[The Company’s Board of Directors, acting upon the unanimous recommendation of a committee of the Board of Directors comprised solely of independent and disinterested directors (the “Special Committee”), approved the Merger Agreement and the Merger and resolved to recommend that the Company’s shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among WSP OCTG GROUP Ltd. (WSP 石油钢管集团有限公司 ) , JM OCTG GROUP Ltd. (JM 石油钢管集团有限公司 ), and WSP Holdings Limited Dated as of 21 February 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Additional Definitions 8 Section 1.3 Certain Interpretations 9] [WSP HOLDINGS LIMITED No. 38 Zhujiang Road Form 20-F x Form 40-F o o o WSP HOLDINGS LIMITED By : Name : Longhua Piao Title : Chairman and Chief Executive Officer]