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...

 
                *
      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.
              
Exhibit
4.7

M.
SETEK and JA SOLAR POLYSILICON SUPPLY AGREEMENT

May
14, 2009

CONFIDENTIAL

1

M.
SETEK Co. Ltd., a Japanese company with its principal place of business at
0-0-00 XXXXXX XXXXX-XX, XXXXX, 000-0000 XXXXX (“Seller”) and
JingAo  Solar Co. Ltd., a Cayman company has its principal place of
business at Jinglong Street, Jinglong Group Industrial Park, Ningjin,
 000000 Xxxxx (“Buyer”) hereby enter into this poly slicon supply agreement
(the “Agreement”) effective as of the date of Supplier’s execution of this
Agreement (the “Effective Date”).

WHEREAS,
Seller agrees to sell desires to purchase Products (herein defined) pursuant to
the terms and conditions of this Agreement. NOW, THERFORE, the parties agree as
follows:

                1.)

                Price
      of Poly Silicon.

              (i)

              2009
      to 2011: US$***/kilogram.

              (ii)

              In
      the case the market price of poly silicon falls below US***/kilogram, both
      parties shall negotiate about the price, on the basis that Seller shall
      give best price to Buyer.

                2.)

                Delivery
      Quantity.

              (i)

              ***,
      ***, *** of 2009: Minimum
***MT/month.

              (ii)

              From
      *** of 2009 till the end of the agreement: Minimum ***
      MT/month.

              (iii)

              Both
      parties shall have meetings every three months to negotiate about the
      added quantity Seller can provide based on Seller’s production
      increase.

                3.)

                Prepayment
      deduction.

                (i)

                Buyer
      will deduct ***% of the price of poly silicon delivered by Seller under
      the agreement as prepayment offset against the Amount Owed. As such, in
      2009, Buyer will have prepayment deduction of ***% x ***/kg, or *** per
      kilogram of poly silicon, with cash payment of *** per kilogram of poly
      silicon.  The total payment amount to be deducted from the
      Amount Owed will be calculated as follows:  (quantity of poly
      silicon) x (relevant price per kilogram based on year) x (***% prepayment
      deduction); with the other ***% to be paid by Buyer by cash in accordance
      to paragraph 4 below.

              (ii)

              If
      by December 31, 2011, which is the end of the long-term supply agreement,
      there is still a portion of the Amount Owed outstanding, Seller will
      either refund the residual Amount Owed in cash to Buyer, or will provide
      sufficient poly silicon, to Buyer to cover such remaining Amount Owed, the
      price shall be decided by

2

                negotiation
      of both parties. It shall be Buyer’s choice to make to decide whether to
      have cash refund or continue polysilicon
supply.

                4.)

                Payment
      Term

                Buyer’s
      payment for any poly silicon shipped under the agreement shall be in the
      form of letters of credit payable within *** days after
  shipment.
              
              5.)

              If
      Seller is unable to deliver the relevant amounts of poly silicon to Buyer
      due to production stop by serious accident, Seller shall: (i) notify Buyer
      within *** hours by phone calls after the accident happens, and (ii) send
      photos and documents to Buyer within *** week, and (iii) guarantee that
      any undelivered amounts of poly silicon shall be delivered within ***
      months, with average quantity to deliver for each
  month.

                6.)

                 Any
      failure by Seller to comply with the delivery schedule set forth in this
      agreement  shall be considered a material breach of the
      agreement, which shall entitle Buyer to, at its sole
      discretion:

                (i)

                seek
      recovery for the undelivered amounts by purchasing them from another
      party. If Buyer’s purchasing price exceeds the agreement price, Seller
      shall be liable to pay damage to Buyer equal to the difference between
      Buyer’s purchasing price and the agreement price and/or

              (ii)

              terminate
      the agreement, recover the entire Amount Owed (as adjusted for any
      additional amounts paid by Buyer to any third party Seller as a result of
      SELLER’s failure to deliver) and seek all damages and remedies available
      under applicable law.

                7.)

                Any
      dispute arising under the agreement shall be resolved by arbitration at
      the China International Economic and Trade Arbitration Center (CIETAC) in
      Beijing in accordance with the laws of the People of Republic of
      China.

                8.) 
                Appendix
      I is specifications and guarantee
term.
              
              9.)

              The
      agreement is made in Chinese and English. In the event of any discrepancy,
      the English version shall prevail. The contract shall become effective
      according to paragraph one set forth in Appendix
  I.

3

              Seller:

              Buyer:

              M.
      SETEK, Co., LTD

              JingAo
      Solar Co. Ltd.

              By
      :___________________________

              By
      :__________________________

              Print
      Name:  Xxxxxxxx Xxxxx

              Print
      Name:  Xxxxx X. Xxx

              Title:
      Director

              Title: Chief Operating
      Officer

              Date:

              Date:

4

Appendix
I Specifications and Guarantee Term

                1.)

                All
      poly silicon shall be tested by pulling into mono crystalline ingot in
      Hebei Ningjin M.SETEK Semiconductor Co., Ltd., which shall meet the specs
      set forth as below: (all data is from the sliced wafer on the bottom of
      the mono-crystalline ingot)

              i.

              Lifetime:
      ≥20 us

              ii.

              Carbon
      content: ≤5x1016
      atoms/cm3

                iii.

                Resistivity:

                Buyer’s
      requirement is P: ≥100
      X.xx, Seller’s specs is P: ≥10 X.xx. Both parties here agree as below:
      Seller will provide ***kg samples of poly silicon to Buyer, valued
      at ***/kg, Buyer will send to Hebei Ningjin M.SETEK Semiconductor
      Co., Ltd. for testing. 
If
      the quality is confirmed by Buyer, the result shall become reference specs
      for future deliveries and this agreement will become effective; If the
      result is not confirmed by Buyer, Seller shall deliver polysilicon using
      Buyer requirement, P: ≥100
      X.xx, and the agreement become effective; or the agreement will not
      become effective.
***kg
      samples’ poly silicon payment will be totally deducted from the *** of
      prepayment still
outstanding.

                2.)

                Seller
      shall assist Buyer on cell quality improving, to have all cells produced
      by Seller’s poly silicon meet the specs as below:

                Under
      800w/cm2
      light, LID test for 8 hours: ＜2.5%
              
              3.)

              All
      poly silicon to be supplied by Seller shall be shipped with the actual
      certificate(s) of analysis of mono crystalline ingot pulled by this batch
      of poly silicon.

              4.)

              All
      poly silicon supplied by Seller to Buyer and its affiliates shall be in
      clean, ready-to-use chunks, requiring no further treatment (e.g.,
      including, but not limited to, chemical washing or etching before
      feeding).

                5.)

                For
      a period of *** months from the date of Buyer’s acceptance of delivery of
      the relevant poly silicon from Seller, Seller shall guarantee the quality
      of all such poly silicon delivered by Seller to Buyer will meet or exceed
      specs as set forth in this Appendix.  Any and all poly silicon
      that Buyer finds, in its sole discretion, to be inadequate, of
      unacceptable quality or

5

                defective
      shall be replaced by Seller within *** days of Buyer’s notification of
      such defect(s). Seller shall afford all fees related to poly silicon
      exchange.
              
6

Document Metadata

Table of Contents

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...

Document Metadata

	(i)	Buyer will deduct *% of the price of poly silicon delivered by Seller under the agreement as prepayment offset against the Amount Owed. As such, in 2009, Buyer will have prepayment deduction of % x /kg, or * per kilogram of poly silicon, with cash payment of * per kilogram of poly silicon. The total payment amount to be deducted from the Amount Owed will be calculated as follows: (quantity of poly silicon) x (relevant price per kilogram based on year) x (% prepayment deduction); with the other **% to be paid by Buyer by cash in accordance to paragraph 4 below.

4.)	Payment Term

	Buyer’s payment for any poly silicon shipped under the agreement shall be in the form of letters of credit payable within *** days after shipment.

6.)	Any failure by Seller to comply with the delivery schedule set forth in this agreement shall be considered a material breach of the agreement, which shall entitle Buyer to, at its sole discretion:

	(i)	seek recovery for the undelivered amounts by purchasing them from another party. If Buyer’s purchasing price exceeds the agreement price, Seller shall be liable to pay damage to Buyer equal to the difference between Buyer’s purchasing price and the agreement price and/or

7.)	Any dispute arising under the agreement shall be resolved by arbitration at the China International Economic and Trade Arbitration Center (CIETAC) in Beijing in accordance with the laws of the People of Republic of China.

8.)	Appendix I is specifications and guarantee term.

Seller:	Buyer:
M. SETEK, Co., LTD	JingAo Solar Co. Ltd.



By :___________________________	By :__________________________
Print Name: Xxxxxxxx Xxxxx	Print Name: Xxxxx X. Xxx
Title: Director	Title: Chief Operating Officer
Date:	Date:

1.)	All poly silicon shall be tested by pulling into mono crystalline ingot in Hebei Ningjin M.SETEK Semiconductor Co., Ltd., which shall meet the specs set forth as below: (all data is from the sliced wafer on the bottom of the mono-crystalline ingot)

2.)	Seller shall assist Buyer on cell quality improving, to have all cells produced by Seller’s poly silicon meet the specs as below:

	Under 800w/cm2 light, LID test for 8 hours: ＜2.5%

5.)	For a period of *** months from the date of Buyer’s acceptance of delivery of the relevant poly silicon from Seller, Seller shall guarantee the quality of all such poly silicon delivered by Seller to Buyer will meet or exceed specs as set forth in this Appendix. Any and all poly silicon that Buyer finds, in its sole discretion, to be inadequate, of unacceptable quality or