English Translation of Purchase Contract



 Exhibit 10.32 
 English Translation 
 PURCHASE CONTRACT 
 No: PUR1-0709-247 
 Place: Wuxi 
 Party A: Wuxi Suntech Power Co., Ltd 
 Address: No. 17-6 Chang Jiang South
Road, High-tech Development Zone, Wuxi, Jiangsu, China 
 Legal representative: Shi Zheng Rong 
 Party B: Zhejiang Yuhui Energy Source Co., Ltd. 
 Address: No. 8, Baoqun Road, Yaozhuang Town Industrial Park, Jiashan
County, Zhejiang Province 
 Legal representative: Li Xian Shou 
 As the requirement of business development, Party A intends to purchase from Party B solar energy monocrystalline silicon wafers and multicrystalline silicon wafers (“Product”). After friendly negotiation, both of the parties have
come to following agreement regarding the procurement and other relevant aspects of the Product: 
 Article 1 Supply of Product 
 According to related provisions stipulated in this contract, Party A and Party B have reached an agreement that during the period from year of 2008 to 2011
(“Period”) Party A shall purchase from Party B, and Part B shall supply to Party A with the Product as per the price, quantity and quality criterion stipulated in this contract. During the Period, Party A will issue its purchase orders
(“Order”) to Party B to confirm trade condition in terms of price, quantity, and payment for each of the orders. 
 Article 2 Price of Product

 During the period from January to December in year of 2008 
 Party B will supply Party A with the quasi-square Product with 200μm in thickness, 150mm in diameter, and 125×125mm in height × width. The average price will be exercised at RMB 48.50 per piece (including tax).

 Party B will supply Party A with the quasi-square Product with 200μm in thickness, 165mm in diameter, and 125×125mm in height × width.
The average price will be exercised at RMB 50.50 per piece (including tax). 
 Party B will supply Party A with the quasi-square Product with over
210μm in thickness, and 156×156mm in height × width. The average price will be exercised at RMB 79.00 per piece (including tax). 
  

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 Of which: 
 The price of the
quasi-square Product with 165mm in diameter, and 125×125mm in height × width will be exercised as per the quarter declining method below: 
 From
January to March: RMB52.00 per piece 
 From April to June: RMB51.00 per piece 
 From July to September: RMB50.00 per piece 
 From October 2008 to December 2008: RMB49.00 per piece 
 However during the periods above, if the quasi-square Product with 150mm in diameter, and 125×125mm in height × width shall be chosen as the product to be
delivered, and the price above, divided by 1.042, shall decrease accordingly. If fluctuation of the market price exceeds ±5% of exercisable price in this contract, both of the parties should be entitled to regulate the price, and negotiate
with each other about the new price friendly in written form 
 The price and advance payment terms to be executed during the period from year 2009 to 2011
should be reviewed by both of the parties friendly at the previous year end. 
 Article 3 Quantity of Product to Be Supplied 
 During the period from January to December of 2008, the Product to be supplied by Party B to Party A should be not less than 60MW, of which: 

The quantity of quasi-square Product with 125×125mm in height × width to be supplied should be not less than 30MW, amounting to
12.8 million pieces of wafers, with no less than 1.06 million pieces of wafers per month and no less than 240,000 pieces of wafers per week. 
 The quantity of quasi-square Product with 156×156mm in height × width to be supplied should be not less than 30MW, amounting to 8.22 million pieces of wafers, with no less than 680,000 pieces of
wafers per month and no less than 155,000 pieces of wafers per week. 
 In the year of 2009, the Product to be supplied by Party B to Party A
should be not less than 100MW. 
 In the year of 2010, the Product to be supplied by Party B to Party A should be not less than 150MW.

 In the year of 2011, the Product to be supplied by Party B to Party A should be not less than 200MW. 
 Article 4 Terms of Payment 
 The total contract value for the year of
2008 values at RMB 1,295,780,000.00 (Say One Thousand Two Hundred Ninety Five million and Seven Hundred Eighty Thousand RMB Only) 
 Party A shall pre-pay RMB300,000,000 (Say Three Hundred million RMB Only) to Party B by
25th Dec 2007 to guarantee the contract valid, otherwise Party B shall be entitled to cancel the contract. The amount of prepayment shall be
acceptable to be paid by partials, one-third of 

  

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which (Say One Hundred million RMB) to be paid by 25th
Oct 2007, a further one-third by 25th Nov 2007, and the remainder by 25th Dec 2007. 92.3% of the payment for the Product shall get paid upon delivery, and the remainder 7.7% shall be deducted from the prepayment .Refund shall be made for any overpayment, or a supplemental payment for any
deficiency. Within a week commencing on the day of receipt of the Product, Party A shall pay Party B for qualified product after inspection, then Party B shall issue VAT invoice in full accordingly in that current month. 
 Article 5 Quality Criterion of Product 
 Party B shall supply Party A
with the Product in accordance with Attachment 1: Related regulations on Technical Standard for Solar Energy Silicon Wafer. 
 Article 6
Transportation and Packing Requirement 
 Party A shall take the responsibility for arranging to pick up the Product and to pay freight and insurance
costs and so on. However, when packing, it must be properly treated and in line with requirements on Technical Standard for Solar Energy Silicon Wafer. 
 Article 7 Procedure of Purchase 
 Both parties shall process based on the purchase orders with price, quantity, terms of delivery and so on
specified in each of the orders. 
 Party A shall issue its purchase orders to Party B at least thirty (30) days before the delivery date to be
required, and Party B shall send back the purchase order signed and stamped to Party A with two (2) days commencing on the day of receipt of it, otherwise the orders will be invalid. The purchase orders signed and stamped by Party B and sent
back to Part A will be the final ruling. If any of the parties, after the orders signed and stamped by Party B and sent back to Party A, intends to change the quantity to be supplied and/or delivery time, such party should notify the other party of
the change at least five (5) days before delivery time and shall solicit in advance the permission of the other party, otherwise such party must undertake corresponding legal responsibility. 
 Article 8 Acceptance 
 Acceptance check shall be carried out within
five (5) days commencing on the day of receipt of the Product supplied by Party B. If there is any objection to the quantity of Product after acceptance check, Party A shall keep the Party B informed of this in written form within seven
(7) days commencing on the day of receipt of the Product; If there is any objection to the quality of Product after acceptance check, Party A shall keep the Party B informed of this in written form within thirty (30) days commencing on the
day of receipt of the Product. Upon the receipt of the objection in written form from Party A and such objection confirmed by Party B within the subsequent five (5) days, Party B shall supply Party A with qualified replacement in same quantity
and undertake any loss caused by breach of stipulated duty. The quality control of the Product shall be pursuant to the provisions agreed upon by both of the parties. 
 Article 9 Represent, Warrant or Guarantee 
 Both of the parties do represent, warrant and guarantee, and do confirm to
each other that the contract is signed based on representations, warranties and guarantees hereunder: 
  

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 Both of the parties are duly incorporated and validly existing under the laws of the PRC and are in compliance with all
conditions required to maintain its status as an enterprise legal person under the laws, and has obtained all consents, approvals and authorizations necessary for the valid execution of this contract from their respective internal authority
committees; 
 Both of the parties have the capability of rights and behavior of signing this contract. Upon execution, this Contract shall constitute the
legal, valid and binding obligation of both of the parties. 
 Both of the parties declare that currently there have not existed such issues as having
significantly negative impact on their respective operations, revocation of the business license or forcible execution by law by related department or court, which may have impact on the performance of this contract. They have reached an agreement
that once the above issues occur, party in such issues should notify the other party within the subsequent two (2) days. 
 Article 10 Liabilities
for Breach of Contract 
 Basic principles of liabilities for breach of contract 
 If any of the parties breach the contract, the party in breach shall undertake corresponding liabilities for the breach of the contract, and shall be liable for economic loss caused to the other party. 
 Party A in breach 
 If the following breach behaviors exist, Party B
shall get paid a breach penalty stipulated hereunder. If Party B terminates the contract unilaterally as per the stipulations hereunder, Party A should pay Party B a breach penalty of RMB 8,000,000. In case the breach
penalty is not sufficient to cover the loss suffered by Party B, Party A should pay additional compensation to the other party. 
  ̈. If Party A delays in payment for the Product, Party B shall get paid a reach penalty of 5% of such amount of payment that are not
paid timely as scheduled; Party B shall be entitled to cancel this contract unilaterally if the reach penalty is over RMB4,000,000. 
  ̈. If Party A fails to perform its commitment stipulated in Clause 9 of this contract to disclose such status that have generated a great impact on its operation and(or) performance of this contract, Party B shall be
entitled to cancel this contract unilaterally. 
 Party B in breach 
 If the following breach behaviors exist, Party A shall get paid a breach penalty stipulated hereunder. If Party A terminates the contract unilaterally as per the stipulations hereunder, Party B should pay Party A a
breach penalty of RMB 8,000,000. In case the breach penalty is not sufficient to cover the loss suffered by Party A, Party
B should pay additional compensation to the other party. 
  ̈. If Party B delays
in delivery of the Product, Party A shall get paid a reach penalty of 5% of value of such products that are not delivered as scheduled; Party A shall be entitled to cancel this contract unilaterally if the reach penalty is over RMB4,000,000.

  

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  ̈. If Party B fails to perform its commitment stipulated in Clause 9 of this contract
to disclose such status that have generated a great impact on its operation and(or) performance of this contract, Party A shall be entitled to cancel this contract unilaterally. 
 Article 11 Force Majeure 
 Neither party will be liable for, or will be considered to be in breach of or default under
this contract on account of, any delay or failure to perform as required by this contract as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of
commercially reasonable diligence. If any force majeure event occurs, the affected party will use commercially reasonable efforts to minimize the impact of the event. 
 The prevented party shall notify the other party in written form without any delay, and within fifteen (15) days thereafter provide the detailed information of the events and a valid document for evidence issued
by the relevant public notary organization for explaining the reason of its inability to execute or delay the execution of all or part of the contract. 
 Article 12 Confidentiality 
 12.1. Both of the parties will keep strictly confidential of the following information hereunder contained in
this contract: 
 12.1.1 Business relationship; 
 12.1.2 Articles
and negotiations; 
 12.1.3 Object and quantity; 
 12.1.4 All
the related commercial and technical information when both parties perform the contract; 
 However, disclosure under this Article 12.2 shall be exclusions.

 12.2 Only under the following situations, both of the parties will be entitled to disclose the information described in Article 12.1.1: 
 12.2.1 Mandatorily required by law or any government authorities applicable 
 12.2.2 Mandatorily required by any governing government authorities and (or) supervision commission; 
 12.2.3 To disclose to any of such
professional consultant or lawyer if required on the condition that they undertake to keep confidentiality of such disclosure 
 12.2.4 Information available
to public domain under no fault of any of the parties; 
 12.2.5 Prior written consent of both of the parties. 
 12.3. This article shall continue to apply and not be bounded by time after termination of this contract. 
  

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 Article 13 Applicable Governing Law and Dispute Resolution 
 13.1 The conclusion, validity, interpretation and enforcement of this Contract and any dispute arising out of this Contract shall be governed by the law of People’s
Republic of China. 
 13.2 All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no
settlement can be reached, the either party can file an action in the people’s court of competent jurisdiction at the either party’s residence. 
 Article 14 Miscellaneous 
 14.1 The agreement takes effect since it has been signed by both of the parties. 
 14.2 The either party should expressly indicate not to renew the agreement by giving a written notice no less than 30 days before the agreement expiration, otherwise,
the period of agreement shall automatically extend for one year from the expiration date. 
 14.3 The attached Technical Standard for Solar-grade silicon
wafer is considered to be a component part of this agreement 
 14.4 Any order signed by the two parties pursuant to this agreement is a component part
of this agreement. The fax copy of the order shall be considered valid. 
 14.5. Any amendment to this Contract shall be negotiated by both of the parties
and be made out in written form. 
 14.6 The Contract is made in duplicate and each party keeps one copy. The two copies of the contract have the same legal
force. 
 (No Text Below, Signature pages to follow) 
  

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	SIGNED by
	
	Party A: Wuxi Suntech Power Co., Ltd.
	
	 /s/

	Legal Representative or Authorized Representative
	Date:
	
	Party B: Zhejiang Yuhui Solar Energy Source CO., LTD.
	
	 /s/

	Legal Representative or Authorized Representative
	Date: September 30, 2007
	
	

  

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