Supplemental Agreement II
| * 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 4.16
English
translation for reference purpose only
Party
A: Jiangsu Zhongneng Silicon Technology Development Co., Ltd.
Party
B: JingAo Solar Co., Ltd.
Party
C: JA Solar Technology YangZhou Co.,Ltd
Whereas,
the parties entered into a Silicon Wafer Supply Agreement (Contract No.:
SSC000120) and a Polysilicon Supply Agreement (Contract No.: SSC00230) as of
April 7, 2008 and August 17, 2008, respectively (together, the “Original
Agreements”), a Supplemental Agreement I to the Silicon Wafer Supply Agreement
as of August 17, 2008 (“Supplemental Agreement I”), and a Memorandum in January
2009.
Now,
therefore, the parties, without prejudice to the effect of the Original
Agreements, conducted negotiations based on equality and voluntary to amend
provisions regarding, among other things, pricing, quality, and prepayment,
etc. stipulated in the Original Agreements and Supplemental Agreement I as
follows:
|
|
1.
|
Pricing
|
The
unit price (including tax) of products for April of the second quarter under the
provision of quantity and price of quarterly supply for 2009 provided in
Attachment B to the Polysilicon Supply Agreement shall be amended as *** per
kilogram.
|
|
2.
|
Quantity
|
The
quantity of products for April of the second quarter under the provision of
quantity and price of quarterly supply for 2009 provided in Attachment B to the
Polysilicon Supply Agreement shall be amended as *** tons.
|
|
3.
|
Payment
Terms
|
The
payment terms provided in Attachment B to the Polysilicon Supply Agreement shall
be amended as follows: Party B and Party C shall make ***% payment on April 30,
2009, in accordance with the terms provided in the Original Agreements, which
shall be ***; the remaining of the payment, which is ***, shall be paid
according to the VAT invoice issued by Party A within *** days following Party B
and Party C’s receipt and inspection of the products supplied by Party A. In the
event that the delivered products fail to pass the inspection, Party A shall
replace such defected products with conforming products.
1
| * 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. |
The
specification and quality standard of products provided in Attachment A to the
Polysilicon Supply Agreement shall be amended as follows:
|
|
(1)
|
The
polysilicon products sold by Party A to Party B and Party C shall meet the
3rd
grade standard provided in the National Standard of Polysilicon of the
People’s Republic of China (draft for review), which are: base P
resistivity ≥20Ω·cm,
base B resistivity ≥100Ω·cm,
minority-carrier life time≥30μs,
Oxygen≤1.5×1017atoms/cm3, Carbon≤4.5×1016atoms/cm3, and TMI (Total metal
impurities, including Fe, Cr, Ni, Cu, and Zn)
≤0.2ppmw.
|
|
|
(2)
|
Packaging
standards: products shall be packed in plastic bags, of which ***
tons shall be packed in paper box and the remaining *** tons shall be
packed in plastic pallet box. The package shall be moisture resistant and
anti-broken to avoid damage occurred during transportation and
storage.
|
|
|
4.
|
Delivery
|
Party
A shall, upon receipt of the payment of ***% of the total price made by Party B
and Party C pursuant to Article 3 of this Supplemental Agreement, shall make the
products available for delivery pursuant to delivery plans to be agreed by the
parties, so as to enable Party B and Party C to arrange for the pick up.
Delivery plans of Party A are as follows:
The
*** tons products packed in plastic pallet box shall be delivered from May
4th
to May 8th, which
shall be *** tons for each day; The *** tons of products packed in paper box
shall be delivered from May 11th to May
15th, which
shall be *** tons for each day.
|
|
5.
|
Product
Warranty Period
|
The
parties hereby agree that Party A shall provide a *** days warranty period for
products supplied by Party A upon its delivery. If nonconforming products are
found during such period, Party A shall replace such defected products with
conforming products within *** days upon receipt of Party B and Party C’s
feedback on product quality. If Party A fails to replace defected products
within the *** days period, Party A shall return the payment of such products in
full amount to Party B and Party C within *** days upon expiry of such ***
days period.
|
|
6.
|
The
parties hereby clarify that this Supplemental Agreement intends to amend
relevant provisions in the Original Agreements and Supplemental Agreement
I, the remaining provisions in the Original Agreements and Supplemental
Agreement I shall remain in effect and binding upon the parties. The
parties shall perform the rights and obligations under the Original
Agreements, Supplemental Agreement I, and the Memorandum, and shall be
held responsible for breach of the Original Agreements, additional
agreements and Supplemental Agreement I. Upon Party B and Party C fully
perform their sourcing quantity for April provided in this Supplemental
Agreement, Party A shall be deemed to have waived any claim of breach
against Party B and Party C for non-performed quantity before April
2009.
|
2
| * 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. |
|
|
7.
|
The
parties covenants that this Supplemental Agreement amends the Original
Agreements, Supplemental Agreement I, and the Memorandum, and that the
parties shall perform their obligations and take their responsibilities
strictly in accordance with the Original Agreements, Supplemental
Agreement I, the Memorandum and this Supplemental
Agreement.
|
|
|
8.
|
This
Supplemental Agreement shall come into effect upon its signature by the
authorized representative of the parties and affixed with seals
hereon.
|
|
|
9.
|
This
Supplemental Agreement shall be in six copies, two of which shall be held
by each party, and each copy shall have the same
effect.
|
[Signature
Page Follows]
3
| * 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. |
Party
A: Jiangsu Zhongneng Silicon Technology Development Co., Ltd. (Corporate
Seal)
Signature
of Authorized Representative:
Party
B: JingAo Solar Co., Ltd.
Signature
of Authorized Representative:
Party
C: JA Solar Technology YangZhou Co.,Ltd. (Corporate Seal)
Signature
of Authorized Representative:
Date: ,
2009
4
