SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

WSP Holdings Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G98108 106

(CUSIP Number)

Wuxi Heavy Industries, Ltd.

Attention: Sergey Borovskiy

Unit A2202, Jianwai SOHO

39 East 3rd Ring Road

Chaoyang District, Beijing 100022

People’s Republic of China

Telephone:+86 10 58695622

with a copy to:

Clyde E. Rankin, III, Esq.

Baker & McKenzie LLP

452 Fifth Avenue

New York, NY 10018

United States of America

Telephone: +1 212 626 4100

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

March 19, 2014

(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 o.

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.

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).

CUSIP No. G98108 106						13D
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Wuxi Heavy Industries, Ltd.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 0
			8.	Shared Voting Power150,000,000 (1)
			9.	Sole Dispositive Power0
			10.	Shared Dispositive Power0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person150,000,000 (1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13.	Percent of Class Represented by Amount in Row (11)73.4%
	14.	Type of Reporting Person CO

(1)150,000,000 ordinary shares of the Issuer of par value $0.0001 per share (each an “Ordinary Share”) may be deemed to be beneficially owned by the Reporting Person pursuant to the Assignment and Assumption Agreement (the “Rollover/Voting Agreement Assignment”) it entered into with each of WSP OCTG Group Ltd. (“WSP OCTG”), JM OCTG GROUP Ltd. (“JM OCTG”), WHI Acquisitions, Ltd. (“Merger Sub”), UMW China Ventures (L) Ltd., Expert Master Holdings Limited (“EMH”), Mr. Longhua Piao (“Mr. Piao”) and WSP Holdings Limited (the “Issuer”), pursuant to which WSP OCTG assigned to the Reporting Person all of WSP OCTG’s representations, warranties, rights, benefits, liabilities and obligations arising under the Voting Agreements WSP OCTG previously entered into with each of Mr. Piao, EMH and UMW China Ventures (L) Ltd. described in Item 4 below and the irrevocable proxies contained therein. No payment was made in consideration for entering into the Rollover/Voting Agreement Assignment.

2

CUSIP No. G98108 106						13D
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). General Transactions, Inc. (1)
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 0
			8.	Shared Voting Power150,000,000 (2)
			9.	Sole Dispositive Power0
			10.	Shared Dispositive Power0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person150,000,000 (2)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13.	Percent of Class Represented by Amount in Row (11)73.4%
	14.	Type of Reporting Person CO

(1)The Reporting Person is the 100% shareholder of Wuxi Heavy Industries, Ltd. (“Parent”).

(2)150,000,000 Ordinary Shares may be deemed to be beneficially owned by the Reporting Person through Parent pursuant to the Rollover/Voting Agreement Assignment Parent entered into with each of WSP OCTG, JM OCTG, Merger Sub, UMW China Ventures (L) Ltd., EMH, Mr. Piao and the Issuer, pursuant to which WSP OCTG assigned to Parent all of WSP OCTG’s representations, warranties, rights, benefits, liabilities and obligations arising under the Voting Agreements WSP OCTG entered into with each of Mr. Piao, EMH and UMW China Ventures (L) Ltd. described in Item 4 below and the irrevocable proxies contained therein. No payment was made in consideration for entering into the Rollover/Voting Agreement Assignment.

3

CUSIP No. G98108 106						13D
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Sergey Alexandrovich Borovskiy (1)
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Saint Christopher (St. Kitts) and Nevis
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 0
			8.	Shared Voting Power150,000,000 (2)
			9.	Sole Dispositive Power0
			10.	Shared Dispositive Power0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person150,000,000 (2)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13.	Percent of Class Represented by Amount in Row (11)73.4%
	14.	Type of Reporting Person IN

(1)The Reporting Person is the 100% shareholder of General Transactions, Inc. (“General Transactions”), which is the 100% shareholder of Parent.

(2)150,000,000 Ordinary Shares may be deemed to be beneficially owned by the Reporting Person indirectly through Parent, pursuant to the Rollover/Voting Agreement Assignment Parent entered into with each of WSP OCTG, JM OCTG, Merger Sub, UMW China Ventures (L) Ltd., EMH, Mr. Piao and the Issuer, pursuant to which WSP OCTG assigned to Parent all of WSP OCTG’s representations, warranties, rights, benefits, liabilities and obligations arising under the Voting Agreements WSP OCTG entered into with each of Mr. Piao, EMH and UMW China Ventures (L) Ltd. described in Item 4 below and the irrevocable proxies contained therein. No payment was made in consideration for entering into the Rollover/Voting Agreement Assignment.

4

CUSIP No. G98108 106						13D
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Longhua Piao (1)
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds N/A
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	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 0
			8.	Shared Voting Power104,100,000 (2)
			9.	Sole Dispositive Power104,100,000
			10.	Shared Dispositive Power0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person104,100,000
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13.	Percent of Class Represented by Amount in Row (11)50.9%
	14.	Type of Reporting Person IN

(1)The Reporting Person is the 100% shareholder of EMH.

(2)The voting power over 104,100,000 Ordinary Shares beneficially owned by the Reporting Person through EMH may be deemed to be shared with Parent, Parent’s 100% shareholder General Transactions and General Transactions’ 100% shareholder Mr. Sergey Borovskiy (“Mr. Borovskiy”) pursuant to the Rollover/Voting Agreement Assignment the Reporting Person entered into with each of Parent, WSP OCTG, JM OCTG, Merger Sub, UMW China Ventures (L) Ltd., EMH, and the Issuer, pursuant to which WSP OCTG assigned to Parent all of WSP OCTG’s representations, warranties, rights, benefits, liabilities and obligations arising under the Voting Agreement WSP OCTG entered into with the Reporting Person and EMH described in Item 4 below and the irrevocable proxies contained therein. No payment was made in consideration for entering into the Rollover/Voting Agreement Assignment.

5

CUSIP No. G98108 106						13D
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Expert Master Holdings Limited
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds N/A
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 0
			8.	Shared Voting Power104,100,000 (1)
			9.	Sole Dispositive Power104,100,000
			10.	Shared Dispositive Power0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person104,100,000
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13.	Percent of Class Represented by Amount in Row (11)50.9%
	14.	Type of Reporting Person CO

(1)The voting power over 104,100,000 Ordinary Shares owned by the Reporting Person may be deemed to be shared with Parent, Parent’s holding company General Transactions and General Transactions’ 100% shareholder Mr. Borovskiy pursuant to the Rollover/Voting Agreement Assignment the Reporting Person entered into with each of Parent, WSP OCTG, JM OCTG, Merger Sub, UMW China Ventures (L) Ltd., Mr. Piao and the Issuer, pursuant to which WSP OCTG assigned to Parent all of WSP OCTG’s representations, warranties, rights, benefits, liabilities and obligations arising under the Voting Agreement WSP OCTG entered into with the Reporting Person and Mr. Piao described in Item 4 below and the irrevocable proxies contained therein. No payment was made in consideration for entering into the Rollover/Voting Agreement Assignment.

6

CUSIP No. G98108 106						13D
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). UMW Holdings Berhad (1)
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds N/A
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 0
			8.	Shared Voting Power45,900,000 (2)
			9.	Sole Dispositive Power45,900,000
			10.	Shared Dispositive Power0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person45,900,000
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13.	Percent of Class Represented by Amount in Row (11)22.5%
	14.	Type of Reporting Person CO

(1)The Reporting Person is the 100% shareholder of UMW Petropipe (L) Ltd., which is the 100% shareholder of UMW China Ventures (L) Ltd.

(2)45,900,000 Ordinary Shares may be deemed to be beneficially owned by the Reporting Person indirectly through UMW China Ventures (L) Ltd., the voting power over which may be deemed to be shared with Parent, Parent’s 100% shareholder General Transactions and General Transactions’ 100% shareholder Mr. Borovskiy, pursuant to the Rollover/Voting Agreement Assignment Parent entered into with each of WSP OCTG, JM OCTG, Merger Sub, UMW China Ventures (L) Ltd., EMH, Mr. Piao and the Issuer, pursuant to which WSP OCTG assigned to Parent all of WSP OCTG’s representations, warranties, rights, benefits, liabilities and obligations arising under the Voting Agreement WSP OCTG entered into with UMW China Ventures (L) Ltd. described in Item 4 below and the irrevocable proxies contained therein. No payment was made in consideration for entering into the Rollover/Voting Agreement Assignment.

7

CUSIP No. G98108 106						13D
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). UMW Petropipe (L) Ltd. (1)
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds N/A
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Malaysia
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 0
			8.	Shared Voting Power45,900,000 (2)
			9.	Sole Dispositive Power45,900,000
			10.	Shared Dispositive Power0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person45,900,000
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13.	Percent of Class Represented by Amount in Row (11)22.5%
	14.	Type of Reporting Person CO

(1)The Reporting Person is the 100% shareholder of UMW China Ventures (L) Ltd.

(2)45,900,000 Ordinary Shares may be deemed to be beneficially owned by the Reporting Person through UMW China Ventures (L) Ltd., the voting power over which may be deemed to be shared with Parent, Parent’s 100% shareholder General Transactions and General Transactions’ 100% shareholder Mr. Borovskiy, pursuant to the Rollover/Voting Agreement Assignment Parent entered into with each of WSP OCTG, JM OCTG, Merger Sub, UMW China Ventures (L) Ltd., EMH, Mr. Piao and the Issuer, pursuant to which WSP OCTG assigned to Parent all of WSP OCTG’s representations, warranties, rights, benefits, liabilities and obligations arising under the Voting Agreement WSP OCTG entered into with UMW China Ventures (L) Ltd. described in Item 4 below and the irrevocable proxies contained therein. No payment was made in consideration for entering into the Rollover/Voting Agreement Assignment.

8

CUSIP No. G98108 106						13D
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). UMW China Ventures (L) Ltd.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds N/A
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Malaysia
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 0
			8.	Shared Voting Power45,900,000 (1)
			9.	Sole Dispositive Power45,900,000
			10.	Shared Dispositive Power0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person45,900,000
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13.	Percent of Class Represented by Amount in Row (11)22.5%
	14.	Type of Reporting Person CO

(1)The voting power over 45,900,000 Ordinary Shares may be deemed to be shared with Parent, Parent’s 100% shareholder General Transactions and General Transactions’ 100% shareholder Mr. Borovskiy, pursuant to the Rollover/Voting Agreement Assignment the Reporting Person entered into with each of Parent, WSP OCTG, JM OCTG, Merger Sub, EMH, Mr. Piao and the Issuer, pursuant to which WSP OCTG assigned to Parent all of WSP OCTG’s representations, warranties, rights, benefits, liabilities and obligations arising under the Voting Agreement the Reporting Person entered into with WSP OCTG described in Item 4 below and the irrevocable proxies contained therein. No payment was made in consideration for entering into the Rollover/Voting Agreement Assignment.

9

Item 1. Security and Issuer

The class of equity securities to which this Statement on Schedule 13D (this “Statement”) relates is the Ordinary Shares of WSP Holdings Limited, a company incorporated in the Cayman Islands (the “Issuer”), including Ordinary Shares represented by American Depositary Shares (the “ADSs”). As of March 19, 2014, the Issuer has 204,375,226 Ordinary Shares issued and outstanding.

The principal executive office of the Issuer is located at No. 38 Zhujiang Road, Xinqu, Wuxi, Jiangsu Province, People’s Republic of China.

This Statement is filed jointly by Wuxi Heavy Industries, Ltd., General Transactions, Inc., Expert Master Holdings Limited (“EMH”), Mr. Longhua Piao (“Mr. Piao”), UMW Holdings Berhad, UMW China Ventures (L) Ltd. and UMW Petropipe (L) Ltd. (collectively with UMW China Ventures (L) Ltd. and UMW Petropipe (L) Ltd., “UMW”). This Statement also amends and supplements the statement on Schedule 13G filed with the Securities and Exchange Commission (“SEC”) on February 6, 2008 by EMH and Mr. Piao and the statement on Schedule 13D filed with the SEC on March 1, 2013 by EMH and Mr. Piao.  This Statement also amends and supplements the statement on Schedule 13G filed with the SEC on February 6, 2008 by UMW and the statement on Schedule 13D filed with the SEC on March 1, 2013 by UMW.

Item 2. Identity and Background

(a)—(b) Name and Residence or business address

The statement is being filed by the following reporting persons (collectively, the “Reporting Persons”):

Name	Residence or business address
Wuxi Heavy Industries, Ltd. (“Parent”)	Unit A2202, Jianwai SOHO, 39 East 3rd Ring Road, Chaoyang District, Beijing 100022, People’s Republic of China
General Transactions, Inc. (“General Transactions”)	Unit A2202, Jianwai SOHO, 39 East 3rd Ring Road, Chaoyang District, Beijing 100022, People’s Republic of China
Mr. Sergey Alexandrovich Borovskiy (“Mr. Borovskiy”)	Unit A2202, Jianwai SOHO, 39 East 3rd Ring Road, Chaoyang District, Beijing 100022, People’s Republic of China
Mr. Longhua Piao (“Mr. Piao”)	No. 38 Zhujiang Road, Xinqu, Wuxi, Jiangsu Province, People’s Republic of China
Expert Master Holdings Limited (“EMH”)	No. 38 Zhujiang Road, Xinqu, Wuxi, Jiangsu Province, People’s Republic of China
UMW Holdings Berhad	The Corporate, No. 10, Jalan Utas 15/7, Batu Tiga Industrial Estate, 40200 Shah Alam, Selangor, Malaysia
UMW Petropipe (L) Ltd.	Brumby Centre, Lot 42, Jalan Muhibbah, 87000 Labuan F.T., Malaysia
UMW China Ventures (L) Ltd.	Brumby Centre, Lot 42, Jalan Muhibbah, 87000 Labuan F.T., Malaysia

Parent, an exempted company incorporated in the Cayman Islands, was formed for the objective and purpose of, and the nature of the business to be conducted and promoted by it is, principally to acquire the Issuer and to engage in any and all activities necessary or incidental to the foregoing.

General Transactions, an exempted company incorporated in the British Virgin Islands, owns all of the interests in Parent. Upon consummation of the Merger and pursuant to the Rollover/Voting Agreement Assignment, as set forth in Item 4 of this Statement below, General Transactions will own 26.6% of Parent.

(c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:

10

	Present principal occupation/
Name	principal business and address of any corporation
Wuxi Heavy Industries, Ltd.	To act as a holding company to engage in strategic business operations and activities Unit A2202, Jianwai SOHO, 39 East 3rd Ring Road, Chaoyang District, Beijing 100022, People’s Republic of China
General Transactions, Inc.	To act as a holding company to engage in strategic business operations and activities Unit A2202, Jianwai SOHO, 39 East 3rd Ring Road, Chaoyang District, Beijing 100022, People’s Republic of China
Mr. Sergey Alexandrovich Borovskiy	A director and the sole shareholder of General Transactions, Inc.
Mr. Longhua Piao	Chairman of the Board of the Issuer
Expert Master Holdings Limited	To act as a holding company to engage in strategic business operations and activities No. 38 Zhujiang Road, Xinqu, Wuxi, Jiangsu Province, People’s Republic of China
UMW Holdings Berhad	To act as a holding company to engage in strategic business operations and activities The Corporate, No. 10, Jalan Utas 15/7, Batu Tiga Industrial Estate, 40200 Shah Alam, Selangor, Malaysia
UMW Petropipe (L) Ltd.	To act as a holding company to engage in strategic business operations and activities Brumby Centre, Lot 42, Jalan Muhibbah, 87000 Labuan F.T., Malaysia
UMW China Ventures (L) Ltd.	To act as a holding company to engage in strategic business operations and activities Brumby Centre, Lot 42, Jalan Muhibbah, 87000 Labuan F.T., Malaysia

(d)—(e) No Convictions or Proceedings

During the last five years, no Reporting Person (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in it being subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Citizenship

Name	Citizenship
Wuxi Heavy Industries, Ltd.	Cayman Islands
General Transactions, Inc.	British Virgin Islands
Mr. Sergey Alexandrovich Borovskiy	Saint Christopher (St. Kitts) and Nevis
Mr. Longhua Piao	People’s Republic of China
Expert Master Holdings Limited	British Virgin Islands
UMW Holdings Berhad	Malaysia
UMW China Ventures (L) Ltd.	Malaysia
UMW Petropipe (L) Ltd.	Malaysia

11

Item 3. Source and Amount of Funds or Other Consideration

Pursuant to an Agreement and Plan of Merger, dated as of February 21, 2013 (as subsequently amended on August 15, 2013, the “Merger Agreement”), by and among (i) WSP OCTG GROUP Ltd. (“WSP OCTG”), an exempted company with limited liability incorporated under the laws of the Cayman Islands, (ii) JM OCTG GROUP Ltd. (“JM OCTG”), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent and (iii) the Issuer, subject to the conditions set forth in the Merger Agreement, JM OCTG was to be merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of WSP OCTG. 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 B, and is incorporated herein by reference in its entirety.

WSP OCTG and HDS Investments, LLC, a limited liability company organized in the state of Washington and the sole shareholder of WSP OCTG (“HDS”), anticipated that approximately $22.5 million would be expended in acquiring 54,375,226 outstanding Ordinary Shares owned by public shareholders of the Issuer (the “Publicly Held Shares”). This amount included (a) the estimated funds required by WSP OCTG to purchase the Publicly Held Shares, and (b) the estimated transaction costs associated with the purchase of the Publicly Held Shares (excluding any tax liabilities).

The financing for the proposed merger of JM OCTG with and into the Issuer and the other transactions contemplated by the Merger Agreement was to be obtained by WSP OCTG pursuant to an equity commitment letter, dated as of February 21, 2013 (the “Equity Commitment Letter”), by and among HDS, WSP OCTG and JM OCTG. Under the terms and subject to the conditions of the Equity Commitment Letter, HDS was to provide equity financing of an amount of $22.5 million to WSP OCTG to consummate the proposed merger of JM OCTG with and into the Issuer. The information disclosed in this paragraph is qualified in its entirety by reference to the Equity Commitment Letter. A copy of the Equity Commitment Letter is filed as Exhibit C attached hereto and is incorporated herein by reference in its entirety.

Concurrently with the execution of the Merger Agreement, Mr. Piao, EMH and UMW China Ventures (L) Ltd. entered into a rollover agreement (the “Rollover Agreement”) with WSP OCTG and JM OCTG, pursuant to which each of Mr. Piao, EMH and UMW China Ventures (L) Ltd. agreed that, immediately prior to the effective time of the proposed merger of JM OCTG with and into the Issuer, EMH and UMW China Ventures (L) Ltd. would contribute to WSP OCTG 104,100,000 and 45,900,00 Ordinary Shares, respectively, in exchange for 104,100,000 and 45,900,00 ordinary shares of WSP OCTG, respectively. 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 E attached hereto and is incorporated herein by reference in its entirety.

Pursuant to an Amendment No. 2 and Assignment and Assumption Agreement (“Amendment No. 2”), dated March 19, 2014, by and among WSP OCTG, JM OCTG, HDS, Parent, WHI Acquisitions, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), General Transactions and the Issuer, (i) WSP OCTG assigned to Parent all of its representations, warranties, rights, benefits, liabilities and obligations arising under the Merger Agreement and Parent assumed and undertook to pay, discharge or perform when due all of such representations, warranties, rights, benefits, liabilities and obligations, (ii) JM OCTG assigned to Merger Sub all of its representations, warranties, rights, benefits, liabilities and obligations arising under the Merger Agreement and Merger Sub assumed and undertook to pay, discharge or perform when due all of such representations, warranties, rights, benefits, liabilities and obligations, (iii) WSP OCTG, JM OCTG and HDS, respectively, assigned all of their representations, warranties, rights, benefits, liabilities and obligations arising under the Equity Commitment Letter to Parent, Merger Sub and General Transactions, respectively, (iv) the Issuer consented to all such assignments, and (v) certain other amendments to the Merger Agreement were affected, including the replacement of each reference in the Merger Agreement to WSP OCTG and JM OCTG, respectively, with references to Parent and Merger Sub, respectively.  Pursuant to the Merger Agreement (as amended pursuant to Amendment No. 2), and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). The descriptions of the Merger Agreement, the Merger and Amendment No. 2 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 B, and is incorporated herein by reference in its entirety, and Amendment No. 2, a copy of which is filed as Exhibit F, and is incorporated herein by reference in its entirety.

Concurrently with the execution of Amendment No. 2, WSP OCTG, JM OCTG, Parent, Merger Sub, UMW China Ventures (L) Ltd., EMH, Mr. Piao and the Issuer entered into an Assignment and Assumption Agreement (the “Rollover/Voting Agreement Assignment”), dated March 19, 2014, pursuant to which (i) WSP OCTG assigned to Parent all of its representations, warranties, rights, benefits, liabilities and obligations arising under the Voting Agreements (as defined below) and Parent assumed and undertook to discharge or perform when due all of such representations, warranties, rights, benefits, liabilities and obligations and (ii) WSP OCTG assigned to Parent all of its representations, warranties, rights, benefits, liabilities and obligations arising under the Rollover Agreement and Parent assumed and undertook to discharge or perform when due all of such representations, warranties, rights, benefits, liabilities and obligations.  The information disclosed in this paragraph is qualified in its entirety by reference to the Rollover/Voting Agreement Assignment, a copy of which is filed as Exhibit G attached hereto and is incorporated herein by reference in its entirety.

12

Item 4. Purpose of Transaction

On February 21, 2013, the Issuer announced in a press release that it had entered into the Merger Agreement. On August 15, 2013, the Issuer announced in a press release that it had entered into an amendment to the Merger Agreement (the “Amendment No. 1”). On March 19, 2014, the Issuer announced in a press release that it had entered into Amendment No. 2.  Pursuant to the Merger Agreement (as amended pursuant to Amendment No. 1 and Amendment No. 2), 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 (as amended pursuant to Amendment No. 1 and Amendment No. 2), 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 held by EMH and UMW China Ventures (L) Ltd. (the “Excluded Shares”), will be converted into the right to receive $0.32 per share in cash without interest and net of applicable withholding taxes, and each ADS issued and outstanding immediately prior to the effective time of the Merger (other than ADSs representing the Excluded Shares) will represent the right to surrender the ADS in exchange for $3.20 in cash without interest and net of applicable withholding taxes and depositary fees. The Merger is subject to the approval of the Company’s special committee and shareholders and various other closing conditions.

The purpose of the transactions contemplated under the Merger Agreement, including the Merger, in each case as amended by Amendment No. 1 and Amendment No. 2, is to acquire all of the Publicly Held Shares. If the Merger is consummated, the Ordinary Shares represented by ADSs 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 Company will be privately held by Reporting Persons other than Merger Sub. 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, Amendment No. 1 and Amendment No. 2, which are incorporated herein by reference in their entirety.

Concurrently with the execution of the Merger Agreement, each of Mr. Piao, EMH and UMW China Ventures (L) entered into a voting agreement (each a “Voting Agreement”) with WSP OCTG, pursuant to which each of Mr. Piao, EMH and UMW China Ventures (L) had agreed (i) when a meeting of the shareholders of the Issuer was held, to appear at such meeting or otherwise cause the Ordinary Shares it holds 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 the Ordinary Shares it holds in favor of the adoption of the Merger Agreement and the approval of the merger of JM OCTG with and into the Issuer and (iii) to vote or cause to be voted at such meeting all the Ordinary Shares it held against the approval of any alternative transaction or proposal or any other action contemplated by any alternative transaction or proposal. The information disclosed in this paragraph is qualified in its entirety by reference to the Voting Agreements, the form of which is filed as Exhibit D attached hereto and is incorporated herein by reference in its entirety.

Concurrently with the execution of Amendment No. 2, WSP OCTG, JM OCTG, Parent, Merger Sub, UMW China Ventures (L) Ltd., EMH, Mr. Piao and the Issuer entered into the Rollover/Voting Agreement Assignment, pursuant to which (i) WSP OCTG assigned to Parent all of its representations, warranties, rights, benefits, liabilities and obligations arising under the Voting Agreements and Parent assumed and undertook to discharge or perform when due all of such representations, warranties, rights, benefits, liabilities and obligations and (ii) WSP OCTG assigned to Parent all of its representations, warranties, rights, benefits, liabilities and obligations arising under the Rollover Agreement and Parent assumed and undertook to discharge or perform when due all of such representations, warranties, rights, benefits, liabilities and obligations.  Pursuant to the Rollover/Voting Agreement Assignment, each of Mr. Piao, EMH and UMW China Ventures (L) have agreed (i) when a meeting of the shareholders of the Issuer is held, to appear at such meeting or otherwise cause the Ordinary Shares it holds 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 the Ordinary Shares it holds in favor of the adoption of the Merger Agreement (as amended pursuant to Amendment No. 1 and Amendment No. 2) and the approval of the Merger and (iii) to vote or cause to be voted at such meeting all the Ordinary Shares it held against the approval of any alternative transaction or proposal or any other action contemplated by any alternative transaction or proposal.  The information disclosed in this paragraph is qualified in its entirety by reference to (i) the Voting Agreements, the form of which is filed as Exhibit D attached hereto and is incorporated herein by reference in its entirety and (ii) the Rollover/Voting Agreement Assignment, a copy of which is filed as Exhibit G attached hereto 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 Items 3 and 4 above, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in Item 2, 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.

13

Item 5. Interest in Securities of the Issuer.

(a) – (b) By reason of the Voting Agreements described in Item 4 above and the irrevocable proxy contained therein, Parent may be deemed to beneficially own and have the shared voting power to vote or to direct the vote of (but no power to dispose of or to direct the disposition of an aggregate 150,000,000 Ordinary Shares, composed of 104,100,000 Ordinary Shares held by EMH and 45,900,000 Ordinary Shares held by UMW China Ventures (L) Ltd., collectively representing approximately 73.4% of the total Ordinary Shares.

General Transactions, as the 100% shareholder of Wuxi Heavy Industries, Ltd., may be deemed to beneficially own and has the shared voting power to vote or to direct the vote of 150,000,000 Ordinary Shares, representing approximately 73.4% of the total Ordinary Shares.

Mr. Borovskiy, as the 100% shareholder of General Transactions, may be deemed to beneficially own and has the shared voting power to vote or to direct the vote of 150,000,000 Ordinary Shares, representing approximately 73.4% of the total Ordinary Shares.

Each of Parent, General Transactions and Mr. Borovskiy may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons.

EMH, as of the filing date, beneficially and directly owns 104,100,000 Ordinary Shares, representing 50.9% of the total Ordinary Shares.

Mr. Piao, as of the filing date, beneficially owns through EMH 104,100,000 Ordinary Shares, representing 50.9% of the total Ordinary Shares. Each of EMH and Mr. Piao may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons.

UMW China Ventures (L) Ltd., as of the filing date, beneficially and directly owns 45,900,000 Ordinary Shares, representing 22.5 % of the total Ordinary Shares.

UMW Petropipe (L) Ltd., as of the filing date, beneficially owns through UMW China Ventures (L) Ltd 45,900,000 Ordinary Shares, representing 22.5 % of the total Ordinary Shares.

UMW Holdings Berhad, as of the filing date, beneficially owns through UMW Petropipe (L) Ltd., which wholly owns UMW China Ventures (L) Ltd., 45,900,000 Ordinary Shares, representing 22.5 % of the total Ordinary Shares.

Each of UMW China Ventures (L) Ltd., UMW Petropipe (L) Ltd. and UMW Holdings Berhad may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, comprised of the Reporting Persons.

(c) Except as described above, no transactions in the shares of Ordinary Shares were effected by the Reporting Persons during the past sixty days.

(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Ordinary Shares owned by the Reporting Persons.

(e) Not applicable.

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

Except for the information set forth Items 3 and 4, which is hereby incorporated by reference, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons nor between any of the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the shares (including as a result of any pledge), finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

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Item 7. Material to Be Filed as Exhibits

Exhibit A	Joint Filing Agreement, dated March 28, 2014, by and among Mr. Piao, EMH, UMW, Mr. Borovskiy, General Transactions, and Parent.
Exhibit B	Agreement and Plan of Merger, dated February 21, 2013, by and among the Issuer, WSP OCTG and JM OCTG (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K filed by WSP Holdings Limited on February 21, 2013 (File No. 001-33840)), as amended pursuant to that certain Amendment to the Agreement and Plan of Merger, dated August 15, 2013, by and among the Issuer, WSP OCTG and JM OCTG (incorporated herein by reference to Exhibit 99.2 to the Current Report on Form 6-K filed by WSP Holdings Limited on August 15, 2013 (File No. 001-33840)).
Exhibit C	Equity Commitment Letter, dated February 21, 2013, by and among HDS, WSP OCTG and JM OCTG.
Exhibit D	Form of Voting Agreements, dated February 21, 2013, by and among WSP OCTG and each of Mr. Piao, EMH and UMW China Ventures (L).
Exhibit E	Rollover Agreement, dated February 21, 2013, by and among Mr. Piao, EMH, UMW China Ventures (L) Ltd., WSP OCTG and JM OCTG.
Exhibit F	Amendment No. 2 and Assignment and Assumption Agreement, dated March 19, 2014, by and among WSP OCTG, JM OCTG, HDS, Parent, Merger Sub, General Transactions and the Issuer.
Exhibit G	Assignment and Assumption Agreement, dated March 19, 2014, by and among WSP OCTG, JM OCTG, Parent, Merger Sub, UMW China Ventures (L) Ltd., EMH, Mr. Piao and the Issuer.

15

SIGNATURE

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: March 28, 2014

Reporting Persons:

Wuxi Heavy Industries, Ltd.

/s/ Sergey Alexandrovich Borovskiy

Name: Sergey Alexandrovich Borovskiy

Title: Director

General Transactions, Inc.

/s/ Sergey Alexandrovich Borovskiy

Name: Sergey Alexandrovich Borovskiy

Title: Director

Sergey Alexandrovich Borovskiy

/s/ Sergey Alexandrovich Borovskiy

Name: Sergey Alexandrovich Borovskiy

Longhua Piao

/s/ Longhua Piao

Name: Longhua Piao

Expert Master Holdings Limited

/s/ Longhua Piao

Name: Longhua Piao

Title: Director

UMW Holdings Berhad

/s/ Longhua Piao

Name: Longhua Piao

Title: Director

16

UMW China Venture (L) Ltd.

/s/ Longhua Piao

Name: Longhua Piao

Title: Director

UMW Petropipe (L) Ltd.

/s/ Longhua Piao

Name: Longhua Piao

Title: Director

17

EX-99.A

EXHIBIT A

AGREEMENT REGARDING THE JOINT FILING OF

SCHEDULE 13D

The undersigned hereby agree as follows:

(i)  Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

This agreement may be executed in several counterparts, all of which together shall constitute one and the same instrument.

Date:  March 28, 2014

Wuxi Heavy Industries, Ltd.

/s/ Sergey Alexandrovich Borovskiy

Name: Sergey Alexandrovich Borovskiy

Title: Director

General Transactions, Inc.

/s/ Sergey Alexandrovich Borovskiy

Name: Sergey Alexandrovich Borovskiy

Title: Director

Sergey Alexandrovich Borovskiy

/s/ Sergey Alexandrovich Borovskiy

Name: Sergey Alexandrovich Borovskiy

Longhua Piao

/s/ Longhua Piao

Name: Longhua Piao

Expert Master Holdings Limited

/s/ Longhua Piao

Name: Longhua Piao

Title: Director

UMW Holdings Berhad

/s/ Longhua Piao

Name: Longhua Piao

Title: Director

UMW China Venture (L) Ltd.

/s/ Longhua Piao

Name: Longhua Piao

Title: Director

UMW Petropipe (L) Ltd.

/s/ Longhua Piao

Name: Longhua Piao

Title: Director

EX-99.C

Exhibit C

EQUITY COMMITMENT LETTER

21 February 2013

H.D.S. Investments LLC

Room #405, Bldg C

Wangzhuang Science & Technology Innovation Park, No. 4

Longshan Road, New District, Wuxi

Jiangsu Province, People’s Republic of China

Ladies and Gentlemen:

This letter agreement sets forth the commitment of H.D.S. Investments LLC, a limited liability company incorporated under the laws of State of Washington (“Sponsor”), subject to the terms and conditions contained herein, to purchase certain equity interests of WSP OCTG GROUP Ltd. (WSP石油钢管集团有限公司), an exempted company with limited liability incorporated under the laws of  the Cayman Islands (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among WSP Holdings Limited, an exempted company with limited liability incorporated under the laws of  the Cayman Islands (the “Company”), Parent and JM OCTG GROUP Ltd. (JM石油钢管集团有限公司), an exempted company with limited liability incorporated under the laws of  the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

1. Commitment. Sponsor hereby commits, subject to the terms and conditions set forth herein, that, simultaneous with the Closing, it shall purchase, or shall cause the purchase of, equity interests of Parent for an aggregate amount equal to US$22,500,000 (the “Commitment”), solely for the purpose of Parent and/or Merger Sub funding, and to the extent necessary to fund, the aggregate Per Share Merger Consideration, Per ADS Merger Consideration and Option Consideration (and any payments that may need to be made in respect of the Dissenting Shares) pursuant to and in accordance with the Merger Agreement, together with related fees and expenses. The amount of the Commitment to be funded under this letter agreement simultaneous with the Closing may be reduced in an amount specified by Parent (and agreed by the Company) but only to the extent that it will be possible for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement with Sponsor contributing less than the full amount of the Commitment.

2. Conditions. The Commitment shall be subject to (i) the execution and delivery of the Merger Agreement by the Company, and (ii) the satisfaction or waiver at the Closing of each of the conditions to Parent’s and Merger Sub’s obligations to consummate the transactions contemplated by the Merger Agreement.

3. Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, the Guarantor is executing and delivering to the Company a limited

guarantee, dated as of the date hereof, related to Parent’s and Merger Sub’s payment obligations under the Merger Agreement (the “Limited Guarantee”). Other than with respect to Retained Claims (as defined under the Limited Guarantee), the Company’s remedies against the Guarantor under the Limited Guarantee shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and its Affiliates (other than the Rollover Shareholders or any of their Affiliates or any such Persons’ respective officers and directors) against (i) the Sponsor, Parent or Merger Sub and (ii) any former, current and future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees of, the Sponsor, Parent or Merger Sub or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing (other than the Rollover Shareholders or any of their Affiliates or any such Persons’ respective officers and directors) (those persons and entities described in clause (ii) each being referred to as a “Non-Recourse Party”) in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement and the transactions contemplated thereby, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not Parent’s or Merger Sub’s breach is caused by Sponsor’s breach of its obligations under this letter agreement.

4. Enforceability. This letter agreement may only be enforced by (i) Parent at the direction of Sponsor or (ii) the Company.  Neither Parent’s, Merger Sub’s nor the Company’s creditors shall have the right to enforce this letter agreement or to cause Parent to enforce this letter agreement.  For the avoidance of doubt, the Company shall have the right to cause Parent to enforce this letter agreement on the terms and subject to the conditions hereof.

5. No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent, Merger Sub, the Company and Sponsor. Together with the Merger Agreement and the Limited Guarantee, this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Guarantor, Sponsor or any of their respective Affiliates, on the one hand, and Parent or any of its Affiliates, on the other (in each case, other than other than the Rollover Shareholders or any of their Affiliates), with respect to the transactions contemplated hereby. No transfer of any rights or obligations hereunder shall be permitted without the consent of Parent, Merger Sub, the Company and Sponsor. Any transfer in violation of the preceding sentence shall be null and void.

6. Governing Law; Jurisdiction; Venue. This letter agreement, and all claims and causes of action arising out of, based upon, or related to this letter agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware. In the event any dispute arises among the parties hereto out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this

Section 6. The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this letter agreement, which rules are deemed to be incorporated by reference in this Section 6. The place of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which shall be designated as set forth in Section 10.9 of the Merger Agreement. The arbitration shall be conducted in private. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 6 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity. Each of the parties hereto agrees that notice or the service of process in any action, suit or proceeding arising out of, based upon or relating to this letter agreement or the rights and obligations arising hereunder shall be properly served or delivered if delivered in the manner contemplated by Section 6 of the Limited Guarantee, with respect to Sponsor, and Section 10.2 of the Merger Agreement, with respect to Parent or Merger Sub.

7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LEGAL ACTION, SUIT OR PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF, BASED UPON OR RELATING TO THIS LETTER AGREEMENT OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF.

8. Counterparts. This letter agreement may be executed by facsimile and 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.

9. Third Party Beneficiaries. This letter agreement shall inure to the benefit of and be binding upon Parent, Merger Sub and Sponsor. The Company is a third party beneficiary of this letter agreement with full rights of enforcement of this letter agreement. Except as provided in the immediately preceding sentence, nothing in this letter agreement, express or implied, is intended to confer upon any person other than Parent, Merger Sub and Sponsor any rights or remedies under, or by reason of, or any rights to enforce or cause Parent or Merger Sub to enforce, the Commitment or any provisions of this letter agreement or to confer upon any person any rights or remedies against any person other than Sponsor (but only at the direction of Sponsor as contemplated hereby) under or by reason of this letter

agreement. Without limiting the foregoing, neither Parent’s nor Merger Sub’s creditors shall have any right to enforce this letter agreement or to cause Parent or Merger Sub to enforce this letter agreement.

10. Termination. The obligation of Sponsor to fund the Commitment will 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 obligation will be discharged but subject to the performance of such obligation and (c) the Company or any of its Affiliates (other than the Rollover Shareholders or any of their Affiliates or any such Persons’ respective officers and directors), directly or indirectly, asserting a claim against the Guarantor, Sponsor or any Non-Recourse Party in connection with this letter agreement, the Merger Agreement, the Limited Guarantee or any of the transactions contemplated hereby or thereby or otherwise relating hereto or thereto, other than the Company asserting any Retained Claim (as defined under the Limited Guarantee). Notwithstanding anything in this Section 10 to the contrary, in the event the Company, as the express third party beneficiary hereunder, shall have filed any claim or suit to enforce the terms of this letter agreement prior to such termination, the obligation to fund the Commitment and all other obligations of Sponsor hereunder shall not expire, and shall remain in full force and effect, during the time such suit or action is pending, plus twenty (20) Business Days or until the time period established by the court presiding over such claim or suit.

11. No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that Sponsor may be a partnership or limited liability company, by its acceptance of the benefits of this letter agreement, Parent acknowledges and agrees that no Person other than Sponsor has any obligations hereunder and that no recourse shall be had hereunder, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, any Non-Recourse Party, through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise.

12. Representations and Warranties. Sponsor hereby represents and warrants with respect to itself to Parent that: (a) it has all limited partnership or other organizational power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Sponsor has been duly and validly authorized and approved by all necessary limited partnership or other organizational action by it; (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 it in accordance with the terms of this letter agreement; (d) the Commitment is less than the maximum amount that Sponsor is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise; and (e) Sponsor has available funds in excess of the Commitment.

13. Interpretation. For the avoidance of doubt, the Rollover Agreements, the transactions contemplated therein and any proceeding or claim arising thereunder shall be interpreted as separate and distinct from the Merger Agreement, and the phrases “this letter agreement or the Merger Agreement and the transactions contemplated thereby”; “all prior

agreements, understandings and statements, written or oral, between Sponsor or any of their respective Affiliates”; “any document or agreement entered into in connection with the Merger Agreement”; “arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby”; and phrases of similar import shall be interpreted to exclude the Rollover Agreements, the transactions contemplated therein and any proceeding or claim arising thereunder.

* * * * *

Sincerely,

H.D.S. Investments LLC

By:	/s/ Jubao Xie
Name:	Jubao Xie
Title:	Director

[Equity Commitment Letter Signature Page]

Agreed to and accepted:

WSP OCTG GROUP Ltd. (WSP 石油钢管集团有限公司)

By:	/s/ Jubao Xie
Name:	Jubao Xie
Title:	Director

[Equity Commitment Letter Signature Page]

Agreed to and accepted:

JM OCTG GROUP Ltd.(JM石油钢管集团有限公司)

By:	/s/ Jubao Xie
Name:	Jubao Xie
Title:	Director

[Equity Commitment Letter Signature Page]

EX-99.D

Exhibit D

VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”) is entered into as of 21 February 2013 by and among WSP OCTG GROUP Ltd. (WSP石油钢管集团有限公司), a company incorporated under the laws of the Cayman Islands (“Parent”), JM OCTG GROUP Ltd. (JM石油钢管集团有限公司), a company incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and [      ] (the “Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

WHEREAS, Parent, Merger Sub and WSP Holdings Limited (the “Company”) have, concurrently with the execution of this Agreement, entered into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, the Shareholder, Parent and Merger Sub are executing this agreement concurrently with the execution of the Merger Agreement;

WHEREAS, the Shareholder is the record and beneficial owner (as defined under Rule 13d-3 of the Exchange Act) of (i) [        ] Company Shares, and (ii) Company Options to acquire zero Company Shares (such Company Shares and Company Options, together with any other Company Shares acquired (whether beneficially or of record) by the Shareholder after the date hereof and prior to the earlier of the Effective Time and the termination of all of the Shareholder’s obligations under this Agreement, including any Company Shares acquired by means of purchase, dividend or distribution, or issued upon the exercise of any Company Options or warrants or the conversion of any convertible securities or otherwise, being collectively referred to herein as the “Securities”);

WHEREAS, the Shareholder, pursuant to that certain Rollover Agreement, dated as of the date hereof, by and among Parent, Merger Sub, the Shareholder and the other shareholders of the Company named therein (the “Rollover Agreement”), has agreed to contribute certain of its Securities to Parent and/or Merger Sub in accordance with the terms and conditions set forth therein;

WHEREAS, receipt of the Requisite Shareholder Approval is a condition to the consummation of the Merger; and

WHEREAS, as a condition to the willingness of Parent, Merger Sub and the Company to enter into the Merger Agreement and as an inducement and in consideration therefor, the Shareholder has agreed to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

VOTING; GRANT AND APPOINTMENT OF PROXY

Section 1.1 Voting. From and after the date hereof until the earlier of (a) the Effective Time, (b) the termination of the Merger Agreement pursuant to and in compliance with the terms therein, and (c) the occurrence of a Company Board Recommendation Change (such earlier time, the “Expiration Time”), the Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, or in connection with any written consent of the Company’s shareholders, the Shareholder shall (i) appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Shareholder’s Securities,

(a) for the authorization and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement,

(b) against any Acquisition Proposal, without regard to the terms of such Acquisition Proposal, or any other transaction, proposal, agreement or action made in opposition to the authorization and approval of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement,

(c) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Shareholder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Company Subsidiary (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company or any Company Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Company Subsidiary; (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 the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, except if approved in writing by Parent; (v) any action that would require the consent of Parent pursuant to Section 5.1 of the Merger Agreement, 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,

(d) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement, and

(e) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement.

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Section 1.2 Grant of Irrevocable Proxy; Appointment of Proxy.

1.2.1 From and after the date hereof until the Expiration Time, the Shareholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any designee thereof, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote or cause to be voted (including by proxy or written consent, if applicable) the Securities:

(a) for authorization and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement;

(b) against any Acquisition Proposal, without regard to the terms of such Acquisition Proposal, or any other transaction, proposal, agreement or action made in opposition to authorization and approval of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement;

(c) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Shareholder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Company Subsidiary (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company or any Company Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Company Subsidiary; (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 the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, except if approved in writing by Parent; (v) any action that would require the consent of Parent pursuant to Section 5.1 of the Merger Agreement, 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;

(d) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement; and

(e) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement.

1.2.2 The Shareholder hereby represents that any proxies heretofore given in respect of the Shareholder’s Securities, if any, are revocable, and hereby revokes such proxies.

1.2.3 The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Shareholder

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under this Agreement. The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then the Shareholder agrees to vote the Shareholder’s Securities in accordance with Section 1.1 above as instructed by Parent in writing prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.

Section 1.3 Restrictions on Transfers. Except as provided for in the Rollover Agreement or pursuant to the Merger Agreement, the Shareholder hereby agrees that, from the date hereof until the Expiration Time, the Shareholder shall not, directly or indirectly, (a) sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or enter into any Contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, Lien, hypothecation or similar disposition of (by merger, by testamentary disposition, by operation of law or otherwise) (collectively, “Transfer”), any Securities, (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, or (d) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b) or (c).

Section 1.4 Inconsistent Agreements. The Shareholder hereby covenants and agrees that, except for this Agreement, the Shareholder (a) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Shareholder’s Securities and (b) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy, consent or power of attorney with respect to the Shareholder’s Securities.

ARTICLE II

NO SOLICITATION

Section 2.1 Restricted Activities. (a) Prior to the Expiration Time, the Shareholder in its capacity as a shareholder of the Company shall not, and shall use its reasonable best efforts to cause its officers, directors, employees, agents, advisors and other representatives (in each case, acting in their capacity as such to the Shareholder, in its capacity as a shareholder (the “Shareholder’s Representatives”)) not to, directly or indirectly: (a) initiate, solicit, propose, encourage or knowingly facilitate (including by providing information) any inquiries, proposals or offers with respect to, or the making or completion of, an Acquisition Proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, (b) engage, continue or participate in any negotiations concerning, or provide or cause to be provided any non-public information or data relating to the Company or any Company Subsidiary in connection with, or have any discussions (other than to state that they are not permitted to have discussions) with any Person relating to, an actual or proposed Acquisition Proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, (c) to the extent permitted by applicable Law, grant any waiver, amendment or release under any standstill or confidentiality agreement or any takeover, moratorium, “fair price,” “control share,” “affiliated transaction,” “business combination” or other similar Law applicable to the

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Company (collectively, “Takeover Statutes”), or otherwise knowingly facilitate any effort or attempt by any person to make an Acquisition Proposal (including providing consent or authorization to make an Acquisition Proposal to any officer or employee of the Company or to the Company Board (or any member thereof) pursuant to any confidentiality agreement entered into prior to the date hereof), (d) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to any Acquisition Proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, or (e) resolve to propose or agree to do any of the foregoing (the activities specified in clauses (a) through (e) being hereinafter referred to as the “Restricted Activities”).

(b)Notwithstanding anything to the contrary contained in Section 2.1(a) above, at any time after the date hereof, following the receipt by the Company of a bona fide written Acquisition Proposal that did not result from a breach by the Shareholder of Section 2.1(a) above, the Shareholder may engage or participate in discussions with the Person who has made such Acquisition Proposal regarding such Acquisition Proposal; provided that prior to taking any such action, the Special Committee shall have confirmed in writing to the Shareholder that it has determined in good faith, (x) after consultation with outside legal counsel, that failure by the Company to engage or participate in discussions with the Person who has made such Acquisition Proposal would have been inconsistent with the directors’ fiduciary duties under applicable Laws, and (y) after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably expected to lead to a Superior Proposal.

Section 2.2 Notification. The Shareholder, in its capacity as a shareholder of the Company, shall and shall use its reasonable best efforts to, cause the Shareholder’s Representatives to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may have been conducted heretofore with respect to an Acquisition Proposal. From and after the date hereof until the Expiration Time, the Shareholder shall promptly advise each of Parent and the Company  orally (and in any event within 24 hours) and subsequently in writing of (x) any Acquisition Proposal, (y) any request it receives in its capacity as a shareholder of the Company for non-public information relating to the Company or any Company Subsidiary, other than requests for information not reasonably expected to be related to or result into an Acquisition Proposal, and (z) any inquiry or request for discussion or negotiation it receives in its capacity as a shareholder of the Company regarding an Acquisition Proposal, including in each case the identity of the person making any such Acquisition Proposal or indication or inquiry and the terms of any such Acquisition Proposal or indication or inquiry (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements). The Shareholder, in its capacity as a shareholder of the Company, shall keep each of Parent and the Company reasonably informed on a reasonably current basis of the status and terms (including any material changes to the terms thereof) of any such Acquisition Proposal or indication or inquiry (including, if applicable, any revised copies of written requests, proposals and offers) and the status of any such discussions or negotiations to the extent known by the Shareholder. This Section 2.2 shall not apply to any Acquisition Proposal received by the Company. The Shareholder’s receipt, in its capacity as a shareholder of the Company, of any Acquisition Proposal shall not relieve the Shareholder from any of its obligations hereunder.

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Section 2.3 Capacity. Notwithstanding anything to the contrary set forth in this Article II, the Shareholder is signing this Agreement solely and only in the Shareholder’s capacity as a shareholder of the Company and, accordingly, nothing contained herein shall in any way limit or affect any actions taken by any shareholder of the Shareholder, or any trustee of any shareholder of the Shareholder, in his capacity as an officer or director of the Company, and no action taken in any such capacity as an officer or director of the Company shall be deemed to constitute a breach of this Agreement.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS

OF THE SHAREHOLDER

Section 3.1 Representations and Warranties. The Shareholder represents and warrants to Parent and Merger Sub as follows: (a) the Shareholder has full legal right, power and authority to execute and deliver this Agreement, to perform the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly executed and delivered by the Shareholder and the execution, delivery and performance of this Agreement by the Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Shareholder and no other actions or proceedings on the part of the Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (c) assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, this Agreement constitutes the valid and binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms, (d) the execution and delivery of this Agreement by the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any Law or agreement binding upon the Shareholder or the Shareholder’s Securities, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except for filings with the Securities and Exchange Commission by the Shareholder, and (e) except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the “blue sky” laws of the various states of the United States, the Shareholder owns, beneficially and of record, or controls all of its Securities (and any additional Securities acquired after the date hereof), and all of such Securities are free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement), and has sole voting power and sole power of disposition with respect to the Shareholder’s Securities, with no restrictions on the Shareholder’s rights of voting or disposition pertaining thereto and no person other than the Shareholder has any right to direct or approve the voting or disposition of any of the Shareholder’s Securities. The Shareholder understands and acknowledges that Parent, Merger Sub and the Company are entering into the Merger Agreement in reliance upon the Shareholder’s execution, delivery and performance of this Agreement.

Section 3.2 Covenants. The Shareholder hereby:

(a) agrees, prior to the Expiration Time, not to take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have or could have the effect of preventing, impeding or interfering with or adversely affecting the performance by the Shareholder of its obligations under this Agreement;

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(b) irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that the Shareholder may have with respect to the Shareholder’s Securities (including without limitation any appraisal rights pursuant to Section 238 of the Cayman Companies Law) prior to the Expiration Time;

(c) agrees to promptly notify Parent and Merger Sub of the number of any new Securities acquired by the Shareholder after the date hereof and prior to the Expiration Time. Any such Securities shall be subject to the terms of this Agreement as though owned by the Shareholder on the date hereof;

(d) agrees to permit the Company to publish and disclose in the Proxy Statement, the Shareholder’s identity and ownership of Company Shares and Company Options or other equity securities of the Company and the nature of the Shareholder’s commitments, arrangements and understandings under this Agreement;

(e) authorizes the Company, Parent, Merger Sub and their respective counsel and representatives to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shareholder’s Securities (and that this Agreement places limits on the voting and transfer of such Securities);

(f) agrees that, prior to the Expiration Time, it shall support, and grant all approvals, and take all actions reasonably requested by Parent, Merger Sub or the Company to ensure that any and all Takeover Statutes shall be inapplicable to this Agreement, the Merger Agreement, the Merger or the other transactions contemplated by the Merger Agreement; and

(g) agrees that, upon request of Parent, Merger Sub or the Company, the Shareholder shall execute and deliver any additional documents, consents or instruments and take such further actions as may reasonably be deemed by Parent or Merger Sub to be necessary or desirable to carry out the provisions of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Section 4.1 Representations and Warranties of Parent and Merger Sub. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to the Shareholder as follows: (a) this Agreement has been duly and validly authorized by each of Parent’s and Merger Sub’s respective board of directors, (b) this Agreement has been duly executed and delivered by a duly authorized officer or other representative of each of Parent and Merger Sub and (c) assuming this Agreement constitutes a valid and binding agreement of the Shareholder, this Agreement constitutes a valid and binding agreement of Merger Sub and Parent, enforceable against Merger Sub or Parent, as applicable, in accordance with its terms.

ARTICLE V

TERMINATION

This Agreement shall terminate and be of no further force or effect upon the earlier to occur of (A) the Closing and (B) the date of termination of the Merger Agreement in accordance with its terms. Notwithstanding the preceding sentence, this Article V and Article

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VI shall survive any termination of this Agreement. Nothing in this Article V shall relieve or otherwise limit any party of liability for willful breach of this Agreement.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Expenses. Except as otherwise may be agreed in writing, all costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring or required to incur such costs, fees and expenses.

Section 6.2 Notices. Any notices or other communications required or permitted under, or otherwise in connection with this Agreement, shall be in writing and shall be deemed to have been duly given when delivered in person or upon confirmation of receipt when transmitted by facsimile transmission or by electronic mail (but only if followed by transmittal by overnight courier or hand for delivery on the next Business Day) or on receipt after dispatch by registered or certified mail, postage prepaid, addressed, or on the next Business Day if transmitted by international overnight courier, in each case as follows:

If to Parent or Merger Sub, at:

Room #405, Bldg C

Wangzhuang Science & Technology Innovation Park

No. 4 Longshan Road, New District

Wuxi, Jiangsu Province, P.R. China

Attention: Zhiwen Zhou

Facsimile No.: +86-510-8181-6811

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

DLA Piper UK LLP
20th Floor, South Tower
Beijing Kerry Center
1 Guanghua Road
Chaoyang District
Beijing 100020, China

Attention: Steven Liu

Facsimile No.: +86-10-6561-5158

If to the Shareholder, at:

[                    ]

Or, in each case, to such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

Section 6.3 No Partnership, Agency, or Joint Venture. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.

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Section 6.4 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only as broad as is enforceable.

Section 6.5 Entire Agreement; Benefit. This Agreement, the Merger Agreement and the Rollover Agreement embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. The representations and warranties set forth herein and the covenants set forth herein have been made solely for the benefit of the parties to this Agreement and (a) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate and (b) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company.

Section 6.6 Specific Performance. The Shareholder acknowledges that monetary damages would not be an adequate remedy in the event that any covenant or agreement in this Agreement is not performed in accordance with its terms, and it is therefore agreed that, in addition to and without limiting any other remedy or right it may have, Parent, Merger Sub 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. The 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, Merger Sub or the Company shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

Section 6.7 Amendments; Waivers. At any time prior to the Expiration Time, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Shareholder, Parent, Merger Sub and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by Merger Sub, Parent or the Company in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

Section 6.8 Governing Law. (a) This Agreement (other than with respect to matters relating to fiduciary duties of the Company Board), and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement (other than with respect to matters relating to fiduciary duties of the Company Board) or the negotiation, execution or performance hereof (other than with respect to matters relating to fiduciary duties of the Company Board) (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be interpreted, construed,

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performed and enforced in accordance with the Laws of the State of Delaware 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.

(b) All claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to matters relating to fiduciary duties of the Company Board, shall be interpreted, construed, performed and enforced in accordance with the Laws of the Cayman Islands 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.

Section 6.9 Consent to Jurisdiction. In the event any dispute arises among the parties hereto out of or in relation to this Agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 6.9. The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this Agreement, which rules are deemed to be incorporated by reference in this Section 6.9. The place of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators. One arbitrator shall be nominated by the Company or the Parent, as applicable, and one arbitrator shall be nominated by the Shareholder. If any party shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two arbitrators so chosen shall select a third arbitrator; provided that if such two arbitrators shall fail to choose a third arbitrator within 30 days after such two arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The arbitration shall be conducted in private. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 6.9 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this Agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

Section 6.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR ACTION WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH

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PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION OR ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 6.11 Third Party Beneficiaries. The Company is intended to be an express third party beneficiary of this Agreement, with full rights of enforcement of this Agreement against the Shareholder.  Other than as set forth in the preceding sentence, there are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, obligations or liabilities.

Section 6.12 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 or the Company, except that (i) Merger Sub may assign, in its sole discretion, any of or all of its rights, interest and obligations under this Agreement to Parent or to any direct or indirect wholly owned subsidiary of Parent, but no such assignment shall relieve Merger Sub of its obligations hereunder and (ii) Parent and Merger Sub may assign this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by Parent or Merger Sub, 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 and, in the case of the Shareholder, his estate, heirs, beneficiaries, personal representatives and executors. Parent shall cause Merger Sub, and any assignee thereof, to perform its obligations under this Agreement and shall be responsible for any failure of Merger Sub or such assignee to comply with any representation, warranty, covenant or other provision of this Agreement.

Section 6.13 Mutual Drafting. Each party hereto has participated in the drafting of this Agreement, which each party hereto acknowledges is the result of extensive negotiations between the parties hereto.

Section 6.14 Headings. Headings of the Articles and Sections of this Agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

Section 6.15 Interpretation. When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall be deemed to mean “and/or.” All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document

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made or delivered pursuant thereto 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 term. 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, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

Section 6.16 Counterparts. This Agreement may be executed in two or more consecutive counterparts (including by facsimile or email pdf format), 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, email pdf format or otherwise) to the other parties.

[Signature Pages to follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[Shareholder]

By:

Name:

Title:

Address:

[Voting Agreement Signature Page]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

WSP OCTG GROUP LTD.
(WSP 石油钢管集团有限公司)
By:	/s/ Jubao Xie
Name:	Jubao Xie
Title:	Director

[Voting Agreement Signature Page]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

JM OCTG GROUP LTD.
(JM石油钢管集团有限公司)
By:	/s/ Jubao Xie
Name:	Jubao Xie
Title:	Director

[Voting Agreement Signature Page]

EX-99.E

Exhibit E

ROLLOVER AGREEMENT

This ROLLOVER AGREEMENT (this “Agreement”), by and among WSP OCTG GROUP Ltd. (WSP 石油钢管集团有限公司), an exempted company incorporated in the Cayman Islands (“Parent”), JM OCTG GROUP Ltd.(JM石油钢管集团有限公司), an exempted company incorporated in the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the shareholders of WSP Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company”), listed on the signature pages hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”), is made and entered into as of February 21, 2013. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).

WHEREAS, Parent and Merger Sub have entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Merger Sub and the Company, pursuant to which Merger Sub will merge with and into the Company on the terms and subject to the conditions set forth in the Merger Agreement and the Company shall remain as the Surviving Corporation;

WHEREAS, as a result of the Merger, the Company shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the Merger, including the obligations of Merger Sub set forth in this Agreement, and references in this Agreement to Merger Sub encompass the Surviving Corporation after the Merger;

WHEREAS, each Rollover Shareholder desires to contribute the number of Company Shares shown on Schedule 1 hereto opposite its name (the “Rollover Shares”) to Parent immediately prior to the Effective Time, in exchange for the number of common shares of Parent shown on Schedule 1 hereto opposite its name (the “Parent Issued Securities”).

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

1. Definitions. The following terms are defined as follows:

“Rollover Effective Time” means the time immediately prior to the Effective Time.

“SAFE” means the State Administration of Foreign Exchange.

“SAFE Circulars” means the Notice Regarding Certain Administrative Measures on Financing and Inbound Investments by PRC Residents Through Offshore Special Purpose Vehicles promulgated by SAFE and effective on November 1, 2005 and the Operating Instructions on Foreign Exchange Administration for Domestic Residents Engaging in Financing and Round-tripping Investment via Overseas Special Purpose Vehicles promulgated by SAFE and effective on July 1, 2011.

“Shareholders Agreement” means the Shareholders Agreement among Parent, the Rollover Shareholders and the other shareholders of Parent, to be entered into on or about the Closing Date, substantially in the form attached hereto as Exhibit A and such other terms

and conditions as are reasonably satisfactory to Parent, as may be amended, restated or otherwise modified from time to time.

2. Contribution of Rollover Shares. At the Rollover Effective Time, each Rollover Shareholder shall contribute the Rollover Shares held by it to the capital of Parent and Parent shall accept as a contribution the Rollover Shares. In exchange for the Rollover Shares, Parent shall issue to each Rollover Shareholder a pro rata (in kind and amount) portion of the share capital of Parent (based on the number of Rollover Shares contributed by each Rollover Shareholder) (the “Parent Issued Securities”) at the same price per share as is paid by the other shareholders of Parent (excluding related fees and expenses) in connection with the Closing (the “Per Share Price”), assuming that the price per share paid in respect of each Rollover Share is equal to the Merger Consideration payable in respect of one Company Share under the Merger Agreement. The number of Rollover Shares to be contributed by and of Parent Issued Securities to be issued to each Rollover Shareholder in accordance with this Section 2 is set forth next to such Rollover Shareholder’s name on Schedule 1 hereto.

3. Equity Interests Other Than Rollover Shares and Cashed-Out Shares. Other than for the Rollover Shares and the Cashed-Out Shares, all equity securities of the Company (including, for the avoidance of doubt, Company Options, Company Restricted Shares and other Company Shares) held by each Rollover Shareholder shall be treated at the Effective Time and upon consummation of the Merger as set forth in the Merger Agreement and not be affected by the provisions of this Agreement.

4. Conditions. (a) The consummation of the contribution by each Rollover Shareholder of the Rollover Shares pursuant to Section 2 hereof shall be subject to the satisfaction or (in the case of clauses (i), (ii) and (iii)) waiver by such Rollover Shareholder of the following conditions: (i) the delivery to such Rollover Shareholder by Parent of a copy of the Shareholders Agreement duly executed by Parent; (ii) that the representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects as of the Closing Date; (iii) that Parent shall have performed or complied with in all material respects all covenants required to be performed or complied with by it under this Agreement; (iv) the issuance of the Parent Issued Securities to which such Rollover Shareholder is entitled under Section 2 concurrently with such contribution; and (v) the consummation of the Merger immediately following such contribution.

(b) The consummation of the issuance of the Parent Issued Securities by Parent to each Rollover Shareholder pursuant to Section 2 hereof shall be subject to the satisfaction or (in the case of clauses (i), (ii) and (iii)) waiver by Parent of the following conditions: (i) the execution and delivery by each Rollover Shareholder of a copy of the Shareholders Agreement duly executed by such Rollover Shareholder, (ii) that the representations and warranties of such Rollover Shareholder contained in this Agreement shall be true and correct in all material respects as of the Closing Date; (iii) that such Rollover Shareholder shall have performed or complied with in all material respects all covenants required to be performed or complied with by it under this Agreement; (iv) the contribution by such Rollover Shareholder of the Rollover Shares to be contributed by it under Section 2 and (v) the consummation of the Merger immediately following such issuance of the Parent Issued Securities.

(c) The contribution to Merger Sub and cancellation of the Cashed-Out Shares pursuant to Section 3 hereof shall be subject to the consummation of the Merger immediately following such cancellation.

5. Status of the Parent Issued Securities. The Parent Issued Securities issued to the Rollover Shareholder in consideration for the Rollover Shares shall be issued and credited as fully paid as of the Effective Time.

6. Representations and Warranties by the Rollover Shareholders. Each Rollover Shareholder hereby represents and warrants to Parent and Merger Sub, as of the date hereof and as of the Rollover Effective Time, that:

(a) this Agreement constitutes the legal, valid and binding obligation of such Rollover Shareholder, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by such Rollover Shareholder does not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Rollover Shareholder is a party or any judgment, order or decree to which such Rollover Shareholder is subject;

(b) the execution, delivery and performance by such Rollover Shareholder of this Agreement requires no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official, except, as applicable, (i) for such filings and approvals as may be required by any applicable state securities “blue sky” laws, (ii) for such as have been obtained and (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not reasonably be expected to adversely affect the ability of such Rollover Shareholder to perform its obligations hereunder;

(c) such Rollover Shareholder’s Parent Issued Securities will be acquired for such Rollover Shareholder’s own account and not with a view to, or intention of, or for sale in connection with, any distribution thereof in violation of applicable federal and state securities laws;

(d) such Rollover Shareholder is an “Accredited Investor” as such term is defined in Regulation D under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

(e) such Rollover Shareholder understands that the Parent Issued Shares acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there are substantial restrictions on the transferability of the Parent Issued Shares under the applicable laws and the Shareholders Agreement, and that for an indefinite period following the date hereof there will be no public market for the Parent Issued Shares and that, accordingly, it may not be possible for such Rollover Shareholder to sell the Parent Issued Shares in case of emergency or otherwise;

(f) such Rollover Shareholder’s financial situation is such that such Rollover Shareholder can afford to bear the economic risk of its investment in Parent for an indefinite period of time, and such Rollover Shareholder can afford to suffer the complete loss of such Rollover Shareholder’s investment in Parent;

(g) such Rollover Shareholder and his or her representatives, including, to the extent such Rollover Shareholder deems appropriate, such Rollover Shareholder’s

professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with the investment in Parent, and such Rollover Shareholder understands and is aware of the risks related to such investment;

(h) such Rollover Shareholder and his or her representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Parent and its representatives concerning the terms and conditions of the investment in Parent and related matters and to obtain all additional information which such Rollover Shareholder or his or her representatives deem necessary;

(i) such Rollover Shareholder’s knowledge and experience in financial and business matters are such that such Rollover Shareholder is capable of evaluating the merits and risks of the investment in Parent;

(j) such Rollover Shareholder holds of record and owns beneficially the Rollover Shares to be contributed by such Rollover Shareholder to Parent pursuant to this Agreement, free and clear of any restrictions on transfer (other than any restrictions under applicable federal and state securities laws), taxes, security interests, liens or other encumbrances;

(k) except as disclosed in Section 6(k) of the attached Rollover Disclosure Schedule, as of the date hereof, and without regard to the disclosures in Section 6(k) of the attached Rollover Disclosure Schedule, as of the Rollover Effective Time, such Rollover Shareholder and each of its direct or indirect shareholders or beneficial owners that is a PRC resident (as defined in SAFE Circulars) has taken all required steps to comply with any applicable rules and regulations of SAFE, including, without limitation, completing any registration and other procedures required by SAFE in respect of overseas investments and “round trip” investments;

(l) except as disclosed in any of the SEC Reports, neither such Rollover Shareholder nor any of its Affiliates, nor any individual related by blood, marriage or adoption to any of its Affiliates, is a party to any material agreement, Contract, commitment or transaction with the Company or any Company Subsidiary or has any material interest in any property used by the Company or any Company Subsidiary; and

(m) to the extent the payment of the Merger Consideration to such Rollover Shareholder pursuant to the Merger Agreement is or may be treated as a distribution in redemption of stock for U.S. federal income Tax purposes, such distribution shall be treated as a “substantially disproportionate redemption of stock” with respect to such Rollover Shareholder pursuant to Code Section 302(b)(2) (after application of the constructive ownership rules of Code Section 318).

7. Representations and Warranties of Parent and Merger Sub. Each of Parent and Merger Sub represents and warrants to the Rollover Shareholders, as of the date hereof and as of the Rollover Effective Time, that:

(a) Parent is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands;

(b) each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby;

(c) this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Parent and Merger Sub does not conflict with, violate or cause a breach of any agreement, contract or instrument to which Parent or Merger Sub is a party or any judgment, order or decree to which Parent or Merger Sub is subject;

(d) the execution, delivery and performance by Parent and Merger Sub of this Agreement requires no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official except, as applicable, (i) for such filings and approvals as may be required by any applicable state securities “blue sky” laws, (ii) for such as have been obtained and (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not reasonably be expected to adversely affect the ability of Parent or Merger Sub to perform its obligations hereunder; and

(e) Immediately after the Closing, Parent shall have a number of shares outstanding such that: (i) the number of shares of Parent held by the Rollover Shareholders shall be equal to the number of Rollover Shares contributed by the Rollover Shareholders to Parent pursuant to Section 2 above; and (ii) the number of shares of Parent held by the shareholders of Parent other than the Rollover Shareholders shall be equal to a fraction, the numerator of which shall be the aggregate amount of the equity contributions of such shareholders made to Parent in connection with the Closing, and the denominator of which shall be an amount equal to the per share Merger Consideration. Other than for the shares described in clauses (i) and (ii) of the preceding sentence or as may be agreed prior to Closing by Rollover Shareholders owning no less than 50% of the Rollover Shares, immediately after the Closing, Parent shall not have issued any equity securities, securities convertible into or exchangeable for equity securities, or options or warrants to acquire the same.

8. Termination. This Agreement shall terminate and be of no further force or effect upon the date of termination of the Merger Agreement in accordance with its terms. Notwithstanding the foregoing, this Section 8 and Section 12 hereof shall survive the termination of this Agreement.

9. No Transfer. (a) Between the date of this Agreement and the consummation of the transactions contemplated by this Agreement, none of the Rollover Shareholders shall transfer, pledge, assign, encumber or otherwise dispose of any Rollover Shares or Cashed-Out Shares and each of the Rollover Shareholders shall abide by all covenants set forth in the Voting Agreement to which such Rollover Shareholder is a party.

(b) Except as may be agreed by Parent or as permitted under the Shareholders Agreement, following the Rollover Effective Time, none of the Rollover Shareholders shall transfer, pledge, assign, encumber or otherwise dispose of any Parent Issued Securities, and each Rollover Shareholder shall procure that no indirect transfer of Parent Issued Securities is made by the direct or indirect shareholder of such Rollover Shareholder.

10. Company Covenants. Each of the Rollover Shareholders agrees to cause the Company to perform and comply with all of its covenants and agreements set forth under the Merger Agreement that are to be performed or complied with in whole or in part prior to the Closing Date. Notwithstanding anything to the contrary set forth in the preceding sentence, the Rollover Shareholders are signing this Agreement solely and only in the Rollover Shareholders’ capacities as shareholders of the Company and, accordingly, nothing contained in this Section 10 shall in any way limit or affect any actions taken by any shareholder of any Rollover Shareholder, or any trustee of any shareholder of any Rollover Shareholder, in his capacity as an officer or director of the Company, and no action taken in any such capacity as an officer or director of the Company shall be deemed to constitute a breach of this Agreement.

11. Other Covenants. (a) Each Rollover Shareholder shall, severally but not jointly, bear and pay, reimburse, indemnify and hold harmless Parent, Merger Sub, the Company and any Affiliate thereof for, from and against any and all liability for Taxes imposed under PRC Law (or an official interpretation thereof) on Parent, Merger Sub and, after the Closing, the Company, or any Affiliate thereof, arising from or attributable to (i) the receipt of any Merger Consideration (or other amounts) by such Rollover Shareholder or its Affiliates pursuant to the Merger Agreement and (ii) the receipt of Parent Issued Securities by such Rollover Shareholder or its Affiliates in exchange for the contribution of Rollover Shares to Parent pursuant to this Rollover Agreement (including, for the avoidance of doubt, any PRC withholding Taxes imposed on Parent, Merger Sub, the Company or any Affiliate thereof with respect to the payment of such amounts described in clauses (i) and (ii) above).

(b) Each Rollover Shareholder shall use its reasonable best efforts to obtain, or cooperate with the Company such that Parent, Merger Sub and/or the Company (as applicable) shall obtain, prior to the Closing, from all applicable PRC Governmental Entities, written documentation evidencing that all of the Permits required for the good standing of the Company Subsidiaries or relating to “round trip” investments in respect of the Company or overseas investment by such Rollover Shareholder or any of its Affiliates or beneficial owners who are PRC residents (as defined under SAFE Circulars) and are subject to any of the registration or reporting requirements of SAFE Circulars, have been obtained as required by applicable PRC Law.

(c) The parties to this Agreement agree to treat the payment of the Merger Consideration to each Rollover Shareholder pursuant to the Merger Agreement as made in pursuance to a sale or exchange of a capital asset for U.S. federal income tax purposes. The parties to this Agreement further agree that the payment of the Merger Consideration will not be subject to withholding Taxes under Chapter 3 of the Code or under PRC law.

(d) At Parent’s request, each Rollover Shareholder shall provide to Parent such information as may be reasonably necessary for Parent or its direct or indirect owners to file their U.S. federal, state, local, and non-U.S. Tax Returns (including historic cost basis information).

(e) Each Rollover Shareholder and Parent shall each negotiate the terms and conditions of the Shareholders Agreement in good faith such that the condition set forth in Section 4(b)(i) and Section 4(a)(i), respectively, shall be satisfied.

12. Miscellaneous.

(a) Notices. Any notices or other communications required or permitted under, or otherwise in connection with this Agreement, shall be in writing and shall be deemed to have been duly given when delivered in person or upon confirmation of receipt when transmitted by facsimile transmission or by electronic mail (but only if followed by transmittal by overnight courier or hand delivery on the next Business Day) or on receipt after dispatch by registered or certified mail, postage prepaid, addressed, or on the next Business Day if transmitted by international overnight courier, in each case as follows:

If to Parent or Merger Sub, at:

Room #405, Bldg C

Wangzhuang Science & Technology Innovation Park, No. 4

Longshan Road, New District, Wuxi

Jiangsu Province, P.R. China

Attention: Zhiwen Zhou

Facsimile No.: +86-510-8181 6811

If to the Rollover Shareholder, to the address set forth on the signature page hereto under the Rollover Shareholder’s name, or, in each case, to such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

(b) Survival. All representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby indefinitely; provided that (i) the representations and warranties contained in Section 6(l) of this Agreement shall survive the Closing for a period of one year following the Closing and (ii) the representations and warranties contained in Section 6(k) and Section 6(m) of this Agreement shall survive the Closing for the applicable statute of limitations.

(c) Tax-Free Exchange. The parties hereto intend that for U.S. federal tax purposes, the contribution of the Rollover Shares by each Rollover Shareholder and the receipt of the Parent Issued Securities by each Rollover Shareholder be treated collectively as a transaction governed by Section 721 of the Code, and none of such parties shall take any contrary position unless otherwise required by a change in applicable law; provided, however under no circumstances is it guaranteed that any contribution of the Rollover Shares by the Rollover Shareholders and the receipt of Parent Issued Securities by the Rollover Shareholders will be governed by Section 721 of the Code, and the parties hereto acknowledge and agree that it is in their best interests to consult their own advisors and to draw their own conclusions relating to the applicability of Section 721 of the Code.

(d) Time of the Essence. Time is of the essence for each and every provision of this Agreement. Whenever the last day for the exercise of any privilege or the discharge or any duty hereunder shall fall upon any day that is not a Business Day, the party having such privilege or duty may exercise such privilege or discharge such duty on the next succeeding day which is a regular Business Day.

(e) Further Assurances. From time to time following the date hereof, the parties hereto shall execute and deliver such other instruments of assignment, transfer and delivery (including the delivery by each Rollover Shareholder to Parent or Merger Sub of certificates representing the Rollover Shares or the Cashed-Out Shares) and shall take such other actions as any other party hereto reasonably may request in order to consummate, complete and carry out the transactions contemplated by this Agreement.

(f) 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 contemplated hereby is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, Parent and the Rollover Shareholder shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the greatest extent possible.

(g) Entire Agreement. This Agreement, the Merger Agreement and the Voting Agreements embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(h) Specific Performance. The parties hereto shall be entitled to enforce their rights under this Agreement specifically, to recover damages and costs (including reasonable attorneys’ fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in their favor. Each party hereto agrees and acknowledges that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that, in addition to any other rights and remedies at law or in equity existing in its favor, each party hereto shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

(i) Amendment and Waiver. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of Parent and each Rollover Shareholder. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(j) Delivery by Facsimile and Electronically. This Agreement and any signed agreement or instrument entered into in connection thereto or contemplated thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or email, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through

the use of a facsimile machine or email as a defense to the formation of a contract and each such party forever waives any such defense.

(k) Applicable Law; Dispute Resolution. This Agreement, and all claims and causes of action arising out of, based upon, or related to this Agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware. In the event any dispute arises among the parties hereto out of or in relation to this Agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12(k). The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this Agreement, which rules are deemed to be incorporated by reference in this Section 12(k). The place of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which shall be designated as set forth in Section 10.9 of the Merger Agreement. The arbitration shall be conducted in private. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12(k) shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this Agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity. Each of the parties hereto agrees that notice or the service of process in any action, suit or proceeding arising out of, based upon or relating to this Agreement or the rights and obligations arising hereunder shall be properly served or delivered if delivered in the manner contemplated by Section 12(a) of this Agreement.

(l) WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR ACTION WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR

ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION OR ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12(L).

(m) No Third Party Beneficiaries. There are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, obligations or liabilities.

(n) Assignment. 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 party; provided that prior to the Closing, Parent or Merger Sub may assign this Agreement (in whole but not in part) in connection with a permitted assignment by Parent or Merger Sub, as applicable, of the Merger Agreement. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

(o) Mutual Drafting. Each party hereto has participated in the drafting of this Agreement, which each party hereto acknowledges is the result of extensive negotiations between the parties hereto.

(p) Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(q) Counterparts. This Agreement may be executed by facsimile and in one or more counterparts, and by the different parties 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, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

WSP OCTG GROUP LTD.
(WSP 石油钢管集团有限公司)
By:	/s/ Jubao Xie
Name:	/s/ Jubao Xie
Title:	Director

[Rollover Agreement (WSP OCTG) Signature Page]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

JM OCTG GROUP LTD.
(JM石油钢管集团有限公司)
By:	/s/ Jubao Xie
Name:	/s/ Jubao Xie
Title:	Director

[Rollover Agreement (JM OCTG) Signature Page]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

UMW China Ventures (L) Ltd.
By:	/s/ Datuk Syed Hisham bin Syed Wazir
Name:	Datuk Syed Hisham bin Syed Wazir
Title:	President and Group CEO
Address:
Brumby Centre, Lot 42, Jalan Muhibbah
87000 Federal Territory of Labuan, Malaysia

[Rollover Agreement (UMW) Signature Page]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

Expert Master Holdings Limited
By:	/s/ Piao Longhua
Name:	Piao Longhua
Title:	Director
Address:
P.O. Box 957, Offshore Incorporations Centre
Road Town, Tortola, British Virgin Islands

[Rollover Agreement (EMH) Signature Page]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

Piao Longhua

/s/ Piao Longhua

Address:

No. 38 Zhujiang Road, Xinqu, Wuxi,

  Jiangsu Province, People’s Republic of China

[Rollover Agreement (Piao) Signature Page]

Schedule 1

Name	Rollover Shares	Parent Issued Securities
Expert Master Holdings Limited	104,100,000	104,100,000
UMW China Ventures (L) Ltd.	45,900,000	45,900,000

Exhibit A

Form of Shareholders Agreement

EX-99.F

Exhibit F

AMENDMENT NO. 2 AND ASSIGNMENT AND ASSUMPTION AGREEMENT

This AMENDMENT NO. 2 AND ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of 19 March 2014 (this “Agreement”), is by and among:

1)WSP OCTG GROUP Ltd. (WSP石油钢管集团有限公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands (“WSP OCTG”);

2)JM OCTG GROUP Ltd. (JM石油钢管集团有限公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of WSP OCTG (“JM OCTG”);

3)H.D.S. Investments LLC, a limited liability company incorporated in the State of Washington and the sole shareholder of WSP OCTG (“HDS”) (together with WSP OCTG and JM OCTG, the “Assignors”);

4)Wuxi Heavy Industries, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“New Parent”);

5)WHI Acquisitions, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of New Parent (“New Merger Sub”);

6)General Transactions, Inc., an exempted company incorporated under the laws of the British Virgin Islands (“New Sponsor”) (together with New Parent and New Merger Sub, the “Assignees”); and

7)WSP Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).

Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement and Plan of Merger, dated as of 21 February 2013, as amended on 15 August 2013, pursuant to an Amendment to the Agreement and Plan of Merger (the “Amendment No. 1”), by and among the Company, WSP OCTG and JM OCTG (as amended, the “Merger Agreement”).

RECITALS

WHEREAS, pursuant to the Merger Agreement, the Company, WSP OCTG and JM OCTG have agreed to the terms of the merger of JM OCTG with and into the Company (the “Merger”);

WHEREAS, to induce the Company to enter into the Merger Agreement, HDS entered into a limited guarantee, dated as of 21 February 2013 (the “Guarantee”), in favor of the Company, pursuant to which HDS guaranteed to the Company the due and punctual observance, performance and/or discharge of payment as and when due of certain obligations of WSP OCTG and JM OCTG under the Merger Agreement;

WHEREAS, in connection with the Merger Agreement, HDS entered into an equity commitment letter dated as of 21 February 2013 (the “Equity Commitment Letter”) in favor of WSP OCTG, with the Company as a third party beneficiary;

WHEREAS, (i) WSP OCTG and JM OCTG desire to assign representations, warranties, rights, benefits, liabilities and obligations arising under the Merger Agreement and the Equity Commitment Letter to New Parent and New Merger Sub, and in each case New Parent and New Merger Sub desire to assume and pay, discharge or perform when due all of said representations, warranties, rights, benefits, liabilities and obligations; (ii) HDS desires to assign representations, warranties, rights, benefits, liabilities and obligations arising under the Guarantee and the Equity Commitment Letter to New Sponsor, and in each case New Sponsor desires to assume and pay, discharge or perform when due all of said representations, warranties, rights, benefits, liabilities and obligations (the “Assignment and Assumption”); and (iii) the Company desires to consent to the Assignment and Assumption;

WHEREAS, in connection with the Assignment and Assumption, the parties hereto desire to make certain amendments to the Merger Agreement and the Guarantee (the “Amendment”);

WHEREAS, pursuant to Section 9.4 of the Merger Agreement, the Merger Agreement may be amended by the parties thereto by execution of an instrument in writing signed on behalf of each of WSP OCTG, JM OCTG and the Company, with any such amendment by the Company having been approved by the Special Committee;

WHEREAS, pursuant to Section 5 of the Guarantee, HDS may assign or delegate its rights, interests or obligations under the Guarantee to another person with the prior written consent of the Company;

WHEREAS, the Special Committee has reviewed this Agreement and determined that the Amendment and the Assignment and Assumption contemplated by this Agreement are advisable to, and in the best interests of, the Company and its unaffiliated securityholders;

WHEREAS, the Special Committee, having been authorized by the Board to cause the Merger and the other transactions contemplated by the Merger Agreement to be consummated and become effective without further action by the Board, has approved this Agreement, including the Amendment and the Assignment and Assumption contemplated by this Agreement;

WHEREAS, concurrently with the execution of this Agreement, WSP OCTG and JM OCTG have assigned all of their respective rights and obligations under each of the Voting Agreements to New Parent and New Merger Sub, respectively, and New Parent and New Merger Sub have assumed all of said rights and obligations, respectively (the “Voting Agreement Assignment”); and

WHEREAS, concurrently with the execution of this Agreement, WSP OCTG and JM OCTG have assigned all of their respective rights and obligations under the Rollover Agreement to New Parent and New Merger Sub, respectively, and New Parent and New Merger Sub have assumed all of said rights and obligations, respectively (the “Rollover Agreement Assignment”) (together with this Agreement and the Voting Agreement Assignment, the “Assignment Documents”).

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby confirmed, and subject to the terms and conditions set forth herein, the parties hereto agree to the Amendment and the Assignment and Assumption as set forth below.

SECTION 1
THE AMENDMENT

1.1          Clause (xii) of the definition of “Company Material Adverse Effect” in the Merger Agreement is hereby amended and replaced in its entirety to read as follows:

“(xii)       any matters set forth in the Company Disclosure Letter; and”

1.2          The definition of “Guarantor” in the Merger Agreement is hereby amended to mean “General Transactions, Inc., an exempted company incorporated under the laws of the British Virgin Islands”.

1.3          The definition of “Parent Termination Fee” in the Merger Agreement is hereby amended and replaced in its entirety to read as follows:

““Parent Termination Fee” shall mean an amount equal to $1,000,000.”

1.4          The following definitions are hereby added to Section 1.1 of the Merger Agreement.

“Bangkok Bank” means Bangkok Bank Public Company Limited.

“Bangkok Bank Loan Agreement” means that certain loan agreement, dated 26 January 2011 and amended on 19 October 2012, between WSP Pipe and Bangkok Bank.

“First Space” means First Space Holdings Limited, a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of the Company.

“WSP Pipe” means WSP Pipe Company Limited, a company incorporated in Thailand and a wholly-owned subsidiary of First Space.

“WSP Pipe Recapitalization” means a recapitalization of WSP Pipe as a result of which the equity/debt ratio of WSP Pipe becomes compliant with the requirement of the Bangkok Bank Loan Agreement, which recapitalization can be effected by way of an increase in the registered capital of WSP Pipe, a waiver of certain loans owed to the Company and/or First Space by WSP Pipe, and/or a conversion of the debt under such loans into registered capital of WSP Pipe.

1.5          Clause (viii) of the definition of “Permitted Liens” in the Merger Agreement is hereby amended and replaced in its entirety to read as follows:

“(viii)      Liens the existence of which are disclosed in the notes to the consolidated financial statements of the Company included in the Company’s Annual Report on Form 20-F for the fiscal year ended 31 December 2012;”.

1.6          Section 3.7(a) of the Merger Agreement is hereby amended and replaced in its entirety to read as follows:

“(a)         The authorized share capital of the Company consists of 500,000,000 Company Shares. As of the close of business in New York City on 19 March 2014 (the “Capitalization Date”): (i) 204,375,226 Company Shares were issued and outstanding; and (ii) no Company Shares were held by the Company as treasury shares. All

outstanding Company Shares are validly issued, fully paid, nonassessable and free of any preemptive rights. Since the Capitalization Date, the Company has not issued any Company Shares other than pursuant to the exercise of Company Options.”

1.7          The first sentence of Section 3.9 of the Merger Agreement is hereby amended and replaced in its entirety to read as follows:

“Since December 31, 2009, the Company has filed all material forms, reports and documents with the SEC that have been required to be filed by it under applicable Laws prior to 19 March 2014 (all such forms, reports and documents, together with all exhibits and schedules thereto, the “Company SEC Reports”)”.

1.8          Section 3.13(a)(ii) and (iii) of the Merger Agreement is hereby amended and replaced in its entirety to read as follows:

“(ii) have paid, or have adequately reserved (in accordance with GAAP) on the most recent financial statements contained in the Company SEC Reports for the payment of, all Taxes required to be paid through March 31, 2013, and (iii) have not incurred any liability for Taxes since March 31, 2013 other than in the ordinary course of business consistent with past practice”.

1.9          “Section 4.9 of the Merger Agreement is hereby amended and replaced in its entirety with a new sentence that shall read:

“Capitalization of Merger Sub.  The authorized share capital of Merger Sub consists of 50,000 shares, par value $1.00 per share, one of which is validly issued and outstanding. Parent owns 100% of the issued and outstanding share capital of Merger Sub.”

1.10        The first sentence of Section 4.10(a) of the Merger Agreement is hereby amended and replaced in its entirety to read as follows:

“On 19 March 2014, H.D.S. Investments LLC assigned to the Guarantor, and the Guarantor assumed, an executed equity commitment letter dated 21 February 2013 pursuant to which the Guarantor has committed to provide, subject to the terms and conditions set forth therein, the cash amounts set forth therein to Parent to fully finance the Merger and the other transactions contemplated by this Agreement (the “Equity Financing”).”

1.11        Section 4.10(d) of the Merger Agreement is hereby amended and replaced in its entirety to read as follows:

“Except for the transactions contemplated by this Agreement, the Rollover Agreement or otherwise disclosed in writing prior to 19 March 2014 to the Company, neither Parent nor Merger Sub, nor any of their respective Affiliates, is a party to or otherwise bound by any Contracts, or has any formal or informal arrangements or other understandings (whether or not binding, written or oral), with any Person (including any shareholder, director, officer or other employee of the Company or any of its Subsidiaries) concerning any investments to be made in or contributions to be made to Parent or Merger Sub in connection with the Merger and/or any other transactions contemplated by this Agreement other than as set forth in the Equity Commitment Letter. Except for the transactions contemplated by this Agreement, the Rollover Agreement or otherwise

disclosed in writing prior to 19 March 2014 to the Company, neither Parent nor Merger Sub, nor any of their respective Affiliates, is a party to or otherwise bound by any Contracts, or has any formal or informal arrangements or other understandings (whether or not binding, written or oral), with any Person (including any shareholder, director, officer or other employee of the Company or any of its Subsidiaries) concerning the ownership and operation of Parent, Merger Sub, the Surviving Corporation or any of its Subsidiaries at any time from and after the Effective Time.”

1.12        Section 4.11 of the Merger Agreement is hereby amended and replaced in its entirety to read as follows:

“Shareholder and Management Arrangements.  Except for the transactions contemplated by this Agreement, the Rollover Agreement or otherwise disclosed in writing prior to 19 March 2014 to the Company, neither Parent or Merger Sub, or any of their respective Affiliates, is a party to any Contracts, or has made or entered into any formal or informal arrangements or other understandings (whether or not binding), with any shareholder, director, officer or other Affiliate of the Company or any of its Subsidiaries relating to this Agreement, the Merger or any other transactions contemplated by this Agreement, or the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the Effective Time. Parent and Merger Sub have delivered to the Company complete and correct copies of any such Contract.”

1.13        Section 4.12 of the Merger Agreement is hereby amended and replaced in its entirety to read as follows:

“Solvency.  Neither Parent nor Merger Sub is entering into the transactions contemplated hereby with the intent to hinder, delay or defraud any present or future creditors. As of the Effective Time and immediately after giving effect to all of the transactions contemplated by this Agreement, including the Merger and the payment of the aggregate Per Share Merger Consideration, Per ADS Merger Consideration and Option Consideration pursuant hereto, and payment of all related fees and expenses of Parent, Merger Sub, the Company and their respective Subsidiaries in connection therewith, the amount of the “fair saleable value” of the assets of each of the Surviving Corporation and its Subsidiaries will exceed the value of all liabilities of the Surviving Corporation and such Subsidiaries.”

1.14        Section 4.13 of the Merger Agreement is hereby amended and replaced in its entirety to read as follows:

“No Other Company Representations or Warranties.  Except for the representations and warranties set forth in Article III, Parent and Merger Sub hereby acknowledge and agree that neither the Company nor any of its Subsidiaries, nor any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Parent, Merger Sub, their Affiliates or any of their respective shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person.”

1.15        Section 4.15 of the Merger Agreement is hereby deleted in its entirety.

1.16        Section 5.1(b)(ix) of the Merger Agreement is hereby amended and replaced in its entirety to read as follows:

“sell, transfer, lease, license, assign or otherwise dispose of (including, by merger, consolidation, or sale of stock or assets) any entity, business, tangible assets or tangible properties of the Company or any of its Subsidiaries (other than the sale of inventory in the ordinary course of business);”

1.17        Section 6.1(c) of the Merger Agreement is hereby amended and replaced in its entirety to read as follows:

“Prior to the Effective Time, the Company shall purchase a six-year “tail” prepaid policy on the D&O Insurance. Following the Effective Time, the Surviving Corporation will not, and Parent shall cause the Surviving Corporation not to, terminate the six-year “tail” pre-paid policy.”

1.18        Section 6.1(f) of the Merger Agreement is hereby deleted in its entirety.

1.19        Section 6.4 of the Merger Agreement is hereby amended and replaced in its entirety to read as follows:

“Except for the transactions contemplated by this Agreement or the Rollover Agreement or to the extent expressly authorized by the Company Board (acting through  the  Special  Committee  or  any  other  authorized  committee  thereof)  in advance, none of Parent, Merger Sub or any of their respective Affiliates shall enter into any Contract, or make or  enter into any formal or informal arrangement or understanding (whether or not binding, written or oral), with any Person relating to this Agreement, the Merger or any other transactions contemplated by this Agreement, or to the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the Closing.”

1.20        The last sentence of Section 7.6 of the Merger Agreement is hereby amended and replaced in its entirety with a new sentence that shall read:

“Neither Parent nor Merger Sub shall have any right to (a) terminate this Agreement under Section 9.1, (b) claim that the condition to the obligations of Parent and Merger Sub set forth in Section 8.2(a) below has failed to be satisfied, or (c) claim any damage or seek any other remedy at law or in equity, in each case for any breach or inaccuracy in the representations and warranties made by the Company in Article III to the extent Parent or any officer or director of Parent has knowledge of such breach or inaccuracy.”

1.21        The Outside Date is hereby extended until 31 May 2014 by amending Section 1 of the Amendment No. 1 (and, accordingly, Section 9.1(b) of the Merger Agreement) to replace the date “31 December 2013” with “31 May 2014.”

1.22        Section 7.7 of the Merger Agreement is hereby amended and replaced in its entirety by a sentence that shall read:

“Parent, Merger Sub and the Company hereby acknowledge that General Transactions, Inc., Longhua Piao and the Company have previously executed a Confidentiality

Agreement, made as of 5 December 2013 (as amended, the “Confidentiality Agreement”), which will continue in full force and effect in accordance with its terms.”

1.23        Section 8.2(b) of the Merger Agreement is hereby amended and replaced in its entirety to read as follows:

“Performance of Obligations of the Company. The Company shall have performed in all material respects the material obligations that are to be performed by it under this Agreement at or prior to the Effective Time.  In furtherance of, and in no way limiting the foregoing, the Company shall have completed the WSP Pipe Recapitalization.”

1.24        Section 10.2(a) of the Merger Agreement is hereby amended and replaced in its entirety to read:

“if to Parent or Merger Sub to:

Unit A2202, Jianwai SOHO

39 East 3rd Ring Road

Chaoyang District

Beijing 100022, P.R. China

Attention: Sergey Borovskiy

Facsimile No.: +86 10 5869 5611

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

Baker & McKenzie LLP
452 Fifth Avenue
New York, NY 10018

United States

Attention: Clyde E. Rankin, III (clyde.rankin@bakermckenzie.com)

Facsimile No.: +1 212 310 1639”

1.25        Section 10.11 of the Merger Agreement is hereby amended to replace the reference therein to “Company Disclosure Schedule” with a reference to “Company Disclosure Letter”.

1.26        Exhibit A of the Merger Agreement is hereby amended and replaced in its entirety with the form attached hereto as Exhibit A.

1.27        Attached hereto as Exhibit B is a true and correct copy of the Company Disclosure Letter, updated as of the date hereof.

1.28        Section 1 of the Guarantee is hereby amended to replace the proviso to the first sentence with the following text:

“; provided, that in no event shall the Guarantor’s aggregate liability under this Limited Guarantee exceed US$1,000,000 (the “Cap”)”.

1.29        Section 6 of the Guarantee is hereby amended and replaced in its entirety to read:

“All notices, requests, claims, demands and other communications hereunder shall be given and shall be deemed to have been duly received (a) upon receipt by hand delivery,

(b) upon receipt after dispatch by registered or certified mail, postage prepaid, (c) on the next Business Day if transmitted by national overnight courier with confirmation of delivery, or (d) upon confirmation of delivery if transmitted by facsimile (but only if followed by transmittal by overnight courier or hand for delivery on the next Business Day), as follows:

if to the Guarantor:

Unit A2202, Jianwai SOHO

39 East 3rd Ring Road

Chaoyang District

Beijing 100022, P.R. China

Attention: Sergey Borovskiy

Facsimile No.: +86 10 5869 5611

with a copy to:

Baker & McKenzie LLP
452 Fifth Avenue
New York, NY 10018

United States

Attention: Clyde E. Rankin, III (clyde.rankin@bakermckenzie.com)

Facsimile No.: +1 212 310 1639”

SECTION 2
THE ASSIGNMENT AND ASSUMPTION

2.1          Assignment and Assumption of the Merger Agreement.

(a)WSP OCTG hereby assigns to New Parent all of its representations, warranties, rights, benefits, liabilities and obligations arising under the Merger Agreement, and New Parent hereby assumes and undertakes to pay, discharge or perform when due all of said representations, warranties, rights, benefits, liabilities and obligations.

(b)JM OCTG hereby assigns to New Merger Sub all of its representations, warranties, rights, benefits, liabilities and obligations arising under the Merger Agreement, and New Merger Sub hereby assumes and undertakes to pay, discharge or perform when due all of said representations, warranties, rights, benefits, liabilities and obligations.

(c)The Company hereby consents to the assignment described in clauses (a) and (b) above in accordance with Section 10.3 of the Merger Agreement.

2.2          Assignment and Assumption of the Guarantee.

(a)HDS hereby assigns all of its representations, warranties, rights, benefits, liabilities and obligations arising under the Guarantee to New Sponsor, and New Sponsor hereby assumes and undertakes to pay, discharge or perform when due all of said representations, warranties, rights, benefits, liabilities and obligations.

(d)The Company hereby consents to the assignment described in clause (a) above in accordance with Section 5 of the Guarantee.

2.3          Assignment and Assumption of the Equity Commitment Letter.

(a)WSP OCTG hereby assigns to New Parent all of its representations, warranties, rights, benefits, liabilities and obligations arising under the Equity Commitment Letter, and New Parent hereby assumes and undertakes to pay, discharge or perform when due all of said representations, warranties, rights, benefits, liabilities and obligations.

(b)JM OCTG hereby assigns to New Merger Sub all of its representations, warranties, rights, benefits, liabilities and obligations arising under the Equity Commitment Letter, and New Merger Sub hereby assumes and undertakes to pay, discharge or perform when due all of said representations, warranties, rights, benefits, liabilities and obligations.

(c)HDS hereby assigns to New Sponsor all of its representations, warranties, rights, benefits, liabilities and obligations arising under the Equity Commitment Letter, and New Sponsor hereby assumes and undertakes to pay, discharge or perform when due all of said representations, warranties, rights, benefits, liabilities and obligations.

(d)The Company, as a third party beneficiary to the Equity Commitment Letter, hereby consents to the assignment described in clauses (a), (b) and (c).

2.4          Representations of Assignors.  Each of the Assignors hereby represents and warrants:

(a)to the Company and each of the Assignees, that each Assignor has the requisite power and authority to execute and deliver this Agreement and each Assignment Document to which such Assignor is a party and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof. Each of this Agreement, the Merger Agreement, as amended by this Agreement, the Voting Agreements, the Rollover Agreement, the Equity Commitment Letter, the Guarantee, the Voting Agreement Assignment and the Rollover Agreement Assignment (together, the “Transaction Documents”) has been duly authorized, executed and delivered by each Assignor party thereto, and this Agreement and each other Assignment Document constitutes the legal, valid and binding obligation of each Assignor party thereto, enforceable against such Assignor in accordance with its terms except as may be limited by any bankruptcy, insolvency, fraudulent conveyance or other similar laws; and

(b)to the Company, that other than as set forth in this Agreement and the other Transaction Documents, there is no other agreement, arrangement or understanding, whether monetary or otherwise, between the Assignors or any of their Affiliates, on the one hand, and any of the Assignees or their Affiliates, on the other hand, in relation to the Assignment and Assumption or the transactions contemplated by the Merger Agreement.

2.5          Representations of Assignees.  Each of the Assignees hereby represents and warrants:

(a)to the Company and each of the Assignors, that each Assignee has the requisite power and authority to execute and deliver this Agreement and each Assignment Document to which such Assignee is a party and to consummate the transactions contemplated hereby and in each other Transaction Document to which such Assignee is a party in accordance with the terms hereof and thereof. This Agreement and each of the other Assignment Documents has been duly executed and delivered by each Assignee party thereto, and each of the Transaction Documents has been duly authorized by each of the Assignees party thereto and the Assignment and Assumption, the Voting Agreement Assignment and the Rollover Agreement Assignment, as the case may be, constitutes the legal, valid and binding obligation of each such Assignee, enforceable against such Assignee in accordance with its terms except as may be limited by any bankruptcy, insolvency, fraudulent conveyance or other similar laws; and

(b)to the Company, that other than as set forth in this Agreement and the other Transaction Documents to which such Assignee is a party, there is no other agreement, arrangement or understanding, whether monetary or otherwise, between the Assignees or any of their Affiliates, on the one hand, and any of the Assignors or their Affiliates, on the other hand, in relation to the Assignment and Assumption or the transactions contemplated by the Merger Agreement.

2.6          Consent of the Company.  Subject to the accuracy and correctness of each of the representations and warranties of each of the parties to this Agreement (other than the Company), the performance by the Assignors of their covenants contained in this Agreement and the consummation of the Assignment and Assumption, the Company hereby releases each of the Assignors from all duties, liabilities and obligations under the Merger Agreement, the Guarantee and the Equity Commitment Letter, including without limitation, any payment and performance obligations.

SECTION 3

FURTHER ASSURANCE

3.1          The Assignors and the Assignees hereby undertake to take all such further actions, and do such further things, as may be necessary to cause the Merger and the other transactions contemplated by the Merger Agreement, as amended by this Agreement, to be consummated and become effective.

SECTION 4
MISCELLANEOUS

4.1          Confirmation of the Merger Agreement.  Except as expressly amended and otherwise set forth herein, the Merger Agreement is ratified and confirmed in all respects by each of the parties hereto and shall remain in full force and effect and enforceable against them in accordance with its terms. Each reference in the Merger Agreement to “this Agreement” shall mean the Merger Agreement as amended by this Agreement, and as it may hereafter be further amended, restated, supplemented or otherwise modified.  Each reference in the Merger Agreement to “Parent” shall mean “New Parent” and each reference in the Merger Agreement to “Merger Sub” shall mean “New Merger Sub” (including, for the avoidance of doubt, each of the references to “Parent” or “Merger Sub” added to the Merger Agreement pursuant to the Amendment).

4.2          Governing Law.  This Agreement and all claims or causes of action that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any

representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be interpreted, construed, performed and enforced in accordance with the Laws of the State of Delaware 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.

4.3          Consent to Jurisdiction.  In the event any dispute arises among the parties hereto out of or in relation to this Agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration. The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this Agreement, and shall be conducted in the matter as provided under Section 10.9 of the Merger Agreement. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions hereunder shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this Agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

4.4          Severability.  In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

4.5          Entire Agreement.  This Agreement and all other documents referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

4.6          Binding Effect.  This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assign. This Agreement may not be amended or waived except with the prior written consent of the parties hereto.

4.7          Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

 [Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their respective duly authorized officers to be effective as of the date first above written.

WSP OCTG GROUP LTD. (WSP石油钢管集团有限公司)
By:	/s/ Jubao Xie
Name:	Jubao Xie
Title:	Director

[Signature page to Amendment No. 2 and Assignment and Assumption Agreement]

JM OCTG GROUP LTD. (JM 石油钢管集团有限公司)
By:	/s/ Jubao Xie
Name:	Jubao Xie
Title:	Director

[Signature page to Amendment No. 2 and Assignment and Assumption Agreement]

H.D.S. INVESTMENTS LLC
By:	/s/ Jubao Xie
Name:	Jubao Xie
Title:	Director

[Signature page to Amendment No. 2 and Assignment and Assumption Agreement]

WUXI HEAVY INDUSTRIES, LTD.
By:	/s/ Sergey Borovskiy
Name:	Sergey Borovskiy
Title:	Director

[Signature page to Amendment No. 2 and Assignment and Assumption Agreement]

WHI ACQUISITIONS, LTD.
By:	/s/ Sergey Borovskiy
Name:	Sergey Borovskiy
Title:	Director

[Signature page to Amendment No. 2 and Assignment and Assumption Agreement]

GENERAL TRANSACTIONS, INC.
By:	/s/ Sergey Borovskiy
Name:	Sergey Borovskiy
Title:	Director

[Signature page to Amendment No. 2 and Assignment and Assumption Agreement]

WSP HOLDINGS LIMITED
By:	/s/ Dennis D. Zhu
Name:	Dennis D. Zhu
Title:	Chairman, Special Committee

[Signature page to Amendment No. 2 and Assignment and Assumption Agreement]

Exhibit A

Plan of Merger

THIS PLAN OF MERGER is made on                  2014.

BETWEEN

(1)WHI Acquisitions, Ltd., an exempted company incorporated under the laws of the Cayman Islands on 16 January 2014, with its registered office situated at Offshore Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, P.O. Box 2804, Grand Cayman KY1-1112, Cayman Islands (“Merger Sub”); and

(2)WSP Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands on 16 November 2006, with its registered office situated at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KYI-1111, Cayman Islands (the “Company” or “Surviving Corporation” and together with Merger Sub, the “Constituent Companies”).

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 21 February 2013 made by and among WSP OCTG GROUP Ltd. (WSP石油钢管集团有限公司) (“WSP OCTG”), JM OCTG GROUP Ltd. (JM 石油钢管集团有限公司) (“JM OCTG”) and the Company, as amended on 15 August 2013, and as further amended and assigned on 19 March 2014 by WSP OCTG to Wuxi Heavy Industries, Ltd. (“Parent”) and by JM OCTG to Merger Sub, a copy of which is attached as Appendix I to this Plan of Merger, and under the provisions of Part XVI of the Companies Law Cap.22 (Law 3 of 1961, as consolidated and revised) (the “Companies Law”).

(b)This Plan of Merger is made in accordance with section 233 of the Companies Law.

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

W I T N E S S E T H

CONSTITUENT COMPANIES

1.The Constituent Companies to the Merger are Merger Sub and the Company.

NAME OF THE SURVIVING CORPORATION

2.The name of the Surviving Corporation shall be WSP Holdings Limited.

REGISTERED OFFICE

3.The Surviving Corporation shall have its registered office at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KYI-1111, Cayman Islands.

AUTHORISED AND ISSUED SHARE CAPITAL

4.Immediately prior to the Effective Time (as defined below), the authorized share capital of Merger Sub was US$50,000 divided into 50,000 ordinary shares of US$1.00 par value per share, of which one share has been issued, fully paid and outstanding.

5.Immediately prior to the Effective Time (as defined below) the authorized share capital of the Company was US$50,000 divided into 500,000,000 ordinary shares of US$0.0001 par value per share, of which 204,375,226 ordinary shares have been issued, fully paid and outstanding.

6.The authorized share capital of the Surviving Corporation shall be US$50,000 divided into 50,000 ordinary shares of US$1.00 par value per share.

7.At the Effective Time (as defined below), and in accordance with the terms and conditions of the Agreement:

(a)Each ordinary share, par value US$0.0001 per share, of the Company other than (i) any Dissenting Shares (as defined in the Agreement); and (ii) any Excluded Shares (as defined in the Agreement) shall be cancelled in exchange for the right to receive the Per Share Merger Consideration (as defined in the Agreement).

(b)Excluded Shares (other than any Dissenting Shares) shall be cancelled for no consideration.

(c)Dissenting Shares shall be cancelled in exchange for a payment resulting from the procedure in section 238 of the Companies Law unless any holders of Dissenting Shares fail to exercise or withdraw their rights to dissent from the Merger under section 238 of the Companies Law in which event they shall receive the Per Share Merger Consideration.

(d)Each share of Merger Sub shall be converted into and continue as an ordinary share of the Surviving Corporation.

8.At the Effective Time, the ordinary shares of the Surviving Corporation shall:

(a)be entitled to one vote per share;

(b)be entitled to such dividends as the board of directors of the Surviving Corporation may from time to time declare;

(c)in the event of a winding-up or dissolution of the Surviving Corporation, whether voluntary or involuntary or for the purpose of a reorganization or otherwise or upon any distribution of capital, be entitled to the surplus assets; and

(d)generally be entitled to enjoy all of the rights attaching to ordinary shares;

in each case as set out in the Amended and Restated Memorandum of Association and Articles of Association of the Surviving Corporation in the form attached as Appendix II to this Plan of Merger.

EFFECTIVE TIME

9.The Merger shall take effect at [·] 2014 (the “Effective Time”).

PROPERTY

10.At the Effective Time, the rights, property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges of each of the Constituent Companies shall immediately vest in the Surviving Corporation which shall be liable for and subject, in the same manner as the Constituent Companies, to all mortgages, charges, or security interests and all contracts, obligations, claims, debts and liabilities of each of the Constituent Companies.

MEMORANDUM AND ARTICLES OF ASSOCIATION

11.The Memorandum of Association and Articles of Association of the Surviving Corporation shall be amended and restated in the form attached as Appendix II to this Plan of Merger at the Effective Time.

DIRECTORS BENEFITS

12.There are no amounts or benefits payable to the directors of the Constituent Companies on the Merger becoming effective.

DIRECTORS OF THE SURVIVING CORPORATION

13.The names and addresses of the directors of the Surviving Corporation are as follows:

NAME	ADDRESS
[·]	[·]
[·]	[·]
[·]	[·]

SECURED CREDITORS

14.(a)Merger Sub has no secured creditors and has granted no fixed or floating security interests that are outstanding as at the date of this Plan of Merger; and

(b)The Company has no secured creditors and has granted no fixed or floating security interests that are outstanding as at the date of this Plan of Merger.

RIGHT OF TERMINATION

15.This Plan of Merger may be terminated pursuant to the terms and conditions of the Agreement.

APPROVAL AND AUTHORIZATION

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

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

COUNTERPARTS

18.This Plan of Merger may be executed by facsimile 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.

GOVERNING LAW

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

For and on behalf of WHI Acquisitions, Ltd.:

[·]

[·]

For and on behalf of WSP Holdings Limited:

Dennis D. Zhu

Chairman, Special Committee

Exhibit B

Company Disclosure Letter

EX-99.G

Exhibit G

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of 19 March 2014 (this “Agreement”), is by and among:

1)WSP OCTG GROUP Ltd. (WSP石油钢管集团有限公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands (“WSP OCTG”);

2)JM OCTG GROUP Ltd. (JM石油钢管集团有限公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of WSP OCTG (“JM OCTG”);

3)Wuxi Heavy Industries, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“New Parent”);

4)WHI Acquisitions, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of New Parent (“New Merger Sub”);

5)solely for purposes of Section 2 hereof, UMW China Ventures (L) Ltd., a corporation incorporated in Labuan, Malaysia (“UMW”);

6)solely for purposes of Section 2 hereof, Expert Master Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“Founder Holdco”);

7)solely for purposes of Section 2 hereof, Longhua Piao, a citizen of the PRC (“Founder”); and

8)solely for purposes of Section 2.1 hereof, WSP Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).

Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of 21 February 2013, as amended on 15 August 2013, by and among the Company, WSP OCTG and JM OCTG (as amended, the “Merger Agreement”), the Company, WSP OCTG and JM OCTG have agreed to the terms of the merger of JM OCTG with and into the Company (the “Merger”);

WHEREAS, as a condition and inducement to WSP OCTG’s and JM OCTG’s willingness to enter into the Merger Agreement, the Rollover Shareholders, WSP OCTG and JM OCTG entered into a rollover agreement, dated as of 21 February 2013, pursuant to which the Rollover Shareholders will contribute to WSP OCTG and/or JM OCTG the Rollover Shares (the “Rollover Agreement”);

WHEREAS, as a condition and inducement to WSP OCTG’s, JM OCTG’s and the Company’s willingness to enter into the Merger Agreement, each of the Rollover Shareholders entered into a voting agreement with WSP OCTG and JM OCTG, dated as of 21 February 2013, pursuant to which each of the Rollover Shareholders agrees to vote, or cause to be voted, all Shares that it owns in favor of the authorization and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Voting Agreements”);

WHEREAS, pursuant to an Amendment No. 2 and Assignment and Assumption Agreement, dated as of 19 March 2014, by and among WSP OCTG,  JM OCTG, H.D.S. Investments LLC, the sole shareholder of WSP OCTG, New Parent, New Merger Sub, General Transactions, Inc., the sole shareholder of New Parent, and the Company (the “Amendment No. 2 and Assignment and Assumption Agreement”), WSP OCTG and JM OCTG have assigned all of their rights and obligations arising under the Merger Agreement and certain ancillary documents relating thereto to New Parent and New Merger Sub, and in each case New Parent and New Merger Sub have assumed all such rights and undertaken to perform all such obligations (the “Assignment and Assumption”);

WHEREAS, in connection with the Assignment and Assumption, WSP OCTG and JM OCTG desire to assign representations, warranties, rights, benefits, liabilities and obligations arising under each of the Voting Agreements to New Parent and New Merger Sub, respectively, and New Parent and New Merger Sub desire to assume and discharge or perform when due all of said representations, warranties, rights, benefits, liabilities and obligations, respectively (the “Voting Agreement Assignment”);

WHEREAS, in connection with the Assignment and Assumption, WSP OCTG and JM OCTG desire to assign representations, warranties, rights, benefits, liabilities and obligations arising under the Rollover Agreement to New Parent and New Merger Sub, respectively, and New Parent and New Merger Sub desire to assume and discharge or perform when due all of said representations, warranties, rights, benefits, liabilities and obligations, respectively (the “Rollover Agreement Assignment”);

WHEREAS, pursuant to Section 6.13 of each of the Voting Agreements, WSP OCTG and JM OCTG may assign each of the Voting Agreements in whole in connection with a permitted assignment of the Merger Agreement;

WHEREAS, pursuant to Section 12(n) of the Rollover Agreement, WSP OCTG and JM OCTG may assign the Rollover Agreement in whole in connection with a permitted assignment of the Merger Agreement;

WHEREAS, in connection with the Voting Agreement Assumption and the Rollover Agreement Assumption, the parties hereto desire to make certain amendments to each of the Voting Agreements and the Rollover Agreement (the “Amendment”);

WHEREAS, pursuant to Section 6.8 of each of the Voting Agreements, each of the Voting Agreements may be amended in a signed writing by the parties thereto and the Company; and

WHEREAS, pursuant to Section 12(i) of the Rollover Agreement, the Rollover Agreement may be amended upon the prior written consent of each of WSP OCTG, UMW and Founder Holdco.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby confirmed, and subject to the terms and conditions set forth herein, the parties hereto agree to the Voting Agreement Assignment, the Rollover Agreement Assignment and the Amendment as set forth below.

SECTION 1

THE ASSIGNMENT AND ASSUMPTION

1.1          Assignment and Assumption of the Voting Agreements.  WSP OCTG hereby assigns to New Parent all of its representations, warranties, rights, benefits, liabilities and obligations arising under each of the Voting Agreements, and New Parent hereby assumes and undertakes to discharge or perform

when due all of said representations, warranties, rights, benefits, liabilities and obligations.  JM OCTG hereby assigns to New Merger Sub all of its representations, warranties, rights, benefits, liabilities and obligations arising under the Voting Agreements, and New Merger Sub hereby assumes and undertakes to discharge or perform when due all of said representations, warranties, rights, benefits, liabilities and obligations.

1.2          Assignment and Assumption of the Rollover Agreement.  WSP OCTG hereby assigns to New Parent all of its representations, warranties, rights, benefits, liabilities and obligations arising under the Rollover Agreement, and New Parent hereby assumes and undertakes to discharge or perform when due all of said representations, warranties, rights, benefits, liabilities and obligations.  JM OCTG hereby assigns to New Merger Sub all of its representations, warranties, rights, benefits, liabilities and obligations arising under the Rollover Agreement, and New Merger Sub hereby assumes and undertakes to discharge or perform when due all of said representations, warranties, rights, benefits, liabilities and obligations.

SECTION 2

THE AMENDMENT

2.1          The correspondence information of Parent and Merger Sub in Section 6.2 of each of the Voting Agreements is hereby amended and replaced in its entirety to read:

“if to Parent or Merger Sub to:

Unit A2202, Jianwai SOHO

39 East 3rd Ring Road

Chaoyang District

Beijing 100022, P.R. China

Attention: Sergey Borovskiy

Facsimile No.: +86 10 5869 5611

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

Baker & McKenzie LLP
452 Fifth Avenue
New York, NY 10018

United States

Attention: Clyde E. Rankin, III (clyde.rankin@bakermckenzie.com)

Facsimile No.: +1 212 310 1639”

2.2          The correspondence information of Parent and Merger Sub in Section 12(a) of the Rollover Agreement is hereby amended and replaced in its entirety to read:

“if to Parent or Merger Sub, at:

Unit A2202, Jianwai SOHO

39 East 3rd Ring Road

Chaoyang District

Beijing 100022, P.R. China

Attention: Sergey Borovskiy

Facsimile No.: +86 10 5869 5611”

2.3          Exhibit A of the Rollover Agreement is hereby amended and replaced in its entirety with the form attached hereto as Exhibit A.

SECTION 3

FURTHER ASSURANCE

3.1          The parties hereto hereby undertake to take all such further actions and do such further things as may be necessary to cause the Voting Agreement Assignment and the Rollover Agreement Assignment to be consummated and become effective.

SECTION 4

MISCELLANEOUS

4.1          Confirmation of the Voting Agreements and the Rollover Agreement.  Except as herein expressly amended, each of the Voting Agreements and the Rollover Agreement is ratified and confirmed in all respects by each of the parties hereto and shall remain in full force and effect and be enforceable against them in accordance with its terms. Each reference in each of the Voting Agreements and the Rollover Agreement to “this Agreement” shall mean each of the Voting Agreements and the Rollover Agreement as amended by this Agreement, and as it may hereafter be further amended, restated, supplemented or otherwise modified.

4.2          Governing Law.  This Agreement and all claims or causes of action that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be interpreted, construed, performed and enforced in accordance with the Laws of the State of Delaware 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.

4.3          Consent to Jurisdiction.  In the event any dispute arises among the parties hereto out of or in relation to this Agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration. The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this Agreement, and shall be conducted in the manner as provided under Section 10.9 of the Merger Agreement. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions hereunder shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this Agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity.

4.4          Severability.  In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable,

the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

4.5          Entire Agreement.  This Agreement and all other documents referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

4.6          Binding Effect.  This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assign. This Agreement may not be amended or waived except with the prior written consent of the parties hereto.

4.7          Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their respective duly authorized officers to be effective as of the date first above written.

WSP OCTG GROUP LTD. (WSP石油钢管集团有限公司)
By:	/s/ Jubao Xie
Name:	Jubao Xie
Title:	Director

[Signature page to Assignment and Assumption Agreement]

JM OCTG GROUP LTD. (JM 石油钢管集团有限公司)
By:	/s/ Jubao Xie
Name:	Jubao Xie
Title:	Director

[Signature page to Assignment and Assumption Agreement]

Wuxi Heavy Industries, Ltd
By:	/s/ Sergey Borovskiy
Name:	Sergey Borovskiy
Title:	Director

[Signature page to Assignment and Assumption Agreement]

WHI Acquisitions, Ltd.
By:	/s/ Sergey Borovskiy
Name:	Sergey Borovskiy
Title:	Director

[Signature page to Assignment and Assumption Agreement]

UMW China Ventures (L) Ltd.
By:	/s/ Datuk Syed Hisham bin Syed Wazir
Name:	Datuk Syed Hisham bin Syed Wazir
Title:	President and Group CEO

[Signature page to Assignment and Assumption Agreement]

Expert Master Holdings Limited
By:	/s/ Longhua Piao
Name:	Longhua Piao
Title:	Director

[Signature page to Assignment and Assumption Agreement]

Longhua Piao
By:	/s/ Longhua Piao
Name:	Longhua Piao
Title:	Longhua Piao

[Signature page to Assignment and Assumption Agreement]

WSP HOLDINGS LIMITED
By:	/s/ Dennis D. Zhu
Name:	Dennis D. Zhu
Title:	Chairman, Special Committee

[Signature page to Assignment and Assumption Agreement]

Exhibit A

Form of Shareholders Agreement