mr. Zhang. Rich Wind is wholly owned by Ms. Wu. Ms. Wu is Mr. Zhang’s spouse. Pursuant to Rule 13d-3 under the Exchange Act, Mr. Zhang and Ms. Wu may be deemed to beneficially own an aggregate of 52,428,899 Ordinary Shares, representing approximately 32.7% of the outstanding Ordinary Shares of the Issuer.

(b)

Each of Mr. Zhang and Ms. Wu is deemed to have shared power to vote or direct the vote, dispose or direct the disposition of 52,428,899 Ordinary Shares. First Windy has shared power to vote or direct the vote, dispose or direct the disposition of 8,976,300 Ordinary Shares. Rich Wind has shared power to vote or direct the vote, dispose or direct the disposition of 19,755,000 Ordinary Shares.

(c)	Other than the transaction described in this Amendment, no transaction in the Ordinary Shares was affected by Reporting Persons during the sixty days before the date of this Amendment.

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented by adding the following at the end thereof:

The descriptions in Item 3 and Item 4 of this Amendment of the Consortium Agreement, the Merger Agreement, the Equity Commitment Letters, the Debt Commitment Letter, the Rollover Agreement and the Support Agreement are incorporated herein by reference in their entirety. The summaries of certain provisions of such agreements in this Amendment are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements. The agreements listed in this Item 6 are filed herewith as Exhibit C through Exhibit K and are incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

Item 7 is hereby amended and supplemented by adding the following exhibit:

Exhibit A* —

Joint Filing Agreement, dated August 16, 2012, among the Reporting Persons, relating to the filing of a joint statement on Schedule 13D.

Exhibit B* —

Proposal Letter from Mr. Chuanwei Zhang to the board of directors of the Issuer, dated November 2, 2015

Exhibit C —

Consortium Agreement by and among the Reporting Persons and the Sponsors, dated February 2, 2016

Exhibit D —

Agreement and Plan of Merger by and among the Holdco, Parent, Merger Sub and the Issuer, dated February 2, 2016

Exhibit E —

Equity Commitment Letter by Chuanwei Zhang in favor of Parent dated February 4, 2016

Exhibit F —

Equity Commitment Letter by Anhui Zhongan Xinzhao Private Equity Investment LLP in favor of Holdco dated February 4, 2016

Exhibit G —

Equity Commitment Letter by Guangzhou HYAF Fund Management Ltd. Company, Guangzhou Huifu Kaile Investment (L.P.) and Guangzhou Huiyin Bosen Investment (L.P.) in favor of Holdco dated February 2, 2016

Exhibit H —

Equity Commitment Letter by Shanghai Dajun Guancheng Capital Fund, Shanghai Dajun Asset Management Fund, Zhejiang Dajun Asset Management Company Limited and Dajun Shengshi Selection Investment Fund in favor of Holdco dated February 2, 2016

Exhibit I —

Debt Commitment Letter issued by Guangdong Branch of China Construction Bank dated February 2, 2016

Exhibit J —

Rollover Agreement by and among the Parent and the Rollover Shareholders dated February 2, 2016

Exhibit K—

Support Agreement by and among the Parent and the Rollover Shareholders dated February 2, 2016

*	Previously filed.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 5, 2016


Chuanwei Zhang

/s/ Chuanwei Zhang
Chuanwei Zhang

First Windy Investment Corp.

By:	/s/ Chuanwei Zhang
	Name:	Chuanwei Zhang
	Title:	Sole Director

Ling Wu

/s/ Ling Wu
Ling Wu

Rich Wind Energy Three Corp.

By:	/s/ Ling Wu
	Name:	Ling Wu
	Title:	Sole Director

Exhibit C

EXECUTION VERSION

CONSORTIUM AGREEMENT

among

CHUANWEI ZHANG

LING WU

FIRST WINDY INVESTMENT CORP.

RICH WIND ENERGY THREE CORP.

and

GUANGZHOU HUIFU KAILE INVESTMENT (L.P.)

SHANGHAI DAJUN GUANCHENG CAPITAL FUND

Dated as of February 2, 2016

TABLE OF CONTENTS


		Page
ARTICLE IPROPOSAL; DEBT FINANCING; SURVIVING COMPANY OWNERSHIP

SECTION 1.01.	Participation in Transaction		2
SECTION 1.02.	Transaction Process		2
SECTION 1.03.	Debt Financing		3
SECTION 1.04.	Transaction Vehicles		3
SECTION 1.05.	Post-Closing Ownership		4

ARTICLE IIPARTICIPATION IN TRANSACTION; ADVISORS; APPROVALS

SECTION 2.01.	Participation in the Transaction		5
SECTION 2.02.	Information Sharing and Roles		5
SECTION 2.03.	Appointment of Advisors		5
SECTION 2.04.	Waivers and Consents		6

ARTICLE IIITRANSACTION COSTS
SECTION 3.01.	Expenses and Fee Sharing		6

ARTICLE IVLIMITATION OF LIABILITY

SECTION 4.01.	Limitation of Liability		7
ARTICLE VEXCLUSIVITY

SECTION 5.01.	Exclusivity Period		8

ARTICLE VITERMINATION
SECTION 6.01.	Failure to Agree		9
SECTION 6.02.	Effect of Termination For Failure to Agree		9

ARTICLE VIIANNOUNCEMENTS AND CONFIDENTIALITY

SECTION 7.01.	Announcements		10
SECTION 7.02.	Confidentiality		10
SECTION 7.03.	Permitted Disclosures		10

ARTICLE VIIINOTICES

SECTION 8.01.	Notices		11

ARTICLE IXREPRESENTATIONS AND WARRANTIES

SECTION 9.01.	Representations and Warranties		12
SECTION 9.02.	Target Ordinary Shares		12


ARTICLE XMISCELLANEOUS

SECTION 10.01.	Entire Agreement	13
SECTION 10.02.	Further Assurances	13
SECTION 10.03.	Severability	13
SECTION 10.04.	Amendments; Waivers	13
SECTION 10.05.	Assignment; No Third Party Beneficiaries	13
SECTION 10.06.	No Partnership or Agency	13
SECTION 10.07.	Counterparts	13
SECTION 10.08.	Governing Law	14
SECTION 10.09.	Dispute Resolution	14
SECTION 10.10.	Remedies	14

ARTICLE XIDEFINITIONS AND INTERPRETATION

SECTION 11.01.	Definitions	14
SECTION 11.02.	Statutory Provisions	14
SECTION 11.03.	Recitals and Schedules	14
SECTION 11.04.	Meaning of References	19
SECTION 11.05.	Headings	19
SECTION 11.06.	Negotiation of the Agreement	19



Schedule A		Existing Share Ownership
Schedule B		Capitalization Table of Surviving Company Immediately After Closing
Schedule C		Form of Adherence Agreement
Schedule D		New Sponsor

THIS CONSORTIUM AGREEMENT is made as of February 2, 2016, among Chuanwei Zhang (the “Founder”), Ling Wu (“Ms. Wu”), First Windy Investment Corp., a company incorporated under the laws of the British Virgin Islands (“Founder Vehicle 1”), Rich Wind Energy Three Corp., a company incorporated under the laws of the British Virgin Islands (“Founder Vehicle 2” and together with Founder Vehicle 1, Ms. Wu and the Founder, the “Founder Parties”), and Guangzhou Huifu Kaile Investment (L.P.) and Shanghai Dajun Guancheng Capital Fund (each a “Sponsor” and together with any other financials sponsor which becomes a party to this Agreement in accordance with this Agreement, the “Sponsors”). Each of the Founder Parties (taken as a whole), and the Sponsors is referred to herein as a “Party” and collectively, the “Parties” or the “Consortium”.

WHEREAS, the Parties propose to undertake a transaction (the “Transaction”) with respect to China Ming Yang Wind Power Group Limited (the “Target”), a company listed on the New York Stock Exchange (“NYSE”), in which the Founder (whether directly or through Founder Vehicle 1) holds 12,134,593, or approximately 7.56%, and Ms. Wu (whether directly or through Founder Vehicle 2) holds 40,294,306, or approximately 25.10% of the issued and outstanding ordinary shares, par value US$0.001 per share (“Target Ordinary Shares”) as of the date of this Agreement, and none of the Sponsors nor any of their respective Affiliates beneficially own any of the issued and outstanding Target Ordinary Shares (and does not beneficially own any options, warrants or other rights which are exercisable or exchangeable for, or convertible into, Target Ordinary Shares) as of the date of this Agreement. The purpose of the Transaction is to acquire the Target which would result in a delisting of the Target from NYSE and deregistering the Target under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”);

WHEREAS, in connection with the Transaction, the Parties propose (i) to form a new company (“Holdco”) under the laws of the PRC, (ii) to cause Holdco to form a new company (“Zhongshan SPV”) under the laws of the PRC, (iii) to cause Zhongshan SPV to form a direct, wholly-owned subsidiary (“BVI I”) under the laws of the British Virgin Islands, (iv) to cause BVI I to form a direct, wholly-owned subsidiary (“Parent”) under the laws of the British Virgin Islands and (vi) to cause Parent to form a direct, wholly-owned subsidiary (“Merger Sub”) under the laws of the Cayman Islands. At the Closing (as defined below), the Parties intend that (a) Merger Sub will be merged with and into the Target (the “Merger”), with the Target being the surviving company (the “Surviving Company”) and becoming a direct subsidiary of Parent, (b) each outstanding Target Ordinary Share as specified in Schedule A, other than the Rollover Shares (as defined below) held by the Rollover Shareholders (subject to any exceptions to be agreed between the Parties), will be cancelled in consideration for the right to receive the merger consideration per Target Ordinary Share to be set forth in the Merger Agreement (as defined below) (the “Merger Consideration”), (c) each vested Target option (subject to any exceptions to be agreed between the Parties) shall be cancelled in the Merger in consideration for a right to receive cash with a value equal to (i) the excess, if any, of the Merger Consideration over the exercise price of such vested Target option and (ii) the number of Target Ordinary Shares underlying such vested Target option, net of any applicable withholding taxes; provided that if the exercise price of any such vested Target option is equal to or greater than the Merger Consideration, such vested Target option shall be cancelled without any payment therefor, (d) each unvested Target option and each restricted share award of the Target shall be cancelled in

the Merger without the payment of any consideration to the holder thereof or assumed by Parent or one of its affiliates after the Effective Time, and (e) all Target Ordinary Shares held by the Rollover Shareholders, as specified in Schedule A (collectively, the “Rollover Shares”) will be converted into Common Shares (as defined below) at the effective time of the Merger (subject to any exceptions to be agreed between the Parties);

WHEREAS, the Founder has submitted a non-binding proposal, dated as of November 2, 2015 (the “Proposal”) to the Target’s board of directors in connection with the Transaction; and

WHEREAS, in accordance with the terms of this Agreement, the Parties will cooperate and participate in (a) the evaluation of the Target, including conducting due diligence of the Target and its business, (b) discussions regarding the Proposal with the Target, (c) the negotiation of the terms of definitive documentation in connection with the Transaction (in which negotiations the Parties expect that the Target will be represented by a special committee of independent and disinterested directors of the Target), including an agreement and plan of merger among Holdco, Parent, Merger Sub and the Target in the form to be agreed by the Parties (the “Merger Agreement”), which shall be subject to the approval of the board of directors of the Target, and (d) the finalization of definitive debt financing documents or additional equity investments in connection with the Transaction.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

PROPOSAL; DEBT FINANCING; SURVIVING COMPANY OWNERSHIP

SECTION 1.01. Participation in Transaction. The Parties agree to participate in the Transaction on the terms set forth in this Agreement. The Parties further agree that, the admission of any new party as a member of the Consortium to participate in the Transaction shall be subject to the prior approval of the Founder and the Sponsors (provided that no such approval shall be required to admit the Person listed on Schedule D as a Sponsor hereunder), and upon such approval (if required) by the Founder and the Sponsors, such new party shall execute an Adherence Agreement agreeing to be bound by the terms hereof as a “Sponsor”, a form of which is attached hereto as Schedule C.

SECTION 1.02. Transaction Process. The Parties shall: (a) undertake due diligence with respect to the Target and its business; (b) engage in discussions with the Target regarding the Proposal; and (c) negotiate in good faith the terms of the Documentation (including the terms of any other agreements between the Parties required to support the Proposal or to regulate the relationship between the Parties). The Parties agree to negotiate in good faith to reach agreement on a shareholders’ agreement of the Surviving Company (the “Shareholders’ Agreement”) that would, among other things, govern the relationship of the shareholders in the Surviving Company, subject to the finalization of the rollover arrangements (“Rollover Agreement”) with the Rollover Shareholders in accordance with Section 1.04(c) and Section 1.05,

following the Closing, and that would contain provisions customary for transactions of this type. This Agreement constitutes preliminary arrangements among the Parties with respect to their relationship as Consortium members and does not constitute any binding commitment by any Party to consummate the Transaction. Such binding commitment to consummate the Transaction will result only upon agreement and execution of the Documentation, and in no event will any Party be obligated to enter into any Documentation without such Party’s consent.

SECTION 1.03. Debt Financing.

(a) The Founder and the Sponsors shall use their respective reasonable best efforts and cooperate in good faith to arrange debt financing (“Debt Financing”) for the Target to be implemented through Holdco and Zhongshan SPV at or following the Closing on market terms (as mutually agreed by the Parties). The Founder and the Sponsors shall coordinate with banks and other financing sources identified by the Founder (the “Financing Banks”) in connection with the Debt Financing, and the Founder Parties and the Sponsors shall provide such assistance in connection with arranging the Debt Financing as may be reasonably requested by the Founder. Notwithstanding the foregoing, the Founder shall (i) consult with the Sponsors on the terms of all Debt Financing documentation, the agreement of which shall be subject to the mutual consent of the Founder and the Sponsors, (ii) not agree to any terms of the Debt Financing that would reasonably be expected to disproportionately (as compared to the Founder) and adversely impact the Sponsors without the consent of the Sponsors, (iii) circulate to the Sponsors all drafts of the Debt Financing documentation, (iv) inform the Sponsors of the status of discussions and negotiations with the sources of the Debt Financing, and (v) include the Sponsors in such discussions and negotiations if so reasonably requested.

(b) Each of the Parties shall (i) furnish the Financing Banks with financial and other pertinent information as may be reasonably requested by the Financing Banks as promptly as practicable, including all financial statements, business plans, forecasts and projections, and financial and other data of the type and form customarily required to consummate the facilities contemplated by the Debt Financing, subject to appropriate confidentiality undertakings, (ii) assisting with the preparation of materials for bank information memoranda and similar documents required in connection with the Debt Financing, and (iii) taking all corporate actions reasonably requested by the Financing Banks to permit the consummation of the Debt Financing, including facilitating the pledging of collateral and, in connection therewith, executing and delivering any pledge and security documents (including with respect to the securities of Holdco, Zhongshan SPV, BVI I, Parent and the Surviving Company), other definitive financing documents or other certificates, or documents as may be requested by the Financing Banks.

SECTION 1.04. Transaction Vehicles.

(a) Unless the Parties otherwise agree, the Founder and the Sponsors shall:

(i) prior to the execution of the Merger Agreement, incorporate Holdco, cause Holdco to incorporate Zhongshan SPV, cause Zhongshan SPV to incorporate BVI I, cause BVI I to incorporate Parent, and cause Parent to incorporate Merger Sub;

(ii) negotiate in good faith and agree on a term sheet setting forth the key terms of the Shareholders’ Agreement and commence negotiation of the Shareholders’ Agreement with a view to finalizing such agreement no later than the Closing, upon which such agreement shall become effective; and

(iii) negotiate in good faith and use commercially reasonable efforts to agree on the memorandum and articles of association of Holdco, Zhongshan SPV, BVI I, Parent and Merger Sub, and the memorandum and articles of association of Merger Sub shall become the memorandum and articles of association of the Surviving Company upon the Closing.

(b) The relative ownership of the equity interest in Holdco (“Holdco Shares”) among the Founder and the Sponsors shall be based on their relative capital contributions to Holdco to be made in accordance with a subscription agreement to be entered into by and among Holdco and the Sponsors (“Subscription Agreement”).

(c) In connection with the execution of the Merger Agreement, each of the Rollover Shareholders are currently contemplated to enter into a rollover agreement in customary form, pursuant to which they agree that, at the Closing, at least 70,528,755 Target Ordinary Shares, representing at least 43.42% of the fully diluted share capital of the Target as of the date of this Agreement, to the Surviving Company, shall be converted into such number of Common Shares (as defined below) at the effective time of the Merger as calculated in accordance with Section 1.05.

SECTION 1.05. Post-Closing Ownership. Subject to the finalization of the rollover arrangements with the Rollover Shareholders in accordance with Section 1.04(c), the Rollover Shareholders are currently contemplated to convert their respective Rollover Shares into newly issued common shares of the Surviving Company (the “Common Shares”) at the effective time of the Merger and upon such conversion and issuance of the Common Shares, each Rollover Shareholder shall pledge all the Common Shares owned by such Rollover Shareholder as part of the collateral to the Debt Financing as prescribed in Section 1.03(b)(iii). A capitalization table of the Surviving Company immediately after the Closing as currently contemplated is attached hereto as Schedule B, which reflects the Parties’ and the Rollover Shareholders’ relative direct or indirect ownership of Common Shares (based on their relative direct or indirect capital contributions to the Surviving Company, as adjusted for their relative collateral contribution to the Debt Financing); provided, that (i) each Rollover Share shall be valued at the Merger Consideration, (ii) the Sponsor’s capital contribution to the Surviving Company shall be deemed to be the amount of its equity contribution to Holdco and (iii) the capital contribution to the Surviving Company by each of the Founder Parties, shall be deemed to be the sum of (A) the value of the Rollover Shares held by each of them (valued at the Merger Consideration) and (B) the amount of the equity contribution to Holdco by each of them (if applicable). For the avoidance of doubt, the Parties agree that the obligation of the Parties and the Rollover Shareholders to purchase and pay for any Common Shares to be purchased by them shall be subject to the satisfaction or waiver of the various conditions to the obligations of Parent and Merger Sub to be set forth in the Merger Agreement.

ARTICLE II

PARTICIPATION IN TRANSACTION; ADVISORS; APPROVALS

SECTION 2.01. Participation in the Transaction. Each Party shall participate in the negotiation of the terms of the Documentation in connection with the Transaction and shall use its reasonable best efforts to (a) comply with any information delivery or other requirements (including confidentiality agreements with the Target) entered into by Holdco, Zhongshan SPV, BVI I, Parent, a Party or an Affiliate of a Party and shall not, and shall direct that its Representatives do not, cause (by their action or omission) any other person to breach such arrangements or obligations, (b) participate in meetings with the Special Committee and its advisors and (c) execute any confidentiality agreements reasonably required by the Target in connection with gaining access to information with respect to the Target in connection with the Transaction.

SECTION 2.02. Information Sharing and Roles.

(a) Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (i) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (ii) providing each other, Holdco, Zhongshan SPV, BVI I or Parent with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of the other Party and its Affiliates for inclusion in the Documentation, (iii) providing timely responses to requests by another Party for information, (iv) applying the level of resources and expertise that such Party considers is necessary and appropriate to meet its obligations under this Agreement, and (v) conducting negotiations with the Special Committee, its advisors and other parties in connection with the Transaction and in coordination with each other. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation MA of the Exchange Act).

(b) The Parties shall work together in good faith to agree on necessary public statements about their intentions in relation to the Target. The issuance of any such public statement shall be subject to Section 7.01.

(c) Notwithstanding Section 2.02(a) and except as may otherwise be required by Applicable Laws (including in connection with any Documentation required to be filed with or submitted to any governmental agency), no Party is required to make available to the other Parties any information which it considers to be commercially sensitive information, or which it otherwise held subject to an obligation of confidentiality.

SECTION 2.03. Appointment of Advisors. (a) The Parties shall agree to the scope and engagement terms of all joint Advisors to Holdco, Zhongshan SPV, BVI I, Parent and/or the Parties in connection with the Transaction. The following Advisors have been jointly selected by the Parties to represent the Consortium in connection with the Transaction: (1) Simpson Thacher & Bartlett as international counsel, (2) King & Wood Mallesons as PRC counsel (“King & Wood”), (3) Travers Thorp Alberga as Cayman Islands counsel and (4) KPMG as PRC accounting and tax advisor (“KPMG”).

(b) If a Party requires separate representation in connection with any issues arising out of the Proposal or the Transaction (including any due diligence investigation with respect thereto) or other matters contemplated by the Documentation, it may retain other Advisors (the “Separate Advisors”) to advise it. Notwithstanding anything to the contrary contained herein, each Party which engages any Separate Advisors shall be solely responsible for the fees and expenses of any such separate Advisors unless otherwise agreed to in advance by the Parties in writing. Each Party which engages any Separate Advisors other than those advisors set forth in this Section 2.03 shall provide prior notice to the other Parties of such engagement together with an estimate of fees and expenses of such Separate Advisors.

SECTION 2.04. Waivers and Consents. Each Party shall use reasonable best efforts, and shall provide all cooperation as may be reasonably requested by the other Party, to obtain all applicable governmental, statutory, regulatory or other consents, licenses, waivers or exemptions required for the consummation of the Transaction. Each Party shall bear the cost of obtaining any such waivers and consents required to be obtained solely by such Party. The costs of obtaining any such waivers and consents required to be obtained by all Parties as a condition to consummation of the Transaction shall be borne by all Parties in accordance with Section 3.01.

ARTICLE III

TRANSACTION COSTS

SECTION 3.01. Expenses and Fee Sharing. (a) If the Transaction is consummated then, at or immediately following the Closing, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, all of their out-of-pocket costs and expenses incurred prior to the Closing in connection with (i) the negotiation, delivery and execution of this Agreement, the Merger Agreement, any Debt Financing documentation and the other Documentation, and (ii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by the Parties pursuant to Section 2.03(a) incurred in connection with the foregoing and any Claims paid by any Party (other than as a result of the fraud, willful misconduct or breach of this Agreement by such Party) (collectively, the “Investor Expenses”); provided, however, that the Surviving Company shall not be required to reimburse any Party for any out-of-pocket costs, expenses and fees applicable solely to such Party in connection with its Participation in the Transaction, including any costs, expenses and fees incurred by such Party (x) in connection with any separate representation of such Party as contemplated by Section 2.03(b) of this Agreement, (y) to obtain approvals or waivers and consents applicable solely to such Party as contemplated by Section 2.04 of this Agreement (collectively the “Excluded Investor Expenses”), which shall be borne solely by the Party incurring such costs, expenses and fees unless otherwise agreed to in advance by the Parties in writing.

(b) If the Transaction is not eventually consummated without any breach by any Party, the Parties agree to share, on a pro rata basis in accordance with their Respective Proportions, out-of-pocket costs, expenses and fees incurred by the Parties in connection with the Transaction, including (i) any costs, expenses and fees payable to Advisors appointed by the Parties under Section 2.03(a) of this Agreement, and (ii) any termination or other fees or amounts payable to the Target by Parent or Merger Sub (or one or more of its Affiliates or designees) pursuant to the Merger Agreement, (iii) any costs, fees and expenses payable by any Party incurred in the defense, pursuit or settlement of any disputes or litigation relating to the Transaction (whether or not incurred prior to any termination of this Agreement) or (iv) any costs, fees and expenses related to the establishment and deregistration of Holdco, Zhongshan SPV, BVI I, Parent and Merger Sub; provided, however, that none of the Parties shall be required to share any Excluded Investor Expenses incurred by another Party, which shall be borne solely by such Party incurring such Excluded Investor Expenses. Notwithstanding anything to the contrary contained herein, the Sponsors shall be solely responsible for and share, on a pro rata basis in accordance with their Respective Proportions, the fees and expenses of King & Wood and KPMG incurred in connection with any due diligence of the Target and its business conducted by King & Wood and KPMG (the “Sponsors Due Diligence Expenses”).

(c) If the Transaction is not consummated due to the unilateral breach of this Agreement by one or more Parties, then the breaching Party or Parties shall jointly and severally pay or reimburse (as applicable) any non-breaching Party for all of its out-of-pocket costs, expenses and fees incurred in connection with this Transaction, including any such costs, expenses and fees set forth in clauses (i), (ii) and (iii) of Section 3.01(b), and any Financing Banks engaged by the Consortium in connection with the Debt Financing, in each case without prejudice to any rights and remedies otherwise available to such non-breaching Parties.

(d) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Parent or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

ARTICLE IV

LIMITATION OF LIABILITY

SECTION 4.01. Limitation of Liability. Subject to Section 3.01(c), the obligations of each Party under this Agreement are several (and not joint or joint and several) and each Party’s obligation for costs, expenses and fees pursuant to Article III is capped at such Party’s Respective Proportion; provided that the obligations of the Founder Parties under this Agreement shall be joint and several as among the Founder Parties and the Founder Parties’ joint Liability shall be capped at the aggregate amount of the Founder Parties’ Respective Proportions. Subject to Section 3.01(c), each Party shall be responsible for any Claim against such Party and each Party shall be responsible for any Claim against any of Holdco, Zhongshan SPV, BVI I, Parent or Merger Sub up to each Party’s Respective Proportion; provided, that where any Claim has arisen as a result of the fraud, willful misconduct or breach of this Agreement by a Party, the Liability for such Claim will rest solely with the Party who has committed such act of fraud, willful misconduct or breach. Subject to Section 3.01(c), if the amount paid by a paying Party is more than such Party’s Respective Proportion of the relevant Liability, the other Parties shall immediately upon demand by the paying Party, pay to the paying Party such sum as may be necessary to ensure that each Party bears only its Respective Proportion of such Liability.

ARTICLE V

EXCLUSIVITY

SECTION 5.01. Exclusivity Period. Subject to Article VI, during the Exclusivity Period each Party shall:

(a) work exclusively with the other Party to implement the Transaction, including to (i) evaluate the Target and its business; (ii) engage in discussions with the Target regarding the Proposal; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties; and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise, all Securities beneficially owned by such Party and which have voting rights against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction.

(b) not, without the written consent of the other Party, directly or indirectly, either alone or with any of its Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire or dispose of any Securities, and in the case of the Founder Parties, directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would make have the effect of preventing, disabling or delaying such Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or 5.01(b);

(c) immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications with all persons conducted heretofore with respect to a Competing Proposal; and

(d) notify the other Party promptly if it or any of its Representatives receives any approach or communication with respect to any Competing Proposal and shall promptly disclose to the other Party the identity of any other persons involved and the nature and content of the approach or communication and provide the other Parties with copies of any written communication.

ARTICLE VI

TERMINATION

SECTION 6.01. Failure to Agree. (a) If the Parties are unable to agree either (i) as between themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (ii) with the Special Committee on the material terms of a Transaction which the Special Committee agrees to recommend to the public shareholders of the Target, then (x) either the Founder Parties or a Sponsor, as the case may be, may cease its participation in the Transaction by delivery of a written notice to the other Parties, and (y) this Agreement shall terminate with respect to each such withdrawing Party, following which the provisions of Section 6.02(a) will apply.

(b) After the execution of the Merger Agreement, no Party shall be entitled to cease its participation in the Transaction and this Agreement shall only terminate, subject to Section 6.02(a), upon the earlier of (x) the Closing, and (y) the date that the Merger Agreement is validly terminated in accordance with its terms.

(c) Subject to Section 6.02(b), this Agreement shall terminate with respect to all Parties upon the earlier to occur of (x) a written agreement among the Parties to terminate this Agreement, and (y) the Closing.

SECTION 6.02. Effect of Termination For Failure to Agree. (a) Upon termination of this Agreement with respect to a Party under Section 6.01(a) or Section 6.01(b), Article III (Transaction Costs), Article IV (Limitation of Liability), Article V (Exclusivity), Article VI (Termination), Section 7.02 (Confidentiality), Article VIII (Notices) and Article X (Miscellaneous) shall continue to bind such Party and such Party shall be liable under Article III for its pro rata portion of any Investor Expenses incurred prior to the termination of this Agreement with respect to such Party.

(b) Upon termination of this Agreement with respect to a Party under Section 6.01(c), Article III (Transaction Costs), Article VI (Termination), Section 7.02 (Confidentiality), Article VIII (Notices) and Article X (Miscellaneous) shall continue to bind such Party and such Party shall be liable under Article III for its pro rata portion of any Investor Expenses incurred prior to the termination of this Agreement with respect to such Party.

(c) Other than as set forth in Section 6.02(a) and Section 6.02(b) or in respect of a breach of this Agreement by any Party prior to the termination of this Agreement with respect to such Party, the Parties shall otherwise not be liable to each other in relation to this Agreement.

ARTICLE VII

ANNOUNCEMENTS AND CONFIDENTIALITY

SECTION 7.01. Announcements. No announcements regarding the subject matter of this Agreement shall be issued by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably withheld or delayed, except to the extent that any such announcements are required by law, a court of competent jurisdiction, a regulatory body or international stock exchange (but only as far as practicable and lawful after the form and terms of that disclosure have been notified to the non-announcing Party and the non-announcing Party has had a reasonable opportunity to comment on the form and terms of disclosure, in each case, to the extent reasonably practicable). Any announcement to be made by the Parties or their Affiliates (including Holdco, Zhongshan SPV, BVI I and Parent) in connection with the Transaction shall be jointly coordinated and agreed by the Parties.

SECTION 7.02. Confidentiality. (a) Except as permitted under Section 7.03, each Party shall not, and shall direct that its Representatives do not, without the prior written consent of the other Party, disclose any Confidential Information received by it (the “Recipient”) from the other Party (the “Discloser”). Each Party shall not and shall direct its Representatives not to, use any Confidential Information for any purpose other than for the purposes of this Agreement or the Transaction.

(b) Subject to Section 7.02(c), the Recipient shall safeguard and return to the Discloser any Confidential Information which falls within paragraph (a) of the definition of Confidential Information, on demand, or in the case of electronic data (other than any electronic data stored on the back-up tapes of the Recipient’s hardware), destroy at the option of the Recipient, any Confidential Information contained in any material in its or its Representatives’ possession or control.

(c) Each Party may retain in a secure archive a copy of the Confidential Information referred to in Section 7.02(b) if the Confidential Information is required to be retained by such Party by any Applicable Laws.

(d) Each Party acknowledges that, in relation to Confidential Information received from the other Party, the obligations contained in Section 7.02(a) shall continue to apply for a period of twelve (12) months following termination of this Agreement unless otherwise agreed in writing.

SECTION 7.03. Permitted Disclosures. A Party may make disclosures (a) to those of its Representatives as such Party reasonably deems necessary to give effect to or enforce this Agreement but only on a confidential basis; (b) if required by law or a court of competent jurisdiction, the SEC or another regulatory body or international stock exchange having jurisdiction over a Party or pursuant to whose rules and regulations such disclosure is required to be made, but only as far as practicable and lawful after the form and terms of that disclosure have been notified to the other Party and the other Party has had a reasonable opportunity to comment on the form and terms of disclosure, in each case, to the extent reasonably practicable; (c) if the information is publicly available other than through a breach of this Agreement by such Party or its Representatives; or (d) if such information was already available to such Party or its Representatives on a non-confidential basis prior to its being furnished to such Party from another person.

ARTICLE VIII

NOTICES

SECTION 8.01. Notices. Any notice, request, instruction or other document to be given hereunder by any Party to another Party shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by facsimile, overnight courier or electronic mail:

If to the Founder Parties:

Mr. Chuanwei Zhang

Jianye Road, Mingyang Industry Park

National Hi-Tech Industrial Development Zone

Zhongshan, Guangdong 528437

People’s Republic of China

with a copy to:

Simpson Thacher & Bartlett

35/F ICBC Tower

3 Garden Road

Central, Hong Kong

Attention: Leiming Chen

Facsimile: + (852) 2869-7694

Email: lchen@stblaw.com

If to the Sponsors:

Guangzhou Huifu Kaile Investment (L.P.)

Room 5205, International Finance Centre

Zhujiang West Road, Zhujiang New Town, Guangzhou, 510623

People’s Republic of China

Attention: Jessie Wu

Facsimile: +86 (020) 2338-8627

Email: jswu@sfund.com

Shanghai Dajun Guancheng Capital Fund

Room 1601, Taikang International Building

No.2 Wudinghou Street, Xicheng District, Beijing, 100140

People’s Republic of China

Attention: Qiaoning Chen

Facsimile: +86 (010) 5608-6961

Email: chenqiaoning@greatwheel.com.cn

or to such other address or facsimile number as such Party may hereafter specify for the purpose by notice to the other Party hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.

ARTICLE IX

REPRESENTATIONS AND WARRANTIES

SECTION 9.01. Representations and Warranties. Each Party hereby represents and warrants to the other (on behalf of such Party only) that (a) it has the requisite power and authority to execute, deliver and perform this Agreement, (b) if such Party is a not a natural person, the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary action on the part of such person and no additional corporate proceedings are necessary to approve this Agreement, and (c) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof. Each Party further represents and warrants to the other (on behalf of such Party only) that (i) its execution, delivery and performance (including the provision and exchange of information) of this Agreement will not (A) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract or agreement to which such person is a party or by which such person is bound or office such person holds; (B) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such person or any of the properties or assets of such person; or (C) result in the creation of, or impose any obligation on such person to create, any lien, charge or other encumbrance of any nature whatsoever upon such person’s properties or assets and (ii) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Party.

SECTION 9.02. Target Ordinary Shares. (a) As of the date of this Agreement, (i) each Founder Party holds of record the number of outstanding Target Ordinary Shares set forth under the heading “Shares Held of Record” under its name on Schedule A, free and clear of any encumbrances or restrictions and (ii) none of the Sponsors nor any of their respective Affiliates beneficially own any of the issued and outstanding Target Ordinary Shares (and does not beneficially own any options, warrants or other rights which are exercisable or exchangeable for, or convertible into, Target Ordinary Shares), and (b) each of the Founder Parties has the joint right with one or more other Founder Parties to control the voting and disposition of the Target Ordinary Shares and any other Securities (if any) held by such Founder Party.

(b) The Founder has the sole right to control the voting and disposition of the Target Ordinary Shares and any other Securities of Target held by Founder Vehicle 1. Ms. Wu has the sole right to control the voting and disposition of the Target Ordinary Shares and any other Securities of Target held by Founder Vehicle 2. The Founder and Ms. Wu have the shared right to control the voting and disposition of the Target Ordinary Shares and any other Securities of Target held by each of Founder Vehicle 1 and Founder Vehicle 2.

(c) For purposes of this Section 9.02, “owns” means any person that (x) is the record holder of such security or (y) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security.

SECTION 9.03. Separate Representations and Warranties. Each representation and warranty in Section 9.01 and Section 9.02 is a separate representation and warranty. The interpretation of any representation and warranty may not be restricted by reference to or inference from any other representation and warranty.

SECTION 9.04. Reliance. Each Party acknowledges that the other Parties have entered into this Agreement on the basis of and reliance upon (among other things) the representations and warranties in Section 9.01 and Section 9.02 and have been inducted by them to enter into this Agreement.

ARTICLE X

MISCELLANEOUS

SECTION 10.01. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to the subject matters contemplated in this Agreement.

SECTION 10.02. Further Assurances. Each Party shall use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to carry out the intent and purposes of this Agreement.

SECTION 10.03. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

SECTION 10.04. Amendments; Waivers. Neither this Agreement nor any term hereof may be amended or otherwise modified other than by an instrument in writing signed by the Parties. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the Party against whom the enforcement of such waiver, discharge or termination is sought. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

SECTION 10.05. Assignment; No Third Party Beneficiaries. Other than as provided herein, the rights and obligations of each Party shall not be assigned without the prior consent of the other Party; provided, however, each Sponsor may assign its rights and obligations under this Agreement, in whole or in part, to any affiliated investment funds of such Sponsor, any investment vehicles of such Sponsor or such funds (other than any portfolio companies of such Sponsor or such funds), but no such assignment shall relieve such Sponsor from any of its obligations hereunder. This Agreement shall be binding upon the respective heirs, successors, legal representatives and permitted assigns of the Parties. Nothing in this Agreement shall be construed as giving any person, other than the Parties and their heirs, successors, legal representatives and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof.

SECTION 10.06. No Partnership or Agency. The Parties are independent and nothing in this Agreement constitutes a Party as the trustee, fiduciary, agent, employee, partner or joint venturer of the other Party.

SECTION 10.07. Counterparts. This Agreement may be executed in counterparts and all counterparts taken together shall constitute one document. This Agreement shall not be effective until each Party has executed at least one counterpart.

SECTION 10.08. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong.

SECTION 10.09. Dispute Resolution. Subject to Section 10.10, each of the Parties hereby agrees that any and all disputes or claims arising out of or relating to this Agreement shall be exclusively referred to and finally resolved by the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administrated Rules (“HKIAC Rules”), which are deemed to be incorporated by reference into this clause, except that any provisions in those Rules which relate to the nationality of arbitrators shall be disapplied in their entirety. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The seat of arbitration shall be Hong Kong and the language of the arbitration shall be English. The Tribunal shall have no authority to award punitive or other punitive-type damages.

SECTION 10.10. Remedies. Without prejudice to the rights and remedies otherwise available to any Party, including the right to claim money damages for breach of any provision hereof, any Party may bring an action for specific performance and/or injunctive or other equitable relief (without posting a bond or other security) to enforce or prevent any violations of any provision of this Agreement.

ARTICLE XI

DEFINITIONS AND INTERPRETATION

SECTION 11.01. Definitions. In this Agreement, unless the context requires otherwise:

“ADSs” means the American Depositary Shares of the Target, each of which currently represents one (1) Target Ordinary Share.

“Advisors” means the advisors and/or consultants of Holdco, Zhongshan SPV, BVI I, Parent, the Parties and/or a Party, as the case may be, appointed in connection with the Transaction.

“Affiliate” means, with respect to any person, any other person that, directly or indirectly, Controls, is Controlled by or is under common Control with such specified person and “Affiliates” shall be construed accordingly.

“Agreement” means this Consortium Agreement, as amended, modified or supplemented from time to time in accordance with its terms.

“Applicable Laws” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any governmental authority.

“Arbitrator” has the meaning given in Section 10.09.

“Business Day” means any day (other than a Saturday or a Sunday) on which banks generally are open in the People’s Republic of China, Hong Kong and in New York, New York, for the transaction of normal banking business.

“BVI I” has the meaning given in the recitals.

“Claim” means a claim against any one or more of the Parties arising from or relating to the Transaction in respect of which a Party is, or is sought to be, made liable to pay any sum of money to any person other than a Party (or any of their respective Affiliates), whether on a joint and several basis or on any other basis.

“Closing” means the consummation of the Transaction.

“Common Shares” has the meaning given in Section 1.04.

“Competing Proposal” means a proposal, offer or invitation to the Company, the Sponsor, the Founder Parties or any of their respective Affiliates (other than the Proposal), that involves the acquisition of 10% or more of the Target Ordinary Shares, a sale of all or a substantial part of the assets of the Target, a restructuring or recapitalization of the Target, or some other transaction that would adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.

“Confidential Information” includes (a) all written, oral or other information obtained in confidence by one Party from any other Party in connection with this Agreement or the Transaction, unless such information is already known to such Party or to others not known by such Party to be bound by a duty of confidentiality or such information is or becomes publicly available other than through a breach of this Agreement by such Party and (b) the existence or terms of, and any negotiations or discussions relating to, the Proposal.

“Control” means the possession, directly or indirectly, of the power to direct the management and policies of a person whether through the ownership of voting securities, contract or otherwise.

“Debt Financing” has the meaning given in Section 1.03.

“Discloser” has the meaning given in Section 7.02(a).

“Documentation” means the documentation required to implement the Transaction, including the Proposal, the Merger Agreement, Rollover Agreement, Support Agreement, Subscription Agreement, one or more equity commitment letters from each Sponsor to Holdco with respect to the provision of equity financing to Holdco, one or more limited guarantees from each Sponsor to the Target with respect to the guarantee of certain obligations of Parent and Merger Sub under the Merger Agreement, the Shareholders’ Agreement, Debt Financing documents, filings with the SEC and other governmental agencies, and ancillary documentation, in each case, in the form to be agreed by the Parties.

“Exchange Act” has the meaning given in the recitals.

“Excluded Investor Expenses” has the meaning given in Section 3.01(a).

“Exclusivity Period” means the period beginning on the date hereof and ending on the first to occur of: (a) the date twelve (12) months after the date hereof, and (b) the mutually agreed termination of this Agreement, provided that if the Merger Agreement is executed within twelve (12) months after the date hereof, the Exclusivity Period shall be extended to the date until the earlier of (a) the consummation of the Transaction; and (b) the termination of the Merger Agreement in accordance with the terms thereof.

“Financing Banks” has the meaning given in Section 1.03.

“Founder” has the meaning given in the preamble.

“Founder Parties” has the meaning given in the preamble.

“Founder Vehicle 1” has the meaning given in the preamble.

“Founder Vehicle 2” has the meaning given in the preamble.

“HKIAC” has the meaning given in Section 10.09.

“HKIAC Rules” has the meaning given in Section 10.09.

“Holdco” has the meaning given in the recitals.

“Holdco Shares” has the meaning given in Section 1.04.

“Investor Expenses” has the meaning given in Section 3.01(a).

“KPMG” has the meaning given in Section 2.03(a).

“King & Wood” has the meaning given in Section 2.03(a).

“Liability” means a liability to pay a sum of money arising pursuant to a Claim (which sum is deemed to include all legal and other costs, damages, losses and expenses incurred in connection with (or arising directly or indirectly from) defending, disputing or otherwise dealing with any such Claim) where the liability arises from a judgment given by a court of competent jurisdiction, the final decision given in any binding arbitration proceedings or the agreed settlement of the Claim.

“Merger” has the meaning given in the recitals.

“Merger Agreement” has the meaning given in the recitals.

“Merger Consideration” has the meaning given in the recitals.

“Merger Sub” has the meaning given in the recitals.

“Ms. Wu” has the meaning given in the preamble.

“NYSE” has the meaning given in the recitals.

“Parent” has the meaning given in the recitals.

“Parties” has the meaning given in the preamble.

“PRC” means the People’s Republic of China excluding, for the purpose of this Agreement, Hong Kong and Macau Special Administrative Regions and Taiwan.

“Proposal” has the meaning given in the recitals.

“Recipient” has the meaning given in Section 7.02(a).

“Representative” of a Party means such Party’s officers, managers, directors, general partners, employees, outside counsel, accountants, consultants, financial advisors, potential sources of equity or debt financing (and their respective counsel).

“Respective Proportion” means, with respect to a Party, (i) the proportion that such Party’s planned equity participation in Common Shares bears to the aggregate amount of all of the Parties’ planned equity participation in Common Shares, including Rollover Shares (ii) solely for purposes of apportioning the Sponsors Due Diligence Expenses in accordance with Section 3.01(b), the proportion that such Sponsor’s planned equity participation in Common Shares bears to the aggregate amount of the planned equity participation in Common Shares of the Sponsors.

“Rollover Shares” has the meaning given in the recitals.

“Rollover Shareholders” means the shareholders of Target listed on Schedule A hereto (including the Founder Parties), who are currently contemplated to have all or a portion of their respective Target Ordinary Shares to be converted into certain Common Shares at the effective time of the Merger in accordance with Section 1.04(c).

“SEC” means the United States Securities and Exchange Commission.

“Securities” means shares, warrants, options and any other securities which are convertible into or exercisable for shares in the Target.

“Shareholders’ Agreement” has the meaning given in Section 1.02.

“Special Committee” means a special committee of independent directors of the Target that will be established to be responsible for, among other matters, negotiating the terms of the Transaction.

“Sponsor” has the meaning given in the preamble.

“Support Agreement” means the agreement to be entered into by and among the Parent, Company and Rollover Shareholders.

“Sponsors Due Diligence Expenses” has the meaning given in Section 3.01(b).

“Surviving Company” has the meaning given in the recitals.

“Target” has the meaning given in the recitals.

“Target Ordinary Shares” has the meaning given in the recitals.

“Transaction” has the meaning given in the recitals.

“Transfer” has the meaning given in Section 5.01(b).

“Tribunal” has the meaning given in Section 10.09.

“Zhongshan SPV” has the meaning given in the recitals.

SECTION 11.02. Statutory Provisions. All references to statutes, statutory provisions, enactments, directives or regulations shall include references to any consolidation, reenactment, modification or replacement of the same, any statute, statutory provision, enactment, directive or regulation of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time.

SECTION 11.03. Recitals and Schedules. References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes. References in this Agreement to the Parties are references respectively to the Parties and their legal personal representatives, successors and permitted assigns.

SECTION 11.04. Meaning of References. In this Agreement, unless the context requires otherwise:

(a) words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof;

(b) references to a “person” shall include any individual, firm, body corporate, unincorporated association, government, state or agency of state, association, joint venture or partnership, in each case whether or not having a separate legal personality. References to a “company” shall be construed so as to include any company, corporation or other body corporate wherever and however incorporated or established;

(c) references to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation;

(d) any reference to “writing” or “written” includes any method of reproducing words or text in a legible and non-transitory form;

(e) references to any document (including this Agreement) are references to that document as amended, consolidated, supplemented, novated or replaced from time to time;

(f) references to “US$” are to the lawful currency of the United States of America, as at the date of this Agreement; and

(g) references to “Target Ordinary Shares” shall include Target Ordinary Shares represented by ADSs.

SECTION 11.05. Headings. Section and paragraph headings and the table of contents are inserted for ease of reference only and shall not affect construction.

SECTION 11.06. Negotiation of the Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.


/s/ Chuanwei Zhang
Chuanwei Zhang

/s/ Ling Wu
Ling Wu

FIRST WINDY INVESTMENT CORP.

By:		/s/ Chuanwei Zhang
		Name: Chuanwei Zhang
		Title: Director

RICH WIND ENERGY THREE CORP.

By:		/s/ Ling Wu
		Name: Ling Wu
		Title: Director

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.


GUANGZHOU HUIFU KAILE INVESTMENT (L.P.)

By:		/s/ Xiangmin Li
		Name: Xiangmin Li
		Title: Appointed Representative

[Consortium Agreement Signature Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.


SHANGHAI DAJUN GUANCHENG CAPITAL FUND


By:		/s/ Xiang Hu
		Name: Xiang Hu
		Title: Authorized Signatory

[Consortium Agreement Signature Page]

SCHEDULE A

EXISTING SHARE OWNERSHIP

Founder Parties


Founder and Founder Vehicle 1
Target Ordinary Shares Held of Record by Founder and Founder Vehicle 1:	12,134,593 Ordinary Shares	¹
Rollover Shares Held of Record or beneficially by Founder	12,134,593 Ordinary Shares	²


Ms. Wu and Founder Vehicle 2
Target Ordinary Shares Held of Record by Ms. Wu and Founder Vehicle 2:			40,294,306
Rollover Shares Held of Record or beneficially by Ms. Wu:			40,294,306

Other Rollover Shareholders


Rollover Shareholder	Target Ordinary Shares Held of Record
Yuan Li		7,605,163
Eapard Investment Management Co. Ltd		550,000
CAI Stephanie Ye		286,896
SCGC Capital Holding Company Limited		4,000,000	³
Ironmont Investment Co., Ltd.		3,653,900	⁴

¹	Including 3,158,293 Ordinary Shares held by Founder in the form of ADSs.

²	Including 3,158,293 Ordinary Shares held by Founder in the form of ADSs.

³	Held in the form of ADSs.

⁴	Held in the form of ADSs.


Jinfa Wang			690,000
Jianren Wen			320,000
Guomin Chen			140,000
Xeuliang Ma			40,000
Yunshan Jin			300,000
Yanhua Li			100,000
Renjing Cao			150,000
Jiawan Cheng			60,000
Longquan Yan			50,000
Zhongmin Shen			153,897

SCHEDULE B

CAPITALIZATION TABLE OF SURVIVING COMPANY IMMEDIATELY AFTER CLOSING


	Shares		Percentage
Founder and Founder Vehicle 1		16,441,161		10.12	%
Ms. Wu and Founder Vehicle 2		88,524,478		54.50	%
Rollover shareholders⁽¹⁾		24,523,496		15.10	%
Parent		32,940,796		20.28	%

		162,429,931		100.0	%

Note:

(1) Represents:


Yuan Li			10,304,236
Eapard Investment Management Co., Ltd.			745,195
CAI Stephanie Ye			388,715
SCGC Capital Holding Company Limited			5,419,600
Ironmont Investment Co., Ltd.			4,950,669
Jinfa Wang			934,881
Jianren Wen			433,568
Guomin Chen			189,686
Xeuliang Ma			54,196
Yunshan Jin			406,470
Yanhua Li			135,490
Renjing Cao			203,235
Jiawan Cheng			81,294
Longquan Yan			67,745
Zhongmin Shen			208,515

			24,523,496

SCHEDULE C

FORM OF ADHERENCE AGREEMENT

THIS ADHERENCE AGREEMENT (this “Agreement”) is entered into on [ ], by and among [ ], a [ ] incorporated and existing under the laws of [ ] (the “New Sponsor”) and the Existing Parties (as defined below).

RECITALS:

On [•], 2016, Mr. Chuanwei Zhang, Ms. Ling Wu, First Windy Investment Corp., Rich Wind Energy Three Corp. and Guangzhou Huifu Kaile Investment (L.P.) and Shanghai Dajun Guancheng Capital Fund (the “Existing Parties”) entered into a consortium agreement (the “Consortium Agreement”) and proposed to undertake a transaction (the “Transaction”) with respect to China Ming Yang Wind Power Group Limited (the “Target”), a company listed on the New York Stock Exchange (“NYSE”), pursuant to which the Target would be delisted from the NYSE and deregistered under the United States Securities Exchange Act of 1934, as amended.

B	One or more additional parties may be admitted to the Consortium as a “Sponsor” pursuant to Section 1.01 of the Consortium Agreement.

C	The New Sponsor now wishes to be admitted to the Consortium as a “Sponsor” and to participate in the Transaction contemplated under the Consortium Agreement, to execute this Agreement and to be bound by the terms of the Consortium Agreement as a Sponsor and a Party thereto.

Now, therefore, in consideration of the foregoing recitals and of the mutual agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows.

AGREEMENT:

1	Definitions and interpretation

1.1	Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Consortium Agreement.

1.2	This Agreement shall be incorporated into the Consortium Agreement as if expressly set forth at length in the Consortium Agreement.

1.3	The section headings contained in this Agreement are included for convenience only and do not affect the interpretation of this Agreement.

2	Undertakings

2.1

agrees that where there is reference to the “Sponsor” or a “Party” in the Consortium Agreement, such reference shall be deemed to include a reference to the New Sponsor, as applicable, and with effect from the date hereof, all of the rights of the Sponsor provided under the Consortium Agreement will be accorded to the New Sponsor as if the New Sponsor had been a Sponsor and a Party under the Consortium Agreement at the date of execution thereof.

3	Representations and Warranties

3.1	The New Sponsor represents and warrants to each of the Existing Parties as follows:

3.1.1

It is a company duly organized, established and validly existing under the laws of [ ] and has all requisite power and authority to own, lease and operate its assets and to conduct the business which it conducts.

3.1.2

It has full power and authority to execute and deliver this Agreement and the execution, delivery and performance of this Agreement by the New Sponsor has been duly authorized by all necessary action on behalf of the New Sponsor.

3.1.3

This Agreement has been duly executed and delivered by the New Sponsor and constitutes the legal, valid and binding obligation of the New Sponsor, enforceable against it in accordance with the terms hereof.

3.1.4

The New Sponsor acknowledges that each of the Existing Parties have entered into this Agreement on the basis of and reliance upon (among other things) the representations and warranties made by the New Sponsor in this Sections 3 and have been induced by them to enter into this Agreement.

4	Governing Law

4.1	This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong.

5	Dispute Resolution

5.1

Subject to Section 5.2 hereof, each of the Parties hereby agrees that any and all disputes or claims arising out of or relating to this Agreement shall be exclusively referred to and finally resolved by the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administrated Rules (“HKIAC Rules”), which are deemed to be incorporated by reference into this clause, except that any provisions in those Rules which relate to the nationality of arbitrators shall be disapplied in their entirety. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two

Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The seat of arbitration shall be Hong Kong and the language of the arbitration shall be English. The Tribunal shall have no authority to award punitive or other punitive-type damages.

5.2

Without prejudice to the rights and remedies otherwise available to any Party, including the right to claim money damages for breach of any provision hereof, any Party may bring an action for specific performance and/or injunctive or other equitable relief (without posting a bond or other security) to enforce or prevent any violations of any provision of this Agreement.

6	Counterparts

6.1

This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Facsimile and e-mailed copies of signatures in portable document format (PDF) shall be deemed to be originals for purposes of the effectiveness of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the New Sponsor has caused this Agreement to be duly executed by its respective authorized officers as of the day and year first above written.


[NEW SPONSOR]

By:
		Name:
		Title:

[Signature page to Adherence Agreement]

Acknowledged and agreed:



Chuanwei Zhang


Ling Wu

FIRST WINDY INVESTMENT CORP.

By:
		Name:
		Title:

RICH WIND ENERGY THREE CORP.

By:
		Name:
		Title:

[Signature page to Adherence Agreement]

Acknowledged and agreed:


GUANGZHOU HUIFU KAILE INVESTMENT (L.P.)

By:
		Name:
		Title:

[Signature page to Adherence Agreement]

Acknowledged and agreed:


SHANGHAI DAJUN GUANCHENG CAPITAL FUND



By:
		Name:
		Title:

[Signature page to Adherence Agreement]

SCHEDULE D

NEW SPONSOR

Anhui Zhongan Xinzhao Private Equity Investment LLP

ADHERENCE AGREEMENT

THIS ADHERENCE AGREEMENT (this “Agreement”) is entered into on February 4, 2016, by and among Anhui Zhongan Xinzhao Private Equity Investment LLP LOGO LOGO , a limited liability partnership formed and existing under the laws of People’s Republic of China (the “New Sponsor”) and the Existing Parties (as defined below).

RECITALS:

On February 2, 2016, Mr. Chuanwei Zhang, Ms. Ling Wu, First Windy Investment Corp., Rich Wind Energy Three Corp. and Guangzhou Huifu Kaile Investment (L.P.) and Shanghai Dajun Guancheng Capital Fund (the “Existing Parties”) entered into a consortium agreement (the “Consortium Agreement”) and proposed to undertake a transaction (the “Transaction”) with respect to China Ming Yang Wind Power Group Limited (the “Target”), a company listed on the New York Stock Exchange (“NYSE”), pursuant to which the Target would be delisted from the NYSE and deregistered under the United States Securities Exchange Act of 1934, as amended.

B	One or more additional parties may be admitted to the Consortium as a “Sponsor” pursuant to Section 1.01 of the Consortium Agreement.

C	The New Sponsor now wishes to be admitted to the Consortium as a “Sponsor” and to participate in the Transaction contemplated under the Consortium Agreement, to execute this Agreement and to be bound by the terms of the Consortium Agreement as a Sponsor and a Party thereto.

AGREEMENT:

1	Definitions and interpretation

1.1	Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Consortium Agreement.

1.2	This Agreement shall be incorporated into the Consortium Agreement as if expressly set forth at length in the Consortium Agreement.

1.3	The section headings contained in this Agreement are included for convenience only and do not affect the interpretation of this Agreement.

2	Undertakings

2.1

The New Sponsor acknowledges and undertakes, for the benefit of each of the Existing Parties that it shall, with effect from the date hereof, perform and comply with each of the obligations of a Sponsor under the Consortium Agreement as if it had been a Party thereto on the date of execution thereof. The New Sponsor further acknowledges and agrees that where there is reference to the “Sponsor” or a “Party” in the Consortium Agreement, such reference shall be deemed to include a reference to the New Sponsor, as applicable, and with effect from the date hereof, all of the rights of the Sponsor provided under the Consortium Agreement will be accorded to the New Sponsor as if the New Sponsor had been a Sponsor and a Party under the Consortium Agreement at the date of execution thereof.

3	Representations and Warranties

3.1	The New Sponsor represents and warrants to each of the Existing Parties as follows:

3.1.1

It is a limited liability partnership duly organized, established and validly existing under the laws of People’s Republic of China and has all requisite power and authority to own, lease and operate its assets and to conduct the business which it conducts.

3.1.2

3.1.3

3.1.4

4	Governing Law

4.1	This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong.

5	Dispute Resolution

5.1

5.2

6	Counterparts

6.1

[Signature page follows]

IN WITNESS WHEREOF, the New Sponsor has caused this Agreement to be duly executed by its respective authorized officers as of the day and year first above written.


		Anhui Zhongan Xinzhao Private Equity Investment LLP


		By:		/s/ Yang, Guang
		Name:		Yang, Guang
		Title:		Authorized Signatory

[Signature page to Adherence Agreement]

Acknowledged and agreed:


/s/ Chuangwei Zhang
Chuangwei Zhang

/s/ Ling Wu
Ling Wu

FIRST WINDY INVESTMENT CORP.

By:		/s/ Chuangwei Zhang
Name:		Chuangwei Zhang
Title:		Director

RICH WIND ENERGY THREE CORP.

By:		/s/ Ling Wu
Name:		Ling Wu
Title:		Director

Acknowledged and agreed:


				GUANGZHOU HUIFU KAILE INVESTMENT (L.P.)


				By:		/s/ Xiangmin Li
				Name:		Xiangmin Li
				Title:		Appointed Representative

Acknowledged and agreed:


		SHANGHAI DAJUN GUANCHENG CAPITAL FUND



		By:		/s/ Xiang Hu
		Name:		Xiang Hu
		Title:		Authorized Signatory

Exhibit D

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

Among

ZHONGSHAN RUISHENG ANTAI INVESTMENT CO., LTD LOGO

REGAL CONCORD LIMITED,

REGAL ALLY LIMITED

and

CHINA MING YANG WIND POWER GROUP LIMITED

Dated as of February 2, 2016

TABLE OF CONTENTS


		Page

ARTICLE I THE MERGER
ARTICLE I THE MERGER

SECTION 1.01	The Merger		2
SECTION 1.02	Closing; Closing Date		2
SECTION 1.03	Effective Time		2
SECTION 1.04	Memorandum and Articles of Association of Surviving Company		3
SECTION 1.05	Directors and Officers		3

ARTICLE II
EFFECT ON ISSUED SECURITIES; EXCHANGE OF CERTIFICATES

SECTION 2.01	Effect of Merger on Issued Securities		3
SECTION 2.02	Share Incentive Plan and Outstanding Company Share Awards		4
SECTION 2.03	Dissenting Shares		5
SECTION 2.04	Exchange of Share Certificates, etc.		5
SECTION 2.05	No Transfers		9
SECTION 2.06	Termination of Deposit Agreement		9
SECTION 2.07	Agreement of Fair Value		9

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

SECTION 3.01	Organization and Qualification		9
SECTION 3.02	Memorandum and Articles of Association		10
SECTION 3.03	Capitalization		10
SECTION 3.04	Authority Relative to this Agreement; Fairness		11
SECTION 3.05	No Conflict; Required Filings and Consents		12
SECTION 3.06	Permits; Compliance with Laws		13
SECTION 3.07	SEC Filings; Financial Statements		15
SECTION 3.08	Absence of Certain Changes or Events		16
SECTION 3.09	Absence of Litigation		16
SECTION 3.10	Labor and Employment Matters; Employee Plans		17
SECTION 3.11	Real Property		18
SECTION 3.12	Intellectual Property		19
SECTION 3.13	Taxes		20
SECTION 3.14	Indebtedness and Security		22
SECTION 3.15	Material Contracts		23
SECTION 3.16	Environmental Matters		24
SECTION 3.17	Interested Party Transactions		25
SECTION 3.18	Insurance		25
SECTION 3.19	Personal Property and Inventory		25


SECTION 3.20	Accounts Receivable	25
SECTION 3.21	Anti-Takeover Provisions	26
SECTION 3.22	Brokers	26
SECTION 3.23	No Other Representations and Warranties	26

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF HOLDCO, PARENT AND MERGER SUB

SECTION 4.01	Corporate Organization	26
SECTION 4.02	Memorandum and Articles of Association	27
SECTION 4.03	Capitalization	27
SECTION 4.04	Authority Relative to This Agreement	27
SECTION 4.05	No Conflict; Required Filings and Consents	28
SECTION 4.06	Absence of Litigation	28
SECTION 4.07	Financing; Equity Rollover	29
SECTION 4.08	Limited Guarantees	30
SECTION 4.09	Brokers	30
SECTION 4.10	Ownership of Company Shares	30
SECTION 4.11	Independent Investigation	30
SECTION 4.12	Buyer Group Contracts	31
SECTION 4.13	No Other Representations and Warranties	32

ARTICLE V
CONDUCT OF BUSINESS PENDING THE MERGER

SECTION 5.01	Conduct of Business by the Company Pending the Merger	32

ARTICLE VI
ADDITIONAL AGREEMENTS

SECTION 6.01	Proxy Statement and Schedule 13E-3	36
SECTION 6.02	Company Shareholders’ Meeting	37
SECTION 6.03	Access to Information	39
SECTION 6.04	No Solicitation of Transactions	40
SECTION 6.05	Directors’ and Officers’ Indemnification and Insurance	43
SECTION 6.06	Notification of Certain Matters	44
SECTION 6.07	Further Action; Reasonable Best Efforts	45
SECTION 6.08	Participation in Litigation	46
SECTION 6.09	Resignations	46
SECTION 6.10	Public Announcements	46
SECTION 6.11	Stock Exchange Delisting	46
SECTION 6.12	Takeover Statutes	47
SECTION 6.13	SAFE Registration	47
SECTION 6.14	Financing	47

ARTICLE VII
CONDITIONS TO THE MERGER

SECTION 7.01	Conditions to the Obligations of Each Party	50


SECTION 7.02	Conditions to the Obligations of Holdco, Parent and Merger Sub	51
SECTION 7.03	Conditions to the Obligations of the Company	51
SECTION 7.04	Frustration of Closing Conditions	52

ARTICLE VIII
TERMINATION, AMENDMENT AND WAIVER

SECTION 8.01	Termination	52
SECTION 8.02	Effect of Termination	54
SECTION 8.03	Fees and Expenses	54
SECTION 8.04	Limitations on Liabilities	56
SECTION 8.05	Amendment	57
SECTION 8.06	Waiver	57

ARTICLE IX
GENERAL PROVISIONS

SECTION 9.01	Non-Survival of Representations, Warranties and Agreements	58
SECTION 9.02	Notices	58
SECTION 9.03	Certain Definitions and Interpretations	59
SECTION 9.04	Severability	69
SECTION 9.05	Entire Agreement; Assignment	69
SECTION 9.06	Parties in Interest	69
SECTION 9.07	Specific Performance	70
SECTION 9.08	Governing Law; Jurisdiction	70
SECTION 9.09	Waiver of Jury Trial	71
SECTION 9.10	Headings	71
SECTION 9.11	Counterparts	71



ANNEX A		Form of Plan of Merger

iii

AGREEMENT AND PLAN OF MERGER, dated as of February 2, 2016 (this “Agreement”), among Zhongshan Ruisheng Antai Investment Co., Ltd LOGO , a limited liability company incorporated under the laws of the People’s Republic of China (“Holdco”), Regal Concord Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”, together with Holdco, the “Parent Parties”), Regal Ally Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and China Ming Yang Wind Power Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).

WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with the Companies Law (2013 Revision, as amended from time to time) of the Cayman Islands (the “CICL”), Holdco, Parent and the Company will enter into a business combination transaction pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company being the surviving company in the Merger and becoming a wholly-owned subsidiary of Parent as a result of the Merger;

WHEREAS, the board of directors of the Company (the “Company Board”), acting upon the unanimous recommendation of the special committee of independent directors of the Company Board (the “Special Committee”), has (i) determined that it is in the best interests of the Company and its shareholders (other than holders of the Rollover Securities), and declared it advisable, to enter into this Agreement and the Plan of Merger, (ii) approved the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the transactions contemplated hereby and thereby, including the Merger (collectively, the “Transactions”), and (iii) resolved to recommend the approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company at the Shareholders’ Meeting;

WHEREAS, the board of directors of each of Holdco, Parent and Merger Sub has (i) approved the execution, delivery and performance by Parent and Merger Sub, respectively, of this Agreement, the Plan of Merger and the consummation of the Transactions, and (ii) declared it advisable for Parent and Merger Sub, respectively, to enter into this Agreement and the Plan of Merger;

WHEREAS, Parent, acting in the capacity as the sole shareholder of Merger Sub, has approved the execution, delivery and performance by Merger Sub of this Agreement, the Plan of Merger and the consummation of the Transactions;

WHEREAS, the Chairman Parties and Sponsors entered into a Consortium Agreement, dated as of February 2, 2016, providing that, among other things, the Chairman Parties will, subject to the terms and conditions thereof, vote their Ordinary Shares and ADSs in favor of the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Shareholders’ Meeting;

WHEREAS, as an inducement to the Company, Holdco, Parent and Merger Sub to enter into this Agreement and to consummate the Transactions, simultaneously with the execution and delivery of this Agreement, the Rollover Securityholders have each executed and delivered to Holdco and Parent (i) a Rollover Agreement, pursuant to which, subject to the terms and conditions set forth therein, the Rollover Securityholders agree to receive no cash consideration for the number of Ordinary Shares held by each of them as set forth in the respective Rollover Agreement in the Merger (the “Rollover Securities”) and that all Rollover Securities will be converted into ordinary shares of the Surviving Company at the Effective Time, and (ii) a support agreement, dated as of the date hereof (the “Support Agreement”), providing that, among other things, the Rollover Securityholders will vote their Ordinary Shares in favor of the approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Shareholders’ Meeting; and

WHEREAS, as an inducement to the Company’s willingness to enter into this Agreement, concurrently with the execution and delivery of this Agreement, the Chairman and each Sponsor (or an Affiliate thereof) (each, a “Guarantor”, and collectively, the “Guarantors”) have executed and delivered to the Company limited guarantees, dated the date hereof, in favor of the Company pursuant to which each such Guarantor is guaranteeing certain obligations of Holdco, Parent and Merger Sub under this Agreement (each, a “Limited Guarantee”, and collectively, the “Limited Guarantees”).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Holdco, Parent, Merger Sub and the Company hereby agree as follows:

ARTICLE I

THE MERGER

SECTION 1.01 The Merger. Upon the terms of this Agreement and subject to the conditions set forth in Article VII, and in accordance with the CICL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving company of the Merger (the “Surviving Company”) under the Laws of the Cayman Islands as a wholly-owned subsidiary of Parent.

SECTION 1.02 Closing; Closing Date. The closing of the Merger (the “Closing”) shall take place at 10:00 a.m. (Hong Kong time) no later than the fifteenth (15th) Business Day immediately following the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), or another date or time agreed in writing by the Company and Parent (the “Closing Date”) at the offices of Simpson Thacher & Bartlett, 35/F ICBC Tower, 3 Garden Road, Central, Hong Kong, or at another place agreed in writing by the Company and Parent.

SECTION 1.03 Effective Time. Subject to the provisions of this Agreement, on the Closing Date, Merger Sub and the Company shall execute a plan of merger (the “Plan of Merger”) substantially in the form set out in Annex A and the parties shall file the Plan of Merger and other documents required under the CICL to effect the Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL. The Merger shall become effective on the date specified in the Plan of Merger (the “Effective Time”).

SECTION 1.04 Memorandum and Articles of Association of Surviving Company. At the Effective Time, the memorandum and articles of association of the Surviving Company shall be amended to read in their entirety the same as the memorandum and articles of association of Merger Sub, as in effect immediately prior to the Effective Time (which shall include the provisions required by Section 6.5(a) hereof), until thereafter amended as provided by Law and such memorandum and articles of association (but subject to Section 6.5(a) hereof); provided, however, that, at the Effective Time, (a) all references in the memorandum and articles of association to the name of the Surviving Company shall be amended to refer to “CHINA MING YANG WIND POWER GROUP LIMITED” and (b) references therein to the authorized share capital of the Surviving Company shall be amended to refer to the authorized share capital of the Surviving Company as approved in the Plan of Merger.

SECTION 1.05 Directors and Officers. The parties hereto shall take all actions necessary so that (a) the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Company as set out in the Plan of Merger, and (b) the officers (other than the directors) of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Company, in each case, unless otherwise determined by Parent prior to the Effective Time, and until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the memorandum and articles of association of the Surviving Company.

ARTICLE II

EFFECT ON ISSUED SECURITIES; EXCHANGE OF CERTIFICATES

SECTION 2.01 Effect of Merger on Issued Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Holdco, Parent, Merger Sub, the Company or the holders of any securities of the Company:

(a) (i) Each ordinary share, par value US$0.001 per share, of the Company (an “Ordinary Share” or, collectively, the “Ordinary Shares”), including Ordinary Shares represented by American Depositary Shares, each representing one (1) Ordinary Share (the “ADSs”), issued and outstanding immediately prior to the Effective Time, other than (A) any Rollover Securities, (B) any Dissenting Shares, (C) any Ordinary Shares owned by any Group Company (if any), and (D) any Ordinary Shares (including Ordinary Shares held by the Depositary in respect of ADSs) reserved (but not yet allocated) by the Company, immediately prior to the Effective Time, for issuance and allocation upon exercise of any Company Share Awards (collectively, the “Excluded Shares”), shall be cancelled and shall thereafter represent the right to receive US$2.51 in cash per Ordinary Share without interest (the “Per Share Merger Consideration”) pursuant to the terms and conditions set forth in this Agreement, and as each ADS represents one (1) Ordinary Share, each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs that represent Excluded Shares) shall represent the right to surrender the ADS in exchange for US$2.51 in cash per ADS without interest (the “Per ADS Merger Consideration”), pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement; and (ii) all of the Ordinary Shares, including Ordinary Shares represented by ADSs (other than the Excluded Shares), shall be cancelled and cease to exist, and the register of members of the Company will be amended accordingly.

(b) Each Excluded Share (other than the Dissenting Shares), including Excluded Shares represented by ADSs (other than ADSs that represent the Dissenting Shares), issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of its holder, shall be cancelled and cease to exist, without payment of any consideration or distribution therefor, and the register of members of the Company shall be amended accordingly.

(c) Each ordinary share, par value US$1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and non-assessable ordinary share, par value US$1.00 per share, of the Surviving Company. Such ordinary shares, together with the share capital described in subsection (d) below, shall be the only issued and outstanding share capital of the Surviving Company, and the Surviving Company shall make entries in its register of members to reflect the holder of ordinary shares of Merger Sub immediately prior to the Effective Time as the holder of the ordinary shares of the Surviving Company immediately after the Effective Time.

(d) Each Rollover Security issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable ordinary share, par value US$1.00 per share, of the Surviving Company.

SECTION 2.02 Share Incentive Plan and Outstanding Company Share Awards. (a) As soon as practicable following the date hereof, the Company shall approve resolutions to effectuate the provisions of this Section 2.02 with respect to the Company Share Awards. Except as otherwise expressly agreed among the Company, Parent and any holder thereof, subject to the terms of the Share Incentive Plan: (i) each Company Option that is unvested and outstanding immediately prior to the Effective Time (an “Unvested Company Option”) shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to represent a right to purchase shares Ordinary Shares and shall be converted into an option (a “Parent Option”) to purchase, on substantially the same terms and conditions applicable to each such Unvested Company Option, immediately prior to the Effective Time (including the same vesting conditions and transfer restrictions), the number of whole ordinary shares of Parent or an Affiliate of Parent, rounded down to the nearest whole share, that is equal to the product of (A) the number of Ordinary Shares subject to such Unvested Company Option immediately prior to the Effective Time, multiplied by (B) a fraction, the numerator of which shall be the Per Share Merger Consideration and the denominator of which shall be the fair market value of an ordinary share of Parent or such Affiliate of Parent at the Effective Time as determined in good faith by the board of directors of Parent or such Affiliate of Parent (such fraction, the “Option Exchange Ratio”), at an exercise price per ordinary share of Parent or such Affiliate of Parent (rounded up to the nearest whole cent) equal to (x) the exercise price for each such Ordinary Share subject to such Unvested Company Option immediately prior to the Effective Time divided by (y) the Option Exchange Ratio; and (ii) each Company Restricted Share Award that is outstanding at the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to represent a restricted stock unit award with respect to Ordinary Shares and shall be converted into and thereafter evidence a restricted stock unit with respect to ordinary shares of Parent or an Affiliate of Parent (each, a “Rollover RSU”) with respect to the number of whole ordinary shares of Parent or such Affiliate of Parent (rounded down to the nearest whole share) that is equal to the product of (i) the number of Ordinary Shares underlying the Company Restricted Share Award immediately prior to the Effective Time and (ii) a fraction, the numerator of which shall be the Per Share Merger Consideration, and the denominator of which shall be the fair market value of an ordinary share of Parent or such Affiliate of Parent as of the Effective Time. Each Rollover RSU shall be subject to the same terms and conditions as applied to the corresponding Company Restricted Share Award immediately prior to the Effective Time, including the terms and conditions set forth in the Share Incentive Plan.

(b) Vested Company Options. Each Vested Company Option that is outstanding immediately prior to the Effective Time shall be cancelled upon the Effective Time and each former holder of a Vested Company Option shall, in exchange therefor, be paid as soon as practicable after the Effective Time (without interest), a cash amount equal to the product of (i) the excess, if any, of the Per Share Merger Consideration over the Exercise Price of such Vested Company Option and (ii) the number of Ordinary Shares underlying such Vested Company Option, net of any applicable withholding taxes; provided that if the Exercise Price of any such Vested Company Option is equal to or greater than the Per Share Merger Consideration, such Vested Company Option shall be cancelled without any payment therefor.

SECTION 2.03 Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the CICL, Ordinary Shares that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders who shall have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger (“dissenter’s rights”) in accordance with Section 238 of the CICL (collectively, the “Dissenting Shares”; holders of Dissenting Shares being referred to as “Dissenting Shareholders”) shall at the Effective Time be cancelled and cease to exist, and each such Dissenting Shareholder shall be entitled to receive only the payment of the fair value of such Dissenting Shares held by them in accordance with the provisions of Section 238 of the CICL, except that all Ordinary Shares held by Dissenting Shareholders who shall have failed to exercise or who effectively shall have withdrawn or lost their dissenter’s rights in respect of such Ordinary Shares under Section 238 of the CICL shall thereupon (i) not be deemed to be Dissenting Shares and (ii) be and be deemed to have been cancelled and cease to exist, as of the Effective Time, in consideration for the right of the holder thereof to receive the Per Share Merger Consideration, without any interest thereon, in the manner provided in Section 2.04.

(b) The Company shall give the Parent Parties (i) prompt notice of any objection or dissent to the Merger or demands for appraisal received by the Company, attempted withdrawals of such dissenter’s rights or demands, and any other instruments or proceedings served pursuant to the CICL and received by the Company relating to the Transactions or its shareholders’ dissenter’s rights, and (ii) the opportunity to direct all negotiations and proceedings with respect to any exercise of dissenter’s rights or any demands for appraisal under the CICL or applicable Law. The Company shall not, except with the prior written consent of the Parent Parties, make any payment with respect to any exercise of dissenter’s rights or any demands for appraisal or offer to settle or settle any such dissenter’s rights or any demands or approve any withdrawal of any such dissenter’s rights or demands.

(c) In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to Section 238(2) of the CICL, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to Section 238(4) of the CICL within two (2) days of the approval of the Merger by shareholders of the Company at the Shareholders’ Meeting.

SECTION 2.04 Exchange of Share Certificates, etc. (a) Paying Agent. Prior to the Effective Time, Holdco or Parent shall appoint a bank or trust company that is reasonably satisfactory to the Company (such consent not to be unreasonably withheld, conditioned or delayed) to act as paying agent (the “Paying Agent”) for all payments required to be made pursuant to Section 2.01(a) and the exception set forth in Section 2.03(a) (collectively, the “Merger Consideration”). Prior to the Effective Time, Holdco or Parent shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of Ordinary Shares and ADSs (other than Excluded Shares), cash in an amount sufficient to pay the Merger Consideration (such cash being hereinafter referred to as the “Exchange Fund”).

(b) Exchange Procedures. As promptly as practicable after the Effective Time, the Surviving Company shall cause the Paying Agent to mail (or in the case of the Depositary, deliver) or otherwise disseminate to each person who was, at the Effective Time, a registered holder of Ordinary Shares entitled to receive the Per Share Merger Consideration pursuant to Section 2.01(a): (i) a letter of transmittal (which shall be in customary form for a company incorporated in the Cayman Islands reasonably acceptable to Parent and the Company, and shall specify the manner in which the delivery of the Exchange Fund to registered holders of Ordinary Shares (other than Excluded Shares) shall be effected and contain such other provisions as the Parent Parties and the Company may mutually agree); and (ii) instructions for use in effecting the surrender of any issued share certificates representing Ordinary Shares (the “Share Certificates”) (or affidavits and indemnities of loss in lieu of the Share Certificates as provided in Section 2.04(c)) and/or such other documents as may be required in exchange for the Per Share Merger Consideration. Upon surrender of, if applicable, a Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 2.04(c)) and/or such other documents as may be required pursuant to such instructions to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed in accordance with the instructions thereto, each registered holder of Ordinary Shares represented by such Share Certificate and each registered holder of Ordinary Shares which are not represented by a Share Certificate (the “Uncertificated Shares”) shall be entitled to receive in exchange therefor a check, in the amount equal to (x) the number of Ordinary Shares represented by such Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 2.04(c)) or the number of Uncertificated Shares multiplied by (y) the Per Share Merger Consideration, and the Share Certificate so surrendered shall forthwith be marked as cancelled. Prior to the Effective Time, Parent and the Company shall establish procedures with the Paying Agent and the Depositary to ensure that (A) the Paying Agent will transmit to the Depositary as promptly as reasonably practicable following the Effective Time an amount in cash in immediately available funds equal to the product of (x) the number of ADSs issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares) and (y) the Per ADS Merger Consideration, and (B) the Depositary will distribute the Per ADS Merger Consideration to holders of ADSs pro rata to their holdings of ADSs (other than ADSs representing the Excluded Shares) upon surrender by them of the ADSs. The holders of ADSs shall bear any applicable fees, charges and expenses of the Depositary and government charges due to or incurred by the Depositary in connection with distribution of the Per ADS Merger Consideration to holders of ADSs, including applicable ADS cancellation fees, and any such fees, charges and expenses incurred by the Depositary. In the event that the Parent Parties determines that any deduction or withholding is required to be made from any Merger Consideration payable pursuant to this Agreement, they shall promptly inform the Company in writing of such determination and consult with the Company in good faith regarding such determination. To the extent that any such amounts are so deducted, withheld and remitted to the applicable Governmental Entity, such amounts shall be treated for all purposes under this Agreement as having been paid to the holders of ADSs. No interest shall be paid or will accrue on any amount payable in respect of the Ordinary Shares or ADSs pursuant to the provisions of this Article II. In the event of a transfer of ownership of Ordinary Shares that is not registered in the register of members of the Company, the Per Share Merger Consideration in respect of such Ordinary Shares may be paid to such transferee upon delivery of evidence to the satisfaction of the Parent Parties (or any agent designated by the Parent Parties) of such transferee’s entitlement to the relevant Ordinary Shares and to receive the Per Share Merger Consideration, to the exclusion of the applicable transferor and evidence that any applicable share transfer taxes have been paid or are not applicable.

(c) Lost Certificates. If any Share Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Share Certificate to be lost, stolen or destroyed and, if required by the Surviving Company, the posting by such person of a bond, in such reasonable amount as the Surviving Company may direct, as indemnity against any claim that may be made against it with respect to such Share Certificate, the Paying Agent will pay (and Parent will cause it to pay) in respect of the Ordinary Shares represented by such lost, stolen or destroyed Share Certificate an amount equal to the Per Share Merger Consideration multiplied by the number of Ordinary Shares represented by such Share Certificate to which the holder thereof is entitled pursuant to Section 2.01(a).

(d) Untraceable Shareholders. Remittances for the Per Share Merger Consideration shall not be sent to holders of Ordinary Shares who are untraceable unless and until, except as provided below, they notify the Paying Agent of their current contact details prior to the Effective Time. A holder of Ordinary Shares will be deemed to be untraceable if (i) such person has no registered address in the register of members (or branch register) maintained by the Company or, (ii) on the last two consecutive occasions on which a dividend has been paid by the Company a check payable to such person either (x) has been sent to such person and has been returned undelivered or has not been cashed or, (y) has not been sent to such person because on an earlier occasion a check for a dividend so payable has been returned undelivered, and in any such case no valid claim in respect thereof has been communicated in writing to the Company or, (iii) notice of the Shareholders’ Meeting convened to vote on the Merger has been sent to such person and has been returned undelivered. Dissenting Shareholders and holders of Ordinary Shares who are untraceable who subsequently wish to receive any monies otherwise payable in respect of the Merger within applicable time limits or limitation periods will be advised to contact the Surviving Company.

(e) Adjustments to Merger Consideration. The Per Share Merger Consideration and the Per ADS Merger Consideration shall be adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend (including any dividend or distribution of securities convertible into Ordinary Shares), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares, change or readjustment in the ratio of Ordinary Shares represented by each ADS or other like change with respect to Ordinary Shares occurring, or with a record date, on or after the date hereof and prior to the Effective Time.

(f) Investment of Exchange Fund. The Exchange Fund, pending its disbursement to the holders of Ordinary Shares and ADSs, shall be invested by the Paying Agent as directed by Parent or, after the Effective Time, the Surviving Company in (a) short-term direct obligations of the United States of America, (b) short-term obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, or (c) short-term commercial paper rated the highest quality by either Moody’s Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks acceptable to the Parent Parties; provided, that no such investment or losses in respect thereto shall affect the amounts payable to each holder of Ordinary Shares and ADSs and the Parent Parties shall promptly replace or cause to be replaced any funds deposited with the Paying Agent that are lost through any investment. Earnings from investments shall be the sole and exclusive property of Parent and the Surviving Company. Except as provided herein or in Sections 2.01 or 2.03(a), the Exchange Fund shall not be used for any other purposes.

(g) Termination of Exchange Fund. Any portion of the Exchange Fund (including any income or proceeds thereof or of any investment thereof) that remains undistributed to the holders of Ordinary Shares or ADSs for six (6) months after the Effective Time shall automatically and promptly be delivered to the Surviving Company, and any holders of Ordinary Shares or ADSs (other than Excluded Shares) that were issued and outstanding immediately prior to the Effective Time who have not theretofore complied with this Article II, shall thereafter look only to the Surviving Company for the cash to which they are entitled pursuant to Sections 2.01(a). Any portion of the Exchange Fund remaining unclaimed by holders of Ordinary Shares or ADSs as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Company free and clear of any claims or interest of any person previously entitled thereto.

(h) No Liability. None of the Paying Agent, Holdco, Parent or the Surviving Company shall be liable to any holder of Ordinary Shares in respect of any such Ordinary Shares (including Ordinary Shares represented by ADSs) or Company Share Awards (or dividends or distributions with respect thereto) for which payment was delivered to a public official pursuant to any abandoned property, escheat or similar Law.

(i) Withholding Rights. Each of Holdco, Parent, the Surviving Company, the Paying Agent and the Depositary (and any other Person that has a payment obligation pursuant to this Agreement), as applicable, shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as it reasonably determines it is required to deduct and withhold with respect to the making of such payment under any provisions of applicable Law. To the extent that any such amounts are deducted, withheld and remitted to the applicable Governmental Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the recipients in respect of which such deduction and withholding was made. The Parent Parties and Merger Sub have determined that no deduction or withholding is required under any provision of applicable Tax Laws as in effect and as generally interpreted as of the date of this Agreement with respect to the payment of the Per ADS Merger Consideration or the Per Share Merger Consideration pursuant to this Article II.

SECTION 2.05 No Transfers. From and after the Effective Time, (a) no transfers of Ordinary Shares shall be effected in the register of members of the Company, and (b) the holders of Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Ordinary Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Share Certificates presented to the Paying Agent, Parent or Surviving Company for transfer or any other reason shall be canceled and (except for the Excluded Shares) exchanged for the cash consideration to which the holders thereof are entitled pursuant to Section 2.01(a).

SECTION 2.06 Termination of Deposit Agreement. As soon as reasonably practicable after the Effective Time, the Surviving Company shall provide notice to Citibank, N.A. (the “Depositary”) to terminate the deposit agreement, dated as of October 6, 2010 between the Company, the Depositary and the Holders and Beneficial Owners of American Depositary Shares issued thereunder (the “Deposit Agreement”) in accordance with its terms.

SECTION 2.07 Agreement of Fair Value. Holdco, Parent, Merger Sub and the Company respectively agree that the Per Share Merger Consideration represents the fair value of the Ordinary Shares for the purposes of Section 238(8) of the CICL.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in (a) the Company SEC Reports filed prior to the date hereof (without giving effect to any amendment to any such Company SEC Report filed on or after the date hereof and excluding disclosures in the Company SEC Reports contained in the “Risk Factors” or “Forward Looking Statements” sections or any other forward-looking statements or other disclosures to the extent they are general, non-specific, forward-looking or cautionary in nature, in each case, other than specific factual information contained therein) or (b) for any matters with respect to which any Chairman Party has actual knowledge, the Company hereby represents and warrants to the Parent Parties and Merger Sub that:

SECTION 3.01 Organization and Qualification. (a) The Company is an exempted company duly organized, validly existing and in good standing under the Laws of the Cayman Islands and has the requisite corporate or similar power and authority to own, lease, operate and use its properties and assets and to carry on its business as it is now being conducted. Each Subsidiary of the Company is a legal entity duly organized, validly existing and, where such concept is recognized, in good standing under the laws of the jurisdiction of its organization and has the requisite corporate or similar power and authority to own, lease, operate and use its properties and assets and to carry on its business as it is now being conducted, except to the extent the failure of any such Subsidiary to be so organized, existing or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and each Subsidiary of the Company is duly qualified or licensed to do business, and is in good standing, where such concept is recognized, in each jurisdiction where the character of the properties and assets owned, leased, operated or used by it or the nature of its business makes such qualification or licensing necessary, except to the extent such failures to be so qualified or licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b) Except for the Company’s Subsidiaries disclosed in the Company SEC Reports, as of the date hereof, there are no other entities in which any Group Company controls or owns, of record or beneficially, any direct or indirect equity or other interest or right (contingent or otherwise) to acquire the same, and neither the Company nor any of its Subsidiaries is a participant in (nor is any part of their businesses conducted through) any joint venture, partnership or similar arrangement that is material to the business of the Company and its Subsidiaries, taken as a whole.

SECTION 3.02 Memorandum and Articles of Association. The Company has heretofore furnished to Parent a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended or modified as of the date hereof, of each Group Company. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereof. No Group Company is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents in any material respect.

SECTION 3.03 Capitalization. (a) (i) The authorized share capital of the Company consists of 1,000,000,000 Ordinary Shares of a par value of US$0.001 per share. As of the date of this Agreement, 160,534,813 Ordinary Shares are issued and outstanding, all of which have been duly authorized and are validly issued, fully paid and non-assessable, which number includes 5,308,437 Ordinary Shares underlying Company Options outstanding as of the date of this Agreement. As of the date of this Agreement, (w) no Ordinary Shares are held by the Depositary in the name of the Company which have been reserved for future grant of Company Share Awards under the Share Incentive Plan, (x) no Ordinary Shares are held in the treasury of the Company, (y) no Ordinary Shares are held by any Group Company and (z) no Ordinary Shares are held in brokerage accounts in a Group Company’s name.

(ii) The outstanding share capital or registered capital, as the case may be, of each Subsidiary of the Company is duly authorized, validly issued, fully paid and non-assessable, and all of the outstanding share capital or registered capital, as the case may be, of each such Subsidiary is owned by a Group Company free and clear of all Liens (other than Permitted Encumbrances). Subject to limitations imposed by applicable Law, each Group Company has the unrestricted right to vote, and to receive dividends and distributions on, all equity securities of its Subsidiaries.

(iii) Except as set forth in this Section 3.03(a), there is no share capital or other equity interest in the Company or any options, warrants, convertible debt, other convertible instruments, share appreciation rights, performance units, restricted share units, contingent value rights, “phantom” share units or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any share capital of or other equity interest in, the Company or any of its Subsidiaries, or any preemptive, conversion, redemption or other rights, agreements, arrangements or commitments of any character to which the Company or any of its Subsidiaries is a party relating to the issued or unissued share capital of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue or sell any share capital, or other equity interests in, the Company or any of its Subsidiaries. All Ordinary Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Ordinary Shares or other equity interests in, the Company or any of its Subsidiaries or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, the Company or any of its Subsidiaries or any other Person. Each grant of Company Share Awards was properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) and issued in compliance with all applicable Laws, and all requirements set forth in the Share Incentive Plan. Except as required pursuant to the Share Incentive Plans or award agreements evidencing Company Share Awards, there are no commitments or agreements of any character to which any Group Company is bound obligating any Group Company to accelerate or otherwise alter the vesting of any Company Share Award as a result of the Transactions.

(iv) The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.

(b) The Company has made available to Parent accurate and complete copies of (x) the Share Incentive Plan pursuant to which the Company has granted the Company Share Awards that are currently outstanding, and (y) the form of all award agreements evidencing such Company Share Awards.

SECTION 3.04 Authority Relative to this Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the Plan of Merger and the consummation by it of the Transactions, in each case, subject only to the approval of this Agreement, the Plan of Merger and the Merger by the affirmative vote of holders of Ordinary Shares representing at least two-thirds of the Ordinary Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the CICL and the memorandum and articles of association of the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Holdco, Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”).

(b) The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that this Agreement and the Transactions, on the terms and subject to the conditions set forth herein, are fair to and in the best interests of the Company and its shareholders (other than holders of the Rollover Securities), (ii) approved and declared advisable this Agreement, the Plan of Merger and the Transactions, and (iii) subject to Section 6.04(c), resolved to recommend approval of this Agreement, the Plan of Merger and the Transactions to the holders of Ordinary Shares (the “Company Recommendation”). The Company Board, acting upon the unanimous recommendation of the Special Committee, has directed that this Agreement, the Plan of Merger and the Transactions be submitted to the holders of Ordinary Shares for approval.

(c) The Special Committee has received the written opinion of Duff & Phelps, LLC (the “Financial Advisor”), dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth therein and as of the date of such opinion, the Per Share Merger Consideration to be paid to the holders of Ordinary Shares and the Per ADS Merger Consideration to be paid to the holders of ADSs (in each case, other than holders of Excluded Shares, including Excluded Shares represented by ADSs) in the Merger is fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to Parent for its information purposes only promptly after the date of this Agreement. The Financial Advisor has consented to the inclusion of a copy of its opinion in the Proxy Statement. It is agreed and understood that such opinion may not be relied on by the Parent Parties or any of their respective affiliates.

SECTION 3.05 No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any Law applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance (other than Permitted Encumbrances), on any property or asset of any Group Company pursuant to, any Contract or obligation to which any Group Company is a party or by which any properties or assets of any Group Company are bound, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrences which would not, individually or in the aggregate, reasonably be expected to (x) prevent or materially delay the consummation of the Transactions or (y) have a Company Material Adverse Effect.

(b) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for compliance with the applicable requirements of the Securities Act (as defined below) and Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (including the joining of the Company in the filing of a Schedule 13E-3, the furnishing of a Form 6-K with the Proxy Statement, and the filing or furnishing of one or more amendments to the Schedule 13E-3 and such Form 6-K to respond to comments of the Securities and Exchange Commission (the “SEC”), if any, on such documents), (ii) for compliance with the rules and regulations of the New York Stock Exchange (“NYSE”), and (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands pursuant to the CICL (collectively, the “Company Requisite Regulatory Approvals”), and (v) where the failure to obtain or make, as applicable, any such consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

SECTION 3.06 Permits; Compliance with Laws. (a) Each Group Company is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for such Group Company to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). No suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened, except, in each case, where the suspension or cancellation of any Material Company Permit would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured, except for any non-compliance that would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.

(e) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to:

(i) any Governmental Official in order to improperly (A) influence any act or decision of any Governmental Official, (B) induce such Governmental Official to use his or its influence with a Governmental Authority or (C) otherwise secure any improper advantage.

(ii) any other person in any manner that would constitute commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.

(f) No Governmental Official or Governmental Entity presently owns an interest, whether direct or indirect, in any Group Company or has any legal or beneficial interest in the Company or to payments made to the Company pursuant to this Agreement.

(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws and generally accepted accounting principles.

(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated or is operated not in compliance with, any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.

(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened.

SECTION 3.07 SEC Filings; Financial Statements. (a) The Company has filed or otherwise furnished (as applicable), all forms, reports and documents required to be filed with or furnished to the SEC by the Company since January 1, 2013 (the “Applicable Date”) (the forms, reports and other documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof as have been supplemented, modified or amended since the time of filing or furnishing, collectively, the “Company SEC Reports”). As of the date of filing, in the case of Company SEC Reports filed pursuant to the Exchange Act (and to the extent such Company SEC Reports were amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of Company SEC Reports filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (and to the extent such Company SEC Reports were amended, then as of the date of effectiveness of such amendment), the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed or effective, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading as of its filing date or effective date (as applicable).

(b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Reports was prepared in accordance with International Financial Reporting Standards (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) fairly presents, in all material respects, the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of the Group Companies, as applicable, as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments which are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements), in each case, in accordance with IFRS.

(c) No Group Company has any liabilities of any nature (whether accrued, absolute, determined, determinable, fixed, contingent or otherwise), in each case that would be required by IFRS to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries, except liabilities (i) reflected or reserved against in the consolidated balance sheet for the quarter ended September 30, 2015 (including any notes thereto) included in the Company SEC Reports, (ii) incurred pursuant to this Agreement or in connection with the Transactions, (iii) incurred since September 30, 2015 in the ordinary course of business and in a manner consistent with past practice since the Company’s initial public offering in 2010, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(d) The Company has timely filed all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) with respect to any Company SEC Report. The Company has been and is in compliance, in all material respects, with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act to ensure that all material information relating to the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. The Company’s Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”) have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed annual report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report under the Exchange Act the conclusions of the Certifying Officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date, including any change in the Company’s internal control over financial reporting that occurred during the period ending on the Evaluation Date that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Since the Evaluation Date, to the knowledge of the Company, there has been no change in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. To the knowledge of the Company, there is no reason to believe that the matters certified by the Certifying Officers are not true and correct in all material respects.

(e) Neither the Company nor, to the knowledge of the Company, the Company’s independent registered public accounting firm, has identified or been made aware of “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and procedures which could reasonably adversely affect the Company’s ability to record, process, summarize or report financial data, in each case which has not been subsequently remediated.

(f) The Group Companies maintain a system of internal accounting controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(g) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.

(h) There are no unconsolidated Subsidiaries of the Company or any off-balance sheet arrangements of any type (including any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act) that have not been so described in the Company SEC Reports nor any obligations to enter into any such arrangements.

SECTION 3.08 Absence of Certain Changes or Events. Since September 30, 2015 to the date hereof, except as expressly contemplated by this Agreement, (a) the Company and its Subsidiaries have conducted their businesses in all material respects in the ordinary course and in a manner consistent with past practice, or (b) there has not been any change in the financial condition, business or result of their operations or any circumstance, occurrence or development which has had a Company Material Adverse Effect.

SECTION 3.09 Absence of Litigation. (a) There is no material litigation, suit, claim, action, demand letter, or any judicial, criminal, administrative or regulatory proceeding, hearing, investigation, or formal or informal regulatory document production request proceeding (an “Action”) pending or, to the knowledge of the Company, threatened against any Group Company, or any share, security, equity interest, property or asset of any Group Company, before any Governmental Authority.

(b) Neither the Company nor any Subsidiary of the Company nor any property or asset of the Company or any Subsidiary of the Company is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of the Company, any continuing investigation by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

SECTION 3.10 Labor and Employment Matters; Employee Plans. (a) No Group Company is a party to or bound by any collective bargaining agreement or other labor union contract applicable to persons employed by any Group Company as of the date hereof, and no labor union has requested or, to the knowledge of the Company, has sought to represent any of the employees, representatives or agents of any Group Company. There are no unfair labor practice complaints pending, or to the knowledge of the Company, threatened, against any Group Company before any Governmental Authority, except for any such pending or threatened complaints that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no strike, slowdown, work stoppage or lockout, or similar activity or, to the knowledge of the Company, threat thereof, by or with respect to any employee of any Group Company.

(b) Each Group Company (i) is in material compliance with all applicable Laws relating to employment and employment practices, including those related to wages, work hours, shifts, overtime, Social Security Benefits, holidays and leave, collective bargaining terms and conditions of employment and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority, (ii) has withheld and paid in full to the appropriate Governmental Authority, or is holding for payment not yet due to such Governmental Authority, all amounts required to be withheld from or paid with respect to each Group Company’s employees (including the withholding and payment of all individual income taxes and contributions to Social Security Benefits payable), and (iii) is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing. There is no material claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to the knowledge of the Company, threatened before any Governmental Authority with respect to any persons currently or formerly employed by any Group Company. There is no charge or proceeding with respect to a material violation of any occupational safety or health standards that has been asserted or is now pending or, to the knowledge of the Company, threatened with respect to any Group Company.

(c) None of the Company Employee Plans is subject to the U.S. Employee Retirement Income Security Act of 1974, as amended. Each Company Employee Plan is now and always has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws. No Action or administrative proceeding is pending or, to the knowledge of the Company, threatened with respect to any Company Employee Plan or against the assets thereof (other than claims for benefits in the ordinary course), and no fact or event exists that could give rise to any such lawsuit, action, proceeding or claim. All employer and employee contributions to each Company Employee Plan required by applicable Law or by the terms of such Company Employee Plan have been made, or, if applicable, accrued in accordance with normal accounting practices. The fair market value of the assets of each funded Company Employee Plan, the liability of each insurer for any Company Employee Plan funded through insurance or the book reserve established for any Company Employee Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Closing, with respect to all current or former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Company Employee Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations. Each Company Employee Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and any Group Company has obtained all necessary approvals in connection therewith. Each Company Employee Plan may be amended, terminated or otherwise discontinued at any time without material liability to the Parent Parties or any Group Company, other than ordinary administration expenses.

(d) Except as otherwise specifically provided in this Agreement regarding the Company Share Awards, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with another event, such as a termination of employment) will (i) result in any payment becoming due to any current or former director or current or former employee of the Company or any of its Subsidiaries under any of the Company Employee Plans, (ii) increase any benefits otherwise payable under any of the Company Employee Plans or (iii) result in any acceleration of the time of payment or vesting of any such benefits or result in the payment of any amount under any Company Employee Plan that would be, individually or in combination with any other such payment, an “excess parachute payment” within the meaning of Section 280G of the Code. The Company is not obligated, pursuant to any of the Company Employee Plans, to grant any options or other rights to purchase or acquire Ordinary Shares to any employees, consultants or directors of the Company after the date hereof.

SECTION 3.11 Real Property. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the applicable Group Company has good and marketable title, and validly granted long term land use rights and building ownership rights, to the real property owned by any Group Company (the “Owned Real Property”), free and clear of any Lien, other than Permitted Property Liens, (ii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion of the Owned Real Property or interest therein, (iii) the land use rights relating to the Owned Real Property have been duly obtained from a competent Governmental Authority in accordance with applicable Law and all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full and on time, (iv) the applicable Group Company has duly complied with the terms and conditions of, and all of its obligations under, the relevant land use rights grant contract, as applicable, and real property purchase contract in relation to any Owned Real Property and (v) none of the Group Companies has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof.

(b) All current leases and subleases of real property entered into by any Group Company (the “Leased Real Property”) are in full force and effect, are valid and effective in accordance with their respective terms, subject to the Bankruptcy and Equity Exception, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by such Group Company or, to the knowledge of the Company, by the other party to such lease or sublease, except in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The applicable Group Company has good and valid leasehold or sublease-hold interests in each parcel of Leased Real Property, free and clear of any Liens other than Permitted Encumbrances, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

SECTION 3.12 Intellectual Property. (a) The Group Companies exclusively own, free and clear of all Liens (other than Permitted Encumbrances), or have the right to use, all Intellectual Property material to the conduct of the business of the Group Companies, which, as currently conducted, does not infringe upon or misappropriate the Intellectual Property rights or other proprietary rights, including rights of privacy, publicity and endorsement, of any third party (“Company Intellectual Property”).

(b) To the knowledge of the Company, (a) each of the licenses, sublicenses, consents and other Contracts (i) by which the Company or a Subsidiary of the Company is authorized to use any of the Intellectual Property that is used in or necessary for the conduct of the Group Companies’ businesses as presently conducted or as presently planned to be conducted and (ii) by which the Company or a Subsidiary of the Company licenses or otherwise authorizes a third party to use any Intellectual Property owned by the Company or such Subsidiary of the Company (the “IP Contracts”) is valid and is in full force and effect in accordance with the terms of such IP Contract subject to proper authorization and execution of such IP Contract by the counterparties thereto and to the Bankruptcy and Equity Exception and (b) there is no breach or default under any IP Contract, and no event has occurred that, with the passage of time or the giving of notice or both, would constitute a breach or default by the Company, any Subsidiary of the Company or any other party thereto under any IP Contract.

(c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and to the knowledge of the Company, (i) the Company Intellectual Property constitutes all of the Intellectual Property that is used in or necessary for the conduct of the Group Companies’ businesses as presently conducted or as presently planned to be conducted, including all Intellectual Property necessary to make, have made, use, copy, prepare derivative works of, import, offer to sell, sell and otherwise distribute all products and services of the Group Companies in the manner so done or to use the Software as they are currently used in the Group Companies’ businesses, (ii) no interference, opposition, reissue, reexamination, or other proceeding is or has been pending or threatened against the Group Companies, in which the scope, validity, or enforceability of any Company Intellectual Property is being, has been, or could reasonably be expected to be contested or challenged, (iii)all registered Company Intellectual Property is valid and subsisting, all prosecution, maintenance, renewal and other similar fees therefor have been paid and are current, and all registrations and applications therefor remain in full force and effect, (iv) all Company Intellectual Property disclosed as owned by a Group Company belongs to such Group Company and is not the property of a third party, (v) there are no (A) Actions pending or threatened against a Group Company (including cease-and-desist letters or offers to license any Intellectual Property), by any person alleging infringement, dilution, unauthorized disclosure, or misappropriation by any Group Company of the Intellectual Property rights of such person, or (B) challenges to the validity, enforceability or ownership of, or the right to use, any Company Intellectual Property, (ix) the conduct of the business of the Group Companies does not infringe, dilute, or misappropriate and has not infringed, diluted, or misappropriated any Intellectual Property rights of any person, (x) no Group Company has interfered with, infringed upon, disclosed without authorization, misused, misappropriated or otherwise violated any Intellectual Property rights, any rights of privacy (including personal data privacy and related Laws), name, portrait, reputation, or personality under applicable Law or any personal or sensitive information (including personally identifiable information) owned by any other person, and (xi) no person is infringing, diluting or misappropriating, or has infringed, diluted or misappropriated, any Company Intellectual Property.

(d) Neither the execution of this Agreement nor the consummation of any transactions contemplated hereby shall result in the loss or impairment of, or give rise to any right of a third party to terminate, any rights of the Company or any Subsidiary of the Company in or to any Company Intellectual Property.

(e) The Group Companies have taken commercially reasonable measures to protect the confidentiality, integrity, and security of (i) the material confidential or proprietary information of the Group Companies (or third parties for which the Group Companies have a legal or contractual obligation of protection), (ii) personally identifiable information, material confidential or proprietary information, and Trade Secrets entrusted to any Group Company by its customers, clients, or other persons to whom the such Group Company owes a duty or obligation under applicable Law or any written Contract to maintain the security or confidentiality thereof, and (C) Trade Secrets of the Group Companies.

(f) No Group Company is in breach of any requirements for or restrictions regarding subcontracting, sublicensing, or disclosure of Company Intellectual Property, Trade Secrets, or personally identifiable information of the Company, its Subsidiaries, or of their clients or customers to any person (including the Company’s Subsidiaries), contained in any applicable Contracts with any of the Company’s or its Subsidiaries’ customers or clients or under applicable Law. No proceedings are pending, or, to the knowledge of the Company, threatened against a Group Company by any person alleging a violation of such person’s, or any other person’s, privacy, publicity, personal or confidentiality rights by such Group Company under applicable Laws, or a breach or other violation of any of the Group Companies’ internal rules, policies and procedures with respect to privacy, publicity, data protection, collection, storage, transfer, use or disclosure of personally identifiable information by such Group Company.

SECTION 3.13 Taxes. (a) Each Group Company has timely filed all material Tax Returns required to be filed by or with respect to such Group Company and all such Tax Returns are true, accurate and complete in all material respects.

(b) Each Group Company has paid and discharged all material Taxes due and payable (whether or not shown to be due on any Tax Return), and where payment is not yet due, the Company has made adequate provision for such accrued Taxes in its financial statements included in the most recent Company SEC Reports in accordance with IFRS.

(c) There are no material Liens with respect to Taxes upon any of the assets or properties of any Group Company, other than with respect to Taxes not yet due and payable or for Taxes that are being contested in good faith by appropriate proceedings.

(d) As of the date hereof, no Governmental Authority has asserted or, to the knowledge of the Company, is threatening to assert against any Group Company any deficiency or claim for any material Taxes.

(e) Each Group Company has properly and timely withheld, collected and deposited all material Taxes that are required to be withheld, collected and deposited under applicable Law, and to the extent required, such Taxes have been paid to the relevant taxing authority.

(f) There is no outstanding audit, assessment, dispute or claim concerning any material Tax liability of any Group Company, nor is one pending to the knowledge of any Group Company.

(g) No Group Company has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any material Tax, nor has any Group Company entered into a closing agreement pursuant to section 7121 of the Code (or any similar provision of state, local or foreign Law).

(h) There are no unresolved claims by any Governmental Authority in a jurisdiction where any Group Company does not file Tax Returns that any Group Company is or may be subject to Taxes in such jurisdiction.

(i) No Group Company has engaged in a trade or business, has a permanent establishment, or otherwise is Tax resident in a country other than the country of its formation.

(j) Neither the Company nor any Subsidiary that is not an Onshore Subsidiary takes the position for tax purposes that it is a “resident enterprise” of the PRC.

(k) To the knowledge of the Company, no Group Company is or has been treated as a “passive foreign investment company” within the meaning of Section 1297 of the Code.

(l) No Group Company (A) is or has ever been a member of a combined, consolidated, unitary, affiliated or similar Tax group (other than a group the common parent of which is or was one of the Group Companies) or (B) has any liability for Taxes of any person as a result of being a member of such a Tax group or arising from the application of any provision of Tax Law, or as a transferee or successor, by contract, or otherwise.

(m) No Group Company is a party to, is bound by or has any obligation under any Tax sharing or Tax indemnity agreement or similar contract or arrangement.

(n) No Group Company has been either a “distributing corporation” or a “controlled corporation” in a distribution occurring during the last five (5) years in which the parties to such distribution treated the distribution as one to which Section 355 of the Code is applicable.

(o) No Group Company will be required to include amounts in income, or exclude items of deduction, in a taxable period beginning after the Closing Date as a result of (A) a change in method of accounting occurring prior to the Closing Date, (B) an installment sale or open transaction arising in a taxable period (or portion thereof) ending on or before the Closing Date, (C) a prepaid amount received, or paid, prior to the Closing Date or (D) deferred gains arising prior to the Closing Date.

(p) The Onshore Subsidiaries have, in accordance with applicable PRC Law, duly registered with the relevant PRC Governmental Authority, obtained and maintained the validity of all national and local Tax registration certificates and complied with all requirements in all material respects imposed by such Governmental Authorities.

(q) The prices and terms for the provision of any property or services by or to the Group Companies are arm’s length for purposes of the relevant transfer pricing Laws, and all related documentation required by such Laws has been timely prepared or obtained and, if necessary, retained. Each Group Company has provided or made available to Parent all documentation relating to, and is in full compliance with all terms and conditions of, any Tax exemption, Tax holiday, Tax incentive or other Tax reduction agreement or order of a Governmental Authority. Any submissions made on behalf of any Group Company to any Governmental Authority in connection with obtaining Tax exemptions, Tax holidays, Tax incentives or other Tax reduction agreement or order of a Government Authority are accurate and complete in all material respects. As of the date hereof, no suspension, revocation or cancellation of any Tax exemption, Tax holiday, Tax incentive or other Tax reduction agreement or order of a Governmental Authority is pending or, to the knowledge of the Company, threatened. The consummation of the transactions contemplated by this Agreement will not have any adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday, Tax incentive or other Tax reduction agreement or order.

SECTION 3.14 Indebtedness and Security. No Group Company has any Indebtedness nor any secured creditors holding fixed or floating security interests. No Group Company has taken any steps to seek protection pursuant to any bankruptcy law, nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any knowledge of any fact which would reasonably lead a creditor to do so. On the date hereof, and on the Closing Date after giving effect to (a) the Transactions contemplated by this Agreement, (b) payment of all amounts required to be paid in connection with the consummation of the transactions contemplated hereby and (c) payment of all related fees and expenses, none of the Group Companies is Insolvent.

SECTION 3.15 Material Contracts. (a) Except for this Agreement and the Contracts filed as exhibits to the Company SEC Reports filed with the SEC prior to the date of this Agreement, no Group Company is a party to, and no Group Company’s properties or assets are bound by, any of the types of Contracts listed in clauses (i) through (xi) of this Section 3.15(a) (such types of Contracts being the “Material Contracts”):

(i) each Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits to the Company’s most recently filed annual report on Form 20-F;

(ii) each Contract relating to any Indebtedness or Lien in excess of RMB30 million;

(iii) each Contract in respect of any (A) joint venture, strategic cooperation or collaboration arrangement, joint sales or marketing agreement, or partnership arrangement, in each case, that is material to the business of the Group Companies taken as a whole, or (B) other agreement involving a sharing of profits, losses, costs or liabilities by any Group Company that is material to the business of the Group Companies taken as a whole;

(iv) each Contract that involves the acquisition or disposition, directly or indirectly (by merger, license or otherwise), of any securities of any person (other than a Company Share Award) or any assets that have a fair market value or purchase price of more than RMB30 million;

(v) each Contract with a Governmental Authority in excess of RMB30 million;

(vi) each Contract with a Major Customer or Major Supplier in excess of RMB30 million;

(vii) each Contract with a sales representative or distributor with expected aggregate annual payments by or to the Company or any of its Subsidiaries in excess of RMB30 million;

(viii) each Contract (including any distribution agreements) that limits, or purports to limit, the ability of any Group Company to compete in any line of business in any geographic area or during any period of time in a manner that is material to the Group Companies, taken as a whole, or any Contract that grants any exclusive rights to any third party (including any exclusive license or exclusive distribution or usage arrangements) if such Contract, exclusive rights or restrictions resulting therefrom are material to the Group Companies, taken as a whole;

(ix) each Contract in excess of RMB1,000,000 between any Group Company, on the one hand, and any directors or officers of any Group Company or their immediate family members or shareholders (other than the Chairman Parties) of any Group Company holding more than 5% of the voting securities of any Group Company, on the other hand, under which there are material rights or obligations outstanding;

(x) each Contract providing for any earn-out or similar payment payable by any Group Company to any person (other than to another Group Company) in excess of RMB4 million;

(xi) each Contract involving payments by the Company or any of its Subsidiaries in excess of RMB30 million in the aggregate under each Contract;

(xii) each Contract relating to any capital expenditure or any disbursement Contract with a contract value exceeding RMB30 million;

(xiii) each share or stock redemption or purchase or other Contract affecting or relating to the share capital of the Company or any of its Subsidiaries, including each Contract with any shareholder of the Company or any of its Subsidiaries which includes anti-dilution rights, voting arrangements or operating covenants;

(xiv) each Contract under which the Company or any of its Subsidiaries has granted any Person any registration rights, or any right of first refusal, first offer or first negotiation with respect to any Ordinary Shares or securities of any Subsidiaries of the Company; and

(xv) each Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each Material Contract is a legal, valid and binding obligation of a Group Company, as applicable, in full force and effect and enforceable against the such Group Company in accordance with its terms, subject to the Bankruptcy and Equity Exception, (ii) to the Company’s knowledge, each Material Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy and Equity Exception, (iii) no Group Company and, to the Company’s knowledge, no counterparty, is or is alleged to be in breach or violation of, or default under, any Material Contract, (iv) to the Company’s knowledge, no person intends to terminate any Material Contract and (v) neither the execution of this Agreement nor the consummation of any Transaction shall constitute a material default under, give rise to cancellation rights under, or otherwise adversely affect any of the material rights of any Group Company under any Material Contract. The Company has furnished or made available to Parent true and complete copies of all Material Contracts, including any amendments thereto.

SECTION 3.16 Environmental Matters. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, (i) each Group Company is in compliance with all applicable Environmental Laws and has obtained and possess all permits, licenses and other authorizations currently required for their establishment and their operation under any Environmental Law (the “Environmental Permits”), and all such Environmental Permits are in full force and effect, (ii) to the knowledge of the Company, no property currently or formerly owned or operated by any Group Company has been contaminated with or is releasing any Hazardous Substance in a manner that would reasonably be expected to require remediation or other action pursuant to any Environmental Law, (iii) no Group Company has received any notice, demand, letter, claim or request for information alleging that any Group Company is in violation of or liable under any Environmental Law, which remains unresolved, and (iv) no Group Company is subject to any order, decree or injunction with any Governmental Authority or agreement with any person concerning liability under any Environmental Law or relating to Hazardous Substances.

SECTION 3.17 Interested Party Transactions. None of the officers or directors of any Group Company is presently a party to any transaction with the Company or any of its Subsidiaries which would be required to be reported under Item 404 of Regulation S-K of the SEC (other than for services as officers, directors and employees of a Group Company), other than for (a) payment of salary or fees for services rendered in the capacity of an officer, director or employee of the Company or any of its Subsidiaries), (b) reimbursement for expenses incurred on behalf of the Company or any of its Subsidiaries and (c) other employee benefits, including Company Share Awards, in each case, in the ordinary course of business and consistent with past practice.

SECTION 3.18 Insurance. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, as of the date of this Agreement, (i) all insurance policies and all self-insurance programs and arrangements relating to the business, assets, liabilities and operations of the Group Companies are in full force and effect, (ii) the Company has no reason to believe that any Group Company will not be able to (A) renew its existing insurance policies as and when such policies expire or (B) obtain comparable coverage from comparable insurers as may be necessary to continue its business without a significant increase in cost, (iii) no Group Company has received any written notice of any threatened termination of, premium increase with respect to, or alteration of coverage under, any of its respective insurance policies, and (iv) no Group Company has been denied any insurance coverage which it has sought or for which it has applied.

SECTION 3.19 Personal Property and Inventory. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries has good and valid title to, or holds pursuant to a valid and enforceable right to use under a Contract, all of their respectively owned tangible personal properties as necessary to conduct their respective businesses as currently conducted as of the date of this Agreement, free and clear of all Liens (except for Permitted Property Liens). All material inventory of raw materials, components, and final finished products are in good and usable condition, has been manufactured and stored in accordance with all applicable Laws in all material respects and can reasonably be anticipated to be used and consumed in the ordinary course of business. The Company and each of its Subsidiaries have accurate records of the location of all such material inventory and the expiration dates for all such material inventory, if applicable.

SECTION 3.20 Accounts Receivable. The accounts receivable and other receivables of the Company and each of its Subsidiaries are not subject to any material claim of offset, recoupment, set-off or counter-claim other than in the ordinary course of business consistent with past practice. No person has any Lien on any material accounts receivable or other receivable, and no agreement for deduction or discount has been made with respect to any of such accounts receivable or other receivable.

SECTION 3.21 Anti-Takeover Provisions. The Company is not party to a shareholder rights agreement, “poison pill” or similar agreement or plan. The Company Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price”, “control share” or other similar Laws enacted under any Laws applicable to the Company (each, a “Takeover Statute”) does not, and will not, apply to this Agreement or the Transactions other than the CICL.

SECTION 3.22 Brokers. Except for the Financial Advisor, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company.

SECTION 3.23 No Other Representations and Warranties. Except for the representations and warranties made by the Company in Article III and Section 6.01(c), neither the Company nor any other person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business, operations, condition (financial or otherwise) or any information provided to Holdco, Parent and Merger Sub or any of their respective affiliates or Representatives, notwithstanding the delivery or disclosure to Holdco, Parent and Merger Sub or any of their respective affiliates or Representatives of any documentation, forecasts or other information in connection with the Transactions, and each of Holdco, Parent and Merger Sub acknowledges the foregoing. Neither the Company nor any other person will have or be subject to any liability or indemnity obligations to Holdco, Parent, Merger Sub or any other person resulting from the distribution or disclosure or failure to distribute or disclose to Holdco, Parent, Merger Sub or any of its affiliates or Representatives, or their use of, any information, unless and to the extent such information is expressly included in the representations and warranties contained in this Article III or Section 6.01(c).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF HOLDCO, PARENT AND MERGER SUB

Holdco, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that:

SECTION 4.01 Corporate Organization. Each of Holdco, Parent and Merger Sub is an exempted company duly organized, validly existing and in good standing under the laws of the Cayman Islands and has the requisite corporate or similar power and authority to own, lease and operate its properties and assets to carry on its business as it is now being conducted. Each of Holdco, Parent and Merger Sub is duly qualified to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary.

SECTION 4.02 Memorandum and Articles of Association. Each of the Parent Parties has heretofore furnished to the Company a complete and correct copy of the memorandum and articles of association or equivalent organizational documents, each as amended or modified as of the date hereof, of each of Holdco, Parent and Merger Sub. Such memorandum and articles of association or equivalent organizational documents are in full force and effect as of the date hereof. None of the Parent Party or Merger Sub is in violation of any of the provisions of its memorandum and articles of association or equivalent organizational documents that has materially affected, or is reasonably likely to materially affect, each of the Parent Party’s or Merger Sub’s ability to consummate the Transactions.

SECTION 4.03 Capitalization. (a) The authorized share capital of Parent consists of 50,000 ordinary shares of a par value US$1.00 per share. As of the date of this Agreement, 1 ordinary share is issued and outstanding, which has been duly authorized and is validly issued, fully paid and non-assessable. Except as set forth in the Rollover Agreements, there are no options, warrants, convertible debt or other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued share capital of Parent or Merger Sub or obligating Parent or Merger Sub to issue or sell any share capital of, or other equity interests in, Parent or Merger Sub. All ordinary shares of Parent subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable.

(b) The authorized share capital of Merger Sub consists of 50,000 ordinary shares of a par value US$1.00 per share. As of the date of this Agreement, 1 ordinary share is issued and outstanding, which has been duly authorized and is validly issued, fully paid and non-assessable, and free of any preemptive rights in respect thereof and which is owned by Parent. The outstanding ordinary share of Merger Sub is, and immediately prior to the Effective Time will be, owned by Parent, free and clear of all Liens.

SECTION 4.04 Authority Relative to This Agreement. Each of Holdco, Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Holdco, Parent and Merger Sub of this Agreement and the consummation by Holdco, Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate action on the part of Holdco, Parent or Merger Sub and no vote of the Parent or Holdco are necessary to authorize the execution and delivery of this Agreement by Parent and Merger Sub and the Plan of Merger by Merger Sub and the consummation by them of the Transactions (other than the filings, notifications and other obligations and actions described in Section 4.05(b)). This Agreement has been duly and validly executed and delivered by Holdco, Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Holdco, Parent and Merger Sub, enforceable against each of Holdco, Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.

SECTION 4.05 No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Holdco, Parent and Merger Sub do not, and the performance of this Agreement by Holdco, Parent and Merger Sub and consummation of the Transactions will not, (i) conflict with or violate the memorandum and articles of association of any of Holdco, Parent or Merger Sub, (ii) assuming (solely with respect to performance of this Agreement and the consummation of the Transactions) that all consents, approvals, authorizations and other actions described in Section 4.05(b) have been obtained prior to the Effective Time and all filings and obligations described in Section 4.05(b) have been made and any waiting periods thereunder will have terminated or expired prior to the Effective Time, conflict with or violate any Law applicable to Holdco, Parent or Merger Sub or by which any property or asset of either of them is bound or affected, or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien or other encumbrance on any property or asset of Holdco, Parent or Merger Sub pursuant to, any Contract or obligation to which Holdco, Parent or Merger Sub is a party or by which any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay consummation of the Transactions by Holdco, Parent or Merger Sub.

(b) The execution and delivery of this Agreement by Holdco, Parent and Merger Sub do not, and the performance of this Agreement by Holdco, Parent and Merger Sub and the consummation by Holdco, Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority or any other person, except (i) for compliance with the applicable requirements of any federal or state securities Laws, including Section 13 of the Exchange Act and the rules and regulations promulgated thereunder (including the filing of a Schedule 13E-3 and furnishing of the Proxy Statement, and the filing or furnishing of one or more amendments to the Schedule 13E-3 and Proxy Statement to respond to comments of the SEC, if any, on such documents), (ii) for compliance with the rules and regulations of NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and publication of notice of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, (iv) for compliance with the registration and filing of the documents as required by applicable laws and regulations in connection with overseas investment with the Guangdong Provincial Development and Reform Commission and the Department of Commerce of Guangdong Province and for compliance with the foreign exchange registration with competent local commercial banks as required by applicable foreign exchange rules and regulations (the “Parent Requisite Regulatory Approvals” and, together with the Company Requisite Regulatory Approvals, the “Requisite Regulatory Approvals”), and (v) where the failure to obtain or make, as applicable, any such consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority would not, individually or in the aggregate, be expected to, prevent or materially delay consummation of any of the Transactions by Holdco, Parent or Merger Sub.

SECTION 4.06 Absence of Litigation. As of the date of this Agreement, there is no material Action pending or, to the knowledge of the Parent Parties, threatened against any of Holdco, Parent or Merger Sub, or any share, security, equity interest, property or asset of any of Holdco, Parent or Merger Sub, before any Governmental Authority, except as would not, individually or in the aggregate, prevent or materially delay consummation of the Transaction by Holdco, Parent or Merger Sub. As of the date of this Agreement, none of Holdco, Parent or Merger Sub or any property or asset of any of Holdco, Parent or Merger Sub is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of the Parent Parties, any continuing investigation by, any Governmental Authority, or any order, writ, judgement, injunction, decree, determination or award of any Governmental Authority, except as would not, individually or in the aggregate, prevent or materially delay consummation of the Transaction by Holdco, Parent or Merger Sub.

SECTION 4.07 Financing; Equity Rollover.

(a) Parent has delivered to the Company true and correct copies of (i) an executed debt commitment letter from the financial institutions named therein (as the same may be amended or modified pursuant to Section 6.14, the “Debt Commitment Letter”) confirming their respective commitments, subject to the terms and conditions therein, to provide or cause to be provided the aggregate debt amounts set forth therein for the purpose of financing the Transactions (the “Debt Financing”), (ii) executed equity commitment letters from the Chairman and certain affiliates of the Sponsors (the “Equity Commitment Letters”) pursuant to which each such Person has committed to contribute, or cause to be contributed, through one or more direct or indirect capital contributions (which contributions may take the form of ordinary equity, shareholder loans, preferred equity or other securities) to Holdco (for further direct or indirect capital contributions to Parent (which contributions may take the form of ordinary equity, shareholder loans, preferred equity or other securities)) or Parent, as applicable, up to the aggregate amount set forth therein (the “Equity Financing”), the proceeds of which shall be used by Parent to pay (or to cause to be paid) the Merger Consideration and any other amounts required to be paid pursuant to this Agreement and (iii) the Rollover Agreements (together with the Debt Commitment Letter and the Equity Commitment Letters, the “Financing Commitments”) pursuant to which, subject to the terms and conditions therein, the Rollover Securityholders have agreed to receive no cash consideration for their Rollover Securities, which will be converted into ordinary shares of the Surviving Company at the Effective Time and to consummate the Transactions (together with the Debt Financing and the Equity Financing, the “Financing”). The Equity Commitment Letters provide, and will continue to provide, that the Company is a third party beneficiary with respect to the provisions therein.

(b) As of the date hereof, (i) the Financing Commitments, in the form so delivered, are in full force and effect and are the legal, valid and binding obligations of Holdco and, to the knowledge of the Parent Parties, of the parties thereto, enforceable in accordance with the terms and conditions thereof, (ii) none of the Financing Commitments have been amended or modified and no such amendment or modification is contemplated, (iii) the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect and to the knowledge of the Parent Parties, no such withdrawal termination or restriction is contemplated and (iv) no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Financing Commitments by any of Holdco, Parent or Merger Sub and, to the knowledge of the Parent Parties, by the other parties thereto. Assuming the Financing is funded in accordance with the terms and conditions of the Financing Commitments, the proceeds contemplated by the Financing Commitments will be sufficient for Merger Sub, to (1) consummate the Transactions on the terms contemplated by this Agreement, and (2) pay any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The obligations of the financing sources to fund the commitments under the Financing Commitments are not subject to any contractual conditions other than as set forth in the Financing Commitments. The Financing Commitments contain all of the conditions precedent to the obligations of the parties thereunder to make the Financing available to Holdco, Parent or Merger Sub on the terms and conditions therein. As of the date hereof, assuming the satisfaction of the conditions precedent set forth in Article VII, Holdco, Parent and Merger Sub do not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Holdco, Parent and Merger Sub at the time required to consummate the Transactions. As of the date hereof, none of Holdco, Parent and Merger Sub has any outstanding obligation to pay any commitment fees or other fees in connection with the Financing Commitments in connection with the execution of this Agreement, and Holdco, Parent and Merger Sub will after the date hereof pay when due all other fees arising under the Financing Commitments as and when they become due and payable thereunder. Except as set forth in the Commitment Letters and the related fee letter, there are no side letters or other oral or written Contracts to which Holdco, Parent, Merger Sub or any of their respective affiliates is a party that impose conditions to the funding or investing, as applicable, of the full amount of the Financing.

SECTION 4.08 Limited Guarantees. Concurrently with the execution of this Agreement, the Parent Parties have caused each of the Guarantors to deliver to the Company a duly executed Limited Guarantee. Assuming the due authorization, execution and delivery by the Company, each of the Limited Guarantees is in full force and effect and constitutes a legal, valid and binding obligation of the corresponding Guarantor, and no event has occurred, which, with or without notice, lapse of time or both, would constitute a default on the part of a Guarantor under the relevant Limited Guarantee.

SECTION 4.09 Brokers. No broker, finder or investment banker or other person is entitled to any brokerage, finder’s, financial advisor’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Holdco, Parent or Merger Sub.

SECTION 4.10 Ownership of Company Shares. Other than the Rollover Securities (and as a result of this Agreement and the Rollover Agreements) and any Company Share Awards, none of Holdco, Parent nor Merger Sub beneficially owns (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any Ordinary Shares or other securities or any other economic interest (through derivative securities or otherwise) of the Company or any options, warrants or other rights to acquire any Ordinary Shares or other securities of, or any other economic interest (through derivatives securities or otherwise) in the Company.

SECTION 4.11 Independent Investigation. Holdco, Parent and Merger Sub have conducted their own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and Subsidiaries of the Company, which investigation, review, and analysis was performed by Holdco, Parent and Merger Sub, their respective affiliates and Representatives. Each of Holdco, Parent and Merger Sub acknowledge that as the date of this Agreement, it, its affiliates and their respective Representatives have been provided adequate access to the personnel, properties, facilities and records of the Company and the Subsidiaries of the Company for such purpose. In entering into this Agreement, each of Holdco, Parent and Merger Sub acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any statements, representations or opinions of any of the Company, the Subsidiaries of the Company or their respective Representatives (except the representations, warranties, covenants and agreements of the Company set forth in this Agreement and in any certificate delivered pursuant to this Agreement).

SECTION 4.12 Buyer Group Contracts. Parent has delivered to the Company a true, correct and complete copy of each of the Buyer Group Contracts. As of the date hereof, other than the Buyer Group Contracts and any documents or agreements with respect to the shareholder arrangements of Holdco, Parent or the Surviving Corporation (or any equity holder of Holdco), there are (a) no side letters or other contracts (whether oral or written) relating to the Transactions between two or more of the following persons: each of the Rollover Securityholders, Holdco, Parent, Merger Sub, Guarantor or any of their respective affiliates, and (b) no contracts (whether oral or written) (i) between Holdco, Parent, Merger Sub or any of their affiliates (excluding the Company and its Subsidiaries), on the one hand, and any of the Company’s or its Subsidiaries’ directors, officers, employees or shareholders, on the other hand, that relate in any way to the Transactions, or (ii) pursuant to which any shareholder of the Company would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration or Per ADS Merger Consideration, or (iii) pursuant to which any shareholder of the Company has agreed to vote to approve this Agreement or the Merger or has agreed to vote against any Superior Proposal, or (iv) pursuant to which any person has agreed to provide, directly or indirectly, equity capital to Holdco, Parent, Merger Sub or the Company to finance in whole or in part the Merger.

SECTION 4.13 Non-reliance on Company Estimates. The Company has made available to Holdco, Parent and Merger Sub, and may continue to make available, certain estimates, projections and other forecasts for the business of the Company and the Company Subsidiaries and certain plan and budget information. Each of Holdco, Parent and Merger Sub acknowledges that these estimates, projections, forecasts, plans and budgets and the assumptions on which they are based were prepared for specific purposes and may vary significantly from each other. Further, each of Holdco, Parent and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that each of Holdco, Parent and Merger Sub are taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans and budgets), and that neither of Holdco, Parent nor Merger Sub is replying on any estimates, projections, forecasts, plans or budgets furnished by the Company, the Subsidiaries of the Company or their respective affiliates and Representatives, and each of Holdco, Parent and Merger Sub shall not, and shall cause its affiliates and their respective Representatives not to, hold any such person liable with respect thereto. Nothing in this Section 4.13 shall be deemed to limit in any respect the representations and warranties of the Company contained in Article III.

SECTION 4.13 No Other Representations and Warranties. Except for the representations and warranties made by Holdco, Parent and Merger Sub in Article IV and Section 6.01(b), none of Holdco, Parent or Merger Sub nor any other person on behalf of Holdco, Parent or Merger Sub makes any other express or implied representation or warranty with respect to Holdco, Parent or Merger Sub or their respective business, operations, condition (financial or otherwise) or any information provided to the Company or any of its affiliates or Representatives, notwithstanding the delivery or disclosure to the Company or any of its affiliates or Representatives of any documentation, forecasts or other information in connection with the Transactions, and the Company acknowledges the foregoing.

ARTICLE V

CONDUCT OF BUSINESS PENDING THE MERGER

SECTION 5.01 Conduct of Business by the Company Pending the Merger. (a) The Company agrees that, between the date of this Agreement and the Effective Time, except as required by applicable Law, unless Parent shall otherwise provide its prior written consent (which consent shall not be unreasonably withheld):

(i) the businesses of the Group Companies shall be conducted only in, and no Group Company shall take any action except in, a lawfully permitted manner in the ordinary course of business consistent with past practice; and

(ii) the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Group Companies, maintain in effect all Material Company Permits, keep available the services of the current officers, key employees, and key consultants and contractors of the Group Companies and preserve the current material relationships and goodwill of the Group Companies with Governmental Authorities, key customers and suppliers, and any other persons with which any Group Company has relations.

(b) In furtherance and without limitation of Section 5.01(a), except as required by applicable Law, the Company will not, and will not permit any of its Subsidiaries to, between the date of this Agreement and the Effective Time, directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent:

(i) amend or otherwise change the memorandum and articles of association or equivalent organizational documents of the Company, or make any material amendments to the memorandum and articles of association or equivalent organizational documents of any other Group Company;

(ii) issue, sell, transfer, lease, sublease, license, pledge, dispose of, grant or encumber, or authorize the issuance, sale, transfer, lease, sublease, license, pledge, disposition, grant or encumbrance of, (A) any shares of any class of any Group Company, or any options, warrants, convertible securities or other rights of any kind (including any Company Share Award) to acquire any shares, or any other ownership interest (including, without limitation, any phantom interest), of any Group Company (other than (x) in connection with the exercise or settlement of any Company Share Awards outstanding on the date hereof in accordance with the Share Incentive Plan and applicable award agreement or (y) in transactions solely among the Company’s wholly-owned Subsidiaries or between the Company and any of its wholly-owned Subsidiaries), or (B) any property or assets (whether real, personal or mixed, and including leasehold interests, intangible property and intellectual property) with a value in excess of RMB30 million of the Company or any Subsidiary (other than (x) sale of such property or assets (including inventory) in the ordinary course of business and consistent with past practice or (y) in transactions solely among the Company’s wholly-owned Subsidiaries or between the Company and any of its wholly-owned Subsidiaries);

(iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, shares, property or otherwise, with respect to any of its shares, other than dividends or other distributions from any Group Company to the Company or another Group Company which is wholly-owned by the Company;

(iv) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its shares, or any options, warrants, convertible securities or other rights exchangeable into or convertible or exercisable for any of its share capital, in each case other than in connection with the settlement of any Company Share Awards in accordance with the Share Incentive Plan and this Agreement;

(v) (A) effect or commence any liquidation, dissolution, scheme of arrangement, merger, consolidation, amalgamation, recapitalization, restructuring, reorganization or similar transaction involving any Group Company (other than the Merger or any merger or consolidation among wholly-owned Subsidiaries of the Company), or (B) create any new Subsidiaries;

(vi) (A) acquire (including, without limitation, by merger, consolidation, scheme of arrangement, amalgamation or acquisition of stock or assets or any other business combination) or make any capital contribution or investment in any corporation, partnership, other business organization or any division thereof (other than a wholly-owned Subsidiary of the Company), or (B) acquire any assets (other than (x) in the ordinary course of business consistent with past practice or (y) assets of a wholly-owned Subsidiary of the Company);

(vii) (A) incur, assume, alter, amend or modify any Indebtedness, guarantee any Indebtedness, or issue any debt securities, in each case, in excess of RMB30 million individually or RMB30 million in the aggregate, or (B) make (x) any loans or advances to any director or executive officer of the Company or (y) any loans or advances in excess of RMB2 million individually or RMB10 million in the aggregate to any other person;

(viii) create or grant any Lien on any assets (including Company Intellectual Property) of any Subsidiaries of the Company other than in the ordinary course of business consistent with past practice;

(ix) (A) authorize, or make any commitment with respect to, any single capital expenditure which is in excess of RMB10 million, unless specifically included in the Company’s current budget and operating plan approved by the Company Board, or (B) authorize or make any commitment with respect to capital expenditures which are, in the aggregate (including capital expenditures included in the Company’s budget and operating plan), in excess of RMB30 million for the Group Companies taken as a whole, in each case other than ordinary course expenditures necessary to maintain existing assets in good repair; or

(x) guarantee the performance or other obligations of any person (other than guarantees in connection with any Indebtedness as permitted by the foregoing clause (vii));

(xi) except as otherwise required by Law or pursuant to any Company Employee Plan in existence as of the date hereof, (A) enter into any new employment or compensatory agreements in connection with employment or service (including the renewal of any such agreements), or terminate or amend any such agreements, with any director or officer of any Group Company or any other employee or individual service provider of any Group Company who has an annual base salary in excess of RMB400,000, (B) grant or provide any material severance or termination payments or benefits to any director, officer, employee or individual service provider of any Group Company, (C) materially increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to, or grant, issue or make any new equity awards to any director, officer, employee or individual service provider of any Group Company, except annual base salary increases to non-officer employees of any Group Company made in the ordinary course consistent with past practice, (D) establish, adopt, amend or terminate any Company Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Employee Plan if it were in existence as of the date of this Agreement or, except as otherwise expressly set forth in this Agreement, amend the terms of any outstanding Company Share Awards, (E) except as otherwise expressly set forth in this Agreement, with respect to Company Share Awards, take any action to accelerate or otherwise alter the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under the Company Employee Plan, to the extent not already required in any such plan, or (F) change any actuarial or other assumptions used to calculate funding obligations with respect to any Company Employee Plan or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by IFRS;

(xii) make any material changes with respect to any method of financial accounting, or financial accounting policies or procedures, including material changes affecting the reported consolidated assets, liabilities or results of operations of any Group Companies except as required by changes in IFRS or applicable Law;

(xiii) enter into, or materially amend or modify, or consent to the termination of any Material Contract (or any Contract that would be a Material Contract if such Contract had been entered into prior to the date hereof), or amend, waive, modify or consent to the termination of the Company’s or any Subsidiary’s material rights thereunder, or fail to comply with or breach in any material respect any Material Contract;

(xiv) terminate or cancel, let lapse, or amend or modify in any material respect, other than renewals in the ordinary course of business, any material insurance policies maintained by it which is not promptly replaced by a comparable amount of insurance coverage with reputable independent insurance companies or underwriters;

(xv) commence any material Action (other than in respect of collection of amounts owed in the ordinary course of business) or settle any Action other than any settlement involving only the payment of monetary damages not in excess of RMB5 million not relating to this Agreement or the Transactions;

(xvi) engage in the conduct of any new line of business material to the Group Companies, taken as a whole;

(xvii) permit any item of material Business Intellectual Property to lapse or to be abandoned, dedicated, or disclaimed, fail to perform or make any applicable filings, recordings or other similar actions or filings with respect to material Business Intellectual Property, or fail to pay all required fees and taxes required or advisable to maintain and protect its interest in material Business Intellectual Property;

(xviii) fail to make in a timely manner any filings or registrations with the SEC required under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder;

(xix) make or change any material Tax election, amend any material Tax Return, enter into any material closing agreement with respect to Taxes, surrender any right to claim a material refund of Taxes, settle or finally resolve any material controversy with respect to Taxes, consent to any extension or waiver of the statute of limitations applicable to any Tax claim or assessment relating to the Group Companies, or change any method of Tax accounting;

(xx) do any other act which would reasonably cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect or intentionally omit to take any action necessary to prevent any such representation or warranty from being untrue in any material respect at any time as of which it is given;

(xxi) take any action which would be reasonably likely to result in a Company Material Adverse Effect; or

(xxii) authorize or agree to take any of the foregoing actions, or enter into any letter of intent (binding or non-binding) or similar written agreement or arrangement with respect to any of the foregoing.

ARTICLE VI

ADDITIONAL AGREEMENTS

SECTION 6.01 Proxy Statement and Schedule 13E-3. (a) Promptly following the date hereof, the Company, with the assistance of Holdco, Parent and Merger Sub, shall prepare and cause to be filed with the SEC a proxy statement relating to the approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company, including the Merger (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). Subject to and without limiting the rights of the Special Committee and the Company Board to effect a Change in Company Recommendation pursuant to and in accordance with Section 6.04(d), the Proxy Statement shall include the Company Recommendation. Concurrently with the preparation of the Proxy Statement, the Company, Holdco, Parent and Merger Sub shall jointly prepare and cause to be filed a Schedule 13E-3 with the SEC. Each of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts so that the Schedule 13E-3 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Holdco, Parent and Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement and Schedule 13E-3. Each of the Company, Holdco, Parent and Merger Sub shall furnish all information concerning such party to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and Schedule 13E-3. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and Schedule 13E-3 and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Prior to filing or mailing the Proxy Statement and Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on such document or response, and (ii) shall consider in good faith and take into account those comments reasonably proposed by Parent and its counsel. Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of Section 6.04, in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent the opportunity to review or comment on (or include comments proposed by Parent in) the portion of the Schedule 13E-3 or the Proxy Statement, any amendment or supplement thereto, or any other filing by the Company with the SEC, solely with respect to such disclosure. If at any time prior to the Shareholders’ Meeting, any information relating to the Company, Holdco, Parent and Merger Sub or any of their respective affiliates, officers or directors, is discovered by the Company, Holdco, Parent and Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement and Schedule 13E-3 so that the Proxy Statement and Schedule 13E-3 shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company; provided that prior to such filing, the Company, Holdco, Parent and Merger Sub, as the case may be, shall consult with the other Parties with respect to such amendment or supplement and shall afford the other Parties and their Representatives reasonable opportunity to comment thereon.

(b) Holdco and Parent represent and covenant that the information supplied by them for inclusion in the Proxy Statement and Schedule 13E-3 will not, at (i) the time the Proxy Statement and Schedule 13E-3 (or any amendment thereof or supplement thereto) are filed with the SEC, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Company, and (iii) the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by Holdco, Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3.

(c) The Company represents and covenants that the information supplied by the Company for inclusion in the Proxy Statement and Schedule 13E-3 will not, at (i) the time the Proxy Statement and Schedule 13E-3 (or any amendment thereof or supplement thereto) are filed with the SEC, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Company, and (iii) the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information supplied by or on behalf of Holdco, Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3. The Company covenants that all documents that the Company is responsible for filing with and/or furnishing to the SEC in connection with any of the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, other than with respect to any information supplied by Holdco, Parent or Merger Sub.

SECTION 6.02 Company Shareholders’ Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company shall cause a definitive Proxy Statement, letter to shareholders, notice of meeting and form of proxy accompanying the definitive Proxy Statement that will be provided to the holders of Ordinary Shares in connection with the solicitation of proxies for use at the Shareholders’ Meeting, to be mailed to the holders of Ordinary Shares at the earliest reasonably practicable date after the date that the SEC confirms it has no further comments, and, if necessary in order to comply with applicable Laws, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.

(b) As promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 and Proxy Statement, subject to the right of the Company to terminate this Agreement pursuant to Section 6.04(d), the Company shall take, in accordance with applicable Law and its memorandum and articles of association, regardless of whether the Company Board or Special Committee has determined at any time that this Agreement is no longer advisable or effects a Change in in the Company Recommendation, all actions reasonably necessary to (i) call, give notice of, set a record date for, and convene the shareholders’ meeting for the purpose of obtaining the Requisite Company Vote (the “Shareholders’ Meeting”), (ii) instruct or otherwise cause the Depositary to (A) fix the record date established by the Company for the Shareholders’ Meeting as the record date for determining the holders of ADSs who shall be entitled to give instructions for the exercise of the voting rights pertaining to the Ordinary Shares represented by ADSs (the “Record ADS Holders”), (B) provide all proxy solicitation and voting materials to all Record ADS Holders and (C) vote all Ordinary Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Except with the prior written consent of Parent, the only matter (other than procedural matters) that shall be proposed to be acted upon by the shareholders of the Company at the Shareholders’ Meeting shall be approval of this Agreement, the Plan of Merger and the Merger.

(c) The Company may, and Parent may request that the Company, adjourn or postpone the Shareholders’ Meeting for up to thirty (30) days (but in any event no later than five (5) Business Days prior to the Termination Date) (x) if as of the time for which the Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Ordinary Shares represented (either in person or by proxy) (A) to constitute a quorum necessary to conduct the business of the Shareholders’ Meeting or (B) voting in favor of approval of this Agreement and the Transactions to obtain the Requisite Company Vote or (y) at the reasonable request of any party hereto, in order to allow reasonable additional time for the filing and, if necessary or desirable, mailing of any supplemental or amended disclosure to be reviewed by the Company’s shareholders prior to the Shareholders’ Meeting, in which event the Company shall, in each case, cause the Shareholders’ Meeting to be adjourned or postponed.

(d) Once the Company has established the record date, the Company shall not change such record date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law, the memorandum and articles of association of the Company, or failure to do so would violate the directors’ fiduciary duties under applicable Law. In the event that the date of the Shareholders’ Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that, unless Parent shall have otherwise approved in writing, it shall implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Shareholders’ Meeting, as so adjourned, postponed or delayed, except as required by applicable Law or the memorandum and articles of association of the Company, or if failure to do so would violate the directors’ fiduciary duties under applicable Law.

(e) Subject to Section 6.04(d), the Company Board shall recommend to holders of the Ordinary Shares that they approve and authorize this Agreement, the Plan of Merger and the Transactions, and shall include such recommendation in the Proxy Statement. Unless there has been a Change in Company Recommendation pursuant to Section 6.04(c), the Company shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the approval of this Agreement, the Plan of Merger and the Transactions and shall take all other actions reasonably necessary or advisable to secure the Requisite Company Vote.

(f) Subject to the Company’s right to effect a Change in Company Recommendation pursuant to and in accordance with Section 6.04(d), unless this Agreement has been validly terminated pursuant to Article VIII, the obligations of the Company under this Section 6.02 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal, or by any Change in the Company Recommendation. Notwithstanding anything to the contrary in this Agreement, unless this Agreement has been validly terminated pursuant to Article VIII, the Company shall comply with all of its obligations under Section 6.01 and Section 6.02 to prepare, file and disseminate the Proxy Statement, establish a record date and meeting date for the Shareholders’ Meeting and call and hold the Shareholders’ Meeting.

SECTION 6.03 Access to Information. (a) From the date hereof until the Effective Time and subject to applicable Law, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent and its Representatives reasonable access during normal business hours to the offices, properties, books and records of the Group Companies, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request, and (iii) instruct the Representatives of the Group Companies to reasonably cooperate with Parent and its Representatives in its investigation; provided that the Company shall not be required to (A) furnish, or provide access to, any information to any person not a party to, or otherwise covered by, the Confidentiality Agreements with respect to such information, or (B) provide access to or furnish any information if doing so would (x) violate any Contract with any third party or any applicable Law, or (y) cause any Group Company, upon advice of outside legal counsel, to waive any privilege with respect to such information, provided that the Company shall take all commercially reasonable steps to permit inspection of or to disclose such information on a basis that does not waive such Group Company’s privilege with respect thereto, including, without limitation, by means of a joint interest or defense agreement.

(b) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

SECTION 6.04 No Solicitation of Transactions. (a) The Company agrees that no Group Company and none of the directors or officers of any Group Company shall, and that it shall cause its and its Subsidiaries’ Representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any Group Company), not to, in each case, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing information in a manner designed to encourage), or take any other action to facilitate, any inquiries or the making of any Acquisition Proposal (including, without limitation, any proposal or offer to its shareholders) that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, or (ii) enter into, maintain or continue discussions or negotiations with, or provide any nonpublic information relating to any Group Company or the Transactions to, any person or entity in connection with, or in order to obtain, an Acquisition Proposal, or (iii) agree to, approve, adopt, endorse or recommend (or publicly propose to agree to approve, adopt, endorse or recommend) any Acquisition Proposal, or enter into any Alternative Acquisition Agreement, or consummate, any Acquisition Proposal, or (iv) authorize or permit any of the officers, directors or Representatives of any Group Company to take any action set forth in clauses (a)(i) – (a)(iii) of this Section 6.04 (in each case, other than to the extent expressly permitted pursuant to Section 6.04(b), 6.04(c) or 6.04(d)). The Company shall notify Parent as promptly as practicable (and in any event within twenty-four (24) hours after the Company has knowledge thereof), orally and in writing, of any proposal or offer, or any request for information or other inquiry or request, that could reasonably be expected to lead to an Acquisition Proposal, specifying (x) the material terms and conditions thereof (including material amendments or proposed material amendments) and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements, (y) the identity of the party making such proposal or offer or inquiry or contact, and (z) whether the Company has any intention to provide confidential information to such person. The Company shall keep Parent informed, on a reasonably current basis (and in any event within twenty-four (24) hours of the occurrence of any material changes, developments, discussions or negotiations) of the status and terms of any such proposal, offer, inquiry, contact or request and of any material changes in the status and terms of any such proposal, offer, inquiry, contact or request (including the material terms and conditions thereof) and providing, if applicable, copies of any written requests, proposals or offers, including proposed agreements. Without limiting the foregoing, the Company shall (A) promptly notify Parent orally and in writing if it determines to initiate actions concerning a proposal, offer, inquiry, contact or request, in each case as permitted by this Section 6.04, and (B) provide Parent with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of the Company Board or members of the Special Committee) of any meeting of the Company Board or Special Committee at which the Company Board or Special Committee, as applicable, may consider any Acquisition Proposal. The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal. The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Third Party which prohibits the Company from providing such information to Parent, or release any Third Party from, or waive any provision of, any confidentiality or standstill agreement in connection with an Acquisition Proposal, other than as expressed permitted under this Section 6.04.

(b) Subject to compliance with the other provisions of this Section 6.04, prior to obtaining the Requisite Company Vote, the Company Board may directly or indirectly through the Company’s Representatives (i) contact any Third Party that has made an unsolicited, written, bona fide proposal or offer regarding an Acquisition Proposal that was not initiated or solicited in breach of Section 6.04(a) solely in order to clarify the terms and conditions thereof so as to assess whether such proposal or offer constitutes or is reasonably expected to result in a Superior Proposal, and (ii) furnish information to, and enter into discussions with, such Third Party to the extent the Special Committee has (A) determined in good faith (after consultation with a financial advisor who shall be an independent internationally recognized investment banking firm and outside legal counsel) that such proposal or offer constitutes or is reasonably likely to result in a Superior Proposal, and that, in light of such Superior Proposal, failure to furnish such information to or enter into discussions with such Third Party would be inconsistent with the directors’ fiduciary duties under applicable Law, and (B) obtained from such person an executed confidentiality agreement on terms no less favorable to the Company in the aggregate than those contained in the Confidentiality Agreements (it being understood that such confidentiality agreement and any related agreements shall not include any provision for any exclusive right to negotiate with such party or having the effect of prohibiting the Company from satisfying its obligations under this Agreement and shall otherwise be on no less favorable terms to the Company than the Confidentiality Agreements); provided that the Company shall provide written notice to Parent at least two (2) Business Days prior to taking any action set forth in clauses (b)(i) or (b)(ii) of this Section 6.04 and shall concurrently make available to Parent any information concerning any Group Company that is provided to any such person and that was not previously made available to Parent or its Representatives.

(c) Except as set forth in Section 6.04(d) (and, for the avoidance of doubt, the proviso to this Section 6.04(c)), neither the Company Board nor any committee thereof shall (i) (A) withhold, withdraw, qualify, amend or modify in a manner adverse to Holdco, Parent or Merger Sub, or propose (publicly or otherwise) to withhold, withdraw, qualify, amend or modify in a manner adverse to Holdco, Parent or Merger Sub, the Company Recommendation, (B) take any action or make any other public statement in connection with the Shareholders’ Meeting inconsistent with the Company Recommendation, (C) if a tender offer or exchange offer that constitutes an Acquisition Proposal is commenced, fail to recommend against acceptance of such tender offer or exchange offer by its shareholders within ten (10) Business Days after commencement (any of such actions described in the foregoing clauses (A), (B) or (C), a “Change in the Company Recommendation”) or (D) adopt, approve, endorse or recommend, or propose (publicly or otherwise) to adopt, approve, endorse or recommend any Acquisition Proposal, provided that a “stop, look and listen” communication by the Company Board or the Special Committee pursuant to Rule 14d-9(f) of the Exchange Act, or any substantially similar communication with respect to an Acquisition Proposal, which did not result from any breach of this Section 6.04 shall not be deemed to be a Change in the Company Recommendation, nor (ii) cause or permit the Company or any of its Subsidiaries to enter into any Alternative Acquisition Agreement.

(d) Notwithstanding the foregoing but subject to compliance by the Company and the Company Board with this Section 6.04, from the date of this Agreement and at any time prior to the receipt of the Requisite Company Vote, the Company Board (upon the unanimous recommendation of the Special Committee) may (x) in response to an Intervening Event, effect a Change in the Company Recommendation and authorize the Company to terminate this Agreement or (y) if the Company has received an unsolicited, bona fide written Acquisition Proposal and the Special Committee determines, in its good faith judgment, upon advice by a financial advisor who shall be an internationally recognized investment banking firm and outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal, effect a Change in the Company Recommendation with respect to such Superior Proposal and authorize the Company to terminate this Agreement to enter into any letter of intent, Contract, commitment or obligation with respect to such Superior Proposal, but only if:

(1) the Company shall have complied with its obligations under this Section 6.04;

(2) (A) with respect to a Change in the Company Recommendation in response to an Intervening Event, the Company Board (upon the unanimous recommendation of the Special Committee, after consultation with its financial advisor who shall be an internationally recognized investment banking firm and outside legal counsel) determines in good faith that failure to do so would be inconsistent with its fiduciary duties under applicable Laws, or (B) with respect to a Change in the Company Recommendation or a termination of this Agreement to enter into an Alternative Acquisition Agreement with respect to a bona fide written Acquisition Proposal that did not result from a breach of this Section 6.04, the Company Board (upon the unanimous recommendation of the Special Committee, after consultation with its internationally recognized investment banking firm and outside legal counsel) determines in good faith that (x) failure to take such action would be inconsistent with its fiduciary duties under applicable Laws, (y) such Acquisition Proposal constitutes a Superior Proposal;

(3) prior to effecting a Change in the Company Recommendation in connection with, or a termination of this Agreement as a result of, an Intervening Event in accordance with Section 6.04(d)(x), or a Change in the Company Recommendation in connection with, or a termination of this Agreement to enter into an Alternative Acquisition Agreement with respect to, a bona fide written Acquisition Proposal in accordance with Section 6.04(d)(y), the Company shall have complied with the requirements of this Section 6.04 and shall (x) provide at least five (5) days’ prior written notice to Parent (the “Notice Period”) advising Parent (A) of the specific material circumstances of such Intervening Event or (B) that the Company Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, providing a copy of any written documentation with respect to such Superior Proposal and identifying the person making such Superior Proposal and indicating that the Company Board intends to effect a Change in the Company Recommendation and the manner in which it intends (or may intend) to do so, it being understood that such notice or any amendment or update thereto or the determination to so deliver such notice shall not constitute a Change in the Company Recommendation, and (y) permit Parent and its Representatives to make a presentation to the Company Board and the Special Committee regarding this Agreement and any proposed modifications or adjustments with respect thereto (to the extent Parent desires to make such presentation) and negotiate with and cause its financial and legal advisors to negotiate with Parent and its Representatives in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Proposal would cease to constitute a Superior Proposal or so that a failure to effect a Change in the Company Recommendation would no longer be inconsistent with the directors’ fiduciary duties under applicable Law, as applicable, and consider in good faith any modifications or adjustments regarding this Agreement proposed by Parent; provided that any material modifications to such Acquisition Proposal that the Special Committee previously determined to be a Superior Proposal shall be deemed a new Acquisition Proposal and the Company shall be required to again comply with the requirements of this Section 6.04(d); and

(4) following the end of the Notice Period (and any renewed period thereof), the Special Committee shall have unanimously determined in good faith (after consultation with a financial advisor who shall be an internationally recognized investment banking firm and outside legal counsel, as applicable) after considering the terms of any modifications or adjustments to this Agreement proposed by Parent, that (x) with respect to a Change in the Company Recommendation in accordance with Section 6.04(d)(x) or Section 6.04(d)(y), failure to effect a Change in the Company Recommendation would be inconsistent with the directors’ fiduciary duties under applicable Laws, and shall have communicated its unanimous recommendation to the Company Board to effect a Change in the Company Recommendation with respect to such Intervening Event or such Superior Proposal and (y) with respect to a Change in the Company Recommendation in connection with, or a termination of this Agreement to enter into an Alternative Acquisition with respect to a bona fide written Acquisition Proposal in accordance with Section 6.04(d)(y), such Acquisition Proposal continues to constitute a Superior Proposal.

(e) Nothing contained in this Section 6.04 shall be deemed to prohibit the Company or the Company Board (or the Special Committee) from complying with its disclosure obligations under applicable Laws, including U.S. federal Law, with regard to an Acquisition Proposal, including taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act (or any similar communication to shareholders); provided that any such disclosure (other than a statement that the Company Board or the Special Committee has received and is currently evaluating such Acquisition Proposal and/or describing the operation of this Agreement with respect thereto, or a “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be a Change in the Company Recommendation unless the Company Board expressly publicly reaffirms the Company Recommendation within two (2) Business Days following any request by Parent.

SECTION 6.05 Directors’ and Officers’ Indemnification and Insurance. (a) The memorandum and articles of association of the Surviving Company shall contain provisions no less favorable with respect to exculpation and indemnification than are set forth in the memorandum and articles of association of the Company in effect as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors or officers of the Company, unless such modification shall be required by Law.

(b) The Surviving Company shall maintain in effect for six (6) years from the Effective Time, the current directors’ and officers’ liability insurance policies maintained by the Company as of the date hereof with respect to matters occurring prior to the Effective Time, including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions (the parties covered thereby, the “Indemnified Parties”); provided, however, that the Surviving Company may substitute therefor policies of at least the same coverage containing terms and conditions that are no less favorable, and provided, further, that in no event shall the Surviving Company be required to expend pursuant to this Section 6.05(b) more than an amount per year equal to 300% of current annual premiums paid by the Company for such insurance. In addition, the Company may and, at Parent’s request, the Company shall, purchase a six (6)-year “tail” prepaid policy prior to the Effective Time on terms and conditions no less advantageous to the Indemnified Parties than the existing directors’ and officers’ liability insurance maintained by the Company. If such “tail” prepaid policies have been obtained by the Company prior to the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, maintain such policies in full force and effect, and continue to honor the respective obligations thereunder, and all other obligations of Parent or Surviving Company under this Section 6.05(b) shall terminate.

(c) Subject to the terms and conditions of this Section 6.05, from and after the Effective Time, the Surviving Company shall comply with all of the Company’s obligations, and shall cause its Subsidiaries to comply with their respective obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) the present and former officers and directors thereof against any and all costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with (i) the fact that such person is or was a director or officer of the Company or such Subsidiary or (ii) any acts or omissions occurring or alleged to have occurred prior to or at the Effective Time, to the extent provided under the Company’s or such Subsidiaries’ respective organizational and governing documents or agreements in effect on the date hereof (true and complete copies of which shall have been delivered to Parent prior to the date hereof) and to the fullest extent permitted by the CICL or any other applicable Law, including the approval of this Agreement, the Merger or the other Transactions or arising out of or pertaining to the Transactions and actions to enforce this provision or any other indemnification or advancement right of any such person; provided that this Section 6.05(c) is not intended to confer any new or additional rights on any such person, and the indemnification and other obligations of the Company set forth above shall be subject to any limitation imposed from time to time under applicable Law and the Company’s and its Subsidiaries’ respective organizational and governing documents in effect as of the date hereof.

(d) In the event the Surviving Company or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Company or at Parent’s option, Parent, shall assume the obligations set forth in this Section 6.05.

(e) The provisions of this Section 6.05 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their heirs and legal representatives, each of which shall be a third-party beneficiary of the provisions of this Section 6.05.

(f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries or their respective officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 6.05 is not prior to or in substitution for any such claims under any such policies.

SECTION 6.06 Notification of Certain Matters. Each of the Company and Parent shall promptly notify the other in writing of:

(a) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Transactions;

(b) any notice or other communication from any Governmental Authority in connection with the Transactions;

(c) any Actions commenced or, to the knowledge of the Company or the knowledge of Parent, threatened against the Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed by such party pursuant to any of such party’s representations and warranties contained herein, or that relate to such party’s ability to consummate the Transactions; and

(d) if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of such party set forth in this Agreement shall have occurred that would cause the conditions set forth in Sections 7.01, 7.02 and 7.03 not to be satisfied;

together, in each case, with a copy of any such notice, communication or Action; provided, that the delivery of any notice pursuant to this Section 6.06 shall not (A) cure any breach of, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 6.06 shall not constitute a failure of a condition set forth in Article VII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

SECTION 6.07 Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall as promptly as practicable make its respective filings, and thereafter make any other required submissions, with respect to the Transactions with or to each Governmental Authority with jurisdiction over enforcement of the antitrust or competition Laws, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith. In addition, each of the parties hereto shall (i) notify the other parties as promptly as practicable of any communication (whether oral or written) it or any of its affiliates receives from any Governmental Authority in connection with the Transactions, (ii) permit the other parties to review in advance, and consult with the other parties on (and obtain the prior written consent of Parent with respect to), any proposed filing, submission or communication (whether oral or written) by such party with or to any Governmental Authority in connection with the Transactions, and (iii) to the extent permitted by such Governmental Authority, give the other parties the opportunity to attend and participate at (and obtain the prior written consent of Parent with respect to agreeing to or scheduling) any meeting or conference with any Governmental Authority in connection with the Transactions.

(b) Each party hereto shall, upon request by any other party, furnish such other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3, or any other statement, filing, notice or application made by or on behalf of Holdco, Parent, Merger Sub, the Company or any of their respective affiliates to any Governmental Authority in connection with the Merger and the Transactions.

(c) Subject to the other provisions of this Section 6.07, each party hereto shall use its reasonable best efforts to do and perform, or cause to be done and performed, all such further acts and things as may be necessary or desirable in order to consummate the Transactions, including, without limitation, employing such resources and taking all steps as are necessary to obtain the Requisite Regulatory Approvals; provided, that none of the Company, Parent, Merger Sub or any of their respective affiliates shall be required to hold separate, restructure, reorganize, sell, divest, dispose of, or otherwise take or commit to any action that limits its freedom of action with respect to, or its ability to retain, any of its businesses, services or assets. The parties agree to cooperate in good faith to determine and direct the strategy and process by which the parties will seek the Requisite Regulatory Approvals. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. Parent and the Merger Sub shall prepare and make all filings and submit all written materials, to the relevant PRC Governmental Entities, in each case, as promptly as practicable after the date of this Agreement and as may be reasonably necessary, proper or advisable for the obtaining of each of the Parent Requisite Regulatory Approvals.

SECTION 6.08 Participation in Litigation. Prior to the Effective Time, (a) each of Parent and the Company shall give prompt notice to the other of any Actions by shareholders of the Company commenced or, to the knowledge of Parent or the Company, as the case may be, threatened, against the Company and/or its directors which relate to this Agreement or the Transactions, and (b) the Company shall give Parent the opportunity to participate in and direct the defense or settlement of any such shareholder Action against the Company and/or its directors relating to this Agreement or the Transactions, and, no such Action shall be settled or compromised, and the Company shall not take any action to adversely affect or prejudice any such Action, without Parent’s prior written consent.

SECTION 6.09 Resignations. To the extent requested by Parent in writing at least three (3) Business Days prior to Closing, on the Closing Date, the Company shall use reasonable best efforts to cause to be delivered to Parent duly signed resignations, which shall include a waiver of any claims against the Group Companies in respect of such resignations, effective as of the Effective Time, of the directors of any Group Company designated by Parent.

SECTION 6.10 Public Announcements. Except as may be required by applicable Law, the press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Thereafter, Parent and the Company shall consult with each other before issuing any press release, having any communication with the press (whether or not for attribution), making any other public statement or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the Transactions and shall not, without the prior written consent of the other party (such consent to not be unreasonably withheld), issue any such press release, have any such communication, make any such other public statement or schedule any such press conference or conference call prior to such consultation; provided, however, that, in the event a party is required by applicable Law to make any press release, communication, other public statement, press conference or conference call, as the case may be, such party may do so without Parent’s (if the Company is the disclosing Party) or the Company’s (if Parent or Merger Sub is the disclosing party) prior written consent provided such party (i) individually notifies Parent (if the Company is the disclosing Party) or the Company (if Parent or Merger Sub is the disclosing party), in each case, in writing, of such press release, communication, other public statement, press conference or conference call to the extent legally permissible, (ii) only discloses information in respect of this Agreement and the Transactions to the extent required by applicable Law, upon the advice of outside counsel, and (iii) incorporates all reasonable comments of Parent (if the Company is the disclosing party) or the Company (if Parent or Merger Sub is the disclosing party), to the extent legally permissible. Notwithstanding the foregoing, the restrictions set forth in this Section 6.10 shall not apply to any release or announcement with respect to a Change in the Company Recommendation made or proposed to be made by the Company pursuant to and in accordance with Section 6.04(d).

SECTION 6.11 Stock Exchange Delisting. Prior to the Effective Time, the Company shall cooperate with Parent and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of NYSE to enable the delisting by the Surviving Company from NYSE and the deregistration of the Ordinary Shares under the Exchange Act as promptly as practicable after the Effective Time.

SECTION 6.12 Takeover Statutes. If any Takeover Statute is or may become applicable to any of the Transactions, the parties shall use their respective reasonable best efforts (a) to take all action necessary so that no Takeover Statute is or becomes applicable to any of the Transactions and (b) if any such Takeover Statute is or becomes applicable to any of the foregoing, to take all action necessary (including, in the case of the Company and the Company Board, grant all necessary approvals) so that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement, including all actions to eliminate or lawfully minimize the effects of such Takeover Statute on the Merger and the other Transactions.

SECTION 6.13 SAFE Registration. The Company shall as soon as practicable after the date hereof, (a) assist in the preparation of applications to SAFE by management members of the Company who are PRC residents for the registration of their respective holdings of Ordinary Shares (whether directly or indirectly) in accordance with the requirements of the SAFE Rules and Regulations (or any successor PRC Law), including by promptly providing such management members with such information relating to any Group Company as is required for such application, and (b) cause its Onshore Subsidiaries (to the extent applicable) to comply with the requirements of the SAFE Rules and Regulations (or any successor PRC Law), including without limitation the required filings with SAFE in respect of the termination of the Share Incentive Plan, as applicable, at the Effective Time.

SECTION 6.14 Financing.

(a) Each of Holdco, Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Financing Commitments, including by (i) maintaining in effect the Financing Commitments, (ii) satisfying on a timely basis all conditions applicable to Holdco, Parent and Merger Sub in the Financing Commitments that are within their control, including without limitation paying when due all commitment fees and other fees arising under the Financing Commitments as and when they become due and payable thereunder, and (iii) consummating the financing contemplated by the Financing Commitments at or prior to the Effective Time. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter, (x) Holdco, Parent and Merger Sub shall promptly notify the Company and (y) Holdco, Parent and Merger Sub shall use their reasonable best efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions with terms and conditions that are not less favorable in any material respect (as determined by Parent) than the terms and conditions set forth in the Debt Commitment Letter as promptly as practicable following the occurrence of such event (the “Alternative Financing”). If any Parent Party becomes aware of the existence of any fact or event that would reasonably be expected to cause the Debt Financing to become unavailable on the terms and conditions contemplated by the Debt Commitment Letter, Holdco, Parent and Merger Sub shall use their reasonable best efforts to either cure or eliminate such fact or event, or to arrange and obtain the Alternative Financing. The Parent Parties shall promptly provide a true and complete copy of each alternative financing agreement (together with a redacted copy of any related fee letter) to the Company.

(b) None of Holdco, Parent nor Merger Sub shall amend, alter or waive, or agree to amend, alter or waive, any term of the Financing Commitments without the prior written consent of the Company Board if such amendments, alterations or waivers would (i) reduce the aggregate amount of the Debt Financing, or (ii) impose new or additional conditions that would reasonably be expected to prevent or materially delay the ability of Holdco, Parent or Merger Sub to consummate the Merger; provided, that notwithstanding any other provision of this Agreement, Holdco, Parent and Merger Sub shall be entitled from time to time to (x) amend, restate, supplement, replace, substitute or otherwise modify, or waive any of its rights under, the Financing Commitments and/or replace or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, subject to clauses (i) and (ii) above, and (y) amend, restate, supplement, replace, substitute or otherwise modify the Debt Commitment Letter for the purposes of adding agents, co-agents, lenders, managers, co-managers, arrangers, bookrunners or other Persons that have not executed the Debt Commitment Letter as of the date hereof so long as such amendment, restatement, supplement, replacement substitution or modification is otherwise in compliance with this Section 6.14(b). The Parent Parties shall promptly notify the Company of (i) the expiration or termination of any Financing Commitment, (ii) any breach of any material provisions of any of the Financing Commitments by any party thereto or (iii) any refusal by the parties to the Financing Commitments to provide the full financing contemplated by the Financing Commitments.

(c) Holdco, Parent and Merger Sub acknowledge and agree that the obtaining of the Financing (including any Alternative Financing) is not a condition to the Closing, and reaffirms its obligation to consummate the Merger and the other transactions contemplated hereby, irrespective and independent of the availability of the Financing, subject to the applicable conditions set forth in Article VII and the requirements of Section 1.02.

(d) Prior to the Effective Time, the Company agrees to use reasonable best efforts to provide, and shall cause each Subsidiary of the Company and each of their respective officers, employees and representatives to use reasonable best efforts to provide, to Holdco, Parent and Merger Sub (at Parent’s sole cost and expense), all reasonable cooperation as may be reasonably requested by the Parent Parties or their Representatives in connection with the Debt Financing and any Alternative Financing, including, without limitation, (i) participating in a reasonable number of meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the Company with representatives of the Parent Parties and their Debt Financing and/or Alternative Financing sources, (ii) assisting in the preparation of offering memoranda, private placement memoranda, bank information memoranda (including a public side version which does not contain non-publicly available information), prospectuses, rating agency presentations and similar documents reasonably requested by the Parent Parties or their Representatives in connection with the Debt Financing and/or Alternative Financing (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and/or Alternative Financing and delivery of one or more customary representation letters), (iii) promptly furnishing the Parent Parties and their Debt Financing and/or Alternative Financing sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by the Parent Parties and their Debt Financing and/or Alternative Financing sources, including, without limitation, all financial statements and financial and non-financial information regarding the Company and its Subsidiaries as may be reasonably requested by the Parent Parties and of the type and form customary for the placement, arrangement and/or syndication of loans or distribution of debt contemplated by (or otherwise required as a condition to funding under) the Debt Commitment Letter (the information required to be delivered in this clause (iii), the “Required Information”), (iv) cooperating with advisors, consultants and accountants of the Parent Parties or their Debt Financing sources with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any Subsidiary of the Company, including for the purpose of establishing collateral eligibility and values, (v) using reasonable best efforts to obtain accountants’ comfort letters and legal opinions as may be reasonably requested by the Parent Parties, (vi) executing and delivering any pledge and security documents, commitment letters, underwriting or placement agreements or other definitive financing documents conditioned upon Closing, or other ancillary documentation including certificates, legal opinions or documents as may be reasonably requested by the Parent Parties or their Representatives (including a certificate of the chief financial officer of the Company or any borrower Subsidiary of the Company with respect to solvency matters) or otherwise facilitate the pledging of collateral, the delivery of pay-off letters and other cooperation in connection with the pay-off of existing Indebtedness and release of all related Liens, (vii) taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Debt Financing and/or any Alternative Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (B) establishing bank and other accounts (including escrow accounts), blocked account agreements and lock box arrangements in connection with the foregoing, provided that such accounts, agreements and arrangements shall not become active or take effect until the Effective Time, (viii) entering into one or more credit or other agreements on terms satisfactory to the Parent Parties in connection with the Debt Financing and/or any Alternative Financing immediately prior to the Effective Time, provided that such agreements and arrangements shall not become active or take effect until the Effective Time, (ix) furnishing Holdco, Parent, Merger Sub and its Representatives promptly with all documentation and other information required with respect to the Debt Financing and/or any Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations and (x) furnishing Holdco, Parent, Merger Sub and its Representatives promptly upon its request with a list of contractual arrangements existing as of a date specified by Holdco, Parent, Merger Sub or its Representative pursuant to which the Company has an obligation to sell, lease, license, surrender, transfer, lend or otherwise dispose of such assets, in reasonable details and furnishing Holdco, Parent, Merger Sub and its Representatives such supporting documents requested thereby.

(e) The Company will take all corporate actions reasonably necessary to permit the consummation of the Debt Financing and/or any Alternative Financing, including without limitations the execution and delivery of any other certificates, instruments or documents, and to permit the proceeds thereof, together with cash at the Company and its Subsidiaries, to be made available to the Company on the Closing Date to consummate the Merger. The Company shall promptly notify Parent if any information furnished by the Company or any of its Subsidiaries pursuant to this Section 6.14(c) is or becomes inaccurate, incomplete or misleading in any material respect. Neither the Company nor any of its Subsidiaries shall be required to pay any commitment fee or similar fee or incur any liability with respect to the Debt Financing or any Alternative Financing prior to the Closing. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing and/or any Alternative Financing. Parent shall, promptly upon request by the Company, reimburse (or cause the applicable borrowers to reimburse) the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.14(d) and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities or losses suffered or incurred by any of them in connection with the arrangement of the Debt Financing or Alternative Financing and any information used in connection therewith (except with respect to any information provided by or on behalf of the Company or any of its Subsidiaries), except in the event such liabilities or losses arose out of or result from the willful misconduct of the Company, its Subsidiaries or any of their respective Representatives.

(f) Nothing in this Section 6.14 or any other provision of this Agreement shall require, and in no event shall the “reasonable best efforts” of Holdco, Parent or Merger Sub be deemed or construed to require, Holdco, Parent or Merger Sub to (i) seek the Equity Financing from a source other than the Sponsors or in any amount in excess of that contemplated by the Equity Commitment Letter, (ii) waive any term or condition of this Agreement, or (iii) commence any legal action or proceeding against any financing source.

ARTICLE VII

CONDITIONS TO THE MERGER

SECTION 7.01 Conditions to the Obligations of Each Party. The obligations of the Company, Holdco, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following conditions:

(a) Shareholder Approval. The Requisite Company Vote shall have been obtained in accordance with the CICL and the Company’s memorandum and articles of association.

(b) No Injunction. No Governmental Authority of competent jurisdiction shall have issued any injunction, restraining order or judgment which is then in effect that prohibits the consummation of the Transactions.

(c) Regulatory Approvals. (i) All Requisite Regulatory Approvals shall have been obtained and be in full force and effect; and (ii) all other regulatory approvals shall have been obtained and be in full force and effect, except where the failure to obtain such other regulatory approvals would not, individually or in the aggregate, (A) have a Company Material Adverse Effect or (B) prevent the consummation of any of the Transactions.

SECTION 7.02 Conditions to the Obligations of Holdco, Parent and Merger Sub. The obligations of Holdco, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

(a) Representations and Warranties. (i) Other than the representations and warranties of the Company contained in Sections 3.03(a) (Capitalization), 3.04 (Authority Relative to this Agreement; Fairness), 3.05(a)(i) (No Conflict; Required Filings and Consents) and 3.21 (Brokers), the representations and warranties of the Company contained in this Agreement (disregarding for this purpose any limitation or qualification by “materiality” or “Company Material Adverse Effect” or any words of similar import set forth therein) shall be true and correct in all respects as of the date hereof and as of the Closing, as though made on and as of such date and time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except to the extent such failures to be true and correct, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; and (ii) the representations and warranties set forth in Sections 3.03(a), 3.04, 3.05(a)(i) and 3.21 shall be true and correct in all respects as of the date hereof and as of the Closing, as though made on and as of such date and time (except to the extent expressly made as of an earlier date, in which case as of such earlier date).

(b) Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing.

(c) Officer Certificate. The Company shall have delivered to Parent a certificate, dated the Closing Date, signed by a senior executive officer of the Company, certifying as to the satisfaction of the conditions specified in Sections 7.02(a), 7.02(b) and 7.02(d).

(d) Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and be continuing a Company Material Adverse Effect.

(e) Dissenting Shareholders. The holders of no more than fifteen percent (15%) of the Ordinary Shares shall have validly served a notice of dissent under Section 238(2) of the CICL.

SECTION 7.03 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of Holdco, Parent and Merger Sub contained in this Agreement (disregarding for this purpose any limitation or qualification by “materiality”) shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of such date and time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except to the extent such failures to be true and correct, would not, individually or in the aggregate, reasonably be expected to prevent the consummation of any of the Transactions.

(b) Agreements and Covenants. Holdco, Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing.

(c) Officer Certificate. Holdco, Parent and Merger Sub shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive officer of each of Holdco, Parent and Merger Sub, certifying as to the satisfaction of the conditions specified in Sections 7.03(a) and 7.03(b).

SECTION 7.04 Frustration of Closing Conditions. Prior to the Termination Date, none of the Company, Holdco, Parent or Merger Sub may rely on the failure of any condition set forth in Article VII to be satisfied if such failure was caused by such party’s failure to act in good faith to comply with this Agreement and consummate the Transactions.

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

SECTION 8.01 Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time (provided that, in the case of the Company, any such action must be authorized by a unanimous recommendation of the Special Committee), as follows:

(a) by mutual written consent of Parent and the Company;

(b) by either Parent or the Company, if:

(i) the Effective Time shall not have occurred on or before February 2, 2017 (such date as may be extended in accordance with this Section 8.01(b)(i), the “Termination Date”), provided that the right to terminate this Agreement pursuant to this Section 8.01(b)(i) shall not be available to any party if the circumstances described in this Section 8.01(b)(i) are primarily caused by such party’s failure to comply with its obligations under this Agreement;

(ii) an Injunction shall have been issued; provided that the right to terminate this Agreement pursuant to this Section 8.01(b)(ii) shall not be available to any party if the circumstances described in this Section 8.01(b)(ii) were primarily caused by such party’s failure to comply with its obligations under this Agreement; or

(iii) if the Requisite Company Vote is not obtained at the Shareholders’ Meeting or any adjournment thereof at which this Agreement has been voted upon;

(i) if there shall have been a breach of any representation, warranty, covenant or agreement on the part of Holdco, Parent and Merger Sub set forth in this Agreement, or if any representation or warranty of Holdco, Parent and Merger Sub shall have become untrue, in either case such that the conditions set forth in Section 7.03(a) or Section 7.03(b) would not be satisfied; provided, however, that, the Company shall not have the right to terminate this Agreement pursuant to this Section 8.01(c) if the Company is then in material breach of any of its representations, warranties, covenants or other agreements hereunder;

(ii) if (A) all conditions to closing contained in Section 7.01 and Section 7.02 have been satisfied (other than those conditions that by their nature are to be satisfied at Closing, but subject to their satisfaction or waiver by the party having the benefit thereof) and Parent and Merger Sub have not received the proceeds of the Debt Financing, the Equity Financing or the Alternative Financing, as the case may be (other than as a result of the failure of the Company to timely satisfy its obligations under Section 6.14 on or prior to the Closing Date) and fail to complete the Closing by the date on which the Closing should have occurred pursuant to Section 1.02, and (B) the Company has irrevocably confirmed by written notice to Parent that (x) all conditions set forth in Section 7.03 have been satisfied (other than those conditions that by their nature are to be satisfied at Closing, but subject to their satisfaction or waiver by the party having the benefit thereof) or that the Company is willing to waive any unsatisfied conditions in Section 7.03 and (y) the Company stands ready, willing and able to consummate the Transactions; or

(iii) prior to obtaining the Requisite Company Vote, if (A) the Company Board, acting upon the unanimous recommendation of the Special Committee, has authorized the Company to enter into a definitive acquisition agreement with respect to such Superior Proposal and terminate this Agreement pursuant to and in accordance with Section 6.04(d), (B) immediately prior to, concurrently with or immediately following such termination of this Agreement, the Company enters into such definitive acquisition agreement with respect to such Superior Proposal and (C) immediately prior to or concurrently with such termination of this Agreement, the Company pays to Parent the Company Termination Fee required pursuant to Section 8.03(a); provided that the Company shall not be permitted to terminate this Agreement pursuant to this Section unless the Company has complied with Section 6.04;

(iv) prior to obtaining the Requisite Company Vote, if (A) the Company Board, acting upon the unanimous recommendation of the Special Committee, has authorized the Company to terminate this Agreement as a result of an Intervening Event pursuant to and in accordance with Section 6.04(d) and (B) immediately prior to or concurrently with such termination of this Agreement, the Company pays to Parent the Company Termination Fee required pursuant to Section 8.03(a); provided that the Company shall not be permitted to terminate this Agreement pursuant to this Section unless the Company has complied with Section 6.04; or

(d) by Parent:

(i) if there shall have been a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Section 7.02(a) or Section 7.02(b) would not be satisfied; provided, however, that, Parent shall not have the right to terminate this Agreement pursuant to this Section 8.01(d)(i) if any of Holdco, Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; or

(ii) if (A) there shall have been a Change in the Company Recommendation, (B) the Company Board shall have adopted, approved, endorsed or recommended, or shall have proposed publicly to adopt, approve, endorse or recommend, an Acquisition Proposal, (C) the Company or any of its Subsidiaries shall have consummated any Acquisition Proposal or entered into any Alternative Acquisition Agreement, (D) the Company shall have failed to include the Company Recommendation in the Proxy Statement, or (E) a tender offer or exchange offer by a Third Party for any Ordinary Shares representing ten percent (10%) or more of the outstanding Ordinary Shares is commenced, and the Company Board fails to recommend against acceptance of such tender offer or exchange offer by its shareholders (including by taking no position with respect to the acceptance of such tender offer or exchange offer by its shareholders) within ten (10) Business Days after the public announcement of such tender offer or exchange offer.

SECTION 8.02 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any party hereto (or any Representatives of any party hereto); provided, however, that the terms of Section 6.10, this Article VIII and Article IX shall survive any termination of this Agreement.

SECTION 8.03 Fees and Expenses. Except as expressly provided in this Section 8.03, all Expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such expenses, whether or not the Transactions are consummated. “Expenses”, as used in this Agreement, shall include all reasonable out-of-pocket expenses (including, without limitation, all fees and expenses of counsel, accountants, investment bankers, experts, financing sources and consultants to a party hereto and its affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the preparation, printing and filing of the Proxy Statement and the Schedule 13E-3 and the mailing or other dissemination of the Proxy Statement, the solicitation of shareholder approvals, the filing of any required notices under applicable Law and all other matters related to the consummation of the Transactions.

(a) Company Termination Fee. The Company agrees that:

(i) if the Company shall terminate this Agreement pursuant to Section 8.01(c)(iii) or Section 8.01(c)(iv); or

(ii) if Parent shall terminate this Agreement pursuant to Section 8.01(d)(i) or Section 8.01(d)(ii); or

(iii) if (A) either Parent or the Company shall terminate this Agreement pursuant to Section 8.01(b)(i) or Section 8.01(b)(iii), (B) at or prior to the time of termination of this Agreement, a Third Party shall have publicly disclosed or communicated to the Company Board or Special Committee an Acquisition Proposal, and (C) at any time prior to the date that is twelve (12) months after the date of such termination, the Company consummates or enters into a definitive agreement with respect to an Acquisition Proposal; provided, that for purposes of this Section 8.03(a)(ii), all references to “ten percent (10%)” in the definition of “Acquisition Proposal” shall be deemed to be references to “more than fifty percent (50%)”;

then the Company shall pay or cause to be paid to Parent a fee of US$6,000,000 (six million United States dollars) (the “Company Termination Fee”), by wire transfer of same day funds to one or more accounts designated in writing by Parent, (A) in the case of clause (i) above, prior to or concurrently with, and as a condition to the effectiveness of, such termination, (B) in the case of clause (ii) above, within two (2) Business Days after such termination and (C) in the case of clause (iii) above, within two (2) Business Days after the earlier of the date on which the Company consummates or enters into a definitive agreement with respect to any Acquisition Proposal (whether or not the same as of the Acquisition Proposal which was previously disclosed or communicated prior to termination of this Agreement).

(b) Notwithstanding anything herein to the contrary, in the event that this Agreement is terminated by the Company pursuant to Section 8.01(c)(iii) in connection with an Acquisition Proposal that is received by the Company or otherwise made to the Company’s shareholders within 30 days of the date of this Agreement, then the Company Termination Fee shall mean a fee in the amount of US$3,750,000 (three million seven hundred and fifty thousand United States dollars).

(c) Parent Termination Fee. In the event that this Agreement is validly terminated (i) (A) by the Company or by Parent in accordance with Section 8.01(b)(i), (B) the Company has not breached in any material respect any of its covenants or other agreements hereunder such that the condition to Closing set forth in Section 7.01(c) would not be satisfied, and (C) all conditions to Closing (other than the condition to Closing set forth in Section 7.01(c) and other than those that by their terms are to be satisfied at the Closing) have been satisfied or waived except for the condition set forth in Section 7.01(c), or (ii) (A) by the Company or by Parent in accordance with Section 8.01(b)(ii), (B) the Company has not breached in any material respect any of its covenants or other agreements hereunder such that the closing condition set forth in Section 7.01(b) would not be satisfied, and (C) all conditions to Closing (other than the condition to Closing set forth in Section 7.01(b) and other than those that by their terms are to be satisfied at the Closing) have been satisfied or waived , or (iii) if the Company validly terminates this Agreement pursuant to Section 8.01(c)(i) or Section 8.01(c)(ii); then Parent shall pay or cause to be paid to the Company promptly (but in any event no later than five (5) Business Days after the date of such termination) a fee of US$12,000,000 (twelve million United States dollars) (the “Parent Termination Fee”), by wire transfer of same day funds to one or more accounts designated in writing by the Company. In addition, in the event that (x) this Agreement is validly terminated by either the Company or Parent in accordance with 8.01(b)(i), (y) the condition set forth in Section 7.02(e) has not been satisfied or waived by Parent on or prior to the Termination Date and (z) all other conditions to Closing (other than those that by their terms are to be satisfied at the Closing) have been satisfied or waived, Parent will pay, or cause to be paid, to the Company an amount equal to 33.3% of the Parent Termination Fee, such payment to be made promptly (but in any event no later than five (5) Business Days) following such termination.

(d) In the event that the Company shall fail to pay the Company Termination Fee, or Parent shall fail to pay the Parent Termination Fee, when due and in accordance with the requirements of this Agreement, the Company or Parent, as the case may be, shall reimburse the other party for all costs and expenses actually incurred or accrued by the other party (including, without limitation, fees and expenses of counsel) in connection with the collection under and enforcement of this Section 8.03, together with interest on such unpaid Company Termination Fee or Parent Termination Fee, as the case may be, commencing on the date that the Company Termination Fee or Parent Termination Fee, as the case may be, became due, at the prime rate established by the Wall Street Journal Table of Money Rates on such date plus 2%. Such collection expenses shall not otherwise diminish in any way the payment obligations hereunder.

(e) Each party acknowledges that (i) the agreements contained in this Section 8.03 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Company Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 8.03(a) or Section 8.03(b) are not a penalty but rather constitute amounts akin to liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this Section 8.03, the parties hereto would not have entered into this Agreement.

SECTION 8.04 Limitations on Liabilities. (a) In no event shall any party or any of such party’s affiliates be entitled to seek the remedy of specific performance of this Agreement other than as set forth in Section 9.07. For the avoidance of doubt, while the Company or Parent may pursue both a grant of specific performance as permitted by Section 9.07 and the payment of the Parent Termination Fee pursuant to Section 8.03(c) and the guarantee of such obligations pursuant to the Limited Guarantees (subject to their terms, conditions and limitations) or the Company Termination Fee pursuant to Section 8.03(a), as applicable, any amounts pursuant to Section 8.03(d) (if any), under no circumstances shall the Company or Parent be permitted or entitled to receive both such grant of specific performance and the payment of the Parent Termination Fee, in the case of the Company, or the Company Termination Fee, in the case of Parent. If Parent pays the Parent Termination Fee pursuant to Section 8.03(c), then such payment shall be the sole and exclusive remedy of the Company, its Subsidiaries, its direct and indirect holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, affiliates, members, managers, partners, assignees or successors (collectively, the “Company Related Parties”) against (i) Holdco, Parent, Merger Sub and the Guarantors, (ii) any of their respective former, current or future holders of any equity, partnership or limited liability company interest in, controlling persons, directors, officers, employees, agents, attorneys, affiliates, members, managers, partners, shareholder assignees or successors, (iii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Holdco, Parent or Merger Sub, or (iv) any holders or future holders of any equity, share, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, affiliates, members, managers, partners, stockholders, assignees or successors of any of the foregoing (all persons described in (i) to (iv), collectively, the “Parent Related Parties”) and none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, including the failure of the Merger to be consummated or for a breach or failure to perform hereunder (whether intentionally, unintentionally, knowingly, willfully or otherwise) or otherwise. For the avoidance of doubt, none of Holdco, Parent, Merger Sub or any Parent Related Party shall have any liability for monetary damages of any kind or nature or arising in any circumstance in connection with this Agreement or any of the Transactions (including the Equity Commitment Letters) other than the payment of the Parent Termination Fee pursuant to Section 8.03(c), and any amounts pursuant to Section 8.03(d) (if any), and in no event shall any of the Company, its Subsidiaries, or any other Company Related Party seek, or permit to be sought, on behalf of any Company Related Party, any monetary damages from any Parent Related Party in connection with this Agreement or any of the Transactions (including the Equity Commitment Letters), other than from Parent to the extent provided in Section 8.03(c), and any amounts pursuant to Section 8.03(d) (if any), or the Guarantors to the extent provided in the relevant Limited Guarantees, in each case without duplication. In no event shall any of the Company, the Subsidiaries or any Company Related Party be entitled to seek the remedy of specific performance of this Agreement other than as set forth in Section 9.07.

(b) Notwithstanding anything to the contrary in this Agreement, if the Company pays the Company Termination Fee pursuant to Section 8.03(a), then any such payment shall be the sole and exclusive remedy of the Parent Related Parties against the Company Related Parties and none of the members of Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement, the transactions contemplated hereby or the failure of the Merger to be consummated. Parent agrees to cause any Action (whether such Action is being prosecuted by Parent or any other member of the Parent Related Parties) pending against the Company or any member of the Company Related Parties to be dismissed with prejudice at such time as, in connection with this Agreement or any of the transactions contemplated hereby, the Company pays the Company Termination Fee pursuant to Section 8.03(a). The provisions of this Section 8.04(b) are intended to be for the benefit of, and shall be enforceable by, each member of the Company Related Parties.

SECTION 8.05 Amendment. This Agreement may be amended by the parties hereto by action taken by Parent and the Company in writing (provided that, in the case of the Company, such action must be taken or authorized by the unanimous approval of the Special Committee) at any time prior to the Effective Time; provided, however, that, after the approval of this Agreement and the Transactions by the shareholders of the Company, no amendment may be made that would reduce the amount or change the type of consideration into which each Ordinary Share (including Ordinary Shares represented by ADSs) shall be converted upon consummation of the Merger.

SECTION 8.06 Waiver. At any time prior to the Effective Time, any party hereto may (a) extend the time for the performance of any obligation or other act of any other party hereto, (b) waive any inaccuracy in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any agreement of any other party or any condition to its own obligations contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

ARTICLE IX

GENERAL PROVISIONS

SECTION 9.01 Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time, except that the agreements set forth in Articles I and II, Section 6.05, Section 6.10 and this Article IX shall survive the Effective Time.

SECTION 9.02 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.02):

if to Holdco, Parent or Merger Sub, to:

Unit 201, 2/F, Malaysia Building

50 Gloucester Road

Wanchai

Hong Kong


Attention:		Ms. Nana Wong
Facsimile:		+ (852) 2866-7997
Email:		sec@twhchiucpa.com

with a copy to (which shall not constitute notice):

Simpson Thacher & Bartlett

35/F ICBC Tower

3 Garden Road

Central, Hong Kong


Attention:		Leiming Chen, Esq.
Facsimile:		+ (852) 2869-7694
Email:		lchen@stblaw.com

if to the Company:

China Ming Yang Wind Power Group Limited

Ming Yang Industrial Park

22 Torch Road

Torch Development Zone

Zhongshan, Guangdong, China 528437

Attention: Ricky Ng

Facsimile: +86 760 28138698

email: ricky.ng@mywind.com.cn

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

1 Jianguomenwai Avenue

Beijing 100004, PRC

Attention: Peter X. Huang, Esq.

Facsimile: +86 10 6535 5577

e-mail: peter.huang@skadden.com

SECTION 9.03 Certain Definitions and Interpretations. (a) For purposes of this Agreement:

“Acquisition Proposal” means any proposal or offer relating to any of the following (other than the Transactions): (i) any merger, reorganization, consolidation, share exchange, business combination, scheme of arrangement, amalgamation, recapitalization, liquidation, dissolution, joint venture or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute ten percent (10%) or more of the consolidated assets of the Company or to which ten percent (10%) or more of the total revenue or net income of the Company are attributable, (ii) any sale, lease, license, exchange, transfer or other disposition of assets which would result in a Third Party acquiring assets, individually or in the aggregate, constituting ten percent (10%) or more of the consolidated assets of the Company and its Subsidiaries or to which ten percent (10%) or more of the total revenue or net income of the Company and its Subsidiaries are attributable, (iii) any sale, exchange, transfer or other disposition of ten percent (10%) or more of any class of equity securities of the Company to any Third Party, (iv) any general offer, tender offer or exchange offer that, if consummated, would result in any Third Party beneficially owning ten percent (10%) or more of any class of equity securities of the Company, (v) any public solicitation of proxies in opposition to approval and adoption of this Agreement and approval of the Merger by the Company’s shareholders or (vi) any other transaction proposed in writing to the Special Committee by any Third Party the consummation of which may prevent, impede or materially delay the Transactions.

“affiliate” of a specified person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person. For the avoidance of doubt, prior to the Closing, the Company and its Subsidiaries, officers and directors are not affiliates of Holdco, Parent, Merger Sub or the Sponsors.

“Agreement” has the meaning set forth in the Preamble, which shall, for the avoidance of doubt, include all annexes and schedules hereto.

“Alternative Acquisition Agreement” means a letter of intent, agreement in principle, term sheet, merger agreement, acquisition agreement, option agreement or other contract, commitment or obligation relating to any Acquisition Proposal (other than a confidentiality agreement entered into in compliance with Section 6.04(b)).

“Applicable Anti-Bribery Law” means any anti-bribery or anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the PRC Law Criminal Law, the PRC Law on Anti-Unfair Competition adopted on September 2, 1993, the Interim Rules on Prevention of Commercial Bribery issued by the PRC State Administration of Industry and Commerce on November 15, 1996, if applicable, and all other anti-bribery and anticorruption laws to which a Group Company is subject.

“beneficial owner”, “beneficially owned” or “beneficially owning”, with respect to any Ordinary Shares, has the meaning ascribed to such term under Rule 13d-3(a) of the Exchange Act.

“Business Day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in the City of New York, the PRC or Hong Kong.

“Buyer Group Contract” means each of this Agreement, the Rollover Agreement, the Support Agreements, the Equity Commitment Letters, the Limited Guarantees and the Consortium Agreement.

“Chairman Parties” means Mr. Chuanwei Zhang (the “Chairman”), Ms. Ling, Wu (“Ms. Wu”), First Windy Investment Corp., a British Virgin Islands company controlled by the Chairman, and Rich Wind Energy Three Corp., a British Virgin Islands company controlled by Ms. Wu.

“Company Employee Plan” means any written plan, program, policy, Contract or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, share or share-related awards, housing funds, insurance arrangements, fringe benefits, perquisites, superannuation funds, retirement benefits, pension schemes or other employee benefits, that is or has been maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries for the benefit of any current or former employee, director, officer or independent contractor of the Company or its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has or may have any liability or obligation.

“Company Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate with all other events, circumstances, changes and effects, is or would reasonably be expected to (a) be materially adverse to the business, condition (financial or otherwise), assets, properties, liabilities or results of operations of the Group Companies, taken as a whole, or (b) prevent or materially delay the consummation of the Transactions; provided, however, that in no event shall any of the following be taken into account in determining whether there has been a “Company Material Adverse Effect” under clause (a): (A) changes after the date hereof affecting general economic conditions in the PRC or the United States; (B) changes in IFRS or applicable Laws after the date hereof; (C) changes after the date hereof generally affecting the industry in which the Company and its Subsidiaries operate; (D) changes after the date hereof affecting the financial, credit or securities markets in which the Company or any of its Subsidiaries operates, including changes in interest rates or foreign exchange rates; (E) effects resulting from the public announcement of the Transactions (other than for purposes of any representation or warranty contained in Section 3.05) or (F) natural disasters, declarations of war, acts of sabotage or terrorism or armed hostilities, in each case occurring after the date hereof; provided, further that events, circumstances, changes or effects set forth in clauses (A), (B), (C), (D) and (F) above shall be taken into account in determining whether a “Company Material Adverse Effect” has occurred or reasonably would be expected to occur if and to the extent any such events, circumstances, changes or effects, individually or in the aggregate, have a disproportionate impact on any of the Group Companies relative to the other participants in the industry or geographic markets in which the Company and its Subsidiaries conduct their businesses.

“Company Option” means each outstanding option award issued by the Company pursuant to any Share Incentive Plan that entitles the holder thereof to purchase one (1) Ordinary Share upon the vesting of such award.

“Company Restricted Share Award” means each outstanding restricted share unit issued by the Company pursuant to the Share Incentive Plan that entitles the holder thereof to be issued one (1) Ordinary Share upon the vesting of such award.

“Company Share Award” means each Company Option and each Company Restricted Share Award.

“Confidentiality Agreements” means the confidentiality agreement, dated as of January 11, 2016, between the Company and each of the Chairman Parties, the confidentiality agreement, dated as of December 15, 2015, between the Company and Guangzhou Huifu Kaile Investment (L.P.) and the confidentiality agreement, dated as of December 28, 2015, between the Company and Shanghai Dajun Guangcheng Capital Fund.

“Contract” means any note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, permit, franchise or other instrument.

“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities or the possession of voting power, as trustee or executor, by contract (including, without limitation, contractual arrangements similar to those provided by the Control Agreements) or credit arrangement or otherwise.

“Environmental Law” means any applicable local, provincial or national Laws relating to (a) the protection of health, safety or the environment or (b) the handling, use, transportation, disposal, release or threatened release of any Hazardous Substance.

“Exercise Price” means, with respect to any Company Option, the exercise price per Ordinary Share underlying such Company Option.

“Governmental Authority” means any nation or government, any agency, self-regulatory body, public, regulatory or taxing authority, instrumentality, department, commission, court, arbitrator, ministry, tribunal or board of any nation or government or political subdivision thereof, in each case, whether foreign or domestic and whether national, supranational, federal, provincial, state, regional, local or municipal.

“Governmental Entity” means (i) any national, federal, state, local or foreign government or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, (ii) any public international organization, (iii) any agency, division, bureau, department or other sector of any government, entity or organization described in the foregoing clauses (i) or (ii) of this definition, or (iii) any company, business, enterprise or other entity owned or controlled by any government, entity, organization described in the foregoing clauses (i), (ii) or (iii) of this definition.

“Governmental Official” means any employee, agent, or instrumentality of any government, including departments or agencies of a government and businesses that are wholly or partially government-owned, and any employees of such businesses; departments or agencies of public international organizations; and individuals who are members of political parties or hold positions in political parties, as well as candidates for political office.

“Group Company” means any of the Company and its Subsidiaries.

“Hazardous Substance” means any chemical, pollutant, waste or substance that is (a) listed, classified or regulated under any Environmental Law as hazardous substance, toxic substance, pollutant, contaminant or oil or (b) any petroleum product or by product, asbestos containing material, polychlorinated biphenyls or radioactive material.

“Indebtedness” means, with respect to any person, (a) all indebtedness of such person, whether or not contingent, for borrowed money, (b) all obligations of such person for the deferred purchase price of property or services, (c) all obligations of such person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such person under currency, interest rate or other swaps, and all hedging and other obligations of such person under other derivative instruments, (e) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (f) all obligations of such person as lessee under leases that have been or should be, in accordance with IFRS, recorded as capital leases, (g) all obligations, contingent or otherwise, of such person under acceptance, letter of credit or similar facilities, (h) all obligations of such person to purchase, redeem, retire, defease or otherwise acquire for value any share capital of such person or any warrants, rights or options to acquire such share capital, valued, in the case of redeemable preferred shares, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (i) all Indebtedness of others referred to in clauses (a) through (h) above guaranteed directly or indirectly in any manner by such person, and (j) all Indebtedness referred to in clauses (a) through (h) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Liens on property (including accounts and contract rights) owned by such person, even though such person has not assumed or become liable for the payment of such Indebtedness.

“Injunction” means, as of any date, any final, non-appealable judgment, restraining order or permanent injunction, which is in effect as of such date that prohibits the consummation of the Transactions and has been issued by any Governmental Authority in any jurisdiction that is material to the business of Holdco, Parent or the Company.

“Insolvent” means, with respect to any person (a) the present fair saleable value of such person’s assets is less than the amount required to pay such person’s total Indebtedness, (b) such person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (c) such person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature, or (d) such person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

“Intellectual Property” means all U.S., PRC, and other foreign intellectual property and rights therein, including (a) patents, patent applications, patent disclosures, provisionals, inventions (whether or not patentable and whether or not reduced to practice), and any reissues, continuations, continuations in part, counterparts, divisions, extensions or reexaminations thereof, and any statutory invention registrations, (b) trademarks, service marks, trade dress, logos, trade names, corporate names and other source identifiers, and registrations and applications for registration thereof, (c) copyrightable works, copyrights, moral rights, and registrations and applications for registration thereof, (d) Internet domain names, social and mobile media identifiers, (e) confidential and proprietary information, including Trade Secrets, know-how, inventions (whether or not patentable and whether or not reduced to practice), drawings, specifications, designs, techniques, technical information, algorithms, processes, methods net lists, and code modules, (f) Software, (g) all other intellectual property rights, and (h) all income, royalties, damages and payments due or payable, the right to sue and recover for past or future infringements or misappropriation thereof and any and all corresponding rights that, now or hereafter, may be secured throughout the world.

“Intervening Event” shall mean an event, occurrence or development with respect to the Company or its Subsidiaries or the business, assets or operations of the Company or its Subsidiaries that (a) is material to the Group Companies, taken as a whole, (b) occurs after the date of this Agreement and becomes known to the Company Board and the Special Committee before receipt of the Requisite Company Vote and (c) the underlying facts of which were not known to the Company Board or the Special Committee on the date of this Agreement; provided that in no event shall the receipt, existence of or terms of an Acquisition Proposal or a Superior Proposal constitute or be taken into account in determining an Intervening Event.

“IT Assets” means computers, hardware, Software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology equipment, and all associated documentation, in each case, owned by the Group Companies or licensed or leased by the Group Companies pursuant to written agreement.

“knowledge” means, with respect to the Company, the actual knowledge of Chairman Parties, Ricky Ng and Zhongmin Shen, and with respect to any other party hereto, the actual knowledge of any director of such party, in each case, after due inquiry and investigation.

“Law” means any statute, law, ordinance, code or Order;

“Liens” means any security interest, pledge, hypothecation, mortgage, lien (including environmental and Tax liens), violation, charge, lease, license, encumbrance, servient easement, adverse claim, reversion, reverter, preferential arrangement, restrictive covenant, condition or restriction of any kind, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.

“Onshore Subsidiary” means any Subsidiary incorporated within the PRC.

“Order” means any award, writ, injunction, determination, rule, regulation, judgment, decree or executive order.

“Permitted Encumbrances” means (i) Taxes, assessments and other governmental levies, fees or charges imposed which are not due and payable, or which are being contested in good faith by appropriate proceedings; (ii) mechanics’, carriers’, workmen’s and repairmen’s liens and other similar liens for labor, materials or supplies incurred in the ordinary course of business relating to obligations as to which there is no default on the part of the Company or any of its Subsidiaries or that secure a liquidated amount, that are being contested in good faith by appropriate proceedings; (iii) leases, licenses and subleases (other than capital leases and leases underlying sale and leaseback transactions); (iv) Liens imposed by applicable Law; (v) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations, in each case, in the ordinary course of business; (vi) pledges or deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case, in the ordinary course of business; (vii) easements, covenants and rights of way (unrecorded and of record) and other similar restrictions of record, and zoning, building and other similar restrictions, in each case, that do not adversely affect in any material respect the current use of the applicable property owned, leased, used or held for use by the Company or any of its Subsidiaries; (viii) Liens that are disclosed in the Company SEC Reports filed or furnished prior to the date hereof; (ix) Liens securing Indebtedness or liabilities that (A) are reflected in the Company SEC Reports filed or furnished prior to the date hereof or (B) have otherwise been disclosed to Parent; (x) zoning, building codes and other land use Laws regulating the use or occupancy of such real property or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such real property which are not violated by the current use or occupancy of such real property or the operation of the business thereon; and (xi) any other Liens that do not secure a liquidated amount, that have been incurred or suffered in the ordinary course of business and that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

“person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including, without limitation, a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“Representatives” means, with respect to any party, such party’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents and other representatives.

“Rollover Agreements” means the rollover agreements, dated as of the date hereof, between Holdco, Parent and each of the Rollover Securityholders.

“Rollover Securityholders” means the Chairman Parties and the other shareholders party to the Rollover Agreement.

“SAFE Circular 7” means the SAFE Circular on Certain Issues on Foreign Exchange Registration on Domestic Individuals Participation in Equity Incentive Plan of Foreign Listed Companies issued by SAFE on March 16, 2012.

“SAFE Circular 37” means the Notice on Relevant Issues Concerning Foreign Exchange Control of Domestic Residents’ Overseas Investment and Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles issued by SAFE on July 4, 2014, and any implementation, successor rule or regulation related thereto under the PRC law.

“SAFE Circular 75” means the Notice Regarding Certain Administrative Measures on Financing and Inbound Investments by PRC Residents Through Offshore Special Purpose Vehicles issued by SAFE on October 21, 2005 and which became effective as of November 1, 2005, and any implementation, successor rule or regulation related thereto under the PRC law.

“Share Incentive Plan” means the Company’s 2010 Equity Incentive Plan (as amended on September 1, 2013).

“Social Security Benefits” means any social insurance, pension insurance benefits, medical insurance benefits, work-related injury insurance benefits, maternity insurance benefits, unemployment insurance benefits and public housing reserve fund benefits or similar benefits, in each case as required by any applicable Law or contractual arrangements.

“Software” means any and all (i) computer programs and software code, including any and all software implementations of algorithms, applications, application programming interfaces, architecture, utilities, models and methodologies, whether in object code, interpreted code or source code, (ii) databases and compilations, including any and all data and collections of data (including geospatial or mobile related data and rights thereto), whether machine readable or otherwise, and (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, including any and all screens, user interfaces, report formats, firmware, middleware, software applications, development tools, templates, menus, diagnostics, files, records, schematics, verilog files, netlists, emulation and simulation reports, test vectors, buttons and icons.

“Sponsors” means Shanghai Dajun Guangcheng Capital Fund and Guangzhou Huifu Kaile Investment (L.P.).

“Subsidiary” of any person means any legal entity (i) of which such person or any other Subsidiary of such person is a general or managing partner, (ii) the outstanding voting securities or interests of which, having by their terms ordinary voting power to elect a majority of the board of directors or other body performing similar functions with respect to such corporation or other organization, are directly or indirectly owned or controlled by such person or by any one or more of its Subsidiaries or (iii) of which such person controls through contractual arrangements.

“Superior Proposal” means any unsolicited bona fide written Acquisition Proposal (each reference to “ten percent (10%) or more” in the definition of “Acquisition Proposal” shall be replaced with “more than fifty percent (50%)”) on terms that the Special Committee shall have determined in good faith (after receiving the advice of its financial advisor who shall be an internationally recognized investment banking firm and outside legal counsel) (i) would be reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial, regulatory, timing and other aspects of the proposal (including conditionality) and the person making the proposal and (ii) if consummated, would result in a transaction more favorable to the holders of the Ordinary Shares and holders of ADSs (other than holders of the Rollover Securities) from a financial point of view than the Merger, after giving effect to all adjustments to the terms thereof which may be offered by Parent in writing (including pursuant to Section 6.04(d)); provided, however, that any such offer shall not be deemed to be a “Superior Proposal” if (A) the offer is subject to the conduct of any due diligence review or investigation of the Company or any of its Subsidiaries by the party making the offer, (B) the consummation of the transactions contemplated by such offer is conditioned upon receipt of financing or (C) the consummation of the transactions contemplated by such offer is conditioned upon obtaining any consent or approval of a Governmental Authority or other third party that is not required pursuant to this Agreement as a condition to the closing of the Merger (after giving effect to all modifications or adjustments to the terms thereof which may be offered by Parent in writing (including pursuant to Section 6.04(d)).

“Taxes” means any and all taxes of any kind or any other similar charges (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority, including, without limitation: taxes or other charges on or with respect to income, franchise, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, environmental, employment (including withholding obligations imposed on employer/payer), social security, workers’ compensation, unemployment compensation or net worth, excise, withholding, alternative or add-on minimum, ad valorem, stamp, transfer, value-added or gains taxes, license, registration and documentation fees, customers’ duties, tariffs and other like assessment or charge of any kind whatsoever, in each case, whether disputed or not.

“Tax Return” means any return, report or similar filing (including the attached schedules) filed or required to be filed with respect to Taxes, including any information return, claim for refund, amended return or declaration of estimated Taxes.

“Third Party” means any person or “group” (as defined under Section 13(d) of the Exchange Act) of persons, other than Parent or the Company or any of their respective affiliates or Representatives.

“Trade Secrets” means any personally identifiable information, material confidential or proprietary information and trade secrets, in each case, developed or collected by any Group Company that, in accordance with written Contracts or by operation of applicable Law, belong to their customers, clients, or other persons and regarding which any Group Company owes a duty or obligation under applicable Law or any written Contract to maintain the security or confidentiality thereof.

“Vested Company Option” means any Company Option that shall have become vested on or prior to the Closing Date in accordance with the terms of such Company Option or pursuant to this Agreement.

(b) The following terms have the meaning set forth in the Sections set forth below:


Defined Term		Location of Definition

Action		§ 3.09
ADSs		§ 2.01(a)
Agreement		Preamble
Alternative Financing		§ 6.14(a)
Applicable Date		§ 3.07(a)
Bankruptcy and Equity Exception		§ 3.04(a)
Business Intellectual Property		§ 3.12(b)
Certifying Officers		§ 3.07(d)
Change in the Company Recommendation		§ 6.04(c)
CICL		Recitals
Closing		§ 1.02
Closing Date		§ 1.02
Company		Preamble
Company Board		Recitals
Company Recommendation		§ 3.04(b)
Company Related Parties		§ 8.04
Company Requisite Regulatory Approvals		§ 3.05(b)
Company SEC Reports		§ 3.07(a)
Company Termination Fee		§ 8.03(a)
Control Agreements		§ 3.15(a)
Debt Commitment Letter		§ 4.04(a)
Debt Financing		§ 4.04(a)
Deposit Agreement		§ 2.06
Depositary		§ 2.06
dissenter’s rights		§ 2.03(a)
Dissenting Shareholders		§ 2.03(a)
Dissenting Shares		§ 2.03(a)
Effective Time		§ 1.03
Environmental Permits		§ 3.16
Equity Commitment Letter		§ 4.04(a)
Equity Financing		§ 4.04(a)
Evaluation Date		§ 3.07(d)
Exchange Act		§ 3.05(b)
Exchange Fund		§ 2.04(a)
Excluded Shares		§ 2.01(a)
Expenses		§ 8.03(a)
Financial Advisor		§ 3.04(c)


Defined Term		Location of Definition

Financing		§ 4.04(a)
Financing Commitments		§ 4.04(a)
Guarantors		Recitals
Holdco		Preamble
IFRS		§ 3.07(b)
Indemnified Parties		§ 6.05(b)
Interest		§ 2.02(c)
IP Contracts		§ 3.12(b)
Leased Real Property		§ 3.11(b)
Limited Guarantee		§ Recitals
Major Customers		§ 3.19(a)
Major Suppliers		§ 3.19(b)
Material Company Permits		§ 3.06(a)
Material Contracts		§ 3.15(a)
Merger		Recitals
Merger Consideration		§ 2.04(a)
Merger Sub		Preamble
Notice Period		§ 6.04(c)
NYSE		§ 3.05(b)
Ordinary Shares		§ 2.01(a)
Owned Business IP		§ 3.12(a)
Owned Real Property		§ 3.11(a)
Parent		Preamble
Parent Related Parties		§ 8.04
Parent Requisite Regulatory Approvals		§ 4.03(b)
Parent Termination Fee		§ 8.03(b)
Paying Agent		§ 2.04(a)
Per ADS Merger Consideration		§ 2.01(a)
Per Share Merger Consideration		§ 2.01(a)
Plan of Merger		§ 1.03
PRC		§ 3.06(d)
Proxy Statement		§ 6.01(a)
Record ADS Holders		§ 6.02(b)
Registered Intellectual Property		§ 3.12(a)
Required Information		§ 6.14(c)
Requisite Company Vote		§ 3.04(a)
Requisite Regulatory Approvals		§ 4.03(b)
Rollover Securities		Recitals
SAFE		§ 3.06(d)
SAFE Rules and Regulations		§ 3.06(e)
Sanctions		§ 3.06(i)
SEC		§ 3.05(b)
Securities Act		§ 3.07(a)
Share Certificates		§ 2.04(b)
Shareholders’ Meeting		§ 6.02(b)
Special Committee		Recitals


Defined Term		Location of Definition

Support Agreement		Recitals
Surviving Company		§ 1.01
Takeover Statute		§ 3.23
Termination Date		§ 8.01(b)
Transactions		Recitals
Uncertificated Shares		§ 2.04(b)

(c) When a reference is made in this Agreement to a Section, Article or Exhibit such reference shall be to a Section, Article or Exhibit of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement or in any Exhibit are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Any capitalized terms used in any Exhibit but not otherwise defined therein shall have the meaning set forth in this Agreement. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified.

SECTION 9.04 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.

SECTION 9.05 Entire Agreement; Assignment. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent and Merger Sub may assign all or any of their rights and obligations hereunder to any affiliate of Parent, provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

SECTION 9.06 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, other than Sections 6.05 and 8.04 (which are intended to be for the benefit of the persons covered thereby and may be enforced by such persons). For the avoidance of doubt, in no event shall any holders of Ordinary Shares (including Ordinary Shares represented by ADSs) or holders of Company Share Awards, in each case in their capacity as such, have any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

SECTION 9.07 Specific Performance. (a) The parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with the terms hereof and that, subject to Section 8.04 and Section 9.07(b), each party shall be entitled to specific performance of the terms hereof (including the other parties’ obligation to consummate the Transactions, subject in each case to the terms and conditions of this Agreement, including Section 8.04 and Section 9.07(b)), including an injunction or injunctions to prevent breaches of this Agreement, in addition to any other remedy at law or equity. Subject to Section 8.04 and Section 9.07(b), each party hereby waives (i) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate, and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. If Parent or Merger Sub brings any Action to enforce specifically the obligations of the Company, or if the Company brings any Action to enforce specifically the obligations of Parent and Merger Sub, in each case in accordance with the terms herein, to consummate the Transactions, the Termination Date shall automatically be extended by (x) the amount of time during which such Action is pending, plus twenty (20) Business Days or (y) if longer, such time period established by the court presiding over the Action.

(b) Notwithstanding anything herein to the contrary, the Company shall not be entitled to seek or be awarded any injunction, specific performance or other equitable relief to enforce Holdco’s, Parent’s and Merger Sub’s obligations to consummate the Transactions, except that the Company shall have the right to see specific performance against Holdco, Parent and Merger Sub to cause the Equity Financing to be funded and to complete the Closing only in the event that each of the following conditions has been satisfied: (i) all of the conditions set forth in Sections 7.01, 7.02 and 7.03 have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to their satisfaction or waiver by the party having the benefit thereof), and Holdco, Parent and Merger Sub fail to cause the Equity Financing to be funded and complete the Closing by the date the Closing is required to have occurred pursuant to Section 1.02, (ii) the Debt Financing (or, if applicable, Alternative Financing) has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing, and (iii) the Company has irrevocably confirmed by written notice delivered to Parent and the providers of Parent’s Debt Financing (or, if applicable, Alternative Financing) that (x) all conditions set forth in Section 7.03 have been satisfied (other than (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to their satisfaction or waiver by the party having the benefit thereof)or that the Company is willing to waive any unsatisfied conditions in Section 7.03 and (y) if the Financing is funded, the Company stands ready, willing and able to consummate the Transactions. For the avoidance of doubt, in no event shall the Company be entitled to enforce or seek to enforce specifically Parent’s right to cause the Equity Financing to be funded or to consummate the Merger if the Debt Financing has not been funded (or will not be funded at the Closing even if the Equity Financing is funded at the Closing)

SECTION 9.08 Governing Law; Jurisdiction. This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in the Company, the cancellation of the Ordinary Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

SECTION 9.09 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.09.

SECTION 9.10 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 9.11 Counterparts. This Agreement may be executed and delivered (including by electronic or facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, Holdco, Parent, Merger Sub and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


ZHONGSHAN RUISHENG ANTAI INVESTMENT CO., LTD


By		/s/ Chuanwei Zhang
Name:		Chuanwei Zhang
Title:		Authorized Signatory

REGAL CONCORD LIMITED, a British Virgin Islands Company

By		/s/ Chuanwei Zhang
Name:		Chuanwei Zhang
Title:		Authorized Signatory

REGAL ALLY LIMITED, a Cayman Islands Company

By		/s/ Chuanwei Zhang
Name:		Chuanwei Zhang
Title:		Authorized Signatory

[SIGNATURE PAGE – MERGER AGREEMENT]


CHINA MING YANG WIND POWER GROUP LIMITED

By:		/s/ Stephen Markscheid
Name:		Stephen Markscheid
Title:		Director

[SIGNATURE PAGE – MERGER AGREEMENT]

ANNEX A

FORM OF PLAN OF MERGER

The Companies Law (2013 Revision) of the Cayman Islands

Plan of Merger

This plan of merger (the “Plan of Merger”) is made on [●] 2016

BETWEEN

(1)	China Ming Yang Wind Power Group Limited, an exempted company incorporated under the laws of the Cayman Islands with its registered office at [●], Cayman Islands (the “Company” or the “Surviving Company”); and

(2)	Regal Ally Limited, an exempted company incorporated under the laws of the Cayman Islands with its registered office at Floor 4, Willow House, Cricket Square, P.O. Box 2804, Grand Cayman, KY1-1112, Cayman Islands (“Merger Sub”).

WHEREAS

(A)

Merger Sub and the Company have agreed to merge (the “Merger”) on the terms and conditions contained or referred to in an Agreement and Plan of Merger (the “Agreement”) dated February 2, 2016 among Regal Concord Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands, the Merger Sub and the Company, a copy of which is attached as Annexure 1 to this Plan of Merger and under the provisions of Part XVI of the Companies Law (2013 Revision) (the “Companies Law”), pursuant to which (i) Merger Sub will merge with and into the Company and cease to exist, (ii) the Surviving Company will continue as the surviving company in the Merger, and (iii) the undertaking, property and liabilities of Merger Sub will vest in the Surviving Company.

(B)	Merger Sub and the Company are entering into this Plan of Merger pursuant to the provisions of section 233 of the Companies Law.

(C)	Terms not otherwise defined in this Plan of Merger shall have the meanings given to them under the Agreement.

Now therefore this Plan of Merger provides as follows:

1	The constituent companies (as defined in the Companies Law) to the Merger are the Company and Merger Sub.

2	The name of the surviving company (as defined in the Companies Law) shall be [Hurricane].

3	The registered office of the Surviving Company will be at [●], Cayman Islands.

4	Immediately prior to the Effective Date (as defined below), the authorised share capital of the Company was US$1,000,000 divided into 1,000,000,000 ordinary shares with a par value of US$0.001 each (the “Ordinary Shares”), of which [160,534,813] Ordinary Shares have been issued.

5	Immediately prior to the Effective Date (as defined below), the authorised share capital of Merger Sub was US$50,000 divided into 50,000 ordinary shares of a par value of US$1.00 each, of which 1 ordinary share has been issued.

6	The authorized share capital of the Surviving Company shall be US$50,000 divided into 50,000 ordinary shares with a par value of US$1.00 each.

7	The date on which it is intended that the Merger is to take effect is [●] 2016 (the “Effective Date”).

8	The terms and conditions of the Merger are such that, on the Effective Date:

8.1

Each Ordinary Share issued and outstanding immediately prior to the Effective Date, other than Excluded Shares, shall be cancelled and cease to exist and shall thereafter represent the right to receive the Per Share Merger Consideration, being US$2.51 in cash per Ordinary Share without interest.

8.2

Each Excluded Share (other than the Dissenting Shares) issued and outstanding immediately prior to the Effective Date shall be cancelled and cease to exist, without payment of any consideration or distribution therefor.

8.3

Each Dissenting Share issued and outstanding immediately prior to the Effective Date and that is held by a shareholder who shall have validly exercised and not effectively withdrawn or lost its right to dissent from the Merger in accordance with Section 238 of the Companies Law shall be cancelled and cease to exist in accordance with Section 238 of the Companies Law, and each such Dissenting Shareholder shall be entitled to receive only the payment of the fair value of such Dissenting Shares held by it in accordance with the provisions of Section 238 of the Companies Law. Each Dissenting Share held by a shareholder who fails to exercise or withdraw its rights to dissent from the Merger in accordance with Section 238 of the Companies Law shall (i) not be deemed to be a Dissenting Share and (ii) be and be deemed to have been cancelled and cease to exist, as of the Effective Date, and shall thereafter represent the right to receive the Per Share Merger Consideration, being US$2.51 in cash per Ordinary Share without interest.

8.4

Each ordinary share of a par value of US$1.00 each of Merger Sub issued and outstanding immediately prior to the Effective Date shall be converted into one (1) validly issued, fully paid and non-assessable ordinary share, par value US$1.00 per share, of the Surviving Company.

9	The rights and restrictions attaching to the shares in the Surviving Company are set out in the Amended and Restated Memorandum and Articles of Association of the Surviving Company in the form annexed at Annexure 2 to this Plan of Merger.

10	The Memorandum and Articles of Association of the Surviving Company shall be amended and restated in the form annexed at Annexure 2 to this Plan of Merger on the Effective Date.

11	There are no amounts or benefits payable to the directors of the constituent companies on the Merger becoming effective.

12	Merger Sub has granted no fixed or floating security interests that are outstanding as at the date of this Plan of Merger.

13	The Company has granted no fixed or floating security interests that are outstanding as at the date of this Plan of Merger.

14	The names and addresses of each director of the Surviving Company are:

14.1

[●] of [●]

14.2

[●] of [●]

15	This Plan of Merger has been approved by the board of directors of each of the Company and Merger Sub pursuant to section 233(3) of the Companies Law.

16	This Plan of Merger has been authorised by the shareholders of each of the Company and Merger Sub pursuant to section 233(6) of the Companies Law.

17	At any time prior to the Effective Date, this Plan of Merger may be terminated pursuant to the terms and conditions of the Agreement and in accordance with Section 235(1) of the Companies Law.

18	This Plan of Merger may be executed in counterparts.

19	This Plan of Merger shall be governed by and construed in accordance with the laws of the Cayman Islands.

20	This Plan of Merger may be executed by fascimile and in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, on the date indicated alongside the names below.

In witness whereof the parties hereto have caused this Plan of Merger to be executed on the day and year first above written.

[Signature pages to follow.]


SIGNED by	)
Duly authorised for	)
and on behalf of	)	Director
China Ming Yang Wind Power	)
Group Limited	)


SIGNED by	)
Duly authorised for	)
and on behalf of	)	Director
Regal Ally Limited	)

Annexure 1

Agreement and Plan of Merger

Annexure 2

Amended and Restated Memorandum and Articles of Association of the Surviving Company

Exhibit E

EXECUTION VERSION

Chuanwei Zhang

Ming Yang Industrial Park, 22 Torch Road

Torch Development Zone, Zhongshan, Guangdong, P.R. China

February 4, 2016

Regal Concord Limited

Unit 201, 2/F, Malaysia Building

50 Gloucester Road

Wanchai, Hong Kong

Attention: Nana Wong

Re: Equity Commitment Letter

Ladies and Gentlemen:

Mr. Chuanwei Zhang, (including his successors or permitted assigns, the “Founder Investor”) is pleased to offer this commitment letter, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in (i) Regal Concord Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”). It is contemplated that pursuant to the terms of that certain Agreement and Plan of Merger, dated of even date herewith (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among China Ming Yang Wind Power Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Zhongshan Ruisheng Antai Investment Co., Ltd ( LOGO ), a limited liability company incorporated under the laws of the People’s Republic of China (“Holdco”), Parent, and Regal Ally Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with or prior to the delivery of this letter agreement, the parties set forth on Schedule A-1 (collectively the “Sponsor Investors”) have each entered into a letter agreement substantially identical to this letter agreement (the “Sponsor Equity Commitment Letters”) committing to invest in Holdco. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

1. Commitment. The Founder Investor hereby agrees to contribute, or cause to be contributed, within three (3) Business Days after the conditions in Section 2 of this letter agreement are satisfied or waived, through one or more direct or indirect capital contributions (which contributions may take the form of ordinary equity, shareholder loans, preferred equity or other securities) to Parent, an aggregate amount of RMB equivalent to US$ 18,500,000 (the “Contribution”), subject to the terms and conditions hereof. For purposes of this letter agreement, the RMB equivalents of U.S. dollars shall be determined using the prevailing exchange rate notified by Holder or Parent to the Founder Investor at least three (3) Business Days prior to funding. The proceeds of the Contribution, along with the other contributions to be paid by the Sponsor Investors to Holdco and subsequently contributed by Holdco to Parent under the Sponsor Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used by Parent, to the extent necessary, to (i) fund (or cause to be funded through Parent or Merger Sub) the Merger Consideration and any other amounts required to be paid pursuant to the Merger Agreement and (ii) pay (or cause to be paid through Parent or Merger Sub) related fees and expenses (which, for the avoidance of doubt, shall not include any portion of the Parent Termination Fee or any Guaranteed Obligations with respect to such Parent Termination Fee under the Limited Guarantee (as defined below) given by the Founder Investor) (the “Merger Agreement”), in each case, pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Founder Investor under this letter agreement shall at no time exceed the aggregate amount of the Contribution less any portion of the Contribution that has been funded in accordance with the terms hereof (including by a permitted assignee or delegate pursuant to Section 7).

2. Closing Conditions. The Founder Investor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction in full (or waiver, if legally permissible) of all conditions precedent to the obligations of Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof other than (i) conditions that by

their nature are to be satisfied on the Closing Date (but subject to the satisfaction or waiver of those conditions) and (ii) the Debt Financing (or, if applicable, the Alternative Financing) having been contemporaneously funded in accordance with the terms thereof or the proceeds of the Debt Financing (or, if applicable, the Alternative Financing) in an amount sufficient to enable the Closing to occur being available to be drawn down by Holdco and funded at the Closing. The Founder Investor shall make its Contribution pursuant to the terms of the subscription agreements to be agreed between the Founder Investor and Parent after the date of this letter agreement, which will not contain any conditions to which the Founder Investor’s obligation to make the Contribution pursuant to this letter agreement is subject other than those referenced in the foregoing sentence.

3. Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, the Founder Investor is executing and delivering to the Company an Amended and Restated Limited Guarantee (the “Limited Guarantee”). The Company’s (i) remedies against the Founder Investor under the Limited Guarantee and (ii) rights set forth in Section 4 of this letter agreement shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Founder Investor, any former, current or future agent or affiliate (other than Parent and Merger Sub) of the Founder Investor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate (other than Parent and Merger Sub), controlling person or representative of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement, the Merger Agreement or the transactions contemplated thereby, including without limitation in the event either Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Founder Investor’s breach of its obligations under this letter agreement; provided that, in the event the Company successfully compels specific performance of the obligations of Parent and Merger Sub to consummate the Merger in accordance with, and subject to the terms and conditions set forth in, Section 9.07 of the Merger Agreement, and the Founder Investor shall have made the Contribution (and the Sponsor Investors have funded their respective Commitments in full and the Effective Time occurred), then neither the Company nor any other Person (including, without limitation, the Company’s equity holders, Affiliates and Subsidiaries) shall have any remedy against the Founder Investor or any Related Person, including under the Limited Guarantee.

4. Omitted.

5. No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement, by their acceptance hereof, Parent acknowledges and agrees that (a) no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation.

6. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall have been discharged), (c) the making of the Contribution by the Founder Investor or its permitted assigns and (d) the Company or any of its affiliates asserting a claim that would make the Limited Guarantee become terminable in accordance with Section 8(b) thereof; provided that, in the event a claim by the Company or any of its Affiliates under Section 4 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6(b) of the Merger Agreement is then pending, this letter agreement shall only terminate upon the final, non-appealable resolution of such action and satisfaction by the Founder Investor of any obligations finally determined by a court of competent jurisdiction or agreed to be owed by the Founder Investor in connection with this letter agreement.

7. No Assignment. The Founder Investor’s obligation to fund the Contribution may not be assigned or delegated (whether by operation of law, merger, consolidation or otherwise), except the Founder Investor may assign or delegate all or a portion of such obligation (i) to any Sponsor Investor or affiliated entity (including any affiliate), (ii) to any person or entity subject the Company’s prior written consent (not to be unreasonably withheld) or (iii) to any person or entity who agrees to be bound by this letter agreement, provided that, with respect to clause (iii), such assignment does not relieve the Founder Investor of any of its obligations or liability under this letter agreement. Following any assignment pursuant to clause (i) or clause (ii) above, the Founder Investor’s obligation to fund the Contribution shall be reduced by the amount of such obligation so assigned. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assignable by Parent without the Founder Investor’s and the Company’s prior written consent, and the granting of such consent in any given instance shall be solely in the discretion of the Founder Investor and the Company and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. Any purported transfer, assignment or delegation in violation of this Section 7 shall be null and void and of no force and effect.

8. No Other Beneficiaries. This letter agreement shall be binding on the Founder Investor solely for the benefit of Parent, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than Parent any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Contribution or any provisions of this letter agreement; provided that, notwithstanding anything to the contrary in this letter agreement, (a) the Company is hereby made an express third-party beneficiary solely for purposes of (i) obtaining specific performance of the Founder Investor’s obligation to fund the Contribution at the Closing pursuant to the terms and conditions hereunder or of Parent’s right to cause the Contribution to be funded at the Closing pursuant to the terms and conditions hereunder, (ii) Section 7 and (iii) the second sentence of Section 14 and (b) any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 8, 11, 12, 13 and 14), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, neither Parent’s, Merger Sub’s nor the Company’s creditors shall have the right to enforce this letter agreement or to cause Parent or the Company to enforce this letter agreement.

9. Representations and Warranties. The Founder Investor hereby represents and warrants that: (a) he has the legal capacity to execute, deliver and perform this letter agreement; (b) this letter agreement has been duly and validly executed and delivered by the Founder Investor and constitutes a valid and legally binding obligation of the Founder Investor, enforceable against the Founder Investor in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally); (d) the execution, delivery and performance by the Founder Investor of this letter agreement do not and will not violate any applicable Law or conflict with any material agreement binding on the Founder Investor; (e) the Founder Investor has available funds in excess of the sum of the Contribution and all of its other unfunded contractually binding equity commitments that are currently outstanding; and (f) no action, consent, permit, authorization by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement by the Founder Investor.

10. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of Sections 2 through 8, 11, 12 and 13 hereof. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

11. Jurisdiction; Dispute Resolution.

In the event of any dispute, controversy, or claim between the Founder Investor and Parent arising out of or relating to the breach, termination or validity of this letter agreement (“Dispute”), upon request of either party, the parties shall try to settle the Dispute amicably among themselves. Relevant party may initiate such informal dispute resolution by sending written notice of the Dispute to the other party, and as soon as practicable after the receipt of such notice, the parties, or

senior management (if applicable) as the representatives of such parties shall meet and attempt to reach such resolution by good faith negotiations. If the parties are unable to resolve promptly such Dispute within forty-five (45) days of the receipt of such written notice, such Dispute shall be submitted by either party to arbitration administered by the China International Economic and Trade Arbitration Commission (“CIETAC”) under the arbitration rules of CIETAC (the “Rule”) in force when the notice of arbitration is submitted by a party.

The place of arbitration shall be in Beijing. The arbitration tribunal shall consist of three arbitrators appointed in accordance with the Rule.

The arbitration shall be conducted in Chinese. The arbitration tribunal shall be entitled to determine the payment to be made by the losing party and the payment to be made by a party due to its substantial incompliance of the Rule or any provision under this Section 11. Such payment, as determined by the arbitration tribunal in its sole discretion, may include the legal fee incurred to the winning party.

The awards rendered by the arbitrators pursuant to this Section 11 shall be non-appealable, final, binding and conclusive on the parties to such Dispute.

The Founder Investor and Parent understand and agree that this provision regarding arbitration shall not prevent any of them from pursuing injunctive relief in a judicial forum pending arbitration in order to compel the other side to comply with this provision, to preserve the status quo prior to the invocation of arbitration under this provision, or to prevent or halt actions that may result in irreparable harm. A request for an injunctive relief shall not waive this arbitration provision.

12. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

13. Governing Law. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the People’s Republic of China without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

14. Entire Agreement; Amendment; Counterparts. This letter agreement, the Other Equity Commitment Letters, the Limited Guarantee, the Other Limited Guarantees (as defined in the Limited Guarantee) and the Merger Agreement constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, including, without limitation, that certain letter agreement between Mr. Chuanwei Zhang and Parent, dated as of February 2, 2016 (the “Prior ECL”), between or among Parent or any of its Affiliates, on the one hand, and the Founder Investor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Founder Investor, Parent and the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties. This letter agreement amends and restates the Prior ECL in its entirety and, accordingly, the Prior ECL is hereby terminated and shall have no further force and effect.

[Remainder of page intentionally left blank]

Very truly yours,

/s/ Chuanwei Zhang

Mr. Chuanwei Zhang


Agreed to and accepted as of the date first

written above:

Regal Concord Limited



By:		/s/ Chuanwei Zhang
Name:		Chuanwei Zhang
Title:		Authorized Signatory

[Signature Page to Equity Commitment Letter]

Schedule A-1

Sponsor Investors

1.	DAJUN INVESTORS:

Shanghai Dajun Guancheng Capital Fund

Shanghai Dajun Asset Management Fund

Zhejiang Dajun Asset Management Company Limited

Dajun Shengshi Selection Investment Fund

2.	GUANGZHOU INVESTORS:

Guangzhou HYAF Fund Management Ltd. Company

Guangzhou Huifu Kaile Investment (L.P.)

Guangzhou Huiyin Bosen Investment (L.P.)

3.	ZHONGAN INVESTOR:

Anhui Zhongan Xinzhao Private Equity Investment LLP

Exhibit F

EXECUTION VERSION

Anhui Zhongan Xinzhao Private Equity Investment LLP

LOGO

February 4, 2016

Zhongshan Ruisheng Antai Investment Co., Ltd

LOGO

25 West Jiangling Road,

Torch Development Zone

Zhongshan, China

Re: Equity Commitment Letter

Ladies and Gentlemen:

Anhui Zhongan Xinzhao Private Equity Investment LLP LOGO LOGO (including each of its respective successors or permitted assigns, collectively the “Investor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in (i) Zhongshan Ruisheng Antai Investment Co., Ltd LOGO LOGO a limited liability company incorporated under the laws of the People’s Republic of China (“Holdco”). It is contemplated that pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 2, 2016 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among China Ming Yang Wind Power Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Holdco, Regal Concord Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), and Regal Ally Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Prior to the delivery of this letter agreement, the parties set forth on Schedule A-1 (the “Other Sponsor Investor”) have entered into a letter agreement substantially identical to this letter agreement (the “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco and the party set forth on Schedule A-2 (the “Founder Investor”) has entered into a letter agreement substantially identical to this letter agreement (the “Founder Equity Commitment Letter” and, together with the Other Sponsor Equity Commitment Letter, the “Other Equity Commitment Letters”) committing to invest in Parent. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

1. Commitment. The Investor hereby agrees to contribute, or cause to be contributed, within three (3) Business Days after the conditions in Section 2 of this letter agreement are satisfied or waived, through one or more direct or indirect capital contributions (which contributions may take the form of ordinary equity, shareholder loans, preferred equity or other securities) to Holdco, an aggregate amount of RMB equivalent to US$46,500,000 (the “Contribution”), subject to the terms and conditions hereof. For purposes of this letter agreement, the RMB equivalents of U.S. dollars shall be determined using the prevailing exchange rate notified by Holdco or Parent to the Investor at least three (3) Business Days prior to funding. The proceeds of the Contribution, along with the amounts to be paid by the Other Sponsor Investor to Holdco under the Other Sponsor Equity Commitment Letter, shall promptly upon receipt be further contributed by Holdco, through one or more direct or indirect capital contributions (which contributions may take the form of ordinary equity, shareholder loans, preferred equity or other securities), to Parent. The proceeds of the Contribution, along with the other contributions to be paid by the Other Sponsor Investor and the Founder Investors to Parent under the applicable Other Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used by Parent, to the extent necessary, to (i) fund (or cause to be funded through Parent or Merger Sub) the Merger Consideration and any other amounts required to be paid pursuant to the Merger Agreement and (ii) pay (or cause to be paid through Parent or Merger Sub) related fees and expenses (which, for the avoidance of doubt, shall not include any portion of the Parent Termination Fee or any Guaranteed Obligations with respect to such Parent Termination Fee under the Limited Guarantee given by the Investor) (the “Merger Agreement”), in each case, pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Investor under this letter agreement shall at no time exceed the aggregate amount of the Contribution less any portion of the Contribution that has been funded in accordance with the terms hereof.

2. Closing Conditions. The Investor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction in full (or waiver, if legally permissible) of all conditions precedent to the obligations of Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VII thereof other than (i) conditions that by their nature are to be satisfied on the Closing Date (but subject to the satisfaction or waiver of those conditions) and (ii) the Debt Financing (or, if applicable, the Alternative Financing) having been contemporaneously funded in accordance with the terms thereof or the proceeds of the Debt Financing (or, if applicable, the Alternative Financing) in an amount sufficient to enable the Closing to occur being available to be drawn down by Holdco and funded at the Closing. The Investor shall make its Contribution pursuant to the terms of the subscription agreements to be agreed between the Investor and Holdco after the date of this letter agreement, which will not contain any conditions to which the Investor’s obligation to make the Contribution pursuant to this letter agreement is subject other than those referenced in the foregoing sentence.

3. Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, the Investor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”). The Company’s (i) remedies against the Investor under the Limited Guarantee and (ii) rights set forth in Section 4 of this letter agreement shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Investor, any former, current or future director, officer, employee, agent or affiliate (other than Parent and Merger Sub) of the Investor, any former, current or future, direct or indirect holder of any equity interests or securities of the Investor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate (other than Parent and Merger Sub), controlling person or representative of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement, the Merger Agreement or the transactions contemplated thereby, including without limitation in the event either Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Investor’s breach of its obligations under this letter agreement; provided that, in the event the Company successfully compels specific performance of the obligations of Parent and Merger Sub to consummate the Merger in accordance with, and subject to the terms and conditions set forth in, Section 9.07 of the Merger Agreement, and the Investor shall have made the Contribution (and the Other Sponsor Investor and the Founder Investors have funded their respective Commitments in full and the Effective Time occurred), then neither the Company nor any other Person (including, without limitation, the Company’s equity holders, Affiliates and Subsidiaries) shall have any remedy against the Investor or any Related Person, including under the Limited Guarantee.

4. Omitted.

5. No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement, by their acceptance hereof, each of Holdco and Parent acknowledges and agrees that (a) notwithstanding that the Investor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation.

6. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall have been discharged), (c) the making of the Contribution by the Investor or its permitted assigns and (d) the Company or any of its affiliates asserting a claim that would make the Limited Guarantee become terminable in accordance with Section 8(b) thereof; provided that, in the event a claim by the Company or any of its Affiliates under Section 4 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6(b) of the Merger Agreement is then pending, this letter agreement shall only terminate upon the final, non-appealable resolution of such action and satisfaction by the Investor of any obligations finally determined by a court of competent jurisdiction or agreed to be owed by the Investor in connection with this letter agreement.

7. No Assignment. The Investor’s obligation to fund the Contribution may not be assigned or delegated (whether by operation of law, merger, consolidation or otherwise). Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assignable by Holdco or Parent without the Investor’s and the Company’s prior written consent, and the granting of such consent in any given instance shall be solely in the discretion of the Investor and the Company and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. Any purported transfer, assignment or delegation in violation of this Section 7 shall be null and void and of no force and effect.

8. No Other Beneficiaries. This letter agreement shall be binding on the Investor solely for the benefit of Holdco and Parent, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than Holdco and Parent any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Holdco or Parent to enforce, the Contribution or any provisions of this letter agreement; provided that, notwithstanding anything to the contrary in this letter agreement, (a) the Company is hereby made an express third-party beneficiary solely for purposes of (i) obtaining specific performance of the Investor’s obligation to fund the Contribution at the Closing pursuant to the terms and conditions hereunder or of Holdco’s right to cause the Contribution to be funded at the Closing pursuant to the terms and conditions hereunder, (ii) Section 7 and (iii) the second sentence of Section 14 and (b) any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person (including the provisions of Sections 3, 8, 11, 12, 13 and 14), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, neither Holdco’s, Parent’s, Merger Sub’s nor the Company’s creditors shall have the right to enforce this letter agreement or to cause Holdco or Parent or the Company to enforce this letter agreement.

9. Representations and Warranties. The Investor hereby represents and warrants that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Investor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Investor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Investor in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally); (d) the execution, delivery and performance by the Investor of this letter agreement do not and will not violate the organizational documents of the Investor or any applicable Law or conflict with any material agreement binding on the Investor; (e) the Investor has uncalled capital commitments or otherwise has available funds in excess of the sum of the Contribution and all of its other unfunded contractually binding equity commitments that are currently outstanding; and (f) no action, consent, permit, authorization by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement by the Investor.

11. Jurisdiction; Dispute Resolution.

In the event of any dispute, controversy, or claim between the Investor and Holdco arising out of or relating to the breach, termination or validity of this letter agreement (“Dispute”), upon request of either party, the parties shall try to settle the Dispute amicably among themselves. Relevant party may initiate such informal dispute resolution by sending written notice of the Dispute to the other party, and as soon as practicable after the receipt of such notice, the parties, or senior management (if applicable) as the representatives of such parties shall meet and attempt to reach such resolution by good faith negotiations. If the parties are unable to resolve promptly such Dispute within forty-five (45) days of the receipt of such written notice, such Dispute shall be submitted by either party to arbitration administered by the China International Economic and Trade Arbitration Commission (“CIETAC”) under the arbitration rules of CIETAC (the “Rule”) in force when the notice of arbitration is submitted by a party.

The place of arbitration shall be in Beijing. The arbitration tribunal shall consist of three arbitrators appointed in accordance with the Rule.

The awards rendered by the arbitrators pursuant to this Section 11 shall be non-appealable, final, binding and conclusive on the parties to such Dispute.

The Investor, Holdco and Parent understand and agree that this provision regarding arbitration shall not prevent any of them from pursuing injunctive relief in a judicial forum pending arbitration in order to compel the other side to comply with this provision, to preserve the status quo prior to the invocation of arbitration under this provision, or to prevent or halt actions that may result in irreparable harm. A request for an injunctive relief shall not waive this arbitration provision.

12. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

14. Entire Agreement; Amendment; Counterparts. This letter agreement, the Other Equity Commitment Letters, the Limited Guarantee, the Other Limited Guarantees (as defined in the Limited Guarantee) and the Merger Agreement constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco, Parent or any of their respective Affiliates, on the one hand, and the Investor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Investor, Holdco, Parent and the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

[Remainder of page intentionally left blank]


				Very truly yours,

				Anhui Zhongan Xinzhao Private Equity Investment LLP


				By:		/s/ Yang, Guang
				Name:		Yang, Guang
				Title:		Authorized Signatory


Agreed to and accepted as of the date first

written above:

Zhongshan Ruisheng Antai Investment Co., Ltd

By:		/s/ Chuanwei Zhang
Name:		Chuanwei Zhang
Title:		Authorized Signatory

[Signature Page to Equity Commitment Letter]

Schedule A-1

Other Investor

Shanghai Dajun Guancheng Capital Fund LOGO

Shanghai Dajun Asset Management Fund LOGO

Zhejiang Dajun Asset Management Company Limited LOGO

Dajun Shengshi Selection Investment Fund LOGO

Guangzhou HYAF Fund Management Ltd. Company LOGO

Guangzhou Huifu Kaile Investment (L.P.) LOGO

Guangzhou Huiyin Bosen Investment (L.P.) LOGO

Schedule A-2

Founder Investor

Mr. Chuanwei Zhang

Exhibit G

EXECUTION VERSION

Guangzhou HYAF Fund Management Ltd. Company

LOGO

Guangzhou Huifu Kaile Investment (L.P.)

LOGO

Guangzhou Huiyin Bosen Investment (L.P.)

LOGO

February 2, 2016

Zhongshan Ruisheng Antai Investment Co., Ltd

LOGO

25 West Jiangling Road,

Torch Development Zone

Zhongshan, China

Re: Equity Commitment Letter

Ladies and Gentlemen:

Guangzhou HYAF Fund Management Ltd. Company LOGO , Guangzhou Huifu Kaile Investment (L.P.), LOGO and Guangzhou Huiyin Bosen Investment (L.P.) LOGO (including each of their respective successors or permitted assigns, collectively the “Investor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in (i) Zhongshan Ruisheng Antai Investment Co., Ltd LOGO , a limited liability company incorporated under the laws of the People’s Republic of China (“Holdco”). It is contemplated that pursuant to the terms of that certain Agreement and Plan of Merger, dated of even date herewith (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among China Ming Yang Wind Power Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Holdco, Regal Concord Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), and Regal Ally Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the party set forth on Schedule A-1 (the “Other Sponsor Investor”) is entering into a letter agreement substantially identical to this letter agreement (the “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco and the party set forth on Schedule A-2 (the “Founder Investor”) is entering into a letter agreement substantially identical to this letter agreement (the “Founder Equity Commitment Letter” and, together with the Other Sponsor Equity Commitment Letter, the “Other Equity Commitment Letters”) committing to invest in Parent. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

Parent or Merger Sub) related fees and expenses (which, for the avoidance of doubt, shall not include any portion of the Parent Termination Fee or any Guaranteed Obligations with respect to such Parent Termination Fee under the Limited Guarantee given by the Investor) (the “Merger Agreement”), in each case, pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Investor under this letter agreement shall at no time exceed the aggregate amount of the Contribution less any portion of the Contribution that has been funded in accordance with the terms hereof.

4. Omitted.

Company or any of its affiliates asserting a claim that would make the Limited Guarantee become terminable in accordance with Section 8(b) thereof; provided that, in the event a claim by the Company or any of its Affiliates under Section 4 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6(b) of the Merger Agreement is then pending, this letter agreement shall only terminate upon the final, non-appealable resolution of such action and satisfaction by the Investor of any obligations finally determined by a court of competent jurisdiction or agreed to be owed by the Investor in connection with this letter agreement.

11. Jurisdiction; Dispute Resolution.

The place of arbitration shall be in Beijing. The arbitration tribunal shall consist of three arbitrators appointed in accordance with the Rule.

The awards rendered by the arbitrators pursuant to this Section 11 shall be non-appealable, final, binding and conclusive on the parties to such Dispute.

12. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

14. Entire Agreement; Amendment; Counterparts. This letter agreement, the Other Equity Commitment Letters, the Limited Guarantee, the Other Limited Guarantees (as defined in the Limited Guarantee) and the Merger Agreement constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco, Parent or any of their respective Affiliates, on the one hand, and the Investor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Investor, Holdco, Parent and the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

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Very truly yours,

Guangzhou HYAF Fund Management Ltd. Company

By:		/s/ Jing Luo
Name: Jing Luo
Title: Authorized Signatory

Guangzhou Huifu Kaile Investment (L.P.)

By:		/s/ Xiangmin Li
Name: Xiangmin Li
Title: Authorized Signatory

Guangzhou Huiyin Bosen Investment (L.P.)

By:		/s/ Xiangmin Li
Name: Xiangmin Li
Title: Authorized Signatory

Agreed to and accepted as of the date first written above:

Zhongshan Ruisheng Antai Investment Co., Ltd

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By:		/s/ Chuanwei Zhang
Name:		Chunawei Zhang
Title:		Authorized Signatory

[Signature Page to Equity Commitment Letter]

Schedule A-1

Other Investor

Shanghai Dajun Guancheng Capital Fund LOGO

Shanghai Dajun Asset Management Fund LOGO

Zhejiang Dajun Asset Management Company Limited LOGO

Dajun Shengshi Selection Investment Fund LOGO

Schedule A-2

Founder Investor

Mr. Chuanwei Zhang

Exhibit H

EXECUTION VERSION

Shanghai Dajun Guancheng Capital Fund

LOGO

Shanghai Dajun Asset Management Fund

LOGO

Zhejiang Dajun Asset Management Company Limited

LOGO

Dajun Shengshi Selection Investment Fund

LOGO

1601 Taikang International Building,

No. 2 Wudinghou Street, Xicheng District, Beijing

February 2, 2016

Zhongshan Ruisheng Antai Investment Co., Ltd

LOGO

25 West Jiangling Road,

Torch Development Zone

Zhongshan, China

Re: Equity Commitment Letter

Ladies and Gentlemen:

Shanghai Dajun Guancheng Capital Fund LOGO , Shanghai Dajun Asset Management Fund LOGO , Zhejiang Dajun Asset Management Company Limited LOGO and Dajun Shengshi Selection Investment Fund LOGO (including each of their respective successors or permitted assigns, collectively the “Investor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in (i) Zhongshan Ruisheng Antai Investment Co., Ltd LOGO , a limited liability company incorporated under the laws of the People’s Republic of China (“Holdco”). It is contemplated that pursuant to the terms of that certain Agreement and Plan of Merger, dated of even date herewith (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among China Ming Yang Wind Power Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Holdco, Regal Concord Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), and Regal Ally Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Concurrently with the delivery of this letter agreement, the party set forth on Schedule A-1 (the “Other Sponsor Investor”) is entering into a letter agreement substantially identical to this letter agreement (the “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco and the party set forth on Schedule A-2 (the “Founder Investor”) is entering into a letter agreement substantially identical to this letter agreement (the “Founder Equity Commitment Letter” and, together with the Other Sponsor Equity Commitment Letter, the “Other Equity Commitment Letters”) committing to invest in Parent. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

EXECUTION VERSION

capital contributions (which contributions may take the form of ordinary equity, shareholder loans, preferred equity or other securities), to Parent. The proceeds of the Contribution, along with the other contributions to be paid by the Other Sponsor Investor and the Founder Investor to Parent under the applicable Other Equity Commitment Letters (such aggregate amount, the “Commitments”), shall be used by Parent, to the extent necessary, to (i) fund (or cause to be funded through Parent or Merger Sub) the Merger Consideration and any other amounts required to be paid pursuant to the Merger Agreement and (ii) pay (or cause to be paid through Parent or Merger Sub) related fees and expenses (which, for the avoidance of doubt, shall not include any portion of the Parent Termination Fee or any Guaranteed Obligations with respect to such Parent Termination Fee under the Limited Guarantee given by the Investor) (the “Merger Agreement”), in each case, pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Investor under this letter agreement shall at no time exceed the aggregate amount of the Contribution less any portion of the Contribution that has been funded in accordance with the terms hereof.

3. Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, the Investor is executing and delivering to the Company a Limited Guarantee (the “Limited Guarantee”). The Company’s (i) remedies against the Investor under the Limited Guarantee and (ii) rights set forth in Section 4 of this letter agreement shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Investor, any former, current or future director, officer, employee, agent or affiliate (other than Parent and Merger Sub) of the Investor, any former, current or future, direct or indirect holder of any equity interests or securities of the Investor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate (other than Parent and Merger Sub), controlling person or representative of any of the foregoing (each such person or entity, a “Related Person”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement, the Merger Agreement or the transactions contemplated thereby, including without limitation in the event either Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Investor’s breach of its obligations under this letter agreement; provided that, in the event the Company successfully compels specific performance of the obligations of Parent and Merger Sub to consummate the Merger in accordance with, and subject to the terms and conditions set forth in, Section 9.07 of the Merger Agreement, and the Investor shall have made the Contribution (and the Other Sponsor Investor and the Founder Investor have funded their respective Commitments in full and the Effective Time occurred), then neither the Company nor any other Person (including, without limitation, the Company’s equity holders, Affiliates and Subsidiaries) shall have any remedy against the Investor or any Related Person, including under the Limited Guarantee.

4. Omitted.

EXECUTION VERSION

whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation.

6. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall have been discharged), (c) the making of the Contribution by the Investor or its permitted assigns and (d) the Company or any of its affiliates asserting a claim that would make the Limited Guarantee become terminable in accordance with Section 8(b) thereof; provided that, in the event a claim by the Company or any of its Affiliates under Section 4 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 9.6(b) of the Merger Agreement is then pending, this letter agreement shall only terminate upon the final, non-appealable resolution of such action and satisfaction by the Investor of any obligations finally determined by a court of competent jurisdiction or agreed to be owed by the Investor in connection with this letter agreement.

EXECUTION VERSION

11. Jurisdiction; Dispute Resolution.

The place of arbitration shall be in Beijing. The arbitration tribunal shall consist of three arbitrators appointed in accordance with the Rule.

The awards rendered by the arbitrators pursuant to this Section 11 shall be non-appealable, final, binding and conclusive on the parties to such Dispute.

12. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

14. Entire Agreement; Amendment; Counterparts. This letter agreement, the Other Equity Commitment Letters, the Limited Guarantee, the Other Limited Guarantees (as defined in the Limited Guarantee) and the Merger Agreement constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Holdco, Parent or any of their respective Affiliates, on the one hand, and the Investor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Investor, Holdco, Parent and the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

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Very truly yours,



Shanghai Dajun Guancheng Capital Fund

By:		/s/ Xiang Hu
Name: Xiang Hu
Title: Authorized Signatory



Shanghai Dajun Asset Management Fund

By:		/s/ Xiang Hu
Name: Xiang Hu
Title: Authorized Signatory



Zhejiang Dajun Asset Management Company Limited

By:		/s/ Xiang Hu
Name: Xiang Hu
Title: Authorized Signatory



Dajun Shengshi Selection Investment Fund

By:		/s/ Xiang Hu
Name: Xiang Hu
Title: Authorized Signatory


Agreed to and accepted as of the date first written above:

Zhongshan Ruisheng Antai Investment Co., Ltd



By:		/s/ Chuanwei Zhang
Name:Chuanwei Zhang
Title: Authorized Signatory

[Signature Page to Equity Commitment Letter]

Schedule A-1

Other Investor

Guangzhou HYAF Fund Management Ltd. Company LOGO

Guangzhou Huifu Kaile Investment (L.P.) LOGO

Guangzhou Huiyin Bosen Investment (L.P.) LOGO

Schedule A-2

Founder Investor

Mr. Chuanwei Zhang

Exhibit I

LOGO

China Construction Bank

Debt Commitment Letter (“Commitment Letter”)

With Respect to China Ming Yang Wind Power Group Limited’s Going-Private

Transaction

Cheng Bian Hao (2016) No. ZS001


To:		Zhongshan Ruisheng Antai Investment Co., Ltd.

Upon examination and review of the merger loan application documents which your company submitted with respect to your proposed acquisition and going-private of China Ming Yang Wind Power Group Limited, we hereby agree to state the following terms and conditions and undertake to extend a merger loan in an amount of RMB 700 million to your company pursuant to such terms and conditions in connection with this project. The term of the loan shall be five years and the applicable loan interest rate for this project shall be the benchmark interest rate on the loan of the same term and category as published by the People’s Bank of China plus 10%, and shall be payable on a quarterly basis.

This commitment shall remain valid for a period of one year, starting from the date hereof, and may be extended only upon our consent. During the commitment period, this commitment is irrevocable unless any of the following events occurs: (i) failure by your company to satisfy any of the conditions precedent to the loan listed in the Memorandum on the Merger Loan under China Ming Yang Wind Power Group Limited’s Going-Private Transaction (the “Memorandum”); (ii) violation of any Certain Fund Conditions as defined in the Memorandum; or (iii) any material change in the acquisition plan or operating conditions of your company.

This Commitment Letter is made upon completion by us of a full due diligence review as well as examination and approval procedures as required for the provision of loans, and shall have legal effect. The Memorandum, which is attached hereto as an appendix, shall have the same force and effect as this Commitment Letter. This Commitment Letter shall be read together with the Memorandum.

We will extend the loan to your company in accordance with and subject to the terms and conditions set forth in this Commitment Letter and the Memorandum. Any loan-related contractual provisions not covered by this Commitment Letter or the Memorandum shall be drafted in the future in compliance with customary practice in the market. Specific rights and obligations related to the merger loan shall be as set forth in the loan contract to be formally executed by and between you and us. None of the rights and obligations contemplated by this commitment is assignable.

Your company agrees and shall ensure that the Founders (as defined in the Memorandum), the Borrower Group (as defined in the Memorandum) and their respective affiliates shall not seek any debt financing from any third party other than our bank with respect to China Ming Yang Wind Power Group Limited’s going-private transaction during the term of validity of this Commitment Letter.

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The existence of this Commitment Letter and the Memorandum, as well as all the terms and conditions contained in this Commitment Letter and the Memorandum shall be treated by the parties as confidential information, which shall not be disclosed by any party to any third party (other than such party’s representative(s) who may need to know such information for the purpose of assessing the transaction referenced in this Commitment Letter), except as required by applicable laws (including but not limited to any stock exchange rules). If any party is legally required to disclose any information contained in this Commitment Letter or the Memorandum or file this Commitment Letter and the Memorandum with any competent stock exchange, administrative agency or governmental authority, such party shall give the other party reasonable prior notice of such disclosure or filing.

China Construction Bank, Guangdong Provincial Branch [seal]

Legal Representative or Authorized Signatory (signature): Hongmao Li

February 2, 2016

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Memorandum on the Merger & Acquisition Loan under the Going-Private

Transaction of China Ming Yang Wind Power Group Limited


Date:		February 2, 2016

To:		Zhongshan Ruisheng Antai Investment Co., Ltd. (the “Company”)

From:		Guangdong Branch, China Construction Bank Limited

Subject:		Memorandum on Merger & Acquisition Loan under the Going-Private Transaction of China Ming Yang Wind Power Group Limited

With regard to the application documents submitted by the Company in relation to the merger & acquisition loan of the going-private of China Ming Yang Wind Power Group Limited (“China Ming Yang”), upon review and the decision of the China Construction Bank (the “Bank”), it is agreed that merger & acquisition loan facility in the sum of not more than RMB700 million shall be granted to the Company conditionally for the payment of the price of the going-private transaction of China Ming Yang. After communicating with the Company, we hereby summarise the terms of this merger & acquisition loan as below for the reference of the Company. Subject to the submission of loan drawdown request and the implementation of the following “Pre-conditions” and fulfilment of “Certain Fund Conditions” below, the Bank shall activate the merger & acquisition loan granting procedures. During the term of the loan, the Company shall fulfil the “Subsequent Requirements”, otherwise, the Bank is entitled to recover the loan in advance.

The meanings of abbreviations used in this memorandum are as follows:


Abbreviations		Definitions

Ming Yang Group		means China Ming Yang Wind Power Group Limited, its subsidiaries and associates

China Ming Yang		means China Ming Yang Wind Power Group Limited

Guangdong Ming Yang		means Guangdong Ming Yang Wind Power Industry Group Limited

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Equity Investors		mean Guangdong Huifu Kaile Investment (LP) (transliteration) and the funds managed by it, Shenzhen Xinzhao Zhongan Capital Management Co., Ltd. (transliteration) and the funds managed by it, Shanghai Dajun Asset Management Fund (Limited Partnership) (transliteration) and the funds managed by it

Domestic and Overseas Intermediates		mean Ming Yang Wind Power Investment Holding (Tianjin) Co., Ltd. and overseas shareholders of Guangdong Ming Yang

Founders		mean Mr. Chuanwei Zhang (transliteration) and his wife Ms. Ling Lin (transliteration)

Yuan		means Renminbi yuan

SPV2		means the company established in accordance with the laws of China and wholly-owned by the Company directly

BVI1		means the company established in accordance with the laws of BVI and wholly-owned by SPV2 directly

BVI2		means the company established in accordance with the laws of BVI and wholly-owned by BVI1 directly

Merger Sub		means the company established in accordance with the laws of Cayman Islands and wholly-owned by BVI2 directly

Initial Debtors		mean the Company, SPV2, BVI1, BVI2 and Merger Sub collectively

Borrower Group		means the Company and its subsidiaries from time to time (including the Target Group after the merger of Merger Sub and China Ming Yang)

Target Group		means China Ming Yang and its subsidiaries from time to time

I.	Amount and Purpose of Loan

The amount of this merger & acquisition loan facility is not more than RMB700 million. The merger & acquisition loan shall be used for the payment of consideration of the going-privation transaction of China Ming Yang.

II.	Term of Loan

5 years from the first drawdown date of loan.

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III.	Interest Rate of Loan

[10]% above the benchmark rate of the same type and same tenor of People’s Bank of China on the value date. For every [12] months from the value date until the date of full repayment of principal and interest under the loan agreement, it shall be adjusted by reference to the benchmark rate on the interest rate adjustment date and the above percentage of increase. The interest rate adjustment date is the corresponding date of value date in the month of adjustment. If there is no corresponding date of value date in the month, the last day in the month shall be the interest rate adjustment date.

2.	Interest shall be settled quarterly and the settlement date shall be the [20^th] day of the last month of each quarter. The Company shall pay the interest that is due and payable to the Bank on the settlement date.

IV.	Repayment Plan

The principal shall be repaid twice in each year after the first drawdown date and not less than RMB500,000 shall be repaid each time. All remaining outstanding principal shall be repaid when it is due.

V.	Early Repayment

Upon obtaining the consent of the Bank, the Company may repay all or part of the principal in advance and the Bank is entitled to collect a compensation calculated based on 0.1% per month of the principal repaid in advance according to the number of monthly instalments repaid in advance.

VI.	Guarantee and Pledge Arrangements

1.	Before the merger of Merger Sub and China Ming Yang

(i)

Pledge of all equity in the Company held by the Company shareholders;

(ii)

Pledge of all equity held in SPV2 by the Company;

(iii)

Pledge of all equity held in BVI1 by SPV2;

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(iv)

Pledge of all equity held in BVI2 by BVI1;

(v)

Pledge of all equity held in Merger Sub by BVI2.

2.	After the merger of Merger Sub and China Ming Yang

(i)

Pledge of all equity in China Ming Yang held by all the shareholders of China Ming Yang;

(ii)

Pledge of all equity in Domestic and Overseas Intermediates held by China Ming Yang;

(iii)

Guangdong Ming Yang shall provide third party guarantee for this merger & acquisition loan;

(iv)

After the consolidation of domestic and overseas equity, if the pledge of all equity in Guangdong Ming Yang held by the shareholders of Guangdong Ming Yang should be discharged as required by actual conditions and when an application is made, the guarantee approved by the Bank must be ratified. The debt repayment between Guangdong Ming Yang and its shareholders is subordinate to this loan;

(v)

Other guarantees agreed between the Bank and the Company.

VII.	Certain Fund Period

The Loan Agreement shall include the relevant clauses of the “Certain Fund”, the contents of which are as follows:

The loan can be drawn down before the end of the Certain Fund Period and is subject only to the following conditions (“Certain Fund Conditions”):

1.	All criteria listed in the “Drawdown Criteria” below are to the satisfaction of the Bank in form and substance or are exempted by the Bank;

2.	The provision of loan by the Bank is not illegal;

The non-occurrence of default events caused by the following matters: (a) The consequences of misrepresentation of the identity, rights and authorization, binding obligations of the initial debtor, the absence of illegality or conflicts, the validity of evidence, the ownership of the equity and assets used for providing guarantee and pledge and charge, the equal ranking of repayment responsibilities etc.; (b) the violation of the obligations of the initial debtor by itself regarding passive guarantee, financial liabilities, merger, guarantee, warranty, disposal of assets; (c) non-repayment, insolvency, bankruptcy and liquidation, illegality and void agreement;

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4.	The delivery of the relevant drawdown request pursuant to the Loan Agreement.

For such purposes, the “Certain Fund Period” in the Loan Agreement shall be defined as “the period between the date of signing of the Loan Agreement to the earlier of the two dates below: (A) the last day of the drawdown period applicable for the loan, and (B) the date on which the loan amount will be paid under the Loan Agreement.”

During the Certain Fund Period, regardless any other clauses, stipulations, statement or circumstances, the Bank agrees that the drawdown amount under the loan will only be subject to the satisfaction of the Certain Fund Conditions (or the exemption by the Bank), in addition (in the case of the satisfaction of the Certain Fund Conditions or the exemption by the Bank) the Bank will not exercise any rights (including the rights to offset or propose counter claims) which may affect or prevent the drawdown or its application for the purposes allowed. When the Certain Fund Period expires, the Bank can use and retain all its rights or remedies (no matter such rights or remedies are related to the events or circumstances which occur or exist within, before, upon the expiry or after the expiry of the Certain Fund Period), even though within the Certain Fund Period the Bank does not have such rights or remedies.

VIII.

Before the merger & acquisition loan is issued, your company shall cooperate to implement the following [pre-conditions]:

The equity investment of Mr. Chuanwei Zhang and the equity investors in your company shall not be lower than 50% of the total consideration of this privatization transaction; that means the payment amount of the merger & acquisition loan of the Bank shall not exceed 50% of the total amount of this going private transaction, and which shall not exceed RMB700 million.

2.	Your company shall open a basic account and a special account for the merger & acquisition loan with the Bank, and the fund flows of the special account is subject to the supervision of the Bank; your company shall not open accounts with other financial institutions without the consent of the Bank.

3.	Before the merger & acquisition loan is issued, the equity investment of Mr. Chuanwei Zhang and the equity investor in your company shall be deposited in the special accounts opened with the Bank, which will be subject to the supervision of the Bank.

Before the merger & acquisition loan is issued, the initial debtor and China Ming Yang shall obtain the approval, authorization or filing documents of the relevant government departments or regulatory authorities in China in respect of this privatization transaction according to the local laws and administrative regulations, obtain the resolution of the special committee and other key documents so as to ensure that this transaction conforms to the regulatory requirements of the countries where both parties to the transaction are located.

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Before the merger & acquisition loan is issued, the founder of Ming Yang Group shall provide joint and several liability guarantee for the merger & acquisition loan provided by the Bank, and at the same time, Mr. Chuanwei Zhang and the equity investor will pledge all the equity of your company that they hold to the Bank.

Before the merger & acquisition loan is issued, the founder of Ming Yang Group shall make a written undertaking: he shall maintain his controlling status in Ming Yang Group unchanged during the duration of the merger & acquisition loan; if the acquisition price is increased due to circumstances such as higher acquisition premium, changes in foreign exchange rates etc, the founder shall top up additional investment via the increase of capital of your company; before the full repayment of the loan of the Bank, he shall not pledge or create charges on the plants, land, equipment and trademarks and other main assets of Ming Yang Group which have not been pledged or charged to third parties other than the Bank.

7.	To provide the constitution documents of each initial debtor (including the approval required for its establishment, its registration, filing documents).

8.	To provide the internal authorization documents of each initial debtor (board resolutions or shareholder resolutions).

9.	To provide the internal authorization documents of China Ming Yang in respect of the privatization transaction.

10.	The Loan Agreement has been signed.

11.	Each initial debtor has signed the relevant account supervision agreement with the Bank.

12.	All the supervisory accounts of the initial debtors have been set up.

13.	All the relevant guarantee documents for the guarantee which must be completed before the merger have been signed, and all the proper procedures of the guarantee have been completed.

14.

All the transaction documents under the privatization transaction of China Ming Yang have been signed, all the criteria (including all the procedures of government approval, registration, filing, the approval of the special committee etc. required for the purpose of privatization, other than the payment of the price of the privatization) as well as the documents and requirements which are usually used as criteria of similar loans which must be satisfied under the privatization have been satisfied.

15.	The Legal Opinion which is reasonable and to the satisfaction of the Bank, which is issued by the legal advisor of the Bank in respect of all the financing documents of the jurisdictions mentioned, such documents serve as criteria.

16.	Other than the liabilities among the initial debtors and this merger & acquisition loan to be granted by the Bank to your company, the initial debtors do not have other financial liabilities.

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17.	The expenses and costs under the financing documents which must be paid by the initial debtors have been paid.

If any of the above [condition] cannot be satisfied, the Bank will not be able to issue this merger & acquisition loan according to the letter of intention or letter of undertaking of the loan.

IX.	During the duration of the merger & acquisition loan, your company shall also cooperate to implement the [subsequent conditions] below:

1.	After the loan is issued, the funds of the loan of the Bank are not to enter into the securities market, futures market illegally, and not be used in the production and operation of fields and for the purposes prohibited by the state.

The related companies in China and abroad into which the funds of the merger & acquisition loan flow need to open special accounts for merger and acquisition with the subsidiaries of the Bank (in China or abroad), which will be used for receiving and paying the merger and acquisition funds, to ensure that the whole processes are subject to the supervision of the Bank.

3.	The registration of the merger and acquisition plan with the registry of the Cayman company shall be completed, proving that the privatization transaction has been completed.

4.	All the proper procedures of the guarantee which must be completed after the merger, shall be completed within [60] days after the merger has been completed.

5.	Within the duration of the merger & acquisition loan, your company shall fulfill the credit rating of no lower than level 10 of the Bank, its asset-liabilities ratio shall not be higher than 75%, while its current ratio shall not be lower than 1.0.

6.	Within the duration of the merger & acquisition loan, the borrower group shall not provide external guarantee with its credit or assets, without the consent of the Bank.

7.	Within the duration of the merger & acquisition loan, your company shall maintain the status of Mr. Chuanwei Zhang as de facto controlling party unchanged.

8.	Within the duration of the merger & acquisition loan, your company and China Ming Yang, Guangdong Ming Yang shall not issue debts which rank before our loan.

9.	Your company shall not carry out long term investment to companies outside the group unless it is used for this merger and acquisition transaction.

10.	Before the loan of the Bank is fully repaid, the shareholders of your company shall not exit their investment.

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11.	Within the duration of the merger & acquisition loan, the written consent of the Bank is required for additional substantial investment of Guangdong Ming Yang; the asset-liabilities ratios of Guangdong Ming Yang itself and its consolidated (financial) statements shall not exceed 75%.

12.	Within the duration of the merger & acquisition loan, the founder and the companies under his control shall not carry out contract violation, law violation and regulation violation acts.

13.	Within the duration of the merger & acquisition loan, the percentage of funds of the founder of Ming Yang Group and the companies under his control as a whole which are settled through the accounts of the Bank shall not be lower than the percentage of usage of credit granted by the Bank.

If any of the above [subsequent conditions] cannot be satisfied, and it is not remedied within 90 consecutive days in order to satisfy that subsequent condition, the Bank has the right to announce that this merger & acquisition loan is due immediately, and recover the loan in advance.

X.	Representations and warranties

The following representations and warranties in similar going-private transactions will be included, including but not limited to:

Identity;

2.	Binding obligations;

3.	Absence of illegality or conflict;

4.	Power and authorization;

5.	Insolvency;

6.	Absence of contract violation;

7.	Absence of wrong information;

8.	Absence of major litigation and government proceedings;

9.	Absence of substantial law violation or violation of other contracts;

10.	Validity of the guarantee;

11.	Validity of the investment agreements and shareholder documents of the borrower and those of each of its subsidiary;

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12.	Validity of the merger agreement;

13.	Equal repayment ranking with other debts.

XI.	Default events

This shall include the default clauses in similar privatization transactions, including but not limited to:

1.	Non-payment (including interest, principal, expenses etc);

2.	Violation of financial and other undertakings;

3.	Misrepresentation;

4.	Cross-default;

5.	Insolvency;

6.	Bankruptcy and liquidation;

7.	Material negative impact;

8.	Illegality;

9.	Stoppage of operation;

10.	Major litigation.

The above loan conditions are basic conditions. If there are further adjustments or supplements, the Bank has the right to further specify them in the related agreements of the merger & acquisition loan.


		China Construction Bank Co., Ltd
		Guangdong Branch

		2 February 2016

		[seal of China Construction Bank Co., Ltd Guangdong Branch]

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Exhibit J

EXECUTION VERSION

ROLLOVER AGREEMENT

This ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of February 2, 2016 by and among Regal Concord Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), and Chuanwei Zhang, First Windy Investment Corp., Ling Wu, Rich Wind Energy Three Corp., Yuan Li, Eapard Investment Management Co., Ltd., Stephanie Ye Cai, SCGC Capital Holding Company Limited, Ironmont Investment Co., Ltd., and the management shareholders signatory hereto (each a “Rollover Shareholder”), each a shareholder of China Ming Yang Wind Power Group Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, concurrently herewith, Parent, Regal Ally Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”);

WHEREAS, as of the date hereof, the Rollover Shareholder is the registered holder and “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of the number of ordinary shares, par value $0.001 per share, of the Company (the “Shares”), including Shares represented by American Depositary Shares, each representing one Share (collectively, the “Owned Shares”), as set forth in the column titled “Owned Shares” opposite such Rollover Shareholder’s name on Schedule A;

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, including the Merger, each Rollover Shareholder agrees to the conversion (for nil consideration) of the number of Owned Shares as set forth opposite its name in the column titled “Rollover Shares” on Schedule A (such Shares, the “Rollover Shares”) into newly issued ordinary shares of the Surviving Company (the “Surviving Company Shares”) at the Effective Time;

WHEREAS, in order to induce Parent, Merger Sub and the Company to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, each Rollover Shareholder is entering into this Agreement; and

WHEREAS, each Rollover Shareholder acknowledges that Parent, Merger Sub and the Company are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of each Rollover Shareholder set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Parent and each Rollover Shareholder hereby agree as follows:

1. Conversion of Rollover Shares into Surviving Company Shares. At the Effective Time, each Rollover Share shall be converted (for nil consideration) into the number of Surviving Company Shares as set forth on Schedule A. Each Rollover Shareholder hereby acknowledges and agrees that, subject to receipt of the Surviving Company Shares, it shall have no right to any Merger Consideration in respect of the Rollover Shares.

2. Cancellation of Rollover Shares. Subject to the terms and conditions set forth herein, (a) each Rollover Shareholder agrees that its Rollover Shares shall be cancelled at the Closing for nil consideration, and (b) other than its Rollover Shares, all equity securities of the Company held by such Rollover Shareholder shall be treated as set forth in the Merger Agreement and not be affected by the provisions of this Agreement.

3. Closing; Conditions to Closing. Subject to the satisfaction in full (or waiver) of all of the conditions set forth in Sections 7.01 and 7.02 of the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription and issuance of Surviving Company Shares contemplated hereby shall take place at or immediately prior to the Closing.

4. Deposit of Rollover Shares. No later than three (3) Business Days prior to the Closing, each Rollover Shareholder and any agent of such Rollover Shareholder holding certificates evidencing any Rollover Shares shall deliver or cause to be delivered to Parent all certificates representing Rollover Shares in such Persons’ possession, (a) duly endorsed for transfer or (b) with executed stock powers, in each case reasonably acceptable in form and substance to Parent and sufficient to transfer such shares to Parent, for disposition in accordance with the terms of this Agreement; such certificates and documents shall be held by Parent or any agent authorized by Parent until the Closing.

5. Irrevocable Election.

(a) The execution of this Agreement by each Rollover Shareholder evidences, subject to Section 9, the irrevocable election and agreement by such Rollover Shareholder to convert its Rollover Shares into Surviving Company Shares and agree to the cancellation of the Rollover Shares on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees that from the date hereof until any termination of this Agreement pursuant to Section 9, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Owned Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of, any Owned Shares or any right, title or interest thereto or therein (including by operation of law) including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Owned Shares and (x) has, or would reasonably be expected to have, the effect of reducing or limiting such Rollover Shareholder’s economic interest in such Owned Shares and/or (y) grants a third party the right to vote or direct the voting of such Owned Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any Owned Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement of even date herewith by and among Parent and certain shareholders of the Company (the “Voting Agreement”) and the Consortium Agreement dated as of February 2, 2016, by and among the Chairman Parties, Dajun Guangcheng (Shanghai) Capital Fund I, L.P. LOGO and Guangzhou Huifu Kaile Investment (L.P.) LOGO (the “Consortium Agreement”)) with respect to any Owned Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of its obligations under this Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer in violation of this paragraph shall be void ab initio.

(b) Each Rollover Shareholder further covenants and agrees that such Rollover Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent and the Company of (i) any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, including any Company Share Awards, after the date hereof and (ii) any Owned Shares with respect to which beneficial ownership is transferred or disposed to any other person.

6. Representations and Warranties of each Rollover Shareholder. To induce the Parent to cause the Surviving Company to issue the Surviving Company Shares, each Rollover Shareholder makes the following representations and warranties to Parent, each and all of which shall be true and correct as of the date of this Agreement and as of the Closing:

(a) Ownership of Shares. (i) Each Rollover Shareholder (A) is and will be the beneficial owner of, and has and will have good and valid title to, the Owned Shares, free and clear of Liens, and (B) has and will have sole or shared (together with affiliates controlled by such Rollover Shareholder) voting power, power of disposition, and power to demand dissenter’s rights (if applicable), in each case with respect to all of the Owned Shares, with no limitations, qualifications, or restrictions on such rights, subject to applicable Laws; (ii) the Owned Shares are not subject to any voting trust agreement or other Contract to which such Rollover Shareholder is a party restricting or otherwise relating to the voting or Transfer of the Owned Shares; and (iii) such Rollover Shareholder has not Transferred any Rollover Share pursuant to any Derivative Transaction, in each case of clause (i) through (iii), except as pursuant to this Agreement, the Voting Agreement and the Consortium Agreement. As of the date hereof, (x) other than the Owned Shares, such Rollover Shareholder does not own, beneficially or of record, any Shares, securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities), and (y) such Rollover Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement the Voting Agreement or the Consortium Agreement.

(b) Organization, Standing and Authority. Each Rollover Shareholder that is an organization is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Such Rollover Shareholder has full legal power and capacity to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of each Rollover Shareholder for the execution, delivery and performance of this Agreement by such Rollover Shareholder or the consummation by such Rollover Shareholder of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by such Rollover Shareholder nor the consummation by such Rollover Shareholder of the transactions contemplated hereby, nor compliance by such Rollover Shareholder with any of the provisions hereof shall (A) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Rollover Shareholder or its properties or assets, (B) conflict with or violate any provision of the organizational documents of such Rollover Shareholder

which is an entity, (C) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of such Rollover Shareholder pursuant to any Contract to which such Rollover Shareholder is a party or by which such Rollover Shareholder or any property or asset of such Rollover Shareholder is bound or affected, or (D) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Rollover Shareholder or any of its properties or assets.

(e) Litigation. There is no Action pending against any Rollover Shareholder or, to the knowledge of such Rollover Shareholder, any other Person or, to the knowledge of such Rollover Shareholder, threatened against such Rollover Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Rollover Shareholder of its obligations under this Agreement on a timely basis.

(f) Reliance. Each Rollover Shareholder understands and acknowledges that Parent, Merger Sub and the Company are entering into the Merger Agreement in reliance upon such Rollover Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Rollover Shareholder contained herein.

(g) Receipt of Information. Each Rollover Shareholder has been afforded the opportunity to ask such questions as he, she, or it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning the Surviving Company Shares. Such Rollover Shareholder acknowledges that it has been advised to discuss with its own counsel the meaning and legal consequences of such Rollover Shareholder’s representations and warranties in this Agreement and the transactions contemplated hereby.

(h) Pledge of Shares for Debt Financing. Each Rollover Shareholder acknowledges that Debt Financing or Alternative Financing will be arranged in order to consummate the transaction contemplated hereby and agrees to use its best efforts to provide cooperation in connection with such Debt Financing or Alternative Financing, including but not limited to, pledging its Shares as collateral as part of the arrangements of the Debt Financing or Alternative Financing.

7. Representations and Warranties of Parent. Parent makes the following representations and warranties to the Rollover Shareholder, each and all of which shall be true and correct as of the date of this Agreement and as of the Closing:

(a) Organization, Standing and Authority. Parent is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by each Rollover Shareholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(b) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act and laws of the British Virgin Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the provisions hereof shall (A) require the consent or approval of any other person pursuant to any

agreement, obligation or instrument binding on each Rollover Shareholder or its properties or assets, (B) conflict with or violate any provision of the organizational documents of Parent, (C) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any of their property or asset is bound or affected, or (D) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of their properties or assets.

(c) Capitalization. Parent was duly incorporated on December 29, 2015. At and immediately after the Closing, the authorized capital stock of Parent shall consist of 50,000 ordinary shares, of which, as of the date hereof, 1 ordinary share is issued and outstanding and owned of record as set forth on Schedule B hereto. At and immediately after the Closing, there shall be (i) no options, warrants, or other rights to acquire shares of the capital stock of Parent or the Surviving Company, (ii) no outstanding securities exchangeable for or convertible into shares of the capital stock of Parent or the Surviving Company, and (iii) no outstanding rights to acquire or obligations to issue any such options, warrants, rights or securities.

(d) Valid Issuance of Shares. At Closing, the Surviving Company Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and non-assessable ordinary shares of the Surviving Company, free and clear of all claims, liens and encumbrances, other than restrictions arising under applicable securities laws.

8. Other Covenants and Agreements.

(a) Tax Related Matters. The Rollover Shareholder shall bear and pay, reimburse, indemnify and hold harmless Parent, Merger Sub, the Company and any affiliate thereof (collectively, the “Indemnified Parties”) for, from and against (x) any and all liabilities for PRC Taxes imposed upon, incurred by or asserted against any of the Indemnified Parties, arising from or attributable to (A) the receipt of any Merger Consideration by the Rollover Shareholder or its affiliates pursuant to the Merger Agreement and/or (B) the receipt of Parent Shares by the Rollover Shareholder or its affiliates pursuant to this Agreement (collectively, the “Tax Liabilities”) and (y) any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, interests, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the Tax Liabilities. For the avoidance of doubt, the term “Tax Liabilities” shall include any and all liability for PRC Taxes suffered by any of the Indemnified Parties as a result of the payments described in clause (x) above, including without limitation, any liability for withholding Taxes. The Rollover Shareholder shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to ensure that the Rollover Shareholder has adequate capital resources available to satisfy its indemnification obligations in accordance with this Section 8(a).

(b) Disclosures. Each Rollover Shareholder agrees that, to the extent it is required by the United States Securities and Exchange Commission or another regulatory body or international stock exchange having jurisdiction over such Rollover Shareholder to make any disclosures regarding the Merger Agreement and the transactions contemplated thereby, such Rollover Shareholder shall make such disclosure only after the form and terms thereof have been notified to Parent and Parent has had a reasonable opportunity to comment thereon.

9. Termination. This Agreement, and the agreement of each Rollover Shareholder to the conversion and cancellation of its Rollover Shares, will terminate immediately upon the valid termination of the Merger Agreement in accordance with its terms; provided, that this Section 9 and Section 11 shall survive the termination of this Agreement, and such Rollover Shareholder shall continue to be liable for breaches of this Agreement occurring prior to the termination of this Agreement.

10. Further Assurances. Each Rollover Shareholder hereby covenants that, from time to time, such Rollover Shareholder will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, such further acts, conveyances, transfers, assignments, powers of attorney and assurances necessary to cancel all of its Rollover Shares in accordance with the terms of this Agreement.

11. Miscellaneous.

(a) Amendments and Modification. This Agreement may not be amended, altered, supplemented or otherwise modified except upon the execution and delivery of a written agreement executed by each party hereto and with the Company’s prior written consent (not to be unreasonably withheld) if such amendment, alteration or supplement would adversely affect in any material respect the ability of Parent or Merger Sub to consummate the transaction contemplated by the Merger Agreement in accordance therewith.

(b) Waiver. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

(c) Survival of Representations and Warranties. All representations, warranties, covenants and agreements of each Rollover Shareholder and Parent contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby indefinitely.

(d) Notices. All notices and other communications hereunder shall be in writing (in the English language) and shall be deemed duly given (i) upon receipt if delivered personally, or if by email or facsimile, upon confirmation of receipt by email or facsimile, (ii) one Business Day after being sent by express courier service, or (iii) three Business Days after being sent by registered or certified mail, return receipt requested. All notices hereunder shall be delivered to the addresses set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to any Rollover Shareholder, in accordance with the contact information set forth next to such Rollover Shareholder’s name on Schedule A.

If to Parent:

Unit 201, 2/F, Malaysia Building

50 Gloucester Road

Wanchai, Hong Kong

Attention: Nana Wong

Telephone: +852-25275497

with a copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett

35/F ICBC Tower

3 Garden Road

Central, Hong Kong

Attention: Leiming Chen

Facsimile: + (852) 2869-7694

Email: lchen@stblaw.com

If to the Company:

China Ming Yang Wind Power Group Limited

Ming Yang Industrial Park, 22 Torch Road

Torch Development Zone

Zhongshan, Guangdong, P.R. China

Attention: Ricky Ng

Facsimile: + 86-760-2813-8214

Email: ricky.ng@mywind.com.cn

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

1 Jianguomenwai Avenue

Beijing 100004, PRC

Attention: Peter X. Huang, Esq.

Facsimile: +86 10 6535 5577

e-mail: peter.huang@skadden.com

(e) Entire Agreement. This Agreement (together with the Merger Agreement and the Voting Agreement to the extent referred to in this Agreement) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof.

(f) Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, except as specifically set forth in this Agreement; provided, however, that the Company is an express third-party beneficiary of this Agreement and shall be entitled to specific performance of the terms hereof, including an injunction, temporary restraining order or other equitable relief, to prevent breaches of this Agreement by the parties hereto, in addition to any other remedy at law or equity.

(g) Governing Law; Consent to Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to any applicable conflicts of law principles that would cause the application of the laws of any other jurisdiction. The parties agree that any Action brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any State of New York or United States Federal court sitting in the Borough of Manhattan, the City of New York. Each of the parties submits to the jurisdiction of any such court in any Action seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such Action. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding brought in any such court has been brought in an inconvenient forum.

(h) Remedies; Specific Performance.

(i) The parties hereto agree that this Agreement shall be enforceable by all available remedies at law or in equity (including, without limitation, specific performance). In the event any breach of this Agreement by any Rollover Shareholder (including, without limitation, any failure by such Rollover Shareholder to deliver the Rollover Shares for cancellation or to convert its Rollover Shares into Surviving Company Shares) which causes, directly or indirectly, either a failure of any closing condition applicable to Parent and Merger Sub in the Merger Agreement or a termination right of the Company under the Merger Agreement, such Rollover Shareholder agrees to (A) indemnify and hold harmless Parent, the Sponsors and the Sponsor Guarantors from the aggregate out-of-pocket damages (including all costs and expenses) incurred by any of them in connection therewith, including the amount of any termination fee paid or payable by Parent to the Company under the Merger Agreement and, without duplication, all amounts paid or payable under any Limited Guarantees by the Sponsor Guarantors, provided that, none of Parent, the Sponsors and any Sponsor Guarantor shall have the right to recover lost profits or benefit of the bargain damages from such Rollover Shareholder; and (B) reimburse all out-of-pocket expenses incurred by any of them in connection with the transactions contemplated by the Merger Agreement and this Agreement, including, without limitation, the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors retained by any of them in connection therewith, together with any costs of enforcement incurred by any of them in seeking to enforce such remedy against such Rollover Shareholder. Each Rollover Shareholder further agrees to pay or reimburse Parent, the Sponsors and/or the Sponsor Guarantors, as applicable, within ten (10) Business Days following receipt of a written notice from any of them setting forth in reasonable detail the amount of any losses, damages, liabilities or expenses incurred by any of them which are indemnifiable or reimbursable hereunder. The parties hereto agree that the Sponsors and the Sponsor Guarantors shall be third-party beneficiaries of this Section 11(h).

(ii) Each Rollover Shareholder further acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement of such Rollover Shareholder in this Agreement is not performed in accordance with its terms, and therefore agrees that Parent and the Company will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. Such Rollover Shareholder agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent.

(j) Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties and the Company, except that Parent may assign this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by Parent, as applicable. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(k) Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(l) Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENTS OR INSTRUMENTS REFERRED TO IN THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF EACH OF THE PARTIES IN NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

(m) Counterparts. This Agreement may be executed in two or more counterparts, and by facsimile or, pdf format, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

(n) No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

(o) Expenses. Each of the parties to this Agreement shall bear the fees and expenses incurred by such party in the preparation, negotiation and implementation of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.


PARENT: REGAL CONCORD LIMITED

By:		/s/ Chuanwei Zhang
Name:		Chuanwei Zhang
Title:		Director

[Signature Page to Rollover Agreement]

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.

ROLLOVER SHAREHOLDER:

/s/ Chuanwei Zhang

CHUANWEI ZHANG

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.


ROLLOVER SHAREHOLDER: FIRST WINDY INVESTMENT CORP.

By:		/s/ Chuanwei Zhang
Name:		Chuanwei Zhang
Title:		Director

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.

ROLLOVER SHAREHOLDER:

/s/ Ling Wu

LING WU

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.


ROLLOVER SHAREHOLDER: RICH WIND ENERGY THREE CORP.

By:		/s/ Ling Wu
Name:		Ling Wu
Title:		Director

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.

ROLLOVER SHAREHOLDER:

/s/ Yuan Li

YUAN LI

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.

ROLLOVER SHAREHOLDER:

LOGO

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.

ROLLOVER SHAREHOLDER:

/s/ Cai Stephanie Ye

CAI STEPHANIE YE

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.


ROLLOVER SHAREHOLDER: SCGC CAPITAL HOLDING COMPANY LIMITED

By:		/s/ Zewang Ni
Name:		Zewang Ni
Title:		Chairman

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.


ROLLOVER SHAREHOLDER: IRONMONT INVESTMENT CO., LTD.

By:		/s/ Cheng Xie
Name:		Cheng Xie
Title:		Director

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.

ROLLOVER SHAREHOLDER:

/s/ Jinfa Wang

JINFA WANG

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.

ROLLOVER SHAREHOLDER:

/s/ Jianren Wen

JIANREN WEN

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.

ROLLOVER SHAREHOLDER:

/s/ Guomin Chen

GUOMIN CHEN

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.

ROLLOVER SHAREHOLDER:

/s/ Xueliang Ma

XUELIANG MA

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.

ROLLOVER SHAREHOLDER:

/s/ Yunshan Jin

YUNSHAN JIN

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.

ROLLOVER SHAREHOLDER:

/s/ Yanhua Li

YANHUA LI

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.

ROLLOVER SHAREHOLDER:

/s/ Renjing Cao

RENJING CAO

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.

ROLLOVER SHAREHOLDER:

/s/ Jiawan Cheng

JIAWAN CHENG

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.

ROLLOVER SHAREHOLDER:

/s/ Longquan Yan

LONGQUAN YAN

IN WITNESS WHEREOF, Parent and the Rollover Shareholder below have caused to be executed or executed this Agreement as of the date first written above.

ROLLOVER SHAREHOLDER:

/s/ Zhongmin Shen

ZHONGMIN SHEN

Schedule A¹

Rollover Shareholder

Address

Owned Shares

Rollover
Shares

Non-Rollover
Shares

Surviving
Company
Shares

Chuanwei Zhang

Jianye Road, Mingyang Industry Park

National Hi-Tech Industrial Development Zone

Zhongshan, Guangdong 528437

People’s Republic of China

3,158,293
Shares⁽¹⁾

nil

4,279,171 shares

First Windy Investment Corp.

Unit 201, 2/F, Malaysia Building

50 Gloucester Road

Wanchai, Hong Kong

8,976,300
Shares

nil

12,161,989 shares

Ling Wu

Jianye Road, Mingyang Industry Park

National Hi-Tech Industrial Development Zone

Zhongshan, Guangdong 528437

People’s Republic of China

20,539,306
Shares

nil

27,828,707 shares

Rich Wind Energy Three Corp.

Unit 201, 2/F, Malaysia Building

50 Gloucester Road

Wanchai, Hong Kong

19,755,000
Shares

nil

26,766,051 shares

Yuan Li

5-1-202, Changchunteng Garden, Weishan Nan Road West

Shuanggang Town, Jinnan District

Tianjin, 300350

People’s Republic of China

7,605,163
Shares

nil

10,304,236 shares

Eapard Investment Management Co., Ltd.

Room 1403, Unit 1, Block 38, Xing Fu Er Cun, Chaoyang District

Beijing, 100027

People’s Republic of China

550,000
Shares

nil

745,195 shares

CAI Stephanie Ye

Room 1101, No. 5, Lane 401

Jiangying Road, Huangpu District

Shanghai, 200003

People’s Republic of China

286,896
Shares

nil

388,715 shares

SCGC Capital Holding Company Limited

11F, Shenzhen Investment Building

4009 Shennan Avenue, Futian District

Shenzhen, 518048

People’s Republic of China

4,000,000
Shares⁽¹⁾

nil

5,419,600 shares

Ironmont Investment Co., Ltd.

Room 905, 9F, Tai Tung Building

8 Fleming Road

Wanchai, Hong Kong

3,653,900
Shares⁽¹⁾

nil

4,950,669 shares

Jinfa Wang

Jianye Road, Mingyang

Industry Park

National Hi-Tech Industrial Development Zone

Zhongshan, Guangdong

528437

People’s Republic of China

690,000
Shares

nil

934,881 shares

Jianren Wen

Jianye Road, Mingyang

Industry Park

National Hi-Tech Industrial Development Zone

Zhongshan, Guangdong

528437

People’s Republic of China

320,000
Shares

nil

433,568 shares

Guomin Chen

Jianye Road, Mingyang

Industry Park

National Hi-Tech Industrial Development Zone

Zhongshan, Guangdong

528437

People’s Republic of China

140,000
Shares

nil

189,686 shares

Xueliang Ma

Jianye Road, Mingyang

Industry Park

National Hi-Tech Industrial Development Zone

Zhongshan, Guangdong

528437

People’s Republic of China

40,000
Shares

nil

54,196 shares

Yunshan Jin

Jianye Road, Mingyang

Industry Park

National Hi-Tech Industrial Development Zone

Zhongshan, Guangdong

528437

People’s Republic of China

300,000
Shares

nil

406,470 shares

Yanhua Li

Jianye Road, Mingyang

Industry Park

National Hi-Tech Industrial Development Zone

Zhongshan, Guangdong

528437

People’s Republic of China

100,000
Shares

nil

135,490 shares

Renjing Cao

Jianye Road, Mingyang

Industry Park

National Hi-Tech Industrial Development Zone

Zhongshan, Guangdong

528437

People’s Republic of China

150,000
Shares

nil

203,235 shares

Jiawan Cheng

Jianye Road, Mingyang

Industry Park

National Hi-Tech Industrial Development Zone

Zhongshan, Guangdong

528437

People’s Republic of China

60,000
Shares

nil

81,294 shares

Longquan Yan

Jianye Road, Mingyang

Industry Park

National Hi-Tech Industrial Development Zone

Zhongshan, Guangdong

528437

People’s Republic of China

50,000
Shares

nil

67,745 shares

Zhongmin Shen

Jianye Road, Mingyang

Industry Park

National Hi-Tech Industrial Development Zone

Zhongshan, Guangdong

528437

People’s Republic of China

153,897
Shares

nil

208,515 shares

¹	For the avoidance of doubt, the numbers set forth below are as of the date of this Agreement.

Note:

(1) In the form of ADSs.

Schedule B


Shareholders		Ordinary Shares of Parent
		1

Exhibit K

EXECUTION VERSION

SUPPORT AGREEMENT

by and among

Regal Concord Limited

and

the Shareholders listed on Schedule A hereto

Dated as of February 2, 2016

TABLE OF CONTENTS


		Page
ARTICLE I GENERAL			2

Section 1.1.	Defined Terms		2

ARTICLE II VOTING AND EXCLUSIVITY			5

Section 2.1.	Agreement to Vote; Exclusivity		5
Section 2.2.	Grant of Proxy		6
Section 2.3.	Waiver of Dissenter Rights		7

ARTICLE III REPRESENTATIONS AND WARRANTIES			7

Section 3.1.	Representations and Warranties of the Shareholders		7
Section 3.2.	Representations and Warranties of Parent		9

ARTICLE IV OTHER COVENANTS			10

Section 4.1.	Prohibition on Transfers		10
Section 4.2.	Additional Shares		10
Section 4.3.	Share Dividends, etc.		10
Section 4.4.	No Inconsistent Agreements		11
Section 4.5.	Documentation and Information		11
Section 4.6.	Further Assurances		11

ARTICLE V MISCELLANEOUS			11

Section 5.1.	Interpretation		11
Section 5.2.	Termination		12
Section 5.3.	Governing Law and Venue		12
Section 5.4.	Notices		13
Section 5.5.	Amendment		14
Section 5.6.	Extension; Waiver		14
Section 5.7.	Entire Agreement		15
Section 5.8.	No Third-Party Beneficiaries		15
Section 5.9.	Severability		15
Section 5.10.	Rules of Construction		15
Section 5.11.	Assignment		15
Section 5.12.	Specific Performance		16
Section 5.13.	Shareholder Capacity		16
Section 5.14.	No Ownership Interest		16
Section 5.15.	Costs and Expenses		16
Section 5.16.	Counterparts		16

SUPPORT AGREEMENT

This SUPPORT AGREEMENT, dated as of February 2, 2016 (this “Agreement”), by and among Regal Concord Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), and the shareholders of China Ming Yang Wind Power Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).

WHEREAS, Mr. Chuanwei Zhang, the chairman and chief executive officer of the Company (the “Chairman”) has submitted a non-binding proposal letter, dated as of November 2, 2015 (the “Proposal”), to the board of directors of the Company, which sets forth a preliminary, non-binding proposal of the Chairman to acquire all of the outstanding Ordinary Shares (as defined below) and ADSs (as defined below) not already beneficially owned by the Chairman in a going private transaction (the “Acquisition”);

WHEREAS, the Chairman and certain of his affiliates and Dajun Guangcheng (Shanghai) Capital Fund I, L.P. LOGO and Guangzhou Huifu Kaile Investment (L.P.) LOGO (the “Sponsors” and, together with the Chairman, the “Consortium Members”) have entered into a Consortium Agreement, dated as of February 2, 2016, pursuant to which the Consortium Members have agreed to, among other things, (i) form a consortium to work exclusively with one another to undertake the Acquisition and (ii) incorporate Parent and cause Parent to incorporate a direct or indirect wholly-owned subsidiary of Parent to be merged with and into the Company upon consummation of the Acquisition;

WHEREAS, in order to induce Parent and, Merger Sub and the Company to enter into the an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”), the Shareholders are entering into this Agreement; and

WHEREAS, as of the date of this Agreement, each Shareholder is the Beneficial Owner (as defined below) of the Existing Shares (as defined below) set forth opposite such Shareholder’s name on Schedule A hereto; and

WHEREAS, as a condition and inducement to the willingness of the Company to enter into the Merger Agreement, each Shareholder has agreed, upon the terms and subject to the conditions set forth herein, to enter into this Agreement and abide by the covenants and obligations set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

GENERAL

Section 1.1. Defined Terms. The following terms, as used in this Agreement, shall have the meanings set forth below.

(a) “Acquisition Proposal” means any proposal or offer relating to any of the following (other than the Acquisition): (i) any merger, reorganization, consolidation, share exchange, business combination, scheme of arrangement, amalgamation, recapitalization, liquidation, dissolution, joint venture or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute ten percent (10%) or more of the consolidated assets of the Company or to which ten percent (10%) or more of the total revenue or net income of the Company are attributable, (ii) any sale, lease, license, exchange, transfer or other disposition of assets which would result in a Third Party acquiring assets, individually or in the aggregate, constituting ten percent (10%) or more of the consolidated assets of the Company and its Subsidiaries or to which ten percent (10%) or more of the total revenue or net income of the Company and its Subsidiaries are attributable, (iii) any sale, exchange, transfer or other disposition of ten percent (10%) or more of any class of equity securities of the Company to any Third Party, (iv) any general offer, tender offer or exchange offer that, if consummated, would result in any Third Party beneficially owning ten percent (10%) or more of any class of equity securities of the Company, (v) any public solicitation of proxies in opposition to approval and adoption of a definitive agreement providing for the Acquisition and approval of the Acquisition by the Company’s shareholders or (vi) any other transaction proposed in writing to the board of directors of the Company (or any committee thereof) by any Third Party the consummation of which would reasonably be expected to prevent or materially delay the Acquisition.

(b) “Additional Shares” means Ordinary Shares, ADSs or other voting share capital of the Company with respect to which any Shareholder acquires Beneficial Ownership after the date of this Agreement (including any Ordinary Shares issued upon the exercise of any Company Options or Company Restricted Share Award or the conversion, exercise or exchange of any other securities into or for any Ordinary Shares or ADSs or otherwise).

(d) “Affiliates” of a specified person means a person who, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified person.

(e) “Beneficial Ownership” by a person of any security includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), has or shares: (i) voting power

which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 under the Exchange Act. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a person will include securities Beneficially Owned by any Affiliates of such person which are controlled by such person and any other persons with whom such person would constitute a “group” within the meaning of Section 13(d) of the Exchange Act. The terms “Beneficially Own,” “Beneficially Owned” and “Beneficial Owner” shall have correlative meanings.

(f) “Business Day” means any day on which banks are not required or authorized to close in the City of New York, the People’s Republic of China or Hong Kong.

(g) “Company Options” means each outstanding option award issued by the Company pursuant to the Share Incentive Plan that entitles the holder thereof to acquire Ordinary Shares upon the vesting of such award.

(h) “Company Restricted Share Award” means each outstanding restricted share and each restricted share unit issued by the Company pursuant to the Share Incentive Plan that entitles the holder thereof to acquire one (1) Ordinary Share upon the vesting of such award.

(i) “Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities or the possession of voting power, as trustee or executor, by contract or otherwise.

(j) “Covered Shares” means all of the Existing Shares and any Additional Shares.

(k) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(l) “Existing Shares” means with respect to a Shareholder, the Ordinary Shares and ADSs Beneficially Owned by such Shareholder as of the date hereof, as set forth opposite such Shareholder’s name on Schedule A hereto.

(m) “Governmental Authority” means any nation or government, any agency, self-regulatory body, public, regulatory or taxing authority, instrumentality, department, commission, court, arbitrator, ministry, tribunal or board of any nation or government or political subdivision thereof, in each case, whether foreign or domestic and whether national, supranational, federal, provincial, state, regional, local or municipal.

(n) “Law” means any statute, law, ordinance, code or any award, writ, injunction, determination, rule, regulation, judgment, decree or executive order.

(o) “Liens” means any security interest, pledge, hypothecation, mortgage, lien (including environmental and tax liens), violation, charge, lease, license, encumbrance, servient easement, adverse claim, reversion, reverter, preferential arrangement, restrictive covenant, condition or restriction of any kind, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.

(p) “Ordinary Shares” means ordinary shares, par value US$0.001 per share, of the Company.

(q) “Permitted Transfer” means a Transfer of any Covered Shares by any Shareholder to (i) an Affiliate of such Shareholder which is wholly owned by such Shareholder, (ii) a member of such Shareholder’s immediate family or a trust for the benefit of such Shareholder’s or any member of such Shareholder’s immediate family, (iii) any heir, legatees, beneficiaries and/or devisees of such Shareholder or (iv) Parent or any of its Affiliates; provided that, in each case (other than clause (iv)), such transferee agrees to execute, prior to or concurrently with such Transfer, a Joinder Agreement in the form attached hereto as Exhibit A, which Joinder Agreement shall be binding on such transferee.

(r) “Representatives” means, with respect to any party, such party’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents and other representatives.

(s) “Share Incentive Plans” means, the Company’s 2010 Equity Incentive Plan (as amended on September 1, 2013 as may be amended, supplemented, restated or otherwise modified.

(t) “Subsidiary” means of any person means any legal entity (i) of which such person or any other Subsidiary of such person is a general or managing partner, (ii) the outstanding voting securities or interests of which, having by their terms ordinary voting power to elect a majority of the board of directors or other body performing similar functions with respect to such corporation or other organization, are directly or indirectly owned or controlled by such person or by any one or more of its Subsidiaries or (iii) of which such person controls through contractual arrangements.

(u) “Third Party” means any person or “group” (as defined under Section 13(d) of the Exchange Act) of persons, other than Parent or the Company or any of their respective Affiliates or Representatives.

(v) “Transfer” means, directly or indirectly, to sell, transfer, offer, exchange, assign, pledge, encumber, hypothecate or otherwise dispose of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other agreement with respect to any sale, transfer, offer, exchange, assignment, pledge, encumbrance, hypothecation or other disposition.

(w) “Unvested Company Option” means any Company Option that is not a Vested Company Option.

(x) “Vested Company Option” means any Company Option that shall have become vested on or prior to the closing of the Acquisition in accordance with the terms of such Company Option.

ARTICLE II

VOTING AND EXCLUSIVITY

Section 2.1. Agreement to Vote; Exclusivity .

(a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms (the “Term”), each Shareholder hereby irrevocably and unconditionally agrees that at any annual or extraordinary general meeting of the shareholders of the Company and at any other meeting of the shareholders of the Company, however called, including any adjournment, recess or postponement thereof, in connection with any written consent of the shareholders of the Company and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of the Company is sought, it shall, and shall cause any holder of record of its Covered Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto:

(i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat in accordance with procedures applicable to such meeting so as to ensure such Shareholder is duly counted for purposes of calculating a quorum and for purposes of recording the result of any applicable vote or consent and respond to each request by the Company for written consent, if any; and

(ii) vote (or cause to be voted), whether on a show of hands or a poll and whether in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of its Covered Shares (A) in favor of the approval, adoption and authorization of any definitive agreement providing for the Acquisition and the approval of the transactions contemplated by such definitive agreement (including the Acquisition), (B) in favor of any other matter necessary to the consummation of the Acquisition) or otherwise reasonably requested by Parent in order to consummate the Acquisition), (C) against any Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to the Acquisition or in competition or inconsistent with the Acquisition, and (D) against any other action, agreement or transaction that is intended, that could, or the effect of which could, facilitate an Acquisition Proposal or impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition or the performance by such Shareholder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Acquisition), (ii) a sale, lease or transfer of a material amount of assets of the Company or any Subsidiary of the Company or a reorganization, recapitalization or liquidation of the Company or

any Subsidiary of the Company, (iii) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in any definitive agreement providing for the Acquisition, (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum or articles of association, except if approved in writing by Parent, (v) any other action that would require the consent of Parent pursuant to any definitive agreement providing for the Acquisition, except if approved in writing by Parent, or (vi) any other material change in the Company’s corporate structure or business, except if approved in writing by Parent.

(b) Each Shareholder further irrevocably and unconditionally agrees that, during the Term, it shall not, directly or indirectly, either alone or with any of its Representatives (i) make an Acquisition Proposal or join with, or invite, any other person to be involved in the making of an Acquisition Proposal, (ii) provide any information to any Third Party with a view to such Third Party or any other person pursuing or considering to pursue an Acquisition Proposal, (iii) finance or offer to finance any Acquisition Proposal, including by offering any equity or debt financing, or contribution of any Covered Shares or provision of a voting agreement, in support of any Acquisition Proposal, or (iv) solicit, encourage or facilitate, or induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any person (other than Parent and its Affiliates) regarding, an Acquisition Proposal or any of the matters described in Section 2.1(a) or this Section 2.1(b).

(c) During the Term, each Shareholder shall retain at all times the right to vote or consent with respect to such Shareholder’s Covered Shares in such Shareholder’s sole discretion and without any other limitation on those matters, other than those matters described in Section 2.1(a) that are at any time or from time to time presented for consideration to shareholders of the Company generally.

(d) During the Term, the obligations of each Shareholder set forth in this Section 2.1 are irrevocable.

Section 2.2. Grant of Proxy. Each Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or any designee of Parent, and each of them individually, as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Shareholder’s name, place and stead, to vote, act by written consent or execute and deliver a proxy, solely in respect of the matters described in, and in accordance with, Section 2.1(a) hereof, and to vote or grant a written consent during the Term with respect to the Covered Shares as provided in Section 2.1(a) hereof. This proxy and power of attorney is given in connection with, and in consideration of, the time and resources that have been and will be expended by Parent in connection with the Proposal and the Acquisition and to secure the performance of the duties and obligations of such Shareholder owed to Parent under this Agreement. Each Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the time and resources that have been and will be expended by Parent in connection with the Acquisition and (ii) executed and intended to be irrevocable in

accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted by the Shareholder with respect to the Covered Shares and no subsequent proxy shall be given by such Shareholder (and if given shall be ineffective). Each Shareholder shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by the Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement in accordance with its terms.

Section 2.3. Waiver of Dissenter Rights. Each Shareholder hereby irrevocably and unconditionally waives, and agrees to cause to be waived and to prevent the exercise of, any dissenters’ rights, rights of appraisal and any similar rights relating to the Acquisition that such Shareholder or any other person may have by virtue of, or with respect to, any of the Covered Shares.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1. Representations and Warranties of the Shareholders. Each Shareholder represents and warrants to Parent, severally and not jointly, and solely as to itself and its Covered Shares, as follows:

(a) Capacity; Authorization; Validity of Agreement; Necessary Action. Such Shareholder has the legal capacity and all requisite power and authority to execute and deliver this Agreement and perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized (if applicable), executed and delivered by such Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Parent, constitutes a legal, valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”).

(b) Ownership. Each Shareholder is the sole Beneficial Owner of and has good and valid title to the Existing Shares set forth opposite its name in Schedule A hereto, free and clear of any Liens, other than any Liens pursuant to this Agreement, or arising under the memorandum or articles of association of the Company and transfer restrictions imposed by generally applicable securities Laws. As of the date of this Agreement, subject to the last sentence of this Section 3.1(b), such Shareholder’s Existing Shares listed in Schedule A hereto constitute all of the Ordinary Shares, ADSs, Company Options and Company Restricted Share Awards (and any other options or other

securities convertible, exercisable or exchangeable into or for any Ordinary Shares or ADSs) Beneficially Owned or owned of record by such Shareholder. Such Shareholder is and will be the sole record holder and Beneficial Owner of the Covered Shares (unless such Covered Shares are Transferred via a Permitted Transfer) and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Agreement with respect to the Covered Shares. Such Shareholder has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement, in each case with respect to any of such Shareholder’s Existing Shares and with respect to all of the Covered Shares Beneficially Owned by the Shareholder at all times through the consummation of the Acquisition. As of the date of this Agreement, such Shareholder owns the Company Options and Company Restricted Share Units set forth opposite such Shareholder’s name in Schedule A hereto.

(c) Non-Contravention; No Conflicts. Except as would not, individually or in the aggregate, be expected to be adverse to the ability of such Shareholder to timely perform any of its obligations hereunder in any material respect, (i) no filing or notice by such Shareholder with or to any Governmental Authority, and no authorization, consent, permit or approval from any Governmental Authority or any other person is necessary for the execution and delivery of this Agreement (including the proxy granted pursuant to Section 2.2 hereof) by such Shareholder or the performance by such Shareholder of such Shareholder’s obligations herein, (ii) the execution and delivery of this Agreement by such Shareholder do not, and the performance by such Shareholder of such Shareholder’s obligations under this Agreement and the consummation by such Shareholder of the transactions contemplated by this Agreement, will not (1) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or loss of any material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon such Shareholder’s assets or properties under, any provision of (A) any contract, agreement or other instrument to which the Shareholder is party or by which any of such Shareholder’s assets or properties is bound, or (B) any judgment, order, injunction, decree or Law applicable to such Shareholder or such Shareholder’s assets or properties or (2) require any consent of, registration, declaration or filing with, notice to or permit from any Governmental Authority.

(d) No Inconsistent Agreements. Except for this Agreement and the Consortium Agreement dated as of February 2, 2016, by and among Chairman and certain of his affiliates, Dajun Guangcheng (Shanghai) Capital Fund I, L.P. LOGO and Guangzhou Huifu Kaile Investment (L.P.) LOGO (to the extent that such Shareholder is a party thereto), such Shareholder has not: (i) entered into any contract, agreement or other instrument, voting agreement, voting trust or similar agreement with respect to any of the Covered Shares, (ii) granted any irrevocable proxy, consent or power of attorney with respect to any of the Covered Shares or (iii) taken any action that would constitute a breach hereof, make any representation or warranty of such Shareholder set forth in this

Article III untrue or incorrect in any material respect or have the effect of preventing or disabling such Shareholder from performing in any material respect any of its obligations under this Agreement. Such Shareholder understands and acknowledges that Parent has expended, and is continuing to expend, time and resources in connection with the Acquisition in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Shareholder contained herein.

(e) No Action. There are no proceedings, claims, actions, suits or governmental or regulatory investigations pending or, to the knowledge of such Shareholder, threatened against such Shareholder that could impair the ability of such Shareholder to timely perform his obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

Section 3.2. Representations and Warranties of Parent. Parent represents and warrants to each Shareholder, each and all of which shall be true and correct as of the date of this Agreement and as of the Closing:

(a) Organization, Standing and Authority. Parent is duly organized, validly existing and in good standing under the laws of the British Virgin Islands and has all corporate power and authority to execute, deliver and perform this Agreement. The execution and delivery by Parent of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement have been duly and validly authorized by Parent, and no other actions or proceedings on the part of Parent are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming this Agreement constitutes a valid and binding obligation of each Shareholder, constitutes a legal, valid and binding agreement of Parent enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(b) Non-Contravention; No Conflicts. Except as would not, individually or in the aggregate, be expected to be adverse to the ability of Parent to timely perform any of its obligations hereunder in any material respect, (i) no filing or notice by Parent with or to any Governmental Authority, and no authorization, consent, permit or approval from any Governmental Authority or any other person is necessary for the execution and delivery of this Agreement by Parent or the performance by Parent of Parent’s obligations herein, (ii) the execution and delivery of this Agreement by Parent does not, and the performance by Parent of its obligations under this Agreement and the consummation by Parent of the transactions contemplated by this Agreement, will not (1) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or loss of any material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon Parent’s assets or properties under, any provision of (A) any contract, agreement or other instrument to which Parent

is party or by which any of Parent’s assets or properties is bound, or (B) any judgment, order, injunction, decree or Law applicable to Parent or Parent’s assets or properties or (2) require any consent of, registration, declaration or filing with, notice to or permit from any Governmental Authority.

ARTICLE IV

OTHER COVENANTS

Section 4.1. Prohibition on Transfers.

(a) Subject to the terms of this Agreement, during the Term, each Shareholder covenants and agrees not to Transfer any of its Covered Shares, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein, unless such Transfer is a Permitted Transfer. Any attempted Transfer of shares or any interest therein, in violation of this Section 4.1 shall be null and void ab initio.

(b) With respect to each Shareholder, this Agreement and the obligations hereunder shall attach to the Covered Shares and shall be binding upon any person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, the Shareholder’s successors or assigns. No Shareholder may request that the Company or the Company’s depositary bank register the Transfer of (book-entry or otherwise) any or all of the Covered Shares (whether represented by a certificate or uncertificated), unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Shares, the transferor shall remain liable for the performance of all of the obligations of the Shareholder under this Agreement.

Section 4.2. Additional Shares. Each Shareholder covenants and agrees to notify Parent and the Company in writing of the number of Additional Shares acquired by each Shareholder after the date hereof as soon as practicable, but in no event later than five (5) Business Days, after such acquisition. Any such Additional Shares shall automatically become subject to the terms of this Agreement and shall constitute Covered Shares for all purposes of this Agreement.

Section 4.3. Share Dividends, etc. In the event of a reclassification, recapitalization, reorganization, share split (including a reverse share split) or combination, exchange or readjustment of shares, change in ratio of ADSs to Ordinary Shares, or other similar transaction, or if any share dividend, subdivision or distribution (including any dividend or distribution of securities convertible into or exchangeable for Ordinary Shares) is declared, in each case affecting the Covered Shares, the term “Covered Shares” shall be deemed to refer to and include such shares as well as all such share dividends and distributions and any securities of the Company into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

Section 4.4. No Inconsistent Agreements. Except for this Agreement, without the prior written consent of Parent, no Shareholder shall (a) enter into any contract or other instrument, option or other agreement with respect to, or consent to, a Transfer of, any of the Covered Shares, Beneficial Ownership thereof or any other interest therein, (b) create or permit to exist any Lien that could prevent such Shareholder from voting the Covered Shares in accordance with this Agreement or from complying in all material respects with the other obligations under this Agreement, other than any restrictions imposed by applicable Law on such Covered Shares, (c) enter into any voting or similar agreement with respect to the Covered Shares or grant any proxy, consent or power of attorney with respect to any of the Covered Shares (other than as contemplated by Section 2.1(a) hereof) or (d) take any action, directly or indirectly, that could (i) result in a breach hereof, (ii) make any representation or warranty of such Shareholder set forth in Article III untrue or incorrect in any material respect or (iii) impede, interfere with, delay, postpone, discourage or adversely affect the Proposal, the Acquisition, this Agreement or the performance by such Shareholder of its obligations under this Agreement.

Section 4.5. Documentation and Information. Each Shareholder (i) consents to and authorizes the publication and disclosure by Parent of such Shareholder’s identity and holding and Beneficial Ownership of the Covered Shares and the nature of its commitments and obligations under this Agreement in any disclosure required by the SEC or other Governmental Authority, including, without limitation, an amendment to Schedule 13D relating to the Proposal and this Agreement and a Schedule 13E-3 and proxy statement with respect to the Acquisition, and (ii) agrees promptly to give to Parent any information Parent may reasonably request for the preparation of any such disclosure documents so long as such information is required by Law to be disclosed therein. Each Shareholder shall promptly notify Parent of any required corrections with respect to any written information supplied by each Shareholder specifically for use in any such disclosure document, if and to the extent that any shall have become false or misleading in any material respect. None of the parties hereto shall issue any press release or make any other public statement with respect to the transactions contemplated by this Agreement without the prior written consent of Parent, except as such release or statement may be required by applicable Law or the rules and regulations of any national securities exchange or Governmental Authority of competent jurisdiction.

Section 4.6. Further Assurances. From time to time, at the request of Parent and without further consideration, each Shareholder, solely in his capacity as a shareholder of the Company, shall take all further action, and execute and deliver or cause to be executed or delivered such additional documents, as may be reasonably necessary to consummate and make effective, in the most expeditious manner practicable, the Acquisition and the other transactions contemplated by this Agreement.

ARTICLE V

MISCELLANEOUS

Section 5.1. Interpretation. Unless the express context otherwise requires:

(a) The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not

to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” All terms defined in this Agreement shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time, amended, qualified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. All electronic communications from a person shall be deemed to be “written” for purposes of this Agreement.

(b) the captions, headings and arrangements used in this Agreement are for convenience only and do not in any way affect, limit, amplify or modify the terms and provisions hereof; and

Section 5.2. Termination. As between Parent, on the one hand, and a Shareholder, on the other hand, this Agreement and all obligations hereunder (other than as set forth in the following sentence) shall automatically terminate on the earliest to occur of (i) the consummation of the Acquisition and (ii) the termination of the Merger Agreement in accordance with its terms. Upon termination of this Agreement, the rights and obligations of Parent, on the one hand, and such Shareholder, on the other hand, will terminate and become void without further action by either of them except for the provisions of Article V, which will survive such termination indefinitely. For the avoidance of doubt, the termination of this Agreement shall not relieve any party of liability for any breach prior to such termination. All representations and warranties in this Agreement shall survive any termination of this Agreement.

Section 5.3. Governing Law and Venue.

(a) This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Acquisition, the rights provided in Section 238 of the Companies Law (2013 Revision) of the Cayman Islands, the fiduciary or other duties of the board of directors of the

Company and the internal corporate affairs of the Company. All Actions arising under the laws of the State of New York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

(b) EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.3.

Section 5.4. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt, provided that if such notice is not received during normal business hours, then on the next Business Day) by delivery in person, by telecopy or by registered or certified mail (postage prepaid, return receipt requested) to Parent (if delivered by a Shareholder) or to such Shareholder (as applicable) at the following addresses (or at such other address shall be specified by such party hereto in a notice given in accordance with this Section 5.4):

if to Parent, to:

Unit 201, 2/F, Malaysia Building

50 Gloucester Road

Wanchai, Hong Kong

Attention: Nana Wong

Telephone: +852-25275497

with a copy to:

Simpson Thacher & Bartlett

35/F ICBC Tower

3 Garden Road

Central, Hong Kong

Attention: Leiming Chen

Facsimile: + (852) 2869-7694

Email: lchen@stblaw.com

if to the Company, to:

China Ming Yang Wind Power Group Limited

Ming Yang Industrial Park, 22 Torch Road

Torch Development Zone

Zhongshan, Guangdong, P.R. China

Attention: Ricky Ng

Facsimile: + 86-760-2813-8214

Email: ricky.ng@mywind.com.cn

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

1 Jianguomenwai Avenue

Beijing 100004, PRC

Attention: Peter X. Huang, Esq.

Facsimile: + 86-10-6535-5577

Email: peter.huang@skadden.com

if to a Shareholder, at the address set forth on such Shareholder’s signature page, attached hereto.

Section 5.5. Amendment. This Agreement may not be amended, modified or supplemented except by an instrument in writing signed by Parent and each Shareholder, and with the Company’s prior written consent (not to be unreasonably withheld), if such amendment, alteration or supplement would adversely effect in any material respect the ability of Parent or Merger Sub to consummate the transaction contemplated by the Merger Agreement in accordance therewith.

Section 5.6. Extension; Waiver. At any time before the termination of this Agreement, Parent, on the one hand, and a Shareholder, on the other hand, may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained in this Agreement or in any document delivered under this Agreement or (c) waive compliance with any of the covenants or conditions contained in this Agreement. Any agreement on the part of a party to any extension or waiver shall be valid only if specifically set forth in an instrument in writing signed by such

party. The failure of any party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement. Notwithstanding the foregoing, no waiver shall be effective absent the Company’s prior written consent.

Section 5.7. Entire Agreement. This Agreement constitutes the sole and entire agreement of each Shareholder or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. No representation, warranty, inducement, promise, understanding or condition not set forth in this Agreement has been made or relied upon by any of the parties to this Agreement.

Section 5.8. No Third-Party Beneficiaries. This Agreement is for the sole benefit of, shall be binding upon, and may be enforced solely by Parent and each Shareholder and nothing in this Agreement, express or implied, is intended to or shall confer upon any person (other than Parent and each Shareholder) any legal or equitable right, benefit or remedy of any nature whatsoever; provided, however, that the Company is an express third party beneficiary of this Agreement and shall be entitled to specific performance of the terms hereof, including an injunction, temporary restraining order or other equitable relief, to prevent breaches of this Agreement by the parties hereto, in addition to any other remedy at law or equity.

Section 5.9. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any party or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 5.10. Rules of Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provisions of this Agreement.

Section 5.11. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by operation of Law (including, but not limited to, by merger or consolidation) or otherwise by any of the parties without the prior written consent of the other parties and the Company. Any assignment in violation of the preceding sentence shall be void ab initio. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.

Section 5.12. Specific Performance. The parties hereto agree that the obligations imposed on them in this Agreement are special, unique and of an extraordinary character and irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly each party to this Agreement and the Company (a) shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the forum described in Section 5.3, without proof of damages or otherwise, this being in addition to any other remedy at law or in equity, and (b) hereby waives any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) any other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 5.13. Shareholder Capacity. Notwithstanding anything contained in this Agreement to the contrary, the representations, warranties, covenants and agreements made herein by a Shareholder are made solely with respect to such Shareholder and the Covered Shares. Each Shareholder is entering into this Agreement solely in its capacity as the Beneficial Owner of such Covered Shares, and nothing herein shall limit or affect any actions taken by such Shareholder solely in his capacity as a director or officer of the Company (or a Subsidiary of the Company), including participating in his capacity as a director or officer of the Company in any discussions or negotiations with Parent. Nothing contained herein, and no action taken by such Shareholder pursuant hereto, shall be deemed to constitute the parties as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the parties hereto are in any way acting in concert or as a group with respect to the obligations or the transactions contemplated by this Agreement.

Section 5.14. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or the Company any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the relevant Shareholder, and Parent and the Company shall have no authority to direct such Shareholder in the voting or disposition of any of the Covered Shares, in each case, except to the extent expressly provided herein.

Section 5.15. Costs and Expenses. All costs and expenses (including all fees and disbursements of counsel, accountants, investment bankers, experts and consultants to a party) incurred in connection with this Agreement shall be paid by the party incurring such costs and expenses.

Section 5.16. Counterparts. This Agreement may be executed and delivered (including by electronic or facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signature page follows]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.


REGAL CONCORD LIMITED

By:		/s/ Chuanwei Zhang
		Name: Chuanwei Zhang Title: Director

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.


CHUANWEI ZHANG

/s/ Chuanwei Zhang
Address for notice pursuant to Section 5.4:




Fax:
Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.


FIRST WINDY INVESTMENT CORP.

By:		/s/ Chuanwei Zhang
		Name: Chuanwei Zhang
		Title: Director

Address for notice pursuant to Section 5.4:




Fax:
Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.

LING WU

/s/ Ling Wu

Address for notice pursuant to Section 5.4:

Fax:

Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.


RICH WIND ENERGY THREE CORP.

By:		/s/ Ling Wu
		Name: Ling Wu
		Title: Director

Address for notice pursuant to Section 5.4:




Fax:
Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.


YUAN LI

/s/ Yuan Li

Address for notice pursuant to Section 5.4:




Fax:
Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.




Address for notice pursuant to Section 5.4:




Fax:
Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.

CAI STEPHANIE YE

/s/ Cai Stephanie Ye

Address for notice pursuant to Section 5.4:

Fax:

Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.


SCGC CAPITAL HOLDING COMPANY LIMITED

By:		/s/ Zewang Ni
		Name: Zewang Ni
		Title: Chairman

Address for notice pursuant to Section 5.4:

Fax:

Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.


IRONMONT INVESTMENT CO., LTD.

By:		/s/ Cheng Xie
		Name: Cheng Xie
		Title: Director

Address for notice pursuant to Section 5.4:

Fax:

Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.

JINFA WANG

/s/ Jinfa Wang

Address for notice pursuant to Section 5.4:

Fax:

Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.

JIANREN WEN

/s/ Jianren Wen

Address for notice pursuant to Section 5.4:

Fax:

Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.

GUOMIN CHEN

/s/ Guomin Chen

Address for notice pursuant to Section 5.4:

Fax:

Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.

XUELIANG MA

/s/ Xueliang Ma

Address for notice pursuant to Section 5.4:

Fax:

Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.

YUNSHAN JIN

/s/ Yunshan Jin

Address for notice pursuant to Section 5.4:

Fax:

Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.

YANHUA LI

/s/ Yanhua Li

Address for notice pursuant to Section 5.4:

Fax:

Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.

RENJING CAO

/s/ Renjing Cao

Address for notice pursuant to Section 5.4:

Fax:

Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.

JIAWAN CHENG

/s/ Jiawan Cheng

Address for notice pursuant to Section 5.4:

Fax:

Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.

LONGQUAN YAN

/s/ Longquan Yan

Address for notice pursuant to Section 5.4:

Fax:

Email:

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on the day and year first above written.

ZHONGMIN SHEN

/s/ Zhongmin Shen

Address for notice pursuant to Section 5.4:

Fax:

Email:

[Signature Page to Support Agreement]

Exhibit A

JOINDER AGREEMENT

This Joinder Agreement (“Joinder Agreement”) is executed by the undersigned (the “Transferee”) pursuant to the terms of that certain Voting Agreement dated as of [date], 2016 (the “Agreement”) by and among Parent and the Shareholders named therein. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement.

By the execution of this Joinder Agreement, the Transferee agrees as follows:

(a) Acknowledgment. Transferee acknowledges that Transferee is acquiring certain Covered Shares subject to the terms and conditions of the Agreement.

(b) Agreement. Transferee (i) agrees that the Covered Shares acquired by Transferee shall be bound by and subject to the terms of the Agreement, (ii) hereby adopts the Agreement with the same force and effect as if Transferee were originally a party thereto and (iii) agrees to be subject to the obligations and restrictions of the Shareholder thereunder.

(c) Notice. Any notice required or permitted by the Agreement shall be given to Transferee at the address listed beside Transferee’s signature below.

[Signature Page Follows]

Exhibit A

EXECUTED AND DATED this day of .

TRANSFEREE:

By:

Name and Title

Address:

Fax:


Accepted and Agreed:

REGAL CONCORD LIMITED

By:
		Title:

Exhibit A

SCHEDULE A


Shareholder	Number of Existing Shares		Number of ADSs
Chuanwei Zhang		—		3,158,293
First Windy Investment Corp.		8,976,300		—
Ling Wu		20,539,306		—
Rich Wind Energy Three Corp.		19,755,000		—
Yuan Li		7,605,163		—
Eapard Investment Management Co., Ltd.		550,000		—
CAI Stephanie Ye		286,896		—
SCGC Capital Holding Company Limited		—		4,000,000
Ironmont Investment Co., Ltd.		—		3,653,900
Jinfa Wang		690,000		—
Jianren Wen		320,000		—
Guomin Chen		140,000		—
Xueliang Ma		40,000		—
Yunshan Jin		300,000		—
Yanhua Li		100,000		—
Renjing Cao		150,000		—
Jiawan Cheng		60,000		—
Longquan Yan		50,000		—
Zhongmin Shen		153,897		—

Schedule A

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MY China Ming Yang Wind Power Grp. Limited American Depositary Shares, Each Representing One Ordinary Share $0.001 Par Value