Exhibit 4.7
English Translation of Original Contract
SOLARFUN POWER HOLDINGS CO., LTD.
LOCKUP AGREEMENT
This Lockup Agreement (this "AGREEMENT") is entered into this 20th day of June
2006 by and among Solarfun Power Holdings Co., Ltd., a company incorporated
pursuant to the laws of Cayman Islands (the "COMPANY"), Xx. Xx Yonghua, Xx. Xxxx
Hanfei, Xx. Xxx Rongqiang, Mr. Gu Yongliang, Xx. Xx Haijuan, Xx. Xxxx Yuting,
Xx. Xxx Min and Xx. Xxxx Xingxue (each a "SHAREHOLDER", and collectively
"SHAREHOLDERS").
RECITALS
Whereas, each Shareholder owns a certain number of common shares in the Company
as set forth in Exhibit 1 hereto; and
Whereas, the Company intends to complete an initial global public offering (the
"IPO") and become listed on an internationally recognized stock exchange by the
end of 2006;
NOW, THEREFORE, in order to reinforce the unification of the Company and make an
effective use of the shares in the Company as long-term incentives, the
Shareholders hereby agree as follows:
A. The Shareholders will not, during the initial twelve (12) months commencing
immediately after the date of the IPO (the "LOCKUP PERIOD"),
(1) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant or agree to grant any
option, right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any ADSs, capital stocks (whether in the form of stocks
or ADS) or shares of the Company, or any securities convertible into or
exercisable as or exchangeable for ADSs, capital stocks or shares of the
Company; or
(2) enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of the ADSs, capital
stocks or shares of the Company, whether any such transaction described in
clause (1) or (2) above is to be settled by delivery of ADSs, capital stocks or
shares of the Company or such other securities, in cash or otherwise (the
transactions set forth in (1) and (2) above collectively referred to as "SHARE
TRANSFER" or "TRANSFER").
The above restrictions on the Share Transfer shall not apply to any Share
Transfer by any Shareholder to (i) his/her spouse, parents or siblings, or other
family members immediately preceding or descended from him/her, or to a trust of
which any of the above persons is a beneficiary.
B. After the expiry of the Lockup Period, the Share Transfer by any Shareholder
may be conducted subject to the following restrictions:
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English Translation of Original Contract
(1) Within three (3) years (including the Lockup Period) as from the date of the
IPO, neither Xx. Xx Yonghua nor Xx. Xxxx Hanfei may transfer any of his shares
in the Company by any of the arrangements described in Section A above, whether
through Yonghua Solar Power Investment Holding Ltd. or WHF Investment Co., Ltd..
After the expiry of such three (3) years, each of Xx. Xxxx and Xx. Xx may
transfer his shares in the Company under the rules and regulations of the US
Securities and Exchange Commission (the "SEC") subject to his performance of the
information disclosure obligations relating thereto.
(2) After the expiry of the Lockup Period, each of Mr. Gu Yongliang, Xx. Xxx
Rongqiang, Xx. Xx Haijuan, Xx. Xxxx Xxxxxx and Xx. Xxxx Xingxue may transfer
his/her shares in the Company by any of the arrangements described in Section A
above, through Yongliang Solar Power Investment Holding Ltd., Yongqiang Solar
Power Investment Holding Ltd., Yongfa Solar Power Investment Holding Ltd.,
YongGuan Solar Power Investment Holding Ltd., YongXing Solar Power Investment
Holding Ltd. respectively; provided, however, that the aggregate of the shares
so transferred during any year after expiry of the Lockup Period may not exceed
1/3 of his/her total number of record shares at the date of the IPO subject to
any share split or combination of the Company ("QUOTA"), or in other words, the
total number of the shares held by any such Shareholder may not be completely
transferred at least after three (3) years after the IPO. Any portion of any
Quota not used in previous years may be added to the Quota for the current year.
Any and all the proceeds received by any Shareholder from his/her Share Transfer
shall, after deduction of required taxes and charges, be repatriated back to the
PRC within one hundred and eighty (180) days in accordance with relevant
regulations of the State Administration for Foreign Exchange of the PRC (the
"SAFE"). After such proceeds so repatriated is settled pursuant to relevant
regulations of the SAFE, 1/3 of such proceeds so settled may be retained by such
Shareholder and the remaining 2/3 of such proceeds (the "ESCROW AMOUNT") shall
be delivered to an escrow account opened by the Company for putting the same
under the temporary custody of the Company. On the first anniversary of the date
on which any Escrow Amount is transferred to the escrow account, 50% of such
Escrow Amount may be paid to such Shareholder and on the second anniversary of
such date the remaining 50% of such Escrow Amount together with any and all the
interest accrued thereon may be paid to such Shareholder at the interest rate
then applicable to individual time deposits adopted by banks.
(3) After the expiry of the Lockup Period, Xx. Xxx Min may transfer his shares
in the Company by any of the arrangements described in Section A above through
Forever-brightness Investments Limited; provided, however, that during the first
year after the expiry of the Lockup Period he can only transfer 50% of his
shares in the Company and the remaining 50% of the shares may not be transferred
until after the first anniversary of the expiry date of the Lockup Period.
(4) Where after the expiry of the Lockup Period, under certain circumstances,
any Shareholder other than Xx. Xx Yonghua needs to transfer any of his/her
shares in the Company in violation of the above restrictions, he/she shall
obtain the prior written approval to such Transfer by Xx. Xx Yonghua in his
capacity as the chairman of the board of directors of the Company.
C. ADDITIONAL AGREEMENTS
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English Translation of Original Contract
(1) Any transfer of equity securities in any holding company or other
intermediate entity through which a Shareholder holds his/her shares in the
Company shall be deemed, for the purposes of this Agreement, to be a transfer of
shares in the Company by such Shareholder and shall be governed by the terms and
conditions of this Agreement. The number of shares deemed to be transferred
shall be equal to the number of shares in the Company owned by the intermediate
company or entity multiplied by the ownership interest of the Shareholder in
such company or entity.
(2) The Company agrees not to enter into the shareholder register of the Company
any Transfer that has been undertaken in violation of this Agreement.
D. MISCELLANEOUS
(1) Further Assurances. Each Shareholder shall, and shall cause his/her
respective representatives and controlled persons or entities, to execute all
such documents and do all such other things within his or their power, both
direct and indirect, as may be required to give full effect to the terms and
conditions of this Agreement and to ensure that the terms and conditions of this
Agreement are not violated or compromised.
(2) Notices. Unless otherwise agreed among the parties hereto, any and all the
communications hereunder shall be made in writing and shall be deemed to have
been given or made (i) upon receipt, if delivered by hand, (ii) upon generation
of the confirmation of successful transmission, if delivered by fax
transmission, (iii) after seven (7) days after delivery to the mail service, if
delivered by mail, or (iv) three (3) days after delivery to the courier service,
if delivered by international overnight courier service or by mail (postage
prepaid), or the day immediately after the date on which the sending party has
received the confirmation of delivery from such courier service.
Any party hereto who has delivered any communication to any of the other parties
hereto by fax shall give a confirmation call to such other party about
his//her/its delivery of such fax; provided, however, that failure to make such
a confirmation call shall not impair the effect of such communication.
(3) Severability. If any provision in this Agreement shall be held illegal or
unenforceable, such provision shall be interpreted in favour of its
enforceability so that it can be enforced. Where there is no applicable term for
such interpretation, such provision shall be deemed to be severable from the
remaining provisions in this Agreement so as to keep this Agreement in full
force and effect. Notwithstanding the foregoing, if such illegal or
unenforceable provision is necessary for the rights and interests of the parties
hereto, the parties shall use their best endeavours to negotiate for a provision
that is valid, enforceable and satisfactory to all the parties hereto to replace
such illegal or unenforceable provision.
(4) Effectiveness. This Agreement shall be binding upon the parties hereto and
their successors and permitted assigns.
(5) Language. This Agreement shall be interpreted in Chinese.
(6) Counterparts. This Agreement may be executed in counterparts. Each such
counterpart so executed shall be deemed an original, but all of which taken
together shall constitute one and the same agreement.
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English Translation of Original Contract
(7) Amendment. Any amendment to this Agreement shall be subject to the unanimous
written consent of all the Shareholders.
(8) Dispute Resolution. The parties hereto agree that any dispute arising from
this Agreement shall be resolved through friendly consultations. Any dispute
that can not be resolved through such consultations within thirty (30) days as
of the occurrence thereof shall be finally resolved by China International
Economic and Trade Arbitration Commission through arbitration.
(9) Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the New York State of the United States of America.
[signature on the next page]
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English Translation of Original Contract
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the date first above written by their respective authorized representatives.
COMPANY: SOLARFUN POWER HOLDINGS CO., LTD.
Signed by: /s/ Xx Xxxxxxx (signature)
----------------------------
Name: Xx Xxxxxxx
Position:
-----------------------------
Shareholders:
XX XXXXXXX
Signed by: /s/ Xx Xxxxxxx (signature)
----------------------------
Name: Lu Xxxxxxx
XXXX HANFEI
Signed by: /s/ Wang Hanfei (signature)
-----------------------------
Name: Wang Xxxxxx
XXX RONGQIANG
Signed by: /s/ Cui Rongqiang (signature)
-----------------------------
Name: Cui Rongqiang
GU YONGLIANG
Signed by: /s/ Gu Yongliang (signature)
-----------------------------
Name: Gu Xxxxxxxxx
XX HAIJUAN
Signed by: /s/ Yu Haijuan (signature)
-----------------------------
Name: Yu Haijuan
XXXX XXXXXX
Signed by: /s/ Xxxx Xxxxxx (signature)
-----------------------------
Name: Wang Xxxxxx
XXX MIN
Signed by: /s/ Cao Min (signature)
-----------------------------
Name: Cao Min
TONG XINGXUE
Signed by: /s/ Tong Xingxue (signature)
-----------------------------
Name: Tong Xingxue
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