[In connection with the merger, Duff & Phelps Securities, LLC is serving as financial advisor to the Special Committee; Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal counsel to the Special Committee; Maples and Calder is serving as Cayman Islands legal counsel to the Special Committee; and Fenwick & West LLP is serving as U.S. legal] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Among ZHONGSHAN RUISHENG ANTAI INVESTMENT CO., LTD 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 SECTION 1.01 The Merger 2 SECTION 1.02 Closing; Closing Date 2 SECTION 1.03 Effective Time 2 SECTION 1.04] [Execution Version LIMITED GUARANTEE LIMITED GUARANTEE Guarantee. 1. 1 (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforceability and enforcement of its rights hereunder if (i) the Guarantor asserts in any arbitration, litigation, or other proceeding that this] [Execution Version LIMITED GUARANTEE LIMITED GUARANTEE Guarantee. 1. 1 (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforceability and enforcement of its rights hereunder if (i) the Guarantor asserts in any arbitration, litigation, or other proceeding that this] [Execution Version LIMITED GUARANTEE LIMITED GUARANTEE Guarantee. 1. 1 (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforceability and enforcement of its rights hereunder if (i) the Guarantor asserts in any arbitration, litigation, or other proceeding that this] [CHINA MING YANG WIND POWER GROUP LIMITED Form 6-K Description Press release dated February 3, 2016 Agreement and Plan of Merger among Zhongshan Ruisheng Antai Investment Co., Ltd., Regal Concord Limited, Regal Ally Limited and China Ming Yang Wind Power Group Limited dated February 2, 2016 Limited Guarantee, dated as of February 2, 2016, by Mr. Chuanwei Zhang in favor]