Exhibit 10.17
MANAGEMENT CONSULTING SERVICE AGREEMENT
PARTY A: Solarfun Power Holdings Co., Ltd.
ADDRESS: Xx.000 Xxxxxxx Xxxx, Xxxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, Xxxxx
LEGAL REPRESENTATIVE: Xx Xxxxxxx
TELEPHONE: 0000-00000000
FAX: 0000-00000000
PARTY B: Hony Capital II, L.P.
ADDRESS: 0X, Xxxxx X, Xxxxxx XxxxXxxx Xxxx, Xx.0, Xx Xxx Xxxx Road (South),
Haidian District, Beijing
LEGAL REPRESENTATIVE: Xxx Xxxxxxxx
TELEPHONE: 000-00000000
FAX: 000-00000000
In order to assist Party A to improve its operations, after friendly
communication and negotiation between two parties, Party B has agreed to provide
Party A management consulting services on the following terms:
ARTICLE 1. Party A hereby hires Party B as its management consultant. Based on
this agreement, Party B will offer management consulting services to Party
A.
ARTICLE 2 Party B's consulting services include:
2.1 Management consulting services: assisting Party A in its strategic
development, improvement of internal management; and assisting Party A to
achieve more international standards with regard to its operation to ensure its
sustainable development.
2.2 Sharing with Party A the management knowledge and experience of Party B
and its parent company, Legend Holdings;
2.3 Assisting in the IPO process by aiding the underwriters' team for Party
A's IPO and facilitating the cooperation between Party A and the underwriter and
helping to resolve any difficulties during the IPO.
2.4 Party B will assign one of its partners, Xxxx Xxxxxx (hereinafter,
referred to as "Xx. Xxxx") to serve as the Executive Vice President of Party A
for one year on a full-time basis. Xx. Xxxx shall assist Party A to build up a
high quality international professional
team for the International Business Division covering areas of purchasing of
silicon materials and sales of silicon modules in the international market. Xx.
Xxxx shall help facilitate the technical cooperation between Party A and leading
solar energy or photovoltaic research institutes and assist in the formation of
close cooperation R&D projects and help to introduce global talent to Party A.
Xx. Xxxx shall also participate in the road show of Party A's IPO. Xx. Xxxx will
report directly to the CEO of Party A, Xx Xxxxxxx. During the employment period,
Xx. Xxxx should assisting in identifying and recruiting suitable talent with a
skill set comparable to Xx. Xxxx who could take over Xx. Xxxx'x position and
lead the expansion of the international business division in the future.
ARTICLE 3. Based on the services offered by Party B in this agreement, Party A
will pay a service fee in the aggregate amount of RMB 2,000,000 (RMB Two
Million) to Party B, which will be paid evenly on a monthly basis beginning
upon signing of this agreement. Party B will also receive extra RMB
2,000,000 (RMB Two Million) by the end of the services period, and that
could be accelerated in case of the quality of Party B's services reach
Party A's request. Xx. Xxxx will receive from Party A a housing allowance
and reimbursement of business trip expenses as incurred for rendering the
services under this agreement. Such allowance and reimbursement will be
provided by Party A to Xx. Xxxx and Party B will be responsible for the
payment of any individual income taxes associated with providing the
services under this agreement.
ARTICLE 5. Party B and Xx. Xxxx acknowledge that the information received from
Party A pursuant to this agreement may be confidential and is for its use
only, and Party B or Xx. Xxxx will not use such confidential information
for purposes other than for purposes consistent with and in furtherance of
this agreement or reproduce, disclose or disseminate such information to
any other person (other than its affiliates, employees or agents having a
need to know the contents of such information, and its attorneys), except
in connection with the exercise of rights under this agreement, unless (i)
Party A has made such information available to the public generally; or
(ii) Party B or Xx. Xxxx is required to disclose such information by a law,
Governmental Order or Governmental Authority.
ARTICLE 6. This agreement is effective as of November 18, 2006 and will
terminate on
December 31, 2007 and the services described above shall be provided over
this entire term.
ARTICLE 7. Party A and Party B further agree that:
1. Party B hereby guarantees that Xx. Xxxx is available to work in Party A until
the end of 2007. If Party B identifies a capable candidate that Party A confirms
to be a suitable replacement of Xx. Xxxx, Party A will permit Xx. Xxxx to leave
Party A ahead of the completion of the period set forth herein.
2. If Xx. Xxxx decides to leave Party A on her volition prior to the expiration
of the employment period, Party A may reduce the corresponding service fee paid
to Party B in proportion to Xx. Xxxx'x actual working period.
ARTICLE 8. This agreement shall be governed by and be interpreted in accordance
with the laws of the People's Republic of China. The parties hereto shall
settle any dispute arising from this agreement through friendly
negotiation. If agreement cannot be reached, the parties may plight any
disputes to the Court in the venue that sign this agreement.
ARTICLE 9. This agreement is signed in the English language in two (2)
originals, and in the Chinese language in two (2) originals. The English
language version shall govern. Each party will hold one original copy of
the English version and one original copy of the Chinese version.
Party A: Solarfun Power Holdings Co., Ltd.
Authorized Representative: /s/ Xxxxxxx Xx
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Party B: Hony Capital II, L. P.
Authorized Representative: /s/ authorized representative of Hony Capital II,
L.P.
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