EX-10.11 2 a2222151zex-10_11.htm EX-10.11

Exhibit 10.11

 

This Share Exchange Agreement (this “Agreement”) is entered into on September 12, 2013

 

BETWEEN:

 

(1)                                 The persons whose names and addresses are set forth in Schedule 1 hereto (the “Shareholders”);

 

(2)                                 Sky Solar Holdings Co., Ltd., a company organized under the laws of the Cayman Islands (“SSH”); and

 

(3)                                 Sky Power Group Ltd., a company organized under the laws of the Cayman Islands (“SPG”).

 

RECITALS:

 

(A)                               The Shareholders are shareholders of SSH and SPG is a wholly-owned subsidiary of SSH.

 

(B)                               SSH desires to repurchase certain ordinary shares and preferred in SSH held by the Shareholders in consideration for the issuance of certain ordinary shares and preferred in SPG, and the Shareholders desire to acquire shares in SPG in consideration for shares in SSH.

 

OPERATIVE PROVISIONS

 

1.                                      Agreement to Sell and Purchase Shares

 

1.1.                            On and subject to the terms of this Agreement, each Shareholders hereby agrees to sell to SSH, and SSH hereby agrees to purchase from such Shareholder, free from any and all encumbrances, the shares in SSH set forth opposite such Shareholder’s name in Schedule 1 (the “SSH Shares”).  The consideration payable by SSH to each Shareholder for such Shareholder’s SSH Shares shall be the issue and allotment by SPG to such Shareholder the shares in SPG set forth opposite such Shareholders’ name in Schedule 1 (the “SPG Shares”), credited as fully paid.

 

1.2.                            Schedule 2 hereto sets forth the capitalization table of SPG immediately following the completion.

 

2.                                      Completion

 

2.1.                            Completion shall take place at the offices of SSH’s principal place of business immediately after execution of this Agreement. For the avoidance of doubt, Completion is conditioned upon the execution and effectiveness of (i) that certain registration rights agreement, dated on or about the date hereof, among SPG and the shareholders named therein, which replaces the prior registration rights agreement among SSH and the shareholders named therein, and (iii) that certain shareholders’ agreement, dated on or

 


 

about the date hereof, among SPG and the shareholders named therein, which replaces the prior shareholders’ agreement among SSH and the shareholders named therein.

 

2.2.                            At completion:

 

(a)                                 each Shareholder shall deliver to SSH a duly executed instrument of share transfer regarding the SSH Shares held by such Shareholder in favor of SSH; and

 

(b)                                 SPG shall issue and allot SPG Shares, credited as fully paid, to each Shareholder as set forth in Clause 1.1 above;

 

3.                                      Warranties and Covenants

 

3.1.                            Each of SSH and SPG hereby represents and warrants to and agrees with the Shareholders that (i) it has full power and authority and has obtained all necessary consents waivers and consents to enter into and perform its obligations under this Agreement and any agreement to be entered into by it as herein mentioned, and (ii) immediately following completion of the transactions contemplated hereunder, other than a 49% interest in China New Era International Limited (the book value of which is zero), SPG will directly or indirectly own any and all assets and properties that are directly or indirectly owned by SSH through SPG immediately prior to completion of the transactions contemplated hereunder; and

 

3.2.                            Each Shareholder hereby represents warrants and undertakes to SSH and SPG that

 

(a)                                 such Shareholder has full power and authority and has obtained all necessary consents waivers and consents to enter into and perform the obligations to be performed by such Shareholder under this Agreement and any agreement to be entered into by such Shareholder as herein mentioned; and

 

(b)                                 such Shareholder is the sole legal and beneficial owner of the number of SSH Shares set forth opposite such Shareholder’s name in Schedule 1 hereto, in each case free from any and all encumbrances.

 

4.                                      Survival of Agreement

 

This Agreement (and in particular the warranties representations covenants agreements and undertakings of the Shareholders hereunder) shall, insofar as the terms hereof remain to be performed or are capable of subsisting, remain in full force and effect after and notwithstanding completion.

 

5.                                      Successors and Assigns

 

This Agreement shall not be assignable by the Shareholders (save as expressly permitted herein) but shall be binding upon and enure for the benefit of each party’s successors in title.

 


 

6.                                      General

 

6.1.                            Each party hereto agrees to perform any further acts and execute and deliver any document that may be reasonably necessary to carry out the intent of this Agreement.

 

6.2.                            This Agreement shall bind and inure to the benefit of the successors and assigns of the parties hereto.

 

6.3.                            This Agreement may be amended at any time by the written agreement and consent of the parties hereto.

 

6.4.                            This Agreement shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region (“Hong Kong”), without regard to conflict of law provisions.  The parties hereto hereby submit to the non-exclusive jurisdiction of the courts of Hong Kong.

 

6.5.                            This Agreement, including such other agreements referred to herein, constitutes the entire agreement and understanding among the parties pertaining to the subject matter hereof and supersedes any and all prior agreements, whether written or oral, relating thereto.

 

6.6.                            Introductory headings at the beginning of each clause of this Agreement are solely for the convenience of the parties and shall not be deemed to be a limitation upon or description of the contents of any such clause.  The use of the word “including” in this Agreement will be by way of example rather than by limitation.

 

6.7.                            This Agreement may be executed in counterparts, which, when taken together, shall constitute one and the same instrument.

 


 

IN WITNESS whereof this Agreement has been duly executed by each of the parties the day and year first before written.

 

 

SSH:

 

 

 

Sky Solar Holdings Co., Ltd.

 

 

 

 

 

By:

/s/ Weili Su

 

Name:

Weili Su

 

Title:

Director

 

 

 

SPG:

 

 

 

Sky Power Group Ltd.

 

 

 

 

 

By:

/s/ Weili Su

 

Name:

Weili Su

 

Title:

Director

 

 


 

IN WITNESS whereof this Agreement has been duly executed by each of the parties the day and year first before written

 

Shareholders:

 

 

FLASH BRIGHT POWER LTD.

 

 

 

 

 

By:

/s/ Weili Su

 

Name:

Weili Su

 

Title:

Director

 

 

 

 

 

JOLMO SOLAR CAPITAL LTD

 

 

 

 

 

By:

/s/ Xiaoguang Duan

 

Name:

Xiaoguang Duan

 

Title:

Director

 

 

 

 

 

SOLAR EMPIRE GROUP LIMITED

 

 

 

 

 

By:

/s/ Jinchao Zhang

 

Name:

Jinchao Zhang

 

Title:

Director

 

 

 

 

 

ECO-ENERGY GROUP LTD

 

 

 

 

 

By:

/s/ Wei Liu

 

Name:

Wei Liu

 

Title:

Director

 

 

 

/s/ Hong Chen

 

HONG CHEN

 

 

 

 

 

/s/ Ronghui Zhang

 

RONGHUI ZHANG

 

 

 

 

 

/s/ Rui Chen

 

RUI CHEN

 

 

 

 

 

MANFUL WORLDWIDE LIMITED

 

 

 

 

 

By:

/s/ Weili Su

 

 

 

Name: Weili Su

 

Title: Director

 

 

 

 

 

/s/ Shubin Zhang

 

SHUBIN ZHANG

 

 

 

 

 

/s/ Wei Liu

 

WEI LIU

 

 

 

 

 

/s/ Li Chen

 

LI CHEN

 

 

 

 

 

/s/ Zongmeng Yang

 

ZONGMENG YANG

 

 


 

/s/ Minquan Fu

 

MINQUAN FU

 

 

 

 

 

KEY POINT SUCCESS LIMITED

 

 

 

 

 

By:

/s/ Weili Su

 

Name: Weili Su

 

Title: Director

 

 

 

 

 

SUNKEEN CONSULTANTS LIMITED

 

 

 

 

 

By:

/s/ Weili Su

 

Name: Weili Su

 

Title: Director

 

 

 

 

 

TRUMP MASTER ENTERPRISES LIMITED

 

 

 

 

 

By:

/s/ Weili Su

 

Name: Weili Su

 

Title: Director

 

 

 

 

 

/s/ Weili Su

 

Harvest Element Corporation

 

 

 

 

 

/s/ Weili Su

 

Nexus Prosperity Limited

 

 

 

 

 

/s/ Jing Kang

 

JING KANG

 

 

 

 

 

CITYLAND INVESTMENT INNOVATIONS LIMITED

 

 

 

 

 

By:

/s/ Tiantian Jiang

 

Name: Tiantian Jiang

 

Title: Director

 

 


 

IDG-ACCEL CHINA CAPITAL L.P.

 

By: IDG-Accel China Capital Associates L.P., its General Partner

 

By: IDG-Accel China Capital GP Associates Ltd., its General Partner

 

 

 

By:

/s/ Chi Sing Ho

 

Name: Chi Sing Ho

 

Title: Authorized Signatory

 

 

 

 

 

IDG-ACCEL CHINA CAPITAL INVESTORS L.P.

 

By: IDG-Accel China Capital Associates L.P., its General Partner

 

By: IDG-Accel China Capital GP Associates Ltd., its General Partner

 

 

 

By:

/s/ Chi Sing Ho

 

Name: Chi Sing Ho

 

Title: Authorized Signatory

 

 


 

CES HOLDING LTD.

 

 

 

By:

/s/ Xiaoguang Duan

 

Name: Xiaoguang Duan

 

Title: Authorized Signatory

 

 


 

SINO-CENTURY HX INVESTMENTS LIMITED

 

 

 

By:

/s/ Hao Wu

 

Name: Hao Wu

 

Title: Authorized Signatory

 

 

 

 

 

PERMAL SELECT OPPORTUNITIES LTD.

 

 

 

By:

/s/ Judy Tchou

 

Name: Judy Tchou

 

Title: Authorized Signatory