GCL SILICON TECHNOLOGY HOLDINGS INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2008Deposit Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • New York
DEPOSIT AGREEMENT dated as of , 2008, among GCL SILICON TECHNOLOGY HOLDINGS INC., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Shares issued hereunder.
ASIA SILICON TECHNOLOGY HOLDINGS INC. REGISTRATION RIGHTS AGREEMENT September 10, 2007Registration Rights Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of September 10, 2007, by and among (i) Asia Silicon Technology Holdings Inc., an exempted company incorporated and validly existing with limited liability under the laws of the Cayman Islands (the “Company”), (ii) Mandra Materials Limited, an exempted company incorporated and validly existing with limited liability under the laws of the British Virgin Islands (“Mandra”), (iii) Deutsche Bank AG (the “Investor”), and (viii) any other Persons who shall later become signatories to this Agreement (the “Subsequent Shareholders”).
GCL SILICON TECHNOLOGY HOLDINGS INC. [ ] AMERICAN DEPOSITARY SHARES each representing [ ] Ordinary Shares (par value 0.0001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • New York
GCL SILICON TECHNOLOGY HOLDINGS INC. as Company and DB TRUSTEES (HONG KONG) LIMITED as Trustee 3% Convertible Senior Notes due 2010 FORM OF INDENTURE DATED AS OF 2008Indenture • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • New York
Ex Date means the first date on which the ADSs trade on the applicable exchange or in the applicable market without the right to receive an issuance, dividend or distribution.
SHARE PURCHASE AGREEMENT dated August 29, 2007 by and among TB Silicon Ltd. Benchmark Europe III, L.P. (as nominee for Benchmark Europe III, L.P., Benchmark Europe Founders’ Fund III L.P. and related individuals, acting by its manager Balderton...Share Purchase Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • Hong Kong
SHARE PURCHASE AGREEMENT by and among HAPPY GENIUS HOLDINGS LIMITED and MANDRA SILICON LIMITED and GCL SILICON TECHNOLOGY HOLDINGS INC. Dated as of July 18, 2008Share Purchase Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • New York
PAYING AND CONVERSION AGENCY AGREEMENT Tranche A U.S.$20,000,000 Floating Rate Secured Bonds due 2009 Tranche B U.S.$40,000,000 Floating Rate Secured Convertible Bonds due 2009 10 SEPTEMBER 2007 ASIA SILICON TECHNOLOGY HOLDINGS INC. as Issuer DEUTSCHE...Paying and Conversion Agency Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
Any notice or demand sent by post as provided in this Clause shall be deemed (unless any relevant part of the postal service is affected by industrial action) to have been given, made or served three days (in the case of inland post) or seven days (in the case of overseas post) after despatch and any notice sent by fax as provided in this Clause shall be deemed to have been given, made or served 24 hours after despatch and receipt of confirmation of error-free transmission (if received during business hours and, if not, on the next business day in the place of receipt). Subject thereto, neither the non-receipt of, nor the time of receiving, any such confirmation of a notice given by fax as is referred to above shall invalidate or affect such notice or the time at which it is deemed as provided above to have been given.
SINO-FOREIGN JOINT VENTURE CONTRACT by and between SUN FAR EAST LIMITED and ZIBO BAO KAI TRADING CO., LTD. for establishing TAIXING ZHONGNENG FAR EAST SILICON CO., LTD.Joint Venture Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
This Sino-Foreign Joint Venture Contract (hereinafter referred to as the “Contract”) is made and entered into by and between Sun Far East Limited, a limited liability company duly established and legally existing in accordance with the Hong Kong laws (hereinafter referred to “Party A” or “Foreign Party” or “Foreign Party in Joint Venture”), and Zibo Bao Kai Trading Co., Ltd., a limited liability company duly established and legally existing in accordance with the PRC laws (hereinafter referred to “Party B”), as of the 11th day of January, 2008 in Xuzhou, China in accordance with the Sino-Foreign Joint Venture Laws of the People’s Republic of China, the Implementation Rules for the Sino-Foreign Joint Venture Laws of the People’s Republic of China, other laws and regulations in relation to the investment made by foreigners and the local rules and regulations stipulated by Taixing municipal government of Jiangsu province based on the principle of equality, mutual benefit, risks sharing an
INVESTORS’ RIGHTS AGREEMENT dated August 29,2007 by and among Asia Silicon Technology Holdings Inc. Happy Genius Holdings Limited and TB Silicon Ltd. and Benchmark Europe III, L.P. (as nominee for Benchmark Europe III, L.P., Benchmark Europe Founders’...Investors’ Rights Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • Hong Kong
SECURITY AGREEMENT relating to Tranche A U.S.$20,000,000 Floating Rate Secured Bonds due 2009 Tranche B U.S.$40,000,000 Floating Rate Secured Convertible Bonds due 2009 Between ASIA SILICON TECHNOLOGY HOLDINGS INC. and DB TRUSTEES (HONG KONG) LIMITEDSecurity Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
Agency AgreementAgency Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
Shanghai Creative Energy Company Limited (“Party A”) entrusted by Jiangsu Zhongneng Photovoltaic Industry Development Co., Ltd. ( “Party B”) to act as an agent for the foreign trade business of Party B. In order to set out clearly the rights and obligations of the parties respectively, and adhering to the principles of equality and mutual benefit and through friendly consultation, the parties hereby enter into this Agent Agreement (the “Contract”)
AMENDED INVESTORS’ FLIGHTS AGREEMENT dated September 7, 2007 by and among Asia Silicon Technology Holdings Inc. Happy Genius Holdings Limited and TR Silicon Ltd. and Benchmark Europe III, L.P. (as nominee for Benchmark Europe III, L.P., Benchmark...Investors’ Flights Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • Hong Kong
Entrusted Loan Trust Agreement Principal: Taicang Harbour Golden Concord Electric-Power Generation Co., Ltd. Agent: Bank of Jiangsu, Xuanwu Branch Bank of Jiangsu, Xuanwu BranchEntrusted Loan Trust Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
Upon the application of the Principal, the Principal will entrust its freely disposable and legally obtained capital to the Agent for it to extend an entrusted loan (the “Entrusted Loan”) to the Borrower appointed by the Principal with the risk to be borne by the Principal, and the Agent agrees to be the agent bank. The following agreement (the “Agreement”) is therefore entered into by the Parties upon mutual agreement through consultation.
Consultancy AgreementConsultancy Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
On the basis of true and full expression of the intentions by the parties to this Consulting Agreement (the “Contract”) respectively, in accordance with the Contract Law of the People’s Republic of China and through equal consultation, and in consideration of the contents of the technical consultation, working conditions, payment, standards of inspection for acceptance, risks and liabilities and relevant technical and legal issues as described in the Contract, the parties hereby agree as follows which shall be strictly taken to by the parties:
SECURITY AGREEMENT relating to Tranche A U.S.$20,000,000 Floating Rate Secured Bonds due 2009 Tranche B U.S.$40,000,000 Floating Rate Secured Convertible Bonds due 2009 Between ASIA SILICON TECHNOLOGY HOLDINGS LIMITED and DB TRUSTEES (HONG KONG)...Security Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • Hong Kong
SHARE PURCHASE AGREEMENT by and among GUOTAI ENERGY INVESTMENT LTD. XUZHOU SUYUAN GROUP LTD. SUYUAN GROUP LTD. BEIJING ZHONGNENG RENEWABLE ENERGY INVESTMENT LTD. as Transferors and ASIA SILICON TECHNOLOGY HOLDINGS INC. LIANYUNGANG SUYUAN GROUP LTD. as...Share Purchase Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
shall be referred to as “Transferred Shares” hereinafter. Any and all considerations paid by respective Transferees to Transferors for the purchase of the Transferred Shares according to this Agreement shall be referred to as “Transfer Price” hereinafter.
PREFERRED SHARE RIGHTS AGREEMENT dated August 29, 2007 by and among Asia Silicon Technology Holdings Inc. Happy Genius Holdings Limited and TB Silicon Ltd. and Benchmark Europe III, L.P. (as nominee for Benchmark Europe III, L.P., Benchmark Europe...Preferred Share Rights Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • Hong Kong
EMPLOYMENT CONTRACTEmployment Contract • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
In order to protect the legitimate rights and interests of the employer and employees, this Contract is executed by and between Party A and Party B in accordance with the Labor Law of the People’s Republic of China and relevant laws, regulations and policies of China and of local government of the employer on the basis of equality, willingness and consentience and shall be binding upon both parties.
Office Leasing AgreementOffice Leasing Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
Land Lord: Shanghai Yueyuan Machinery Equipment Limited Co. (Party A) Tenant: Jiangsu Zhongneng Photovoltaic Industry Development Co., Ltd. Shanghai Branch (Party B)
AGREEMENT OF PLEDGE OVER SHARES IN JIANGSU ZHONGNENG PHOTOVOLTAIC INDUSTRY DEVELOPMENT CO., LTD. (NOW “JIANGSU ZHONGNENG POLYSILICON TECHNOLOGY DEVELOPMENT CO., LTD”) Dated: September, 10, 2007 ASIA SILICON TECHNOLOGY HOLDINGS LIMITED (as the...Pledge Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • England
GCL SILICON TECHNOLOGY HOLDINGS INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT June 5, 2008Registration Rights Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of June 5, 2008, by and among (i) GCL Silicon Technology Holdings Inc., an exempted company incorporated and validly existing with limited liability under the laws of the Cayman Islands (the “Company”), (ii) Deutsche Bank AG (“Deutsche Bank”), Credit Suisse International (“Credit Suisse”), Asia Debt Management Hong Kong Limited for and on behalf of ADM Galleus Fund Limited (“ABM”) and RCG Asia Opportunity Fund, Ltd (“Ramius”), and (iii) any other Persons who shall later become signatories to this Agreement (the “Subsequent Shareholders”) (each a “Party” and together, the “Parties”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
THIS SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of June 6, 2007, was entered into at Lianyungang City, Jiangsu Province, by and among the following parties:
Supplementary Agreement I to the Share Transfer AgreementSupplementary Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
Party A: Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. (Formerly known as Jiangsu Zhongneng Photovoltaic Technology Development Co., Ltd.)
SUBSCRIPTION AGREEMENT ASIA SILICON TECHNOLOGY HOLDINGS INC. Tranche A U.S.$20,000,000 Floating Rate Secured Bonds due 2009 Tranche B U.S.$40,000,000 Floating Rate Secured Convertible Bonds due 2009Subscription Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc. • Hong Kong
The Issuer and the Manager wish to record the arrangements agreed among them in relation to an issue of Tranche A U.S.$20,000,000 Floating Rate Secured Bonds due 2009 of the Issuer (the Tranche A Bonds) and Tranche B U.S.$40,000,000 Floating Rate Secured Convertible Bonds due 2009 of the Issuer (the Tranche B Bonds, and together with the Tranche A Bonds, the Bonds, which expression where the context so admits shall include the Global Certificates (as defined below) to be delivered in respect of them). The definitive Bonds, if required to be issued, will be in registered form in denominations of U.S.$100,000 each and integral multiples of U.S.$1,000 in excess thereof. Each Tranche B Bond will be convertible, subject as provided in the Terms and Conditions of the Tranche B Bonds (the Tranche B Terms and Conditions) and upon the occurrence of a Complying IPO (as defined in the Tranche B Terms and Conditions), into fully paid ordinary shares of the Issuer (the Shares) in accordance with th
Entrusted Loan Facility Agreement Borrower: Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. Lender: Bank of Jiangsu, Xuanwu Branch Bank of Jiangsu, Xuanwu BranchEntrusted Loan Facility Agreement • July 21st, 2008 • GCL Silicon Technology Holdings Inc.
The Lender accepts the entrustment of Taicang Harbour Golden Concord Electric-Power Generation Co., Ltd. (the “Principal”), and enters into this agreement (the “Agreement”) with the Borrower upon mutual agreement through consultation.
