GCL SILICON TECHNOLOGY HOLDINGS INC. AND JPMORGAN CHASE BANK, N.A. as Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2008Deposit Agreement • October 2nd, 2008 • GCL Silicon Technology Holdings Inc. • Semiconductors & related devices • New York
DEPOSIT AGREEMENT dated as of , 2008, among GCL SILICON TECHNOLOGY HOLDINGS INC., a company incorporated under the laws of the Cayman Islands (herein called the Company), JPMORGAN CHASE BANK, N.A., a national banking association organized under the laws of the United States (herein called the Depositary), and all Owners and holders from time to time of American Depositary Shares issued hereunder.
ASIA SILICON TECHNOLOGY HOLDINGS INC. REGISTRATION RIGHTS AGREEMENT September 10, 2007Registration Rights Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of September 10, 2007, by and among (i) Asia Silicon Technology Holdings Inc., an exempted company incorporated and validly existing with limited liability under the laws of the Cayman Islands (the “Company”), (ii) Mandra Materials Limited, an exempted company incorporated and validly existing with limited liability under the laws of the British Virgin Islands (“Mandra”), (iii) Deutsche Bank AG (the “Investor”), and (viii) any other Persons who shall later become signatories to this Agreement (the “Subsequent Shareholders”).
GCL SILICON TECHNOLOGY HOLDINGS INC. [ ] AMERICAN DEPOSITARY SHARES each representing [ ] Ordinary Shares (par value 0.0001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • New York
GCL SILICON TECHNOLOGY HOLDINGS INC. as Company and DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee 3% Convertible Senior Notes due 2010 FORM OF INDENTURE DATED AS OF 2008GCL Silicon Technology Holdings Inc. • September 15th, 2008 • Semiconductors & related devices • New York
THIS INDENTURE, dated as of [—] 2008, between GCL Silicon Technology Holdings Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (herein called the Company), and Deutsche Bank Trust Company Americas, a New York banking corporation (herein called the Trustee).
SHARE PURCHASE AGREEMENT dated August 29, 2007 by and among TB Silicon Ltd. Benchmark Europe III, L.P. (as nominee for Benchmark Europe III, L.P., Benchmark Europe Founders’ Fund III L.P. and related individuals, acting by its manager Balderton...Share Purchase Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • Hong Kong
Polysilicon Supply Agreement By and between Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. And Changzhou Trina Solar Energy Co., Ltd. Serial Number on the side of the Seller: SSC000119 Serial Number on the side of the Buyer:...Supply Agreement • October 2nd, 2008 • GCL Silicon Technology Holdings Inc. • Semiconductors & related devices
Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd., a company incorporated in the People’s Republic of China with its legal address at No.66, Yangshan Road, Xuzhou Economic Development Zone, Jiangsu Province, PRC (hereinafter referred to as “Seller”).
SHARE PURCHASE AGREEMENT by and among HAPPY GENIUS HOLDINGS LIMITED and MANDRA SILICON LIMITED and GCL SILICON TECHNOLOGY HOLDINGS INC. Dated as of July 18, 2008Share Purchase Agreement • October 2nd, 2008 • GCL Silicon Technology Holdings Inc. • Semiconductors & related devices • New York
PAYING AND CONVERSION AGENCY AGREEMENT Tranche A U.S.$20,000,000 Floating Rate Secured Bonds due 2009 Tranche B U.S.$40,000,000 Floating Rate Secured Convertible Bonds due 2009 10 SEPTEMBER 2007 ASIA SILICON TECHNOLOGY HOLDINGS INC. as Issuer DEUTSCHE...Paying and Conversion Agency Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
Any notice or demand sent by post as provided in this Clause shall be deemed (unless any relevant part of the postal service is affected by industrial action) to have been given, made or served three days (in the case of inland post) or seven days (in the case of overseas post) after despatch and any notice sent by fax as provided in this Clause shall be deemed to have been given, made or served 24 hours after despatch and receipt of confirmation of error-free transmission (if received during business hours and, if not, on the next business day in the place of receipt). Subject thereto, neither the non-receipt of, nor the time of receiving, any such confirmation of a notice given by fax as is referred to above shall invalidate or affect such notice or the time at which it is deemed as provided above to have been given.
SINO-FOREIGN JOINT VENTURE CONTRACT by and between SUN FAR EAST LIMITED and ZIBO BAO KAI TRADING CO., LTD. for establishing TAIXING ZHONGNENG FAR EAST SILICON CO., LTD.Venture Contract • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
This Sino-Foreign Joint Venture Contract (hereinafter referred to as the “Contract”) is made and entered into by and between Sun Far East Limited, a limited liability company duly established and legally existing in accordance with the Hong Kong laws (hereinafter referred to “Party A” or “Foreign Party” or “Foreign Party in Joint Venture”), and Zibo Bao Kai Trading Co., Ltd., a limited liability company duly established and legally existing in accordance with the PRC laws (hereinafter referred to “Party B”), as of the 11th day of January, 2008 in Xuzhou, China in accordance with the Sino-Foreign Joint Venture Laws of the People’s Republic of China, the Implementation Rules for the Sino-Foreign Joint Venture Laws of the People’s Republic of China, other laws and regulations in relation to the investment made by foreigners and the local rules and regulations stipulated by Taixing municipal government of Jiangsu province based on the principle of equality, mutual benefit, risks sharing an
EXCHANGE AGREEMENT DATED , 2008 BY AND AMONG GCL SILICON TECHNOLOGY HOLDINGS INC. AND HAPPY GENIUS HOLDINGS LIMITED AND EACH OF THE EB HOLDERS LISTED IN SCHEDULE 1 Allen & Overy Gaikokuho Kyodo Jigyo Horitsu JimushoExchange Agreement • September 15th, 2008 • GCL Silicon Technology Holdings Inc. • Semiconductors & related devices • New York
NOW, THEREFORE, in consideration of and subject to the premises and the mutual agreements, terms and conditions herein contained, the benefits to be derived therefrom and other good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
GCL Silicon Technology Holdings Inc. Suite 3601, Two Exchange Square Central, Hong KongGCL Silicon Technology Holdings Inc. • September 10th, 2008 • Semiconductors & related devices
Re: Deposit Agreement (the “Deposit Agreement”) substantially in the form of that filed as an exhibit to the Form F-6 Registration Statement filed with the Securities and Exchange Commission on September 10, 2008, by and among GCL Silicon Technology Inc., The Bank of New York Mellon, as Depositary, and the owners and holders of American Depositary Receipts.
Wafer Supply Agreement between Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. and Solarcell S. p. A Contract No. [ELC00163] June 1, 2008Wafer Supply Agreement • August 29th, 2008 • GCL Silicon Technology Holdings Inc. • Semiconductors & related devices
This Wafer Supply Agreement (this “Agreement”) is entered into as of June 1, 2008, by and between Jiangsu Zhongneng Polysilicon Technology Development Co. Ltd. ( ), a company limited by shares established in the People’s Republic of China with its principal place of business at 310 Xuzhou Economic Development Zone, North of the National Highway, Xuzhou, Jiangsu Province, People’s Republic of China (the “Seller”), and Solarcell S.p.A., a joint stock company corporation with its principal place of business at via Verdi, 10, Brugherio (Milan), Italy (the “Buyer”). Seller and the Buyer together shall be referred to as the “Parties” and individually as a “Party”.
INVESTORS’ RIGHTS AGREEMENT dated August 29,2007 by and among Asia Silicon Technology Holdings Inc. Happy Genius Holdings Limited and TB Silicon Ltd. and Benchmark Europe III, L.P. (as nominee for Benchmark Europe III, L.P., Benchmark Europe Founders’...Investors’ Rights Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • Hong Kong
SECURITY AGREEMENT relating to Tranche A U.S.$20,000,000 Floating Rate Secured Bonds due 2009 Tranche B U.S.$40,000,000 Floating Rate Secured Convertible Bonds due 2009 Between ASIA SILICON TECHNOLOGY HOLDINGS INC. and DB TRUSTEES (HONG KONG) LIMITEDSecurity Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
Wafer Supply contract by and between Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. and Jiangsu AIDE Solar Energy Technology Co., Ltd. as of April, 16, 2008GCL Silicon Technology Holdings Inc. • August 29th, 2008 • Semiconductors & related devices
This Wafer Supply Contract (hereinafter referred to as the “Contract”) is concluded by and between the following two parties on April 16, 2008 in Xuzhou, Jiangsu, PRC:
Agency AgreementAgency Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
Shanghai Creative Energy Company Limited (“Party A”) entrusted by Jiangsu Zhongneng Photovoltaic Industry Development Co., Ltd. ( “Party B”) to act as an agent for the foreign trade business of Party B. In order to set out clearly the rights and obligations of the parties respectively, and adhering to the principles of equality and mutual benefit and through friendly consultation, the parties hereby enter into this Agent Agreement (the “Contract”)
AMENDED INVESTORS’ FLIGHTS AGREEMENT dated September 7, 2007 by and among Asia Silicon Technology Holdings Inc. Happy Genius Holdings Limited and TR Silicon Ltd. and Benchmark Europe III, L.P. (as nominee for Benchmark Europe III, L.P., Benchmark...Flights Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • Hong Kong
Entrusted Loan Trust Agreement Principal: Taicang Harbour Golden Concord Electric-Power Generation Co., Ltd. Agent: Bank of Jiangsu, Xuanwu Branch Bank of Jiangsu, Xuanwu BranchLoan Trust Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
Upon the application of the Principal, the Principal will entrust its freely disposable and legally obtained capital to the Agent for it to extend an entrusted loan (the “Entrusted Loan”) to the Borrower appointed by the Principal with the risk to be borne by the Principal, and the Agent agrees to be the agent bank. The following agreement (the “Agreement”) is therefore entered into by the Parties upon mutual agreement through consultation.
License Agreement for Hydrochlorination Process to Produce Trichlorosilane from Silicon TetrachlorideGCL Silicon Technology Holdings Inc. • August 29th, 2008 • Semiconductors & related devices
Party A and Party B collectively act as the proprietary and patent applicants (hereinafter referred to as “Technology proprietary or patentee”) of hydrochlorination method in production of trichlorosilane from silicon tetrachloride, and Party C provides necessary location, equipments and other logistic supports for development of the technology. In consideration of efforts made by the parties hereto in the development and research of the hydrochlorination method in production of trichlorosilane from silicon tetrachloride, the Agreement with regard to such process as aforesaid and technical secret as well as patent use right is hereby concluded in accordance with “Patent Law of the People’s Republic of China”, “Implementing Regulations of the Patent Law of the People’s Republic of China” and provisions of other relevant laws and regulations on the basis of friendly consultations, as follows:
Consultancy AgreementConsultancy Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
On the basis of true and full expression of the intentions by the parties to this Consulting Agreement (the “Contract”) respectively, in accordance with the Contract Law of the People’s Republic of China and through equal consultation, and in consideration of the contents of the technical consultation, working conditions, payment, standards of inspection for acceptance, risks and liabilities and relevant technical and legal issues as described in the Contract, the parties hereby agree as follows which shall be strictly taken to by the parties:
SECURITY AGREEMENT relating to Tranche A U.S.$20,000,000 Floating Rate Secured Bonds due 2009 Tranche B U.S.$40,000,000 Floating Rate Secured Convertible Bonds due 2009 Between ASIA SILICON TECHNOLOGY HOLDINGS LIMITED and DB TRUSTEES (HONG KONG)...Security Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • Hong Kong
SHARE PURCHASE AGREEMENT by and among GUOTAI ENERGY INVESTMENT LTD. XUZHOU SUYUAN GROUP LTD. SUYUAN GROUP LTD. BEIJING ZHONGNENG RENEWABLE ENERGY INVESTMENT LTD. as Transferors and ASIA SILICON TECHNOLOGY HOLDINGS INC. LIANYUNGANG SUYUAN GROUP LTD. as...Share Purchase Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
shall be referred to as “Transferred Shares” hereinafter. Any and all considerations paid by respective Transferees to Transferors for the purchase of the Transferred Shares according to this Agreement shall be referred to as “Transfer Price” hereinafter.
PREFERRED SHARE RIGHTS AGREEMENT dated August 29, 2007 by and among Asia Silicon Technology Holdings Inc. Happy Genius Holdings Limited and TB Silicon Ltd. and Benchmark Europe III, L.P. (as nominee for Benchmark Europe III, L.P., Benchmark Europe...Preferred Share Rights Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • Hong Kong
EMPLOYMENT CONTRACTEmployment Contract • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
In order to protect the legitimate rights and interests of the employer and employees, this Contract is executed by and between Party A and Party B in accordance with the Labor Law of the People’s Republic of China and relevant laws, regulations and policies of China and of local government of the employer on the basis of equality, willingness and consentience and shall be binding upon both parties.
Solar-grade Polysilicon Supply Agreement by and between Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. And Suzhou CSI Solar Power Technology Co., Ltd. Serial Number on the side of Seller: SSC00232 Serial Number on the side Buyer:...Supply Agreement • August 27th, 2008 • GCL Silicon Technology Holdings Inc. • Semiconductors & related devices
This Solar-grade Polysilicon Supply Agreement (the “Agreement”) is executed in Suzhou, PRC by and between the following Parties on August 20, 2008.
Commissioned Processing ContractGCL Silicon Technology Holdings Inc. • August 29th, 2008 • Semiconductors & related devices
The Contract is hereby concluded by and between Party A and Party B through friendly consultation in accordance with relevant provisions of “Contract Law of the People’s Republic of China” and shall be binding upon both parties.
Office Leasing AgreementOffice Leasing Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
Land Lord: Shanghai Yueyuan Machinery Equipment Limited Co. (Party A) Tenant: Jiangsu Zhongneng Photovoltaic Industry Development Co., Ltd. Shanghai Branch (Party B)
AGREEMENT OF PLEDGE OVER SHARES IN JIANGSU ZHONGNENG PHOTOVOLTAIC INDUSTRY DEVELOPMENT CO., LTD. (NOW “JIANGSU ZHONGNENG POLYSILICON TECHNOLOGY DEVELOPMENT CO., LTD”) Dated: September, 10, 2007 ASIA SILICON TECHNOLOGY HOLDINGS LIMITED (as the...Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • England
Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. Phase IV (Inner Mongolia Xilinguole Zhongneng Polysilicon Co., Ltd. (in the process of formation)) Sales Contract for [Reactor (24-pair electrodes design)]GCL Silicon Technology Holdings Inc. • October 2nd, 2008 • Semiconductors & related devices
Buyer: Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. Phase IV Inner Mongolia Xilinguole Zhongneng Polysilicon Co., Ltd. (in the process of formation)
Polysilicon Supply Agreement By and between Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. And Jiangsu Linyang Solarfun Co., Ltd. Serial Number on the side of the Seller: Serial Number on the side of the Buyer: June 22, 2008Supply Agreement • August 29th, 2008 • GCL Silicon Technology Holdings Inc. • Semiconductors & related devices
Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd., a company incorporated in the People’s Republic of China with its legal address at No. 666, Yangshan Road, Xuzhou Economic Development Zone, Jiangsu Province, PRC (hereinafter referred to as “Seller”).
GCL SILICON TECHNOLOGY HOLDINGS INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT June 5, 2008Registration Rights Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of June 5, 2008, by and among (i) GCL Silicon Technology Holdings Inc., an exempted company incorporated and validly existing with limited liability under the laws of the Cayman Islands (the “Company”), (ii) Deutsche Bank AG (“Deutsche Bank”), Credit Suisse International (“Credit Suisse”), Asia Debt Management Hong Kong Limited for and on behalf of ADM Galleus Fund Limited (“ABM”) and RCG Asia Opportunity Fund, Ltd (“Ramius”), and (iii) any other Persons who shall later become signatories to this Agreement (the “Subsequent Shareholders”) (each a “Party” and together, the “Parties”).
GCL SILICON TECHNOLOGY HOLDINGS INC. CONVERSION REGISTRATION RIGHTS AGREEMENT August [ ], 2008Conversion Registration Rights Agreement • August 27th, 2008 • GCL Silicon Technology Holdings Inc. • Semiconductors & related devices • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of August [ ], 2008, by and among (i) GCL Silicon Technology Holdings Inc., an exempted company incorporated and validly existing with limited liability under the laws of the Cayman Islands (the “Company”), (ii) Deutsche Bank AG (“Deutsche Bank”) and (iii) the holders, from time to time, of the Company’s 3% Convertible Senior Notes due 2010 (the “Notes”) (each a “CB Holder” and together, the “CB Holders”, the CB Holders as of the date of this Agreement are identified in Schedule 1 hereto (the “Initial CB Holders”).
CONTRACTGuaranty Agreement • August 29th, 2008 • GCL Silicon Technology Holdings Inc. • Semiconductors & related devices
THIS CONTRACT IS MADE BY AND BETWEEN THE BUYER AND THE SELLER, WHEREBY THE BUYER AGREES TO BUY AND THE SELLER AGREES TO SELL THE UNDER-MENTIONED CONTRACT PRODUCTS ACCORDING TO THE TERMS AND CONDITIONS STIPULATED BELOW.
Solar-grade Polysilicon and Wafer Supply Agreement by and between Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. And Wuxi Suntech Power Co., Ltd. Contract Code: SSC00233 August 21, 2008And Wafer Supply Agreement • August 27th, 2008 • GCL Silicon Technology Holdings Inc. • Semiconductors & related devices
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
THIS SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of June 6, 2007, was entered into at Lianyungang City, Jiangsu Province, by and among the following parties:
