Equity Transfer Agreement, dated December 6, 2017, by and between KNSN Pipe & Pile Company Limited and Hyster-Yale Acquisition Holding LTD Regarding Zhejiang Maximal Forklift Co., LTD. is attached hereto

SECTION 1.1DEFINED TERMS    1

SECTION 1.2    ADDITIONAL DEFINITIONS    9

SECTION 2.1SELLER    9

SECTION 2.2BUYER    9

SECTION 3.1PURCHASE AND SALE OF EQUITY INTEREST    10

SECTION 3.2PURCHASE PRICE    10

SECTION 3.3PAYMENT OF THE PURCHASE PRICE    10

SECTION 4.1BOARD RESOLUTION AND SHAREHOLDER RESOLUTION    11

SECTION 4.2WAIVER OF RIGHT OF FIRST REFUSAL; SHAREHOLDERS AGREEMENT    11

SECTION 4.3BOARD OF DIRECTORS    12

SECTION 4.4MOFCOM FILING    12

SECTION 4.5SAIC REGISTRATION    12

SECTION 4.6SAFE REGISTRATION    13

SECTION 4.7OTHER REGISTRATIONS    13

SECTION 5.1REPRESENTATIONS AND WARRANTIES OF BUYER    13

SECTION 5.2REPRESENTATIONS AND WARRANTIES OF SELLER    14

SECTION 6.1COVENANTS FOR THE INTERIM PERIOD    27

SECTION 6.2    THE REMAINING EQUITY INTEREST OF THE TARGET COMPANY    29

SECTION 6.3TRANSFER OF SAMUK    30

SECTION 6.4CARVE-OUT OF SHENZHEN MAXIMAL AND SHANGHAI MAXIMAL    30

SECTION 6.5INTERCOMPANY INDEBTEDNESS    31

SECTION 6.6RELATED AND THIRD PARTY GUARANTEES    31

SECTION 6.7ADOPTION OF COMPLIANCE CONTROL MEASURES    32

SECTION 6.8CERTAIN TAX MATTERS    33

SECTION 6.9EMPLOYMENT CONTRACTS    34

SECTION 6.10RESPONSIBILITIES TO FACILITATE THE CLOSING    34

SECTION 6.11TRANSACTION DOCUMENTS    34

SECTION 6.12LEASED LAND    35

SECTION 6.13EHS COVENANTS    35

SECTION 6.14    SELLER’S LETTER OF GUARANTEE    36

SECTION 7.1CONDITIONS PRECEDENT TO CLOSING    36

SECTION 7.2CLOSING    38

SECTION 8.1ADJUSTMENT TO PURCHASE PRICE    39

SECTION 8.2NON-SOLICITATION    41

SECTION 8.3NON-COMPETITION    42

SECTION 8.4RELEASE OF ESCROW AMOUNT    42

SECTION 8.5ACQUISITION OF HYSTER-YALE SHANGHAI OPERATION    45

SECTION 9.1EXPENSES AND TAX    45

SECTION 10.1INDEMNITY    45

SECTION 10.2DEFENSE AGAINST THIRD-PARTY CLAIMS    48

SECTION 10.3NO WAIVER    48

SECTION 11.1APPLICABLE LAW    48

SECTION 11.2DISPUTE RESOLUTION    48

SECTION 12.1EFFECTIVENESS AND TERMINATION    49

SECTION 12.2AMENDMENT AND MODIFICATION OF THIS AGREEMENT    50

SECTION 12.3ASSIGNMENT AND SUCCESSION    50

SECTION 12.4SEVERABILITY    51

SECTION 12.5CONFIDENTIALITY    51

SECTION 12.6LANGUAGE    51

SECTION 12.7ENTIRE AGREEMENT    51

SECTION 12.8COUNTERPARTS    52

SECTION 12.9HEADINGS    52

SECTION 12.10FORCE MAJEURE    52

SECTION 12.11NOTICE    52

This EQUITY TRANSFER AGREEMENT (this “Agreement”) is entered into as of December 6, 2017 (“Execution Date”) in the People’s Republic of China (“PRC” or “China”) by and between:

Seller and Buyer are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS, Zhejiang Maximal Forklift Co., Ltd. (the “Target Company”) is a limited liability company incorporated and existing under the laws of PRC, with its legal address at Jiang Jia Village, Lu Shan Street, Fuyang District, Hangzhou City, Zhejiang Province, China;

WHEREAS, Seller owns seventy-five percent (75%) equity interest in the Target Company;

WHEREAS, Seller has agreed to sell to Buyer, and Buyer has agreed to purchase from Seller, all the equity interest owned by Seller in the Target Company on the terms and conditions stipulated in this Agreement;

NOW, THEREFORE, after friendly consultations conducted in accordance with the principles of equality and mutual benefit and in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the Parties hereby have agreed to enter into this Agreement as follows:

Unless otherwise provided in this Agreement and the attached appendices, the following terms shall have the following meanings:

“Affiliate” means a corporation, partnership, trust or entity in other forms that directly or indirectly controls, is controlled by, or is under common control with a Party. For purposes of this Agreement, “control” means direct or indirect ownership of more than fifty percent (50%) of the shares, registered capital or voting rights of an entity, or the power to direct the management and decision-making of an entity (including without limitation, the power to appoint or to remove the senior management personnel of such entity), whether by equity ownership or agreement or otherwise.

“Amended AOA” means the amendments (or an amended and restated version) of Articles of Association of the Target Company to be signed by Buyer and Holding Co as soon as practical after the Execution Date and duly approved by the shareholders of the Target Company pursuant to Sections 4.1 and 4.2 herein, substantially in the form attached hereto as Appendix C.

“Anti-Corruption Laws” means, collectively, as amended from time to time (i) the U.S. Foreign Corrupt Practices Act of 1977, and the rules and regulations promulgated thereunder,; (ii) the People’s Republic of China’s anti-corruption laws and regulations including but not limited to the Criminal Law, the Anti-Unfair Competition Law and the Interim Provisions on Banning Commercial Bribery; and (iii) the UK Bribery Act 2010, and the rules and regulations promulgated thereunder; and (iv) all other anti-corruption laws, regulations, rules, orders, decrees, or other directives carrying the force of law applicable to the Target Company or any activities engaged in by the Target Company. For purpose of this Agreement, “Anti-Corruption Laws” referred to under Section 5.2 herein shall not include items (i) and (iii) in this definition (i.e., shall not include the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010), but “Anti-Corruption Laws” referred to in all other sections of this Agreement shall include the entire definition of “Anti-Corruption Laws” above. The Parties agree that when this Agreement describes an obligation to comply with the Anti-Corruption Laws, this shall mean that for purposes of this Agreement, the relevant Person or Party shall comply with all the Anti-Corruption Laws as if all the Anti-Corruption Laws applied directly to the relevant Person or Party. However, the Parties agree that this Agreement shall govern only the rights and obligations between the Parties, and shall not constitute or be construed as a waiver of any valid jurisdictional defence that the Party may otherwise raise when defending against an enforcement action undertaken by a relevant governmental authority.

“Assets” means all the asset of the Target Company, including, without limitation, all of the tangible and intangible assets, Sites and other land, buildings, equipment, and all accounts receivable, inventory and Intellectual Property owned, leased or being used by the Target Company.

“Business Day” means any day that is not a Saturday, Sunday, or statutory holiday of the PRC or US, or any other day on which commercial banks are required or authorized by law to be closed in the PRC, Hong Kong or US.

“Business License Date” shall have the meaning set forth in Section 4.5(a).

“Buyer’s Indemnitees” shall have the meaning set forth in Section 10.1(a).

“Buyer Warranties” shall have the meaning set forth in Section 5.1.

“Books and Records” means all books, records, documents, account books, sales and credit reports, supplier lists, customer lists, distributor lists, manuals, catalogs, brochures, advertising material and the like that are used in the business of the Target Company.

“CAI” shall have the meaning set forth in Section 5.2(m)(iii).

“Carve-Out” shall have the meaning set forth in Section 6.4(a).

“Closing” means the consummation of the Equity Transfer contemplated hereunder in accordance with this Agreement.

“Closing Cash Amounts” shall have the meaning set forth in Section 8.1(a).

“Closing Confirmation” shall have the meaning set forth in Section 7.2(a).

“Closing Date” means the date on which the Closing takes place pursuant to relevant provision of this Agreement, as further defined under Section 7.2(c).

“Closing Debt Amounts” shall have the meaning set forth in Section 8.1(a).

“Closing Working Capital” shall have the meaning set forth in Section 8.1(a).

“Compliance Audit” shall have the meaning set forth in Section 6.7(b).

“Compliance Measures” shall have the meaning set forth in Section 6.7(a).

“Confidential Information” means the terms and conditions of this Agreement, any discussions, presentations, reports, term sheet or memorandum of understanding entered into pursuant to the transactions contemplated hereby, all appendices and schedules attached hereto and thereto, the transactions contemplated hereby and thereby, including their existence, and all information furnished by any Party hereto and by representatives of such Parties to any other Party hereof or any of the representatives of such Parties.

“Contract” means, as to any Person, any provision of any security issued by such Person or any oral or written contract, agreement, undertaking, understanding, indenture, note, bond, loan, instrument, lease, mortgage, deed of trust, franchise, or license to which such Person is a party or by which such Person or any of its property is bound.

“Corporate Changes” shall have the meaning set forth in Section 4.5(a).

“CPs” shall have the meaning set forth in Section 7.1.

“Disclosure Schedules” shall have the meaning set forth in Section 5.2.

“Dispute Notice” shall have the meaning set forth in Section 8.1(c).

“Dispute Resolution Period” shall have the meaning set forth in Section 8.1(c).

“EHS” means environmental, health and safety.

“EHS Permits” shall have the meaning set forth in Section 5.2(m)(iii).

“EIA” shall have the meaning set forth in Section 5.2(m)(iii).

“Employee Liabilities” shall have the meaning set forth in Section 5.2(r)(iii).

“Employment Contract” means the employment contracts to be entered into on or before the Closing Date between the Target Company and each of Jinhong Lu, Barry Su, Liexin Zhu and other individuals as the Parties may agree upon, substantially in the form attached hereto as Appendix D.

“Encumbrance” means any interest of any Person (including, without limitation, any right to acquire, option or right of pre-emption) and any charge, mortgage, title defect, security interest, pledge, lien, assignment, power of sale, or any rental, hire, purchase, conditional sale or other agreement for payment on deferred terms or any other third party right or encumbrance of any nature whatsoever (whether or not perfected) and the term “encumber” shall be construed accordingly.

“Entity Classification Election” shall have the meaning set forth in Section 6.8(c)(i).

“Entity Classification Election Forms” shall have the meaning set forth in Section 6.8(c)(i).

“Environmental Authority” means the PRC Ministry of Environmental Protection or its authorized local division empowered to approve, assess or register the operation of the Target Company and any other relevant matters contemplated hereunder, including but not limited to the local Department of Environmental Impact Assessment and the local Environmental Protection Bureau.

“Environmental Law” means any and all applicable Laws, authorization by any Governmental Authority, or any other requirement of any Governmental Authority relating to (i) environmental matters, (ii) the generation, use, storage, transportation or disposal of Hazardous Substances, or (iii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to the Target Company.

“Equity Interest” shall have the meaning set forth in Section 3.1(a).

“Equity Transfer” shall have the meaning set forth in Section 3.1(a).

“Escrow Agreement” means the three-party escrow agreement signed by Seller, Buyer and a bank prior to the Closing Date in accordance with Section 3.3(b).

“Escrow Account” shall have the meaning set forth in Section 3.3(b).

“Escrow Amount” shall have the meaning set forth in Section 3.3(b).

“Execution Date” means the date on which this Agreement is signed by all Parties as specified on the first page of this Agreement.

“Final Purchase Price” shall have the meaning set forth in Section 8.1(d).

“First Installment” shall have the meaning set forth in Section 3.3(a).

“Force Majeure Event” shall have the meaning set forth in Section 12.10.

“Foreign Exchange Certificate” shall have the meaning set forth in Section 4.6(b).

“Governmental Authority” shall have the meaning set forth in Section 5.2(k)(iii).

“Government Official” shall have the meaning set forth in Section 5.2(k)(iii).

“Hazardous Substances” means (but shall not be limited to) substances that are defined or listed in, or otherwise classified pursuant to, any PRC Environmental Laws as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances,” or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitibility, corrosivity, reactivity, radioactivity, carcinogenicity, reproductive toxicity or “EP toxicity,” as well as petroleum and all derivatives thereof or synthetic substitutes therefore, and asbestos or asbestos-containing materials.

“HKIAC” shall have the meaning set forth in Section 11.2(b).

“HNTE Qualifications” shall have the meaning set forth in Section 5.2(j)(ii).

“Holding Co” shall have the meaning set forth in Section 6.2(a).

“HYG” means Hyster-Yale Group, the group company and controlling entity of Buyer.

“HY Component Supply Agreement” means the component supply agreement to be agreed on or entered into between HYG (or its designated Affiliate) and the Target Company on or prior to the Closing Date with regard to the supply of components, parts and materials manufactured by HYG or its designated Affiliate to the Target Company.

“Immediate Family Members” means an individual’s spouse, parents, children, parents-in-law, siblings (whether biological or non-biological) and siblings-in law (whether biological or non-biological);

“Indebtedness” means both financial debt and certain non-recurrent liabilities and/or contingencies, including but not limited to (a) all indebtedness for borrowed money, (b) any other indebtedness which is evidenced by a note, bond, debenture or similar instrument, (c) all capital lease obligations, (d) all indebtedness secured by a lien that is a mortgage, pledge or other security interest that secures a borrowing, (e) all obligations guaranteed by the Target Company, (f) any unsettled intercompany non-trade liability, (g) any capital expenditure commitments, (h) any accruals and provisions in respect of any redundancy plan, (h) contingent liabilities (including but not limited to contingencies related to employee liabilities, potential product claims, litigations, etc.), and (j) all accrued and unpaid interest and pre-payment fees or penalties in respect of the foregoing.

“Independent Acocunting Firm” shall have the meaning set forth in Section 8.1(c).

“Intellectual Property” means, with respect to intellectual property of the Target Company and intellectual property used in connection with the Target Company, any and all (i) patents, all patent rights and all applications therefore and all reissues, reexaminations, continuations, continuations-in-part, divisions, and patent term extensions thereof, (ii) inventions (whether patentable or not), discoveries, improvements, concepts, innovations and industrial models, (iii) registered and unregistered copyrights, copyright registrations and applications, author’s rights and works of authorship (including artwork of any kind and software of all types in whatever medium, inclusive of computer programs, source code, object code and executable code, and related documentation), (iv) URLs, web sites, web pages and any part thereof, (v) technical information, know-how, trade secrets, drawings, designs, design protocols, specifications for parts and devices, quality assurance and control procedures, design tools, manuals, research data concerning historic and current research and development efforts, including the results of successful and unsuccessful designs, databases and proprietary data, (vi) proprietary processes, technology, engineering, formulae, algorithms and operational procedures, (vii) trade names, trade dress, trademarks, domain names, and service marks, and registrations and applications therefor, and (viii) goodwill symbolized or represented by the foregoing, customer lists and other proprietary information.

“Interim Period” means the period from the Execution Date until the Closing Date.

“Knowledge” means, with respect to any Person (including but not limited to the Target Company or Seller), (i) the actual knowledge of such Person (in the case of an entity or organization, such Person’s executive officers, directors, senior management and such individuals of the Person’s Affiliates) and (ii) the knowledge as would reasonably be expected to be known by such Person (in the case of an entity or organization, such Person’s executive officers, directors, senior management and such individuals of the Person’s Affiliates), after making such due inquiry as a prudent business person would have made or exercised in the management of his or her business affairs.

“KNSN Receivable” shall have the meaning set forth in Section 6.5(b).

“Law” or “Laws” means any constitutional provision, statute or other law, rule, regulation, official policy or interpretation of any Governmental Authority and any injunction, judgment, order, ruling, assessment or writ issued by any Governmental Authority.

“Leased Land” shall have the meaning set forth in Section 6.12.

“Licenses” shall have the meaning set forth in Section 5.2(j)(ii).

“Losses” shall have the meaning set forth in Section 10.1(a).

“Maximal Component Supply Agreement” means the component supply agreement to be agreed on or entered into between HYG (or its designated Affiliate) and the Target Company on or prior to the Closing Date with regard to the supply of components, parts and materials manufactured by the Target Company to HYG or its designated Affiliate.

“Maximal Product Supply Agreement” means the Product Supply Agreement to be agreed on or entered into by the Target Company and HYG (or its designated Affiliate) on or prior to

the Closing Date with regard to the supply of Maximal-branded products to HYG or its designated Affiliate.

“Material Adverse Change” means, (i) a material damage to, or destruction of, greater than 20% of the manufacturing capacity with respect to the Target Company’s production facilities that has resulted in the material disruption of the Target Company's ability to provide product and services to customers that cannot be cured within thirty (30) days of such event; and (ii) any change related to Material Contract, Intellectual Property or litigation that has a materially adverse effect on the business, assets, liabilities or financial condition of the Target Company and such change has resulted in a loss of more than US$ 125,000, or a series of such changes that have resulted in a loss of more than US$ 600,000.

“Material Contract” shall have the meaning set forth in Section 5.2(i)(i).

“Military” shall have the meaning set forth in Section 5.2(u)(ii).

“MOFCOM” means the PRC Ministry of Commerce or its authorized local division that has the right to review and record the Equity Transfer, this Agreement, and the Amended AOA.

“Mr. Lu” means Jinhong Lu, the majority shareholder of Seller, and the legal representative and Chairman of the Board of the Target Company.

“New Business License” shall have the meaning set forth in Section 4.5(a).

“ODH” shall have the meaning set forth in Section 5.2(m)(iii).

“OEM and Licensing Agreement” means the OEM and Licensing Agreement to be agreed on or entered into by the Target Company and HYG (or its designated Affiliate) on or before the Closing Date with regard to the contract manufacturing and licensing arrangement related to products labeled with HYG marking and made and sold by the Target Company to HYG (or its designated Affiliate) .

“Outside Date” shall have the meaning set forth in Section 12.1(b)(iv).

“Owned Real Properties” shall have the meaning set forth in Section 5.2(q)(i).

“PDP” shall have the meaning set forth in Section 5.2(m)(iii).

“PDR” shall have the meaning set forth in Section 5.2(m)(iii).

“Person” means any individual, corporation, company, partnership, limited partnership, sole proprietorship, association, organization, business, joint venture, firm, trust, estate or any other enterprise, organization or entity, and shall include any Governmental Authority.

“Post-Closing Statement” shall have the meaning set forth in Section 8.1(b).

“Products” shall have the meaning set forth in Section 5.2(t).

“PRC GAAP” shall have the meaning set forth in Section 5.2(d).

“Purchase Price” shall have the meaning set forth in Section 3.2.

“Real Properties” shall have the meaning set forth in Section 5.2(q)(iii).

“Reference Balance Sheet” means the balance sheet of the Target Company dated December 31, 2016, as attached hereto as Appendix A.

“Reference Balance Sheet Date” means December 31, 2016.

“Related and Third Party Guarantees” means all the guarantees granted by the Target Company for the benefit of Seller, Mr. Lu, any Affiliates of Seller or any Affiliates of Mr. Lu, and/or any other individuals and entities related or unrelated to Mr. Lu and Seller (such as Mr. Lu’s personal friends) on or before the Execution Date (which may continue in force after the Execution Date), a list of which is set forth under Schedule 6.6.

“Related Party” means any manager, director, officer, or employee of the Target Company, the Immediate Family Members of the managers, directors and officers of the Target Company, and the Immediate Family Members of Mr. Lu.

“SAFE” means the PRC State Administration of Foreign Exchange or its local branch or division that is empowered to approve the foreign exchange payment of the Purchase Price and register foreign exchange matters related to the Equity Transfer.

“SAFE Approval” shall have the meaning set forth in Section 4.6(a).

“SAIC” means the PRC State Administration for Industry and Commerce or its local branch or division that is empowered to register the Equity Transfer and relevant changes in the Target Company’s status.

“Sample Closing Statement” shall have the meaning set forth in Section 8.1(a).

“Samuk” means Hangzhou Samuk Forklift Co., Ltd.

“Seller’s Designated Account” shall have the meaning set forth in Section 3.3(a).

“Seller’s Guarantee Letter” shall have the meaning set forth in Section 6.14.

“Seller Warranties” shall have the meaning set forth in Section 5.2.

“Shanghai HY” shall have the meaning set forth in Section 8.5.

“Shanghai Maximal” shall have the meaning set forth in Section 6.4(a).

“Shareholders Agreement” means the shareholders agreement to be entered into between Holding Co and Buyer before the Closing Date regarding the management and operation of the Target Company after the Closing, substantially in the form attached hereto as Appendix B.

“Share Charge Deed” shall have the meaning as set forth in Section 6.2(c).

“Shenzhen Maximal” shall have the meaning set forth in Section 6.4(a).

“Sites” means all sites of the Target Company to which the Target Company has title (ownership of buildings or land use right) to or occupies for purposes of its operation since its establishment, a list of which is set forth under Schedule 5.2(q).

“Straddle Period” shall have the meaning set forth in Section 6.8(a).

“Sub” shall have the meaning set forth in Section 6.3.

“Target Company” shall have the meaning ascribed under Recitals.

“Tax” or “Taxes” means all taxes, direct or indirect, levies, fees, duties, contributions, or charges, including but not limited to corporate income tax (“CIT”), individual income tax, withholding tax (of any nature whatsoever), value added tax (“VAT”), sales tax, business tax (“BT”), other transfer taxes, stamp taxes, registration duties, capital tax and other transaction taxes, customs and excise duties, social security contributions (including, without being limited to, all employment related taxes), real estate taxes, deed taxes and environmental taxes payable in accordance with applicable Laws or effective ruling or instruction by any Governmental Authority of PRC, whether national, federal, regional, local, domestic or foreign, including interest, penalties, surcharges or fines and other related charges thereon.

“Technology License Agreement” means the Technology License Agreement to be agreed on or entered into by HYG (or its designated Affiliate) and the Target Company on or before the Closing Date, with regard to the technology license granted by HYG (or its designated Affiliate) to the Target Company.

“Technical Assistance Agreement” means the Technical Assistance and Regulatory Standards Agreement to be agreed on or entered into by HYG (or its designated Affiliate) and the Target Company on or before the Closing Date, with regard to the technology assistance provided by HYG (or its designated Affiliate) to the Target Company.

“The First Escrow Payment" shall have the meaning set forth in Section 3.3(b).

“The Second Escrow Payment" shall have the meaning set forth in Section 3.3(b).

“Third-Party Claim” shall have the meaning set forth in Section 10.2.

“Transaction Documents” means this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract, the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Assistance Agreement, and any other agreements or documents agreed to and/or executed by all or some of the Parties in connection with the Equity Transfer.

“Undertaking Letter” means the Guaranty and Undertaking Letter signed and delivered by Mr. Lu for the benefit of Buyer to guarantee and ensure the performance of this Agreement and other covenants agreed to by Buyer and Mr. Lu in relation to the Equity Transfer.

“Working Capital Adjustment Amount” shall have the meaning set forth in Section 8.1(a).

The name, legal address and current legal representative of Seller are as follows:

In consideration of Seller’s transfer of the Equity Interest to Buyer pursuant to this Agreement, Buyer shall pay to Seller a total purchase price for the Equity Interest in USD90,000,000 (the “Purchase Price”). The Purchase Price shall be paid by wire transfer of immediately available funds in US Dollars in the amounts and on the dates specified in Section 3.3. The Purchase Price includes the First Installment and the Escrow Amount provided in Section 3.3 below.

As soon as practical after the Execution Date and no later than the Closing Date, Seller shall cause the 25% shareholder of the Target Company (as consented by HY) to (i) confirm in writing its waiver of the right of first refusal with regard to, and consent to, Seller’s entering into the Equity Transfer with Buyer pursuant to this Agreement; and (ii) enter into the Shareholders Agreement and Amended AOA with Buyer, adopt and sign unanimous shareholder resolutions together with Buyer approving the Equity Transfer and Amended AOA, and deliver signed originals of the aforementioned documents to Buyer.

As soon as practicable following the Execution Date and no later than the Closing Date, provided that the 25% equity interest in the Target Company is owned by a shareholder consented by HY, Seller shall, and shall cause the Target Company to, prepare and submit to MOFCOM all required documents to register the Equity Transfer, the Shareholders Agreement (if needed), the Amended AOA, and other corporate changes of the Target Company as required hereunder. Buyer shall provide necessary assistance for such filing with MOFCOM.

the Equity Transfer in the foreign exchange certificate (“Foreign Exchange Certificate”) of the Target Company.

As soon as practical following the Business License Date, the Parties shall, and shall cause the Target Company to, apply to the relevant authorities to complete all other relevant registrations arising from the Equity Transfer, including without limitation, tax, financial, statistics registrations and such other registrations as required under applicable Laws.

Buyer represents, warrants, and undertakes to Seller that each of the following statements contained in this Section 5.1 (the “Buyer Warranties”) is true and complete in all respects as of the Execution Date, and each of such statements shall be true and complete as of the Closing Date, with the same effect as if made on the Closing Date:

Subject to those information specifically set forth in the Disclosure Schedules attached to this Agreement (the “Disclosure Schedules”), Seller hereby represents and warrants to Buyer that

each of the statements contained in this Section 5.2 (collectively, the “Seller Warranties”) is true and complete in all respects as of the Execution Date, and each of such Seller Warranties shall be true and complete on and as of the Closing Date, with the same effect as if made on and as of the Closing Date.

All information and documents provided by Seller its Affiliates and Related Parties, or its professional advisors and other authorized representatives to Buyer, with regard to Seller, Mr. Lu or the Target Company are true, accurate and complete in any aspect and where applicable, all the documents so provided are true and complete copies of the originals.

With regard to the Target Company and the Reference Balance Sheet attached hereto as Appendix A, Seller hereby represents and warrants that the Reference Balance Sheet is true, correct and complete, and has been prepared or recorded in accordance with the Accounting Standards for Business Enterprises issued by the Ministry of Finance of the

PRC and other PRC generally accepted accounting principles and relevant regulations issued by the Ministry of Finance (collectively, “PRC GAAP”) consistently applied.

Since the Reference Balance Sheet Date, except as contemplated by this Agreement or otherwise disclosed under Schedule 5.2(e) , there has not been:

Schedule 5.2(h) contains a complete and accurate list of the total amount of the liabilities of the Target Company (actual and contingent, including but not limited to shareholder loans, liabilities incurred as a result of fixed assets investment, liabilities incurred for working capital, intercompany notes and guarantees provided by the Target Company for third parties). Except for (i) such liabilities as listed under Schedule 5.2(h), and (ii) trading or business liabilities incurred in the ordinary course of business, the Target Company has no other liabilities, whether accrued, absolute, contingent or otherwise, and whether due or to become due.

PRC and all applicable foreign jurisdictions that are applicable to its business, the products manufactured, stored, transported and sold by the Target Company, the services provided by the Target Company, the Real Property and assets owned and leased by the Target Company and/or any combination of such activities. None of Mr. Lu, the Target Company or Seller has Knowledge of any pending or threatened prosecution, enforcement action, investigation, administrative, regulatory or similar proceeding by any Governmental Authority with regard to the operations of the Target Company’s businesses.

and/or (ii) all matters, operations and activities relating to the Target Company directly or indirectly.

With respect to the Target Company or the Target Company’s operations, (i) neither Seller or the Target Company has conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Authority with regard to any alleged act or omission arising under any applicable Laws or Anti-Corruption Laws; and (ii) no Governmental Authority has initiated, or threatened to initiate, a proceeding against the Target Company or any of its respective officers, directors, employees, consultants, representatives, agents or affiliates asserting that Seller, the Target Company, or any of their respective Affiliates or Related Parties is not in compliance with any export or import Laws, Anti-Corruption Laws, or any other applicable Law.

to any Related Party (other than for accrued salaries, reimbursable expenses or other standard employee benefits).

There has been no facilities, equipment, services, assets or properties shared with any other entity, which are used in connection with the Target Company’s operation. Assets of the Target Company at Closing constitute all the necessary assets required to operate the business in the same manner as the Target Company has operated the business prior to the Execution Date.

(including its branches or subsidiaries). Neither Seller nor the Target Company has received any written notice of any breach by Seller or the Target Company of its legal or contractual obligations to such employee.

and processes, and such documentation has been maintained in good order and properly and timely fulfilled any required registration with relevant Governmental Authorities with regard to the pricing or arm’s length terms.

Since the Target Company’s formation, it has engaged in the manufacture and sale of forklift trucks powered by internal combustion engine, electricity and hydraulic power (the “Products”) (as listed under Schedule 5.2(v)) at the Sites of the Target Company, and shall continue to engage in such operation through the Closing Date.

Schedule 5.2(w) contains a complete and accurate list of all Affiliates of the Target Company (including without limitation, subsidiaries and branches) that have existed since the formation of the Target Company. Other than those listed under Schedule 5.2(w), the Target Company has no other Affiliates (whether subsidiary, branch, office or any other type of Affiliates) in or outside China.

employees (other than minor increases in salary in the ordinary course of business in accordance with normal practice which the Target Company shall notify to Buyer as soon as reasonably possible), (2) hire any employees (including management personnel and employees of other levels) or dismiss any employees without the prior written consent of Buyer, or (3) make any payment or commitment to pay any severance, termination compensation, or other payment to any shareholders, managers, directors, employees, retirees, consultants, agents or other representatives of the Target Company without the prior consent of Buyer;

any agreement to transfer, assign or otherwise dispose of any portion of the equity interest of the Target Company to any third party;

Unless expressly waived by Buyer in writing, as soon as practical after the Execution Date and prior to the Closing Date, Seller shall ensure and cause that,

The Share Charge Deed shall include explicit clauses providing that, in the event that (i) any Related and Third Party Guarantee is exercised or enforced against the Target Company, or any Related and Third Party Guarantee fails to be timely removed by the fourth (4^th) anniversary of the Closing according to the timeline set forth in Schedule 6.6, or (ii) the Target Company or Buyer incurs any fines, penalties, costs or losses due to a violation of the Anti-Corruption Laws by the Target Company, Holding Co, Mr. Lu or any other Affiliate of Mr. Lu, and the chargors fail to indemnify and hold Buyer harmless from and against the full amount of any relevant losses, interest payments, fees, and damages arising from events (i) and/or (ii) above within sixty (60) days after Buyer notifies chargors of such events, Buyer will have an unconditional right to enforce the Share Charge and to claim damages arising from any such enforced Guarantees or any such fines, penalties, costs, interest payments, fees, damages or losses.

As soon as practical after the Execution Date and prior to the Closing Date, Seller shall cause the Target Company to, (1) set up a wholly-owned subsidiary of the Target Company (“Sub”), (2) try its best to persuade those selected employees of Hangzhou Samuk Forklift Co., Ltd. (“Samuk”) listed in Schedule 6.3 to terminate their employment contracts with Samuk and enter into new employment contracts with the Sub, without incurring severance payment to such employees, and (3) acquire, by itself or through the Sub (as determined based on the Parties’ agreement), all trademarks, other intellectual property rights and any other valuable fixed assets of Samuk as listed on Schedule 6.3 for a consideration not exceeding RMB 1,000,000, pursuant to which the key assets of Samuk listed in Schedule 6.3 will become owned by the Sub on or before Closing. For the avoidance of doubt, the Purchase Price paid by Buyer hereunder includes and reflects the consideration for the acquisition of Samuk by the Target Company, and Buyer is not obliged to pay any additional amount or any Taxes, duties or fees for the transfer of Samuk.

shareholders. In particular, the Parties agree that the Target Company will not extend, renew or grant any Related and Third Party Guarantee that fails to be timely released according to the timeline set forth in Schedule 6.6. Any extension or renewal of any Related and Third Party Guarantee shall comply with Schedule 6.6, and each extension or renewal shall not be for more than one (1) year and shall be on the same terms and conditions (or no less favorable terms and conditions) as the existent Guarantee before the extension or renewal.

partnership status with respect to the Target Company (the “Entity Classification Election”). At least ten (10) days prior to the Closing, Seller shall deliver to Buyer all applicable IRS Forms 8832 (and all other forms or documents required to effect the Entity Classification Election) duly completed and executed (except for execution by Buyer or applicable Affiliate of Buyer) and in a form acceptable to Buyer (the “Entity Classification Election Forms”)༎Within seventy-five (75) days after the Closing Date, Buyer will duly execute the Entity Classification Election Forms, as applicable, and promptly deliver to Seller a copy of each such duly executed Entity Classification Election Form.

As soon as practical after the Execution Date and no later than the Closing Date, Seller shall cause the Target Company and each of Mr. Lu, Barry Su, Liexin Zhu (and other individuals that the Parties agree upon in writing) to enter into, sign and deliver an Employment Contract in the form attached hereto as Appendix D.

attached hereto in the appendices. On or before the Closing Date, Seller shall cause a signed copy of all such Transaction Documents to be delivered to Buyer.

Target Company and the surface treatment of forklift parts performed in the sandblast room in the north of the No.1 workshop;

As soon as practical after the Execution Date and no later than the Closing Date, Seller shall sign and deliver to Buyer a letter of guarantee (“Seller’s Guarantee Letter”), pursuant to which Seller undertakes that in case any Related and Third Party Guarantee is exercised or enforced against the Target Company, Seller shall unconditionally and immediately provide cash to pay off the loans and debt associated with the enforced Guarantee and indemnify the Target Company harmless from and against any such enforced amount and any associated losses, costs, liabilities and interest payments incurred by the Target Company due to such enforcement of Guarantee. Seller’s Guarantee Letter shall be issued in such form and content as satisfactory to Buyer in its sole discretion. The performance of such Seller’s Guarantee Letter by Seller shall not be contingent upon, secondary to or prejudiced by the Share Charge or any other security created in relation to the Related and Third Party Guarantees.

The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writing:

Within nine (9) months after the Execution Date, Buyer may choose to issue a written confirmation (“Closing Confirmation”) to Seller confirming that, at Buyer’s reasonable discretion and belief, all the CPs set forth in Section 7.1 (other than the issuance of the New Business License) have been satisfied or otherwise been waived by Buyer in whole or in part. If Buyer believes any CP (other than the issuance of the New Business License) has not been satisfied, Buyer shall not be obligated to issue the Closing Confirmation to Seller, and may inform Seller of the unsatisfied CP urging Seller to satisfy such CP.

As soon as practical and no later than three (3) Business Days after Buyer issues the Closing Confirmation to Seller, Seller shall, and shall cause the Target Company to, promptly fulfill the SAIC registration pursuant to Section 4.5 and obtain the New Business License evidencing the Equity Transfer. Immediately upon the issuance of the New Business License, Seller shall provide Buyer with a scanned copy of the New Business License.

The Closing contemplated under this Agreement shall take place on the first date of the month immediately after the month of the Business License Date. The effective time of Closing shall be 12:01 AM (00:01) Beijing time on the date determined above. The time and date of the Closing is referred to in this Agreement as the “Closing Date”.

Seller shall, and shall cause their relevant Affiliates and/or Related Parties to, unless agreed otherwise by the Parties or with the prior written consent of Buyer, refrain from engaging in the following activities during the Interim Period and within 5 years after the Closing Date:

8.4(a) or Section 8.4(b) have been satisfied or otherwise explicitly waived by the Buyer, either Buyer or Seller may refer such disputed items to the arbitration tribunal in accordance with Section 11.2 of this Agreement for final resolution. The Parties shall continue to hold the respective portion of Escrow Amount in the Escrow Account until the dispute has been settled or otherwise resolved through arbitration. If it is finally determined through arbitration that Buyer is obligated to pay the relevant portion of the Escrow Amount to Seller under Sections 3.3(b) and 8.4(c), such payment shall be made by wire transfer of immediately available funds to Seller within thirty (30) Business Days after the final determination of the arbitration tribunal. If it is finally determined through arbitration that Buyer is not obligated to pay the relevant portion of the Escrow Amount to Seller under Sections 3.3(b) and 8.4(c), Seller shall provide its full cooperation to Buyer and sign all necessary documents to instruct and effect the release of the relevant portion of the Escrow Amount to Buyer’s designated account. If either Party fails to timely sign necessary documents to instruct and effect the release of relevant portion of the Escrow Amount to the other Party pursuant to this Section 8.4(d), the other Party may initiate arbitration pursuant to Section 11.2 to enforce the release and claim for its losses and damages caused by such delay (including reasonable interests accrued during the period of the delay and arbitration). After the arbitration tribunal has issued an award ordering either Party to release any Escrow Amount to the other Party, if such Party fails to follow the arbitration award and take actions to facilitate the release of any Escrow Amount according to the arbitration award, such Party shall be liable to pay the other Party a delayed-payment penalty accrued on a daily basis for the period from the date when such arbitration award is issued to the date when the due Escrow Amount is released to the other Party according to the arbitration award, and the daily payable amount of such penalty shall be equal to the overdue and unpaid Escrow Amount multiplied by the annual interest rate for one-year loans published by the People’s Bank of China applicable to the date of the arbitration award.

As soon as practical after the Closing, Buyer shall work with Holding Co to cause that the Target Company acquire the operational assets (excluding land use rights and buildings) of Shanghai Hyster-Yale Forklift Manufacture Co., Ltd. (“Shanghai HY”) pursuant to terms and conditions approved by the Board of Directors of the Target Company and agreeable to Shanghai HY. The pricing for such acquisition shall be determined by an independent external appraiser jointly selected and appointed by Holding Co and Buyer pursuant to the Shareholders Agreement.

Each Party shall bear its own expenses in negotiating and concluding this Agreement and other relevant transaction and application documents in connection with the Equity Transfer, and shall bear liability for and assume all Taxes relating to the transactions contemplated herein that it is required to pay or assume under applicable Laws.

prosecutions, proceedings or actions related to or arising from the Target Company’s obligation to timely and sufficiently pay social insurance and housing funds for its employees in accordance with the applicable Laws prior to the Closing Date;

In the event there is a claim or the service of a summons or other initial legal process in any action relating to this Agreement (a “Third-Party Claim”) against Seller or the Target Company which might trigger Seller’s responsibility and obligations to indemnify Buyer or Buyer’s Indemnitees under Section 10.1 of this Agreement, Buyer and Seller shall have the right at any time to be informed in advance of such Third-Party Claim, the conduct of the defense against such Third-Party Claim that will be followed, the status of the claim and any other information that relevant Party may reasonably request.

Any remedy conferred on any Party hereto for any other Party’s breach of this Agreement (including the breach of any representations, warranties and undertakings) shall be in addition and without prejudice to all other rights and remedies available to it. No failure or delay by any Party hereto to exercise any remedy shall operate as a waiver thereof nor shall any single or partial exercise of any remedy preclude any further exercise thereof or the exercise of any other remedy.

The formation, validity, interpretation, execution, enforcement, performance, amendment and termination of this Agreement shall be governed by the published laws of PRC (excluding the laws of Taiwan, Hong Kong and Macau).

No amendment or modification of this Agreement, whether by way of addition, deletion or other change of any of its terms, shall be valid or effective unless a variation is agreed to in writing and signed by authorized representatives of each of the Parties.

Unless otherwise expressly and specifically stipulated herein, the rights and obligations of each Party under this Agreement shall not be assigned to a third party without the prior written consent from the other Party; however, Buyer may assign, without prior approval from the other Party, rights and obligations of Buyer under this Agreement to one or more Affiliates directly or indirectly 100% owned by Buyer provided that such assignee assumes and accepts all the covenants and obligations of Buyer under this Agreement. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors.

If one or more of the provisions of this Agreement is for any reason whatsoever held invalid or unenforceable, such provisions shall be deemed severable from the remaining covenants, agreements and provisions of this Agreement and such invalidity or unenforceability shall in no way affect the validity or enforceability of such remaining provisions or the rights of any Party. To the extent permitted by Laws, the Parties hereby waive any provision of Laws that renders any provision of this Agreement invalid or unenforceable in any respect.

Business Days after receiving the notice by Buyer regarding such disclosure, failing which Buyer shall have the right to freely disclose such information, and such authorization by Seller shall not be unreasonably rejected or delayed), (ii) is limited to a scope where the third party receiving such information has also signed a confidentiality agreement with Buyer to keep such information within the same scope confidential, (iii) is disclosed in the ordinary course of business, or (iv) if the relevant information has become public information prior to the disclosure pursuant to this Agreement or without Buyer’s breach of this Section 12.5.

This Agreement is written and executed in Chinese and English. Both language versions of this Agreement shall be consistent with each other, and shall have the same legal effect. In the event of a conflict between the two language versions, the Parties’ true intentions shall govern.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement. In case of any discrepancy between this Agreement and any previous oral and written agreements, contracts, understandings and communications of the Parties in respect of the subject matter of the Agreement, this Agreement shall prevail.

This Agreement is executed and delivered in six (6) counterparts in the Chinese version and six (6) counterparts in the English version by the Parties or by their authorized representatives, each of which when executed shall be deemed to be an original.

Headings in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

Subject to the terms and conditions of this Agreement, no Party will be responsible to the other Party for the non-performance of or for delay in performance occasioned by any cause that is unforeseeable and cannot be avoided or overcome (“Force Majeure Event”), including, without limitation, fires, floods, droughts, lightning, typhoons, earthquakes and other natural disasters, shipwreck, war, civil or political commotion, riots, epidemics, acts, omissions or regulations (whether of general or individual scope) of different levels of Governmental Authorities, and strikes (other than strikes affecting only employees of the Target Company). However, the non-performing Party shall use diligence in attempting to remove any such cause and shall promptly notify the other Party of the extent and probable duration of such cause. Should a Force Majeure Event last for one hundred and eighty (180) days or more, the Parties shall decide through friendly consultations whether to continue the performance of, or to terminate, this Agreement.

Any notices, requests, claims, demands, instructions and other communications to be given hereunder to any Party shall be in writing and delivered in person, sent by certified mail, postage prepaid, return receipt requested, or by facsimile transmission when received telephonic transmission answer back, or by electronic mail when sent to the receipient’s e-mail address, to the following addresses (or at such other address or number as is given in writing by one Party to the other pursuant hereto):

IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed on the date first set forth above.