Supplemental Agreement I to Silicon Wafer Supply Agreement
* Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this Exhibit have been separately filed with the Securities and Exchange Commission. |
English
translation for reference purpose only
Exhibit
4.15
Supplemental
Agreement I to Silicon Wafer Supply Agreement
Buyer:
JingAo Solar Co., Ltd
Address:
JingLong Industrial Park, JingLong Street, NingJin, Hebei,
China
Legal
Representative: Xxxxxxx Xxx
|
Xxxxxx:
Xxxxxxx Xxxxxxxxx Silicon Technology Development Co., Ltd.
Address:
00 Xxxxxxxx Xxxx, xxx Xxxxxxxx Xxxxxxxxxxx Xxxx, Xxxxxx,
Xxxxx
Legal
Representative: Xxxxxx Xxx
|
The parties entered into a Silicon Wafer Supply Agreement (Contract No.:
SSC000120) as of April 7, 2008 (the “Long Term Contract”). The parties hereby
enter into a Supplemental Agreement I to Silicon Wafer Supply Agreement
(“Supplemental Agreement I”) to amend the products supply during the term of the
Long Term Contract pursuant to Article 1.1 and Article 17 thereof. Based on the
principles of equality and mutual benefit, the parties, through friendly
negotiation, agree as the following:
1. The
provisions with respect to supply of silicon wafers during the year of 2008 and
2009 as provided in Annex B to the Long Term Contract are hereby
terminated. The parties shall no longer purchase and deliver silicon
wafers pursuant to provisions with respect to the supply amount, price and
delivery progress of silicon wafers during the year of 2008 and 2009 as provided
in Annex B to the Long Term Contract; however, the buyer shall be responsible
for payment pursuant to the Long Term Contract with respect to products that
have been delivered to the buyer by the seller according to the amount and
delivery schedule during 2008 as provided in Annex B to the Long Term
Contract.
* Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this Exhibit have been separately filed with the Securities and Exchange Commission. |
2. In
addition to supply of silicon wafer from 2010 to 2015 as provided in Annex B to
the Long Term Contract (the “Original Supply”), the parties agree on additional
supply of monocrystalline solar cells (125x125mm) from 2010 to 2014 (the
“Additional Supply”) and shall agree on the price thereof. Pursuant to the above
amendment, the parties shall perform the Additional Supply from 2010 to 2014
according to provisions of amount, price and delivery progress, etc. as provided
in Annex B-1 hereto in addition to the Original Supply from 2010 to 2015
according to provisions of amount, price, and delivery progress, etc. as
provided in Annex B to the Long Term Contract. The parties shall commence the
supply of products since January 2010 pursuant to the provision above
mentioned.
3. The
prepayment provided in the Long Term Contract are the prepayment for the
Original Supply, of which the buyer has paid the amount of ***, the balance of
*** shall be paid by the buyer pursuant to Annex B to the Long Term Contract.
The buyer shall pay *** to the seller as the prepayment of Additional Supply,
the amount and payment schedule of which are provided in Annex B-2 hereto. The
prepayment for the Additional Supply may be deducted in the amount of *** of the
total amount for each month as the payment of Additional Supply of the each
month since January 1, 2011 until December 31, 2014. Except otherwise provided
herein, the provisions of other aspects of prepayment shall be subject to the
Long Term Contract.
4. The
quality specification of products of Additional Supply shall be subject to Annex
A-1 hereto, while the quality specification for the Original Supply shall be
subject to Annex A to the Long Term Contract.
5. As
the amendment to the Long Term Contract, this Supplemental Agreement I shall
amend those provisions in the Long Term Contract as provided herein. The parties
* Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this Exhibit have been separately filed with the Securities and Exchange Commission. |
agree
that the remaining provisions of the Long Term Contract shall remain in effect
and be performed by and applicable to the parties. Other matters with respect to
Additional Supply shall be performed pursuant to the Long Term
Contract.
6. Each
party shall, unless with prior written consent of the other party, keep any
material or information related to this Supplemental Agreement I confidential,
and shall not directly or indirectly disclose relevant information it acquired
with respect to the other party, except that the laws and regulations require
otherwise, or either party exercise its legal rights.
7. The
interpretation and performance of this Supplemental Agreement I shall be subject
to the existing laws of China.
8. For
matters not provided herein, the parties shall otherwise agree in writing, which
shall have the same legal effect as this Supplemental Agreement I.
9. This
Supplemental Agreement I shall come into effect upon its signature by the legal
representative or authorized representative of the parties and affixed with
corporate seals hereon.
10. This Supplemental Agreement I shall be
in eight counterparts, four of which shall be held by each party, and each
counterpart shall have the same effect.
[Signature
Page Follows]
* Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this Exhibit have been separately filed with the Securities and Exchange Commission. |
Buyer
|
JingAo
Solar Co., Ltd
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Seller
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Jiangsu
Zhongneng Silicon Technology Development Co., Ltd.
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Signed
By
|
Signed
By
|
||
Date
|
August
17, 2008
|
Date
|
August
17, 2008
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* Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this Exhibit have been separately filed with the Securities and Exchange Commission. |
Annex
A-1
Quality
Specification for Additional Supply from 2010 to 2014
Crystalline
Type
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Monocrystalline
silicon wafers
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Dimensions
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125mm×125mm±0.5mm
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Thickness
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200µm±20µm
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Diameter
|
150mm±0.5mm
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Angle
Variation
|
90+/-0.5°
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Boarder
Angel Width
|
20.0~22.5mm
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TTV
|
≤30µm
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Camber
|
≤75µm
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Conductance
Type
|
P
Type
|
Steering
|
﹤100﹥+/-1°
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Oxygen
|
≤1.0×1018
atms/cm3
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Carbon
|
≤1.0×1017
atms/cm3
|
Resistivity
|
0.5~3.0Ω·cm
&
3.0~6.0Ω·cm
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Life
time
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≥10
µs
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Crack
and Pit
|
Not
visible to naked eyes
|
Saw
Mark
|
≤20
µm
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Position
Angel
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90±0.5°
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Edge
Defect
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depth<
0.5mm, length< 1.5mm
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Surface
Condition
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Original
cut, clean
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Pollution
|
dust/grease-free;
no cleaning agent residue
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The
parties agree to renegotiate the thickness of products at the end of every 12
months upon the commencement of the Additional Supply, and to determine the
adjusted thickness according to the market technology condition then in effect.
If the parties fail to determine an adjusted thickness, the specification in
this Annex A-1 shall apply.
* Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this Exhibit have been separately filed with the Securities and Exchange Commission. |
Annex
B-1
Amount
and Price for Additional Supply from 2010 to 2014
Amount
and Price for Additional Supply of Monocrystalline Silicon Wafers
(125x125mm)from 2010 to 2014
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|||||||
Year
|
|
2010
|
2011
|
2012
|
2013
|
2014
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Total
|
Quantity
of Monocrystalline Silicon Wafers (125x125mm)
|
In
Pieces
|
***
|
***
|
***
|
***
|
***
|
***
|
Unit
Price of Monocrystalline Silicon Wafers (125x125mm), tax
included
|
RMB/Piece
|
***
|
***
|
***
|
***
|
***
|
|
Total
Price of Monocrystalline Silicon Wafers (125x125mm), tax
included
|
RMB
|
***
|
***
|
***
|
***
|
***
|
***
|
Total
Amount of the Contract
|
|
|
|
|
|
|
***
|
* Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this Exhibit have been separately filed with the Securities and Exchange Commission. |
Notes:
|
1.
Both parties should negotiate and determine the supply amount for the
following year in December of the preceding supply year according to the
Seller’s capacity, production plan and the Buyer’s purchasing power. If
the supply quantity cannot be determined in December, the supply quantity
for the following year shall be determined according to the average
monthly quantity of the current year. The unit price (tax included)
multiplies the monthly supply quantity equals payment of the current
month.
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2.
The Buyer should pay to the Seller in full for the next month’s supply
before the *** of each month 2010 shall be made in full before
***.
|
3.
The tax for the above price is 17%, if government tax is adjusted, price
will be adjusted
accordingly.
|
* Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this Exhibit have been separately filed with the Securities and Exchange Commission. |
Annex
B-2 Amount of Prepayment and Payment Schedule of Additional Silicon
Wafers
Prepayment
Amount in total
|
RMB
|
***
|
|
|
|
|
Installment
payment date
|
2008-10-15
|
2009-4-25
|
2009-7-25
|
2009-10-25
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Total
|
|
Installment
amount
|
RMB
|
***
|
***
|
***
|
***
|
***
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Note:
The Buyer is required to pay the installment amount before each installment
payment date, otherwise, the Buyer will assume liabilities for breach according
to the long-term contract.