Exhibit 10.6
(Summary Translation)
COOPERATION AGREEMENT
Between
Jiangxi LDK Solar Hi-Tech Co., Ltd.
And
Shanghai Jiaotong University
For the Establishment
of
Shanghai Jiaotong University LDK Solar Laboratory
October 10, 2005
This Agreement is made as of October 10, 2005 by and between Jiangxi LDK
Solar Hi-Tech Co., Ltd. at High-Tech Industrial Park, Xinyu City, Jiangxi
Province, China (herein "Party A") and Shanghai Jiaotong University at 0000
Xxxxxxx Xxxx, Xxxxxxxx (herein "Party B").
Through friendly negotiations, Party A and Party B have reached the
following agreement on the establishment of Shanghai Jiaotong University LDK
Solar Laboratory.
ARTICLE 1. COOPERATION CONTENT
Party A and Party B shall jointly establish a solar energy laboratory
within the premises of Shanghai Jiaotong University. The name of the laboratory
shall be "Shanghai Jiaotong University LDK Solar Laboratory" (herein "LDK
Laboratory").
ARTICLE 2. COOPERATION TARGET
Both parties shall endeavor to make the LDK Laboratory a base for
implementing their manufacturing, learning and research objectives.
Specifically, the LDK Laboratory will support (i) Party B in its application to
Shanghai municipal government and the PRC national government for its status as
a key solar energy research center and (ii) Party A in the implementation of its
commercialization plan to reach 200 MW solargrade multicrystalline wafer
production.
Party B will provide technical support to Party A in its implementation of
the commercialization plan to reach 200 MW solargrade multicrystalline wafer
production. Both parties will jointly adapt and digest advanced equipment and
technology imported from overseas and engage in further research and development
to achieve the following targets:
(1) Technology Adaptation
1) Cleaning and Etching Technology
(1) Master the approaches for analyzing and sorting silicon feedstock
of different quality;
(2) Master the chemical mixture and etching process for cleaning
different silicon feedstock;
(3) Master the operating guidelines, procedures and trouble-shooting
methodologies for etching equipment; and
(4) Master the evaluation and quality control of cleaning and etching
results.
2) Crystallization Technology
(1) Master the operating guidelines, structural designs,
functionalities, control systems and trouble-shooting
methodologies for the DSS furnaces;
(2) Master the feedstock charging procedures and different charging
approaches;
(3) Master the cleaning, the mould release agents coating and the
installation of new crucibles;
(4) Master the safety operating procedures and understand the
rationale behind each operating procedure to insure safety of
operations;
(5) Master the design and control of electricity, air, water and
heater systems;
(6) Master the evaluation and quality control of the ingots produced;
and
(7) Master the maintenance of the equipment and replacement of spare
parts.
3) Wafering Technology
(1) Master the operating guidelines, structural design and
functionalities of the multi-wire saws;
(2) Master the loading and unloading of bricks, the installing and
changing of the wire web, the slurry mixing and wire sawing
technique;
(3) Master the control over wafer thickness, wafer surface quality
and wafer yield;
(4) Master the problem detection, trouble shooting and maintenance of
the equipment; and
(5) Master the quality measurement, analysis and evaluation of
wafers.
(2) Technology Development
1) Cleaning and Etching
(1) Research and develop methodologies for inspecting different types
of silicon feedstock;
(2) Optimize etching solution and cleaning process (including ways to
improve cleaning and etching quality, to enhance efficiency, to
reduce solution consumption, to reduce power consumption in
etching process, to increase etching scope and to improve
operating capability and safety during the etching process);
(3) Develop and enhance etching equipment (including structural
enhancement and process enhancement);
(4) Recycle and safely utilize cleaning/etching acid; and
(5) Localize the manufacturing of consumables for cleaning and
etching.
2) Crystallization Technology
(1) Research and develop low-cost crucibles and recyclability of
crucibles;
(2) Research and develop ways to increase ingot weight;
(3) Research the relationship between ingot lifetime and
crystallization process optimization;
(4) Research silicon feedstock mixing optimization;
(5) Research ways to reduce power consumption for crystallization
process;
(6) Research ways to speedily evaluate ingot quality;
(7) Research new DSS furnaces (with larger volume, better quality,
less power consumption and higher efficiency); and
(8) Research ways to localize the manufacturing of new mould release
agents and crystallization-related consumables.
3) Wafering Technology
(1) Research ways to localize the manufacturing of wafering
consumables (including wires, pulleys, glue, SiC and others);
(2) Research and develop ways to recycle wafering related raw
materials and consumables;
(3) Research ways to speedily evaluate wafering quality;
(4) Research and develop ways to reduce wafer breakage and kerfing;
(5) Research with respect to ultra-thin wafer sawing; and
(6) Research with respect to ultra-thin wafer cleaning and packaging.
ARTICLE 3. ADMINISTRATIVE RELATIONSHIP OF THE LDK LABORATORY
The LDK Laboratory is subject to the administrative jurisdiction of
Shanghai Jiaotong University.
ARTICLE 4. MANAGEMENT STRUCTURE OF THE LDK LABORATORY
The LDK Laboratory will be managed by its director under the leadership of
a managing board. The initial managing board will consist of three members from
Party A: Xx. Xxxx Xiaofeng, Xx. Xxxx Xingxue and Xx. Xxxx Yonggang and four
members from Party B: Xx. Xxx Shenwu, Xx. Xxxx Xxxxxxxx, Xx. Xx Qinghao and Xx.
Xxx Rongqiang. Each member will serve a term of two years. Xxxxxxxxx Xxx Shenwu,
President of placeCityShanghai Jiaotong University will be the chairman of the
initial managing board and Xx. Xxxx Xiaofeng, chairman of Jiangxi LDK Solar
Hi-Tech Co,. Ltd. will be a vice chairman of the initial managing board. Both
the chairman and vice chairman will serve a term of two years. The director of
the LDK Laboratory will be elected by both parties, subject to nomination by
Party B and consent by Party A. The initial director of the LDK Laboratory will
be Xxxxxxxxx Xxx Rongqiang for a term of two years.
ARTICLE 5. WORKING CAPITAL OF THE LDK LABORATORY
Party A will fund Rmb 5,000,000 for the first phase operations of the LDK
Laboratory, with the funds to be disbursed in line with the progress and
development of the various research and development projects. Funding for the
second phase operations of the LDK Laboratory will be determined by the parties
on the basis of the results of the first phase. Party A will remit an initial
payment of Rmb 1,000,000 (or 20% of its first phase funding commitment) to the
account of Party B within one week after this Agreement becomes effective.
ARTICLE 6. FUNDS FOR RESEARCH AND DEVELOPMENT
The LDK Laboratory will report to both parties with respect to the subjects
or topics of its research and development in order for Party A to provide
funding for such research and development in a timely manner. Party A will have
priority in proposing the subjects or topics for research and development by the
LDK Laboratory.
ARTICLE 7. FACILITIES OF THE LDK LABORATORY
Party B will provide laboratory facilities (including offices) and research
and development equipment and resources (including office equipment and
resources) to the LDK Laboratory. Party A will make its existing resources
available to the LDK Laboratory for its research and development.
ARTICLE 8. OWNERSHIP OF RESEARCH RESULTS AND COMMERCIALIZATION
The research results of the LDK Laboratory will be jointly owned by Party A
and Party B. Party A will have priority in utilizing any research results of the
LDK Laboratory. The economic benefits will be shared between Party A (40%) and
Party B (30%), with the remaining 30% as re-investment from Party A into the LDK
Laboratory. Any transfer of research results of the LDK Laboratory to a third
party will require joint approval from Party A and Party B. In addition, Party A
agrees that Party B will lead in any joint application for research and
development awards and funding.
Party B agrees to make two of its patented technologies available to Party
A to use, free of charge. These technologies are (i) impulse lamp-house signal
solar cell measurement technology (with patent number: ZL01113030.X) and (ii)
transparent conductive thin film and spay deposition antireflection equipment
and method (with patent number: ZL99116819.4).
ARTICLE 9. PARTY A'S R&D CENTER
The LDK Laboratory will assist Party A in (i) establishing its solar R&D
center in Jiangxi Province, (ii) applying for provincial, ministerial and
national research funding allowances and (iii) training research and development
personnel. All related expenditures will be funded by funds for research and
development under Article 6.
ARTICLE 10. INTERNSHIP AND TRAINING
Party A will provide the LDK Laboratory with internship opportunities and
the LDK Laboratory will provide Party A with training facilities.
ARTICLE 11. REPRESENTATIONS AND WARRANTIES
(1) Each party represents, warrants and covenants to the other party as
follows (each effective upon the signing of this Agreement):
1) The obligations undertaken by each party pursuant to this Agreement
are legal and will not conflict with its obligations under any other
agreement or document and will not contravene any laws, rules and
regulations in China; and
2) Each party shall perform its obligations under this Agreement in
compliance with the laws, rules and regulations of China.
(2) Each party shall notify the other party promptly and shall take all
reasonable measures to remedy or cure as requested by the other party upon the
occurrence of any event or the existence of any circumstance that would result
in any of its representations, warranties and covenants becoming untrue or
inaccurate.
(3) Neither party may transfer its rights and obligations under this
Agreement.
ARTICLE 12. FORCE MAJEURE
(1) No party shall be liable for non-performance or partial non-performance
of its obligations under this Agreement to the extent that such non-performance
or partial non-performance is caused by force majeure and not by any fault of
such party; provided, however, that such party shall be obligated to take all
necessary measures, conditions permitting, to mitigate the losses so caused.
(2) The party that is prevented from performing this Agreement due to force
majeure shall notify the other party in writing as soon as practicable upon the
occurrence of force majeure and shall submit a report to the other party within
15 days of the occurrence of such force majeure, setting forth therein its
reasons for non-performance or partial non-performance and for the need to delay
its performance.
ARTICLE 13. DEFAULT
Upon effectiveness of this Agreement, if any party shall default in its
performance of its obligations hereunder and causes the performance of this
Agreement impossible, unless due to force majeure as described in Article 12,
such party shall pay Rmb 100,000 to the other party as liquidated damages.
ARTICLE 14. TERMINATION
(1) Each party shall have the right to terminate this Agreement upon the
occurrence of any of the following, after notice in writing to the other party:
1) The other party has breached or has not performed any of its
obligations under this Agreement; or
2) Any representation, warranty or covenant is materially untrue and
misleading or remains unperformed, regardless of its cause or reason.
(2) When this Agreement is terminated due to causes under Article 14(1),
the obligations of the parties shall terminate forthwith; provided, however,
that such termination shall not affect any pre-existing rights and claims of the
parties or any liabilities for damages as a result of the termination of this
Agreement due to causes under Article 14(1).
ARTICLE 15. DISPUTE RESOLUTION
Settlement of any dispute in connection with this Agreement shall first be
sought through friendly negotiations, failing which, either party may submit the
dispute to a court with jurisdiction for settlement.
ARTICLE 16. AMENDMENT AND SUPPLEMENT
Any amendment and supplement to this Agreement shall be valid only if made
out in writing and duly signed by both parties.
ARTICLE 17. VALIDITY
This Agreement shall come into effect upon signing by the respective duly
authorized representatives of the parties, with corporate seals attached
hereunto. Thereafter, this Agreement shall remain valid for five years.
ARTICLE 18. COUNTERPARTS
This Agreement is made in four original counterparts, with two for Party A
and two for Party B. Each original counterpart shall constitute one and the same
instrument.
Party A: JIANGXI LDK SOLAR HI-TECH CO., LTD.
(Seal)
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Authorized Representative
Date: October 10, 2005
Party B: SHANGHAI JIAOTONG UNIVERSITY
(Seal)
By: /s/ Zheng Hang
------------------------------------
Name: Zheng Hang
Title: Authorized Representative
Date: October 10, 2005
