CHINA SUNERGY CO., LTD. AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTSDeposit Agreement • May 3rd, 2007 • China Sunergy Co., Ltd. • Semiconductors & related devices • New York
DEPOSIT AGREEMENT dated as of [DATE] , 2007 (the "Deposit Agreement") among CHINA SUNERGY CO., LTD. and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 25th, 2007 • China Sunergy Co., Ltd. • New York
This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 2007 by and between China Sunergy Co., Ltd., a Cayman Islands company (the “Company”), and the undersigned, a director and/or officer of the Company (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 28th, 2010 • China Sunergy Co., Ltd. • Semiconductors & related devices • New York
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of __________, is entered into by and between CHINA SUNERGY CO., LTD., a company organized in Cayman Islands and existing under the laws of the Cayman Islands (the "Company"), and __________ ("Executive"), and shall become effective as of the date hereof (the "Effective Date").
Product Procurement ContractProduct Procurement Contract • April 26th, 2013 • China Sunergy Co., Ltd. • Semiconductors & related devices
Through friendly consultations and in accordance with the Contract Law of the People's Republic of China, this Contract is made and entered into by both parties under the terms and conditions set forth as follows.
Sales ContractSales Contract • April 29th, 2014 • China Sunergy Co., Ltd. • Semiconductors & related devices
a company duly organized, validly existing and in good standing as a legal person under the laws of Turkey, with its office address at Istanbul Industrial & Free Trade Zone Akif Kopuz St. No: T-10, B Block, 2nd floor, Aydinli-Tuzla 34957 ISTANBUL (Hereinafter referred to as “Seller”)
Sale and Purchase Agreement Dated as of March 22, 2007Sale and Purchase Agreement • May 4th, 2007 • China Sunergy Co., Ltd. • Semiconductors & related devices • New York
Contract for Assignment of Land Use Right of State-owned Construction landContract for Assignment of Land Use Right • April 26th, 2012 • China Sunergy Co., Ltd. • Semiconductors & related devices
IN-DOOR WORKPLACE LEASE AGREEMENTIndoor Workplace Lease Agreement • April 29th, 2014 • China Sunergy Co., Ltd. • Semiconductors & related devices
LESSOR DASBAS – ISTANBUL INDUSTRY AND FREE TRADE ZONE FOUNDER AND OPERATOR INC. CO. TUZLA / ISTANBUL (DESBAS - ISTANBUL ENDUSTRI VE TICARET SERBEST BOLGESI KURUCU VE ISLETICISI A.S. TUZLA / ISTANBUL)
SALES CONTRACTSales Contract • April 25th, 2007 • China Sunergy Co., Ltd.
EMPLOYMENT AGREEMENT BETWEEN CHINA SUNERGY CO., LTD. AND DatedEmployment Agreement • May 14th, 2007 • China Sunergy Co., Ltd. • Semiconductors & related devices • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of , is entered into by and between CHINA SUNERGY CO., LTD., a company organized and existing under the laws of the Cayman Islands (the “Company”), and (“Executive”), and shall become effective as of the date hereof (the “Effective Date”).
PURCHASE CONTRACTPurchase Contract • April 25th, 2007 • China Sunergy Co., Ltd.
Through friendly consultation, the Buyer and the Seller enter into and abide by this agreement on the following stipulations according to the Contract Law of the People’s Republic of China:
SHAREHOLDERS’ AGREEMENT among CHINA SUNERGY CO., LTD., THE FOUNDERS LISTED HEREIN ON SCHEDULE 1, THE FOUNDER SHAREHOLDERS LISTED HEREIN ON SCHEDULE 2, THE SERIES A SHAREHOLDERS LISTED HEREIN ON SCHEDULE 3, THE SERIES B SHAREHOLDERS LISTED HEREIN ON...Shareholders Agreement • April 25th, 2007 • China Sunergy Co., Ltd. • New York
The Company, the Founders, the Founder Shareholders, the Series A Shareholders, the Series B Shareholders, the Series C Shareholders and Deutsche Bank are collectively referred to herein as the “Parties” and each individually as a “Party.”
MAXIMUM GUARANTEE CONTRACT CHINA CITIC BANK MAXIMUM GUARANTEE CONTRACTMaximum Guarantee Contract • June 9th, 2008 • China Sunergy Co., Ltd. • Semiconductors & related devices
In order to assure the performance of consecutive credit rights in a certain period (hereinafter referred to as “Principal Claim”) between Party B and CEEG (Nanjing) PV-Tech Co., Ltd. (hereinafter referred to as “Debtor”), Party A agrees to provide maximum amount guarantee. Therefore according to the Contract Law of the People’s Republic of China, the Guaranty Law of the People’s Republic of China and other relevant laws and regulations, both parties enter into the following agreement through equal negotiation:
China Electric Equipment Group Co., Ltd. Sundex Holdings Limited and China Sunergy (Nanjing) Co., Ltd. Share Transfer Agreement of CEEG(Nanjing) New Energy Co., Ltd. March 15, 2010Share Transfer Agreement • May 28th, 2010 • China Sunergy Co., Ltd. • Semiconductors & related devices
NOW THEREFORE, on the basis of equality and mutual benefit and in good faith, the Parties agree as follows through full consultations:
Framework Agreement for Purchase of CSUNFramework Agreement for Purchase of Csun • April 29th, 2014 • China Sunergy Co., Ltd. • Semiconductors & related devices
In accordance with the principle of good faith and mutualbenifit, and according to the General Terms and Conditions For Purchase Contract of CSUN (Annex 1), both parties come to this contract for purchase semi-finished solar module ( hereinafter refered to as Goods),the contend of the contract are as follows:
State-owned Land Use Right Transfer AgreementState-Owned Land Use Right Transfer Agreement • June 9th, 2008 • China Sunergy Co., Ltd. • Semiconductors & related devices
In accordance with the “Law of the People’s Republic of China on Administration of the Urban Real Estate”, “Interim Regulations of the People’s Republic of China concerning the Grant and Transfer of the Use Right of the State-Owned Land in the Urban Areas” and other laws and regulations, both parties, abiding by the principle of free will, mutual benefit, fairness and honesty and through negotiations, hereby enter into this Contract with respect to the transfer of state-owned land use right for mutual compliant.
Supplementary AgreementSupplementary Agreement • April 26th, 2013 • China Sunergy Co., Ltd. • Semiconductors & related devices
Party A and Party B entered into a factory leasing agreement numbered NMO 12087 on October 1, 2011. Both parties have faithfully performed their contractual obligations. Now, both parties hereby terminate the original factory leasing agreement, and, upon consultation, reach agreement on the following terms:
Premises Lease ContractPremises Lease Contract • April 29th, 2011 • China Sunergy Co., Ltd. • Semiconductors & related devices
On the basis of equality and mutual benefit, Party A and Party B, through friendly consultation, agree to enter into this lease contract (“Contract”) in connection with factory and business premises (“Premises”) of Party B.
Loan AgreementLoan Agreement • July 1st, 2011 • China Sunergy Co., Ltd. • Semiconductors & related devices
As Party A intends to borrow loan from Party B for its production and business activities, in order to specify the rights and obligations of each Party, Party A and Party B hereby enter into this loan agreement for mutual compliance:
Security AgreementSecurity Agreement • May 28th, 2010 • China Sunergy Co., Ltd. • Semiconductors & related devices
This agreement shall be in duplicate, each for one party, and shall become effective upon signing by the legal representative and affixing of the common seal of each party.
State-owned Land Use Right Transfer Contract Supervised by Land Market Management Office of Jiangning District, NanjingState-Owned Land Use Right Transfer Contract • April 29th, 2011 • China Sunergy Co., Ltd. • Semiconductors & related devices
In accordance with the Contract Law of the People’s Republic of China, Land Administration Law of the People’s Republic of China, Urban Real Estate Administration Law of the People’s Republic of China, Provisional Rules on Assignment and Transfer of Urban State-owned Land Use Rights of the People’s Republic of China and other relevant laws, regulations and rules of the People’s Republic of China, Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, entered into this Contract.
Supplementary AgreementSupplementary Agreement • April 26th, 2013 • China Sunergy Co., Ltd. • Semiconductors & related devices
Party A and Party B entered into a factory leasing agreement numbered XMO 12021 on May 1, 2011. Both parties have faithfully performed their contractual obligations. Now, both parties hereby terminate the original factory leasing agreement, and, upon consultation, reach agreement on the following terms:
AgreementCredit Transfer Agreement • April 29th, 2011 • China Sunergy Co., Ltd. • Semiconductors & related devices
Guarantee Contract Agricultural Bank of ChinaGuarantee Contract • June 9th, 2008 • China Sunergy Co., Ltd. • Semiconductors & related devices
WHEREAS, in order to ensure the proper and truthful execution of the Loan Contract (No. 32101200700015673 ) (hereinafter referred to as “the Main Contract”) entered into by and between CEEG (Nanjing) PV-Tech Co., Ltd. (hereinafter referred to as “the Debtor”) and the Creditor, the Guarantor agrees to provide the Debtor with the security of guarantee for the indebtedness formed under the Main Contract. Pursuant to the relevant laws and regulations of People’s Republic of China, the parties concerned have entered into this Contract after an agreement through consultation.
Security Undertaking AgreementSecurity Undertaking Agreement • April 25th, 2007 • China Sunergy Co., Ltd.
This agreement is made in two original counterparts, with each party holding one, and shall take into effect upon the execution and seal by the authorized representatives of each party.
SALES CONTRACTSales Contract • April 25th, 2007 • China Sunergy Co., Ltd.
CSUN Wafer (Material) Purchase OrderPurchase Order • April 29th, 2014 • China Sunergy Co., Ltd. • Semiconductors & related devices
Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing
Lease ContractLease Contract • April 25th, 2007 • China Sunergy Co., Ltd.
In accordance with the Contract Law of the People’s Republic of China and other relevant regulations, the Lessor and the Lessee, through negotiations, hereby enter into this Contract so as to define their respective rights and obligations.
Purchase Framework AgreementPurchase Framework Agreement • April 29th, 2014 • China Sunergy Co., Ltd. • Semiconductors & related devices
In accordance with the principle of good faith and mutual benefit, and according to the General Terms and Conditions For Purchase Contract of CSUN (Annex 1), both parties come to this contract for purchase solar wafer ( hereinafter referred to as Goods),the contend of the contract are as follows:
Security AgreementSecurity Agreement • June 9th, 2008 • China Sunergy Co., Ltd. • Semiconductors & related devices
This agreement is made in two original counterparts, with each party holding one, and shall take into effect upon the execution and seal by the authorized representatives of each party.
Trademark License AgreementTrademark License Agreement • April 25th, 2007 • China Sunergy Co., Ltd.
Sales Contract for Goods in the GroupSales Contract • April 29th, 2014 • China Sunergy Co., Ltd. • Semiconductors & related devices
SUPPLEMENTARY AGREEMENTSupplementary Agreement • May 28th, 2010 • China Sunergy Co., Ltd. • Semiconductors & related devices
This Agreement is hereby entered into by and between China Sunergy (Nanjing) Co.Ltd., a China business, with its principal place of business at NO.123, FoCheng West Road, Jiangning Economic & Technical Development Zone, Nanjing 211000, China (“Party A”) and SunPower Philippines Manufacturing, Ltd., a Cayman Islands business, with its principal place of business at # 100 East Main Street, Special Export Processing Zone, Laguna Techno Park, Binan, Laguna, Philippines (“Party B”), and CEEG (Shanghai) Solar Science & Technology Co., Ltd., a China business, with its principal place of business at 4H, Hongqiao Business Building, No.2272, Hongqiao Rd., Shanghai. China (“Party C”), effective as of November 17th, 2009 (the “Effective Date”). The Party A , Party B and Party Care are collectively referred to herein as the “Parties”.
GUARANTEE CONTRACTGuarantee Contract • June 9th, 2008 • China Sunergy Co., Ltd. • Semiconductors & related devices
In order to secure the performance of the RMB Loan Contract (No. Y2123007066, hereinafter referred to as “Main Contract”) signed by CEEG (Nanjing) PV-Tech Co., Ltd. (hereinafter referred to as “Debtor”) and Party B, ensure realization of the creditor’s rights of Party B, Party A hereby agrees to provide the guarantee of joint and several liabilities for the debts of the Debtor under the Main Contract. Now, therefore, both parties hereby enter into this Contract through negotiation and with the terms and conditions as follows:
Movable Property Pledge Contract Contract No.: 2007 Nian Ning Shang Yin Zhong 01 Zhi Zi No. 3 Signing date: February 5, 2007Movable Property Pledge Contract • April 25th, 2007 • China Sunergy Co., Ltd.
In order to ensure that the Borrower’s (as defined below) obligations under the Ning Shang Yin Zhong 01 Dai Zi (2007) No. 3 Loan Contract (hereinafter referred to as the “Master Contract”) signed by and between CEEG (Nanjing) PV-Tech Co., Ltd. (the “Borrower”) and Party B (the “Lender”) on and as of February 5, 2007 are effectively performed, Party A is willing to provide guaranty of pledge to Party B. In accordance with the Contract Law of the People’s Republic of China, Guaranty Law of the People’s Republic of China and other relevant laws and regulations, Party A and Party B, abiding by the principle of equality and through negotiations, hereby enter into this Contract in order to define their respective rights and obligations.
