Exhibit 4.4


 


EXECUTION VERSION


 


TRONY SOLAR HOLDINGS COMPANY LIMITED,


 


 


LI YI (李毅),


 


 


EACH
OF THE ORDINARY HOLDERS IDENTIFIED ON SCHEDULE 1


 


 


and


 


 


EACH
OF THE INVESTORS IDENTIFIED ON SCHEDULE 2


 


 






 


INVESTORS’
RIGHTS AGREEMENT


 






 


 


September 26, 2008


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Registration Rights

  	
  2

  
	
   

  	
  1.1

  	
  Definitions

  	
  2

  
	
   

  	
  1.2

  	
  Request for
  Registration

  	
  4

  
	
   

  	
  1.3

  	
  Company Registration

  	
  6

  
	
   

  	
  1.4

  	
  F-3 Registration

  	
  7

  
	
   

  	
  1.5

  	
  Obligations of the
  Company

  	
  7

  
	
   

  	
  1.6

  	
  Furnish Information

  	
  9

  
	
   

  	
  1.7

  	
  Expenses of
  Registration

  	
  10

  
	
   

  	
  1.8

  	
  Underwriting
  Requirements

  	
  10

  
	
   

  	
  1.9

  	
  Delay of Registration

  	
  11

  
	
   

  	
  1.10

  	
  Indemnification

  	
  11

  
	
   

  	
  1.11

  	
  Reports Under the
  Exchange Act

  	
  13

  
	
   

  	
  1.12

  	
  [Reserved]

  	
  13

  
	
   

  	
  1.13

  	
  Limitations on
  Subsequent Registration Rights

  	
  14

  
	
   

  	
  1.14

  	
  Exercise or Conversion

  	
  14

  
	
   

  	
  1.15

  	
  Termination of
  Registration Rights

  	
  14

  
	
  2.

  	
  Information and
  Inspection Rights

  	
  14

  
	
   

  	
  2.1

  	
  Financial Statements

  	
  14

  
	
   

  	
  2.2

  	
  Inspection

  	
  15

  
	
   

  	
  2.3

  	
  Copies of Reports and
  Agreements

  	
  15

  
	
  3.

  	
  Preemptive Right

  	
  15

  
	
  4.

  	
  Right of First Refusal
  and Co-Sale Rights; Prohibited Transfers; Permitted Transferees; Legended
  Certificates

  	
  17

  
	
   

  	
  4.1

  	
  Right of First Refusal

  	
  17

  
	
   

  	
  4.2

  	
  Co-Sale Right

  	
  18

  
	
   

  	
  4.3

  	
  Prohibited Transfers

  	
  19

  
	
   

  	
  4.4

  	
  Permitted Transferees

  	
  20

  
	
  5.

  	
  Board of Directors;
  Observation Rights

  	
  20

  
	
   

  	
  5.1

  	
  Election of Directors

  	
  20

  
	
   

  	
  5.2

  	
  Appointment of
  Directors

  	
  21

  
	
   

  	
  5.3

  	
  Removal of Directors

  	
  21

  
	
   

  	
  5.4

  	
  Alternate Series A
  Director

  	
  21

  
	
   

  	
  5.5

  	
  Change in Number of
  Directors

  	
  21

  
	
   

  	
  5.6

  	
  Board Meetings

  	
  21

  



 


i

















 


TABLE OF CONTENTS


(Continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.7

  	
  Legended Certificates

  	
  21

  
	
   

  	
  5.8

  	
  Specific Enforcement

  	
  22

  
	
   

  	
  5.9

  	
  Board Observation
  Rights

  	
  22

  
	
   

  	
  5.10

  	
  Board of Directors of
  Group Companies (Other Than the Company)

  	
  23

  
	
   

  	
  5.11

  	
  Officers of PRC
  On-Shore Company

  	
  23

  
	
  6.

  	
  Reserved Matters

  	
  23

  
	
  7.

  	
  Covenants

  	
  25

  
	
   

  	
  7.1

  	
  First Right to Act as
  Lead Underwriter

  	
  25

  
	
   

  	
  7.2

  	
  Cooperation Agreement

  	
  25

  
	
   

  	
  7.3

  	
  Indebtedness for
  Borrowed Money

  	
  25

  
	
   

  	
  7.4

  	
  Control of Subsidiaries

  	
  25

  
	
   

  	
  7.5

  	
  United States Tax
  Matters

  	
  26

  
	
   

  	
  7.6

  	
  Non-disclosure and
  Press Releases

  	
  27

  
	
  8.

  	
  Miscellaneous

  	
  28

  
	
   

  	
  8.1

  	
  Termination

  	
  28

  
	
   

  	
  8.2

  	
  Entire Agreement

  	
  28

  
	
   

  	
  8.3

  	
  Successors and Assigns

  	
  28

  
	
   

  	
  8.4

  	
  Amendments and Waivers

  	
  29

  
	
   

  	
  8.5

  	
  Notices

  	
  29

  
	
   

  	
  8.6

  	
  Severability

  	
  31

  
	
   

  	
  8.7

  	
  Governing Law

  	
  31

  
	
   

  	
  8.8

  	
  Aggregation of Shares

  	
  31

  
	
   

  	
  8.9

  	
  Dispute Resolution

  	
  31

  
	
   

  	
  8.10

  	
  Confidential
  Information

  	
  32

  
	
   

  	
  8.11

  	
  Most Favorable Terms

  	
  32

  
	
   

  	
  8.12

  	
  No Partnership, Agency
  or Trust

  	
  32

  
	
   

  	
  8.13

  	
  Titles and Subtitles

  	
  32

  
	
   

  	
  8.14

  	
  Counterparts

  	
  32

  



 


	
  SCHEDULE
  1

  	
   

  	
  SCHEDULE
  OF ORDINARY HOLDERS

  
	
  SCHEDULE
  2

  	
   

  	
  SCHEDULE
  OF SERIES A SHAREHOLDERS

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  A

  	
   

  	
  PFIC
  ANNUAL INFORMATION STATEMENT

  



 


ii

















 


TRONY SOLAR
HOLDINGS COMPANY LIMITED


 


INVESTORS’
RIGHTS AGREEMENT


 


THIS
INVESTORS’ RIGHTS AGREEMENT (this “Agreement”)
is made and entered into as of September 26, 2008, by and among Trony Solar Holdings Co. Ltd., a limited liability
company organized under the laws of the Cayman Islands (the “Company”), (ii) Li Yi (李毅) (the “Founder”), (iii) each
of holders of the Ordinary Shares of the Company, as identified on Schedule
1 attached hereto (collectively, the “Ordinary Holders” and each an “Ordinary
Holder”), and (iv) each of the holders of the Series A Preferred
Shares of the Company, as identified on Schedule 2 attached hereto
(collectively, the “Investors” and each an “Investor”).


 


RECITAL


 


A.            The
Company, the Founder, the Investors and the other parties identified therein
have entered into the Series A Preferred Share Purchase Agreement dated September 25,
2008 (the “Purchase Agreement”), pursuant to which the Company has
agreed to sell to the Investors, and the Investors have agreed to purchase, an
aggregate of 6,027,191 Series A Preferred Shares of par value of US$0.0001
per share (the “Series A Preferred Shares”) pursuant to the terms
and conditions contained therein. 
Capitalized terms used but not otherwise defined herein shall have the
meaning set forth in the Purchase Agreement.


 


B.            The
respective obligations under the Purchase Agreement is conditioned upon the
execution and delivery by the Parties of this Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual promises, covenants and agreements of the
Parties contained herein, the Parties agree as follows:


 


AGREEMENT


 


1.             Registration Rights.  The Company and the Investors covenant and
agree to the registration rights set forth in this Section 1, the terms of
which are drafted primarily in contemplation of an offering of securities in
the United States of America.  The
parties recognize, however, the possibility that securities may be qualified or
registered in a jurisdiction other than the United States of America where
registration rights have significance. 
Therefore, for purposes of this Agreement, reference to registration of
securities under the Securities Act and the Exchange Act shall be deemed to
refer to the equivalent registration in a jurisdiction other than the United
States as, if and to the extent applicable, it being understood and agreed that
in each such case all references in this Agreement to the Securities Act, the
Exchange Act and rules, forms of registration statements and registration of
securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the
equivalent statutes, rules, forms of registration statements, registration of
securities and laws of and equivalent government authority in the applicable
non-U.S. jurisdiction.


 


1.1          Definitions.   Unless otherwise noted, for purposes of this
Agreement:


 


(a)           The term “Code” means the U.S. Internal Revenue
Code of 1986, as amended;


 


2

















 


(b)           The term “Exchange Act” means the United States
Securities Exchange Act of 1934, as amended (and any successor laws and
regulations thereto) and the rules and regulations promulgated thereunder,
all as from time to time in effect;


 


(c)           The term “Form F-3”
means such form under the Securities Act as in effect on the date
hereof or any successor form under the Securities Act that permits significant
incorporation by reference of a registrant’s prior public filings under the
Exchange Act;


 


(d)           The term “Holder” means any holder of outstanding
Registrable Securities or any assignee thereof in accordance with Section 1.12
of this Agreement;


 


(e)           The term “Indebtedness” means, at any time, with
respect to any Group Company, without duplication:  (a) its liabilities for borrowed money
(including money borrowed from directors, shareholders, related parties or
Affiliates); (b) its liabilities for the deferred purchase price of
property acquired by such Person to the extent required under IFRS to be
recorded as debt (excluding accounts payable arising in the ordinary course of
business but including, without limitation, all liabilities created or arising
under any conditional sale or other title retention agreement with respect to
any such property); (c) obligations under capital leases; (d) all
liabilities for borrowed money secured by any Lien with respect to any property
owned by such Person (whether or not it has assumed or otherwise become liable
for such liabilities) including without limitation any liability under any
interest rate swap, currency swap or any other type of derivative transactions
or contingent payment transactions; and (e) any guarantee of such Person
with respect to liabilities of a type described in any of clauses (a) through
(d) hereof; for the avoidance of doubt, the term “Indebtedness” shall
exclude the Series A Preferred Shares and any preferred shares issued
subsequent to the issuance of the Series A Preferred Shares to the extent
that they are treated as debt for accounting purposes;


 


(f)            The term “Person” has the meaning given to such
term in the Purchase Agreement;


 


(g)           The term “Qualified IPO” means the closing of the
Company’s first sale of its Shares in a firm commitment underwritten initial
public offering that results in such securities being listed or registered on a
Qualified Exchange, the public
offering price of which values the Company for not less than US$1,000,000,000
(or an equivalent amount thereof in another currency) immediately following
such public offering and which results in aggregate cash proceeds to the
Company of not less than US$200,000,000 (or an equivalent amount thereof in
another currency) (before deduction of underwriting discounts, commissions and
expenses); “Qualified Exchange” means any of (i) the New York Stock
Exchange, (ii) the Nasdaq Global Market System, (iii) the Main Board
of the Hong Kong Stock Exchange, or (iv) with the consent of the Investors
holding in the aggregate not less than two-thirds of the then issued and
outstanding Series A Preferred Shares, any other
internationally-recognized stock exchange;


 


(h)           The terms “register,” “registered,” and “registration”
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such registration statement or
document;


 


3

















 


(i)            The term “Registrable Securities” means (i) any
and all Shares issuable or issued upon conversion of the Series A
Preferred Shares, other than shares for which registration rights have
terminated pursuant to Section 1.15 hereof, and (ii) any other Shares
of the Company issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, the
shares listed in clause (i); provided, however, that the
foregoing definition shall exclude in all cases any Registrable Securities sold
by a person in a transaction in which his or her rights under this Agreement
are not assigned in accordance with Section 1.12.  Notwithstanding the foregoing, the Shares or
other securities shall only be treated as Registrable Securities if and so long
as (A) they have not been sold to or through a broker or dealer or
underwriter in a public distribution or a public securities transaction, (B) they
have not been and may not be sold in a transaction exempt from the registration
and prospectus delivery requirements of the Securities Act under Section 4(1) thereof
so that all transfer restrictions, and restrictive legends with respect
thereto, if any, are removed upon the consummation of such sale, and (C) they
have not been and may not be distributed to the public pursuant to Rule 144
(or any successor provision then in effect) under the Securities Act in any
three (3) month period;


 


(j)            The number of shares of “Registrable Securities then
outstanding” shall be the aggregate number of Shares outstanding which are
Registrable Securities and Shares issuable pursuant to then exercisable or
convertible securities which are Registrable Securities;


 


(k)           The term “SEC” means the United States Securities
and Exchange Commission;


 


(l)            The term “Securities Act” means the United States
Securities Act of 1933, as amended (and any successor laws and regulations
thereto) and the rules and regulations promulgated thereunder, all as from
to time in effect;


 


(m)          The term “Shares” or “Ordinary Shares” means
ordinary shares of par value of US$0.0001 per share of the Company;


 


(n)           The term “Trony Materials” means Shenzhen Trony
Solar Energy Construction Material Co., Ltd. (深圳市创益太阳能建材有限公司).


 


(o)           The term “US GAAP” means the generally accepted
accounting principals of the United States; and


 


(p)           The term “US Person” means a “United States Person”
as defined in Section 7701(a)(30) of the Code.


 


1.2          Request for Registration.


 


(a)           If the Company shall receive, at any
time after the 6-month anniversary of the Qualified IPO, a written request from
the Holders of at least fifty percent (50%) of the Registrable Securities then
outstanding that the Company file a registration statement under the Securities
Act for at least twenty percent (20%) of the Registrable Securities then
outstanding (or a lesser percentage if the anticipated aggregate offering
price, net of underwriting discounts and commissions, would exceed US$20 million, then the 


 


4

















 


Company
shall, within ten (10) calendar days of the receipt thereof, give written
notice of such request to all other Holders and shall, subject to the
limitations herein, file as soon as practicable a registration statement under
the Securities Act covering all Registrable Securities which the Holders request
to be registered within twenty (20) calendar days of the delivery of such
notice by the Company.


 


(b)           If the Holders initiating the
registration request hereunder (“Initiating Holders”) intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, they shall so advise the Company as a part of their request made
pursuant to this Section 1.2 and the Company shall include such
information in the written notice referred to in subsection 1.2(a).  Subject to Section 7.1 hereof, the
underwriter shall be selected by the Company and shall be reasonably acceptable
to the Initiating Holders holding at least a
majority of the Registrable Securities then held by them.  In such event, the
right of any Holder to include its Registrable Securities in such registration
shall be conditioned upon such Holder’s participation in such underwriting and
the inclusion of such Holder’s Registrable Securities in the underwriting to
the extent provided therein.  All Holders
proposing to distribute their Registrable Securities through such underwriting
shall (together with the Company as provided in subsection 1.5(e)) enter
into an underwriting agreement in substance and form satisfactory to the
underwriter or underwriters selected for such underwriting.  Notwithstanding any other provision of this Section 1.2,
if the underwriter advises the Initiating Holders and the Company in writing
that market conditions require a limitation of the number of shares to be
underwritten in the proposed offering, the Company and the Initiating Holders
shall so advise all Holders of Registrable Securities which would otherwise be
underwritten pursuant hereto of such limitation, and the number of shares of
Registrable Securities that may be included in such underwriting shall be
reduced accordingly and be allocated among all participating Holders, including
the Initiating Holders, in proportion (as nearly as practicable) to the amount
of Registrable Securities owned by each participating Holder immediately prior
to such underwriting; provided, however, that the number of
shares of Registrable Securities to be included in such underwriting shall not
be reduced unless all other securities other than the Registrable Securities
are first entirely excluded from the underwriting.


 


(c)           Notwithstanding the foregoing, if the
Company shall furnish to Holders requesting a registration statement pursuant
to this Section 1.2, a certificate signed by the Chief Executive Officer
of the Company stating that in the good faith judgment of the Board of
Directors of the Company (“Board of Directors”), it would be materially
detrimental to the Company and its shareholders for such registration statement
to be filed, the Company shall have the right to defer such filing for a period
of not more than ninety (90) calendar days after receipt of the request of the
Initiating Holders; provided, however, that the Company may
not utilize this right more than once in any 6-month period; provided further that during such ninety
(90) calendar day period, the Company shall not file any registration
statement pertaining to the public offering of any securities of the Company.


 


(d)           In addition, the Company shall not be
obligated to effect, or to take any action to effect, any registration pursuant
to this Section 1.2:


 


(i)            After the Company has effected
two (2) registrations
pursuant to this Section 1.2 and such registrations have been declared or
ordered effective;


 


(ii)           During the period starting with the
date ninety (90) calendar days prior to the Company’s good faith estimate
of the date of filing of, and ending 


 


5

















 


on
a date one hundred eighty (180) calendar days after the effective date of,
a registration subject to Section 1.3 hereof, unless such offering is the
initial public offering of the Company’s securities, in which case, ending on a
date twelve (12) months after the effective date of such registration subject
to Section 1.3 hereof; provided that the Company is actively
employing in good faith to cause such registration statement to become
effective; or


 


(iii)          If the Initiating Holders propose to
dispose of shares of Registrable Securities that may be immediately registered
on or Form F-3
pursuant to a request made
pursuant to Section 1.4 below.


 


(e)           If the Company, officers or directors
of the Company holding Ordinary Shares other than Registrable Securities, or
holders of securities other than Registrable Securities, request inclusion of such
Ordinary Shares or other securities in the registration, the Initiating Holders
may in their discretion, on behalf of all Holders, elect to permit any or all
of the Company, such officers or directors and holders of securities other than
Registrable Securities to include their Ordinary Shares or other securities in
the underwriting and may condition such inclusion on the acceptance by those
persons of the terms of this Section 1.2.


 


(f)            In the event of any registration pursuant
to this Section 1.2, the Company shall exercise its best efforts to
register and qualify the securities covered by the registration statement under the
securities laws of any other jurisdictions as shall be reasonably appropriate
or required for the distribution of the securities, except for any particular
jurisdiction (other than the United States or any jurisdiction on which the
Registrable Securities are then being proposed to be listed) in which the
Company would be required solely as a result of such registration to execute a
general consent to service of process in effecting such registration,
qualification, or compliance, unless the Company is already subject to service
in such jurisdiction.


 


1.3          Company Registration.  If the Company proposes to register
(including for this purpose a registration effected by the Company for
shareholders other than the Holders) any of its shares under the Securities Act
in connection with the public offering of such securities solely for cash
(other than a registration relating solely to the sale of securities to
participants in a Company share option, share purchase or similar plan or a
transaction covered by Rule 145 under the Securities Act, a registration
in which the only shares being registered are Shares issuable upon conversion
of debt securities which are also being registered, or any registration on any
form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Securities), the Company shall, at such time, promptly give each
Holder written notice of such proposed registration.  Upon the written request of each Holder
given, within twenty (20) calendar days after the delivery of such notice
by the Company in accordance with Section 5.5, the Company
shall, subject to the provisions of Section 1.8, cause to be registered
under the Securities Act all of the Registrable Securities that each such
Holder has requested to be registered.  The Company shall have the right to
terminate or withdraw any registration initiated by it under this Section 1.3
prior to the effectiveness of such registration whether or not any Holder has
elected to include securities in such registration, if the underwriter advises
the Company that market conditions require a delay or termination of the
proposed offering.  For the avoidance of doubt, the fact that any
Registrable Securities are included in such proposed offering by the Company
under this Section shall not be considered or be deemed to be a request
for registration by any Investor contemplated under Section 1.2 hereof.


 


6














 


1.4          F-3 Registration.  In case the Company shall receive from any
Holder or Holders of at least fifty percent (50%) of the Registrable Securities
then outstanding a written request or requests that the Company effect a
registration on Form F-3 or any comparable
or successor form and any related qualification or compliance with
respect to all or a part of the Registrable Securities owned by such Holder or
Holders, the Company will:


 


(a)           promptly give written notice of the
proposed registration, and any related qualification or compliance, to all
other Holders; and


 


(b)           as soon as practicable effect such
registration and make all such qualifications and compliances as may be so
requested and as would permit or facilitate the sale and distribution of all or
such portion of such Holders’ Registrable Securities as are specified in such
request, together with all or such portion of the Registrable Securities of any
other Holder or Holders joining in such request as are specified in a written
request given within 15 calendar days after receipt of such written notice
from the Company; provided, however, that the Company shall
not be obligated to effect any such registration, qualification or compliance,
pursuant to this Section 1.4:  (i) if
Form F-3
is not available for such
offering by the Holders; (ii) if the Company shall furnish to the Holders
a certificate signed by the Chief Executive Officer of the Company stating that
in the good faith judgment of the Board of Directors of the Company, it would
be materially detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event
the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than ninety
(90) calendar days after receipt of the request of the Holder or Holders under
this Section 1.4; provided, however, that the Company
shall not utilize this right more than twice in any 12-month period; provided further that during such ninety (90)calendar day period,
the Company shall not file any registration statement pertaining to the public
offering of any securities of the Company; (iii) if,
within the six (6) month period preceding the date of such request,
the Company has already effected a registration other than a registration from
which the Registrable Securities of Holders have been excluded; or (iv) if
the aggregate anticipated price to the public of any Registrable Securities
which such Holders propose to sell pursuant to such registration is less than
US$20,000,000.


 


(c)           Subject to the foregoing, the Company
shall file a registration statement covering the Registrable Securities and
other securities so requested to be registered as soon as practicable after
receipt of the request or requests of the Holders.  Registrations effected pursuant to this Section 1.4
shall not be counted as requests for registration or registrations effected
pursuant to Sections 1.2 or 1.3, respectively.  The provisions of Section 1.2(b) shall
apply to a registration effected pursuant to this Section 1.4, mutatis mutandis, if the Registrable Securities are to be
distributed by means of an underwriting.


 


1.5          Obligations of the Company.  Whenever required under this Section 1
to effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:


 


(a)           Prepare and file with the SEC a
registration statement with respect to such Registrable Securities and cause
such registration statement to become effective, and, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder, keep
such registration statement effective for up to ninety (90) calendar days or
until the distribution described in such registration statement is completed,
if earlier.


 


7

















 


In
the case of any registration of Registrable Securities on Form F-3 which
are intended to be offered on a continuous or delayed basis, such ninety (90)
calendar day period shall be extended, if necessary, to keep the registration
statement effective until all such Registrable Securities are sold, provided
that Rule 415, or any successor rule under the Securities Act,
permits an offering on a continuous or delayed basis, and provided further that
applicable rules under the Securities Act governing the obligation to file
a post-effective amendment permit, in lieu of filing a post-effective amendment
that (i) includes any prospectus required by Section 10(a)(3) of
the Securities Act or (ii) reflects facts or events representing a
material or fundamental change in the information set forth in the registration
statement, the incorporation by reference of information required to be
included in (i) and (ii) above to be contained in periodic reports
filed pursuant to Section 13 or 15(d) of the Exchange Act in the
registration statement.


 


(b)           Prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement.


 


(c)           Furnish to the Holders such numbers
of copies of a prospectus, including a preliminary prospectus, in conformity
with the requirements of the Securities Act, and such other documents as they
may reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.


 


(d)           Register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the Holders, provided
that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.


 


(e)           In the event of any underwritten
public offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter of such
offering.  Each Holder participating in
such underwriting shall also enter into and perform its obligations under such
an agreement.


 


(f)            Notify each Holder of Registrable
Securities covered by such registration statement at any time when a prospectus
relating thereto is required to be delivered under the Securities Act of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing.


 


(g)           Cause all such Registrable Securities
registered pursuant hereunder to be listed on the primary securities exchange
on which similar securities issued by the Company are then listed, or in the
case of an initial public offering, cause the securities to be approved for
listing or trading on such proposed exchange..


 


(h)           Provide a transfer agent and
registrar for all Registrable Securities registered pursuant hereunder and a
CUSIP number (if applicable) for all such Registrable Securities, in each case
not later than the effective date of such registration.


 


8

















 


(i)            Furnish, at the request of any
Holder requesting registration of Registrable Securities pursuant to this Section 1,
on the date that such Registrable Securities are delivered to the underwriters
for sale in connection with a registration pursuant to this Section 1, if
such securities are being sold through underwriters, (i) an opinion, dated
such date, of the counsel representing the Company for the purposes of such
registration, in form and substance as is customarily given to underwriters in
an underwritten public offering, addressed to the underwriters and (ii) a
letter dated such date, from the independent certified public accountants of
the Company, in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public
offering, addressed to the underwriters.


 


(j)            To the extent the Company is a
well-known seasoned issuer (as defined in Rule 405 under the Securities
Act) (a “WKSI”) at the time any request for registration is submitted to
the Company in accordance with Section 1.4, if so requested and reasonably
agreed to by the Company, file an automatic shelf registration statement (as
defined in Rule 405 under the Securities Act) (an “automatic shelf
registration statement”) to effect such registration.


 


(k)           If at any time when the Company is
required to re-evaluate its WKSI status for purposes of an automatic shelf
registration statement used to effect a request for registration in accordance
with Section 1.4 (i) the Company determines that it is not a WKSI, (ii) the
registration statement is required to be kept effective in accordance with this
Agreement, and (iii) the registration rights of the applicable Holders
have not terminated, promptly amend the registration statement onto a form the
Company is then eligible to use or file a new registration statement on such
form, and keep such registration statement effective in accordance with the
requirements otherwise applicable under this Agreement.


 


(l)            If (i) a registration made
pursuant to a shelf registration statement is required to be kept effective in
accordance with this Agreement after the third anniversary of the initial
effective date of the shelf registration statement and (ii) the
registration rights of the applicable Holders have not terminated, file a new
registration statement with respect to any unsold Registrable Securities
subject to the original request for registration prior to the end of the three
year period after the initial effective date of the shelf registration
statement, and keep such registration statement effective in accordance with
the requirements otherwise applicable under this Agreement.


 


(m)          Comply with all applicable rules and
regulations of the SEC, and make available to its securities holders, as soon
as reasonably practicable, an earnings statement covering the period of at
least twelve (12) months, but not more than eighteen (18) months,
beginning with the first month after the effective date of the registration
statement, which earnings statement shall satisfy the provisions of Section 11(a) of
the Securities Act.


 


1.6          Furnish Information.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 1
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of such Holder’s
Registrable Securities.  The Company
shall have no obligation with respect to any registration requested pursuant to
Section 1.2 or Section 1.4 of this Agreement if, as a result of the
application of the preceding sentence, the number of shares or the anticipated
aggregate offering price of the Registrable Securities to be included in the
registration does 


 


9

















 


not equal or exceed the
number of shares or the anticipated aggregate offering price required to
originally trigger the Company’s obligation to initiate such registration as
specified in subsection 1.2(a) or subsection 1.4(b)(iv), whichever is
applicable.


 


1.7          Expenses of Registration.


 


(a)           Demand Registration.  All expenses (other than underwriting
discounts and commissions and stock transfer levies or taxes) incurred in
connection with registrations, filings or qualifications pursuant to Section 1.2,
including (without limitation) all registration, filing and qualification fees,
printers’ and accounting fees, fees and disbursements of counsel for the
Company, and the reasonable fees and disbursements  of
one counsel for the selling Holders selected by them shall be borne by the
Company.


 


(b)           Company Registration.  All expenses (other than underwriting
discounts and commissions and stock transfer levies or taxes) incurred in
connection with registrations, filings or qualifications of Registrable
Securities pursuant to Section 1.3 for each Holder (which right may be
assigned as provided in Section 1.12), including (without limitation) all
registration, filing, and qualification fees, printers’ and accounting fees,
fees and disbursements of counsel for the Company and the reasonable fees and
disbursements of one counsel for the selling Holder or Holders selected by them
shall be borne by the Company.


 


(c)           Registration on Form F-3. 
All expenses (other than
underwriting discounts and commissions and stock transfer levies or taxes)
incurred in connection with a registration requested pursuant to Section 1.4,
including (without limitation) all registration, filing, qualification,
printers’ and accounting fees and the reasonable fees and disbursements of one
counsel for the selling Holder or Holders selected by them shall be borne by
the Company.


 


(d)           Expenses for Certain
Withdrawn Request for Registration.  Notwithstanding the foregoing, the Company
shall not be required to pay for any expenses of any registration proceeding
commenced pursuant to Sections 1.2 and 1.4 of this Agreement if the
registration request is subsequently withdrawn at the request of the Holders of
a majority of the Registrable Securities to be registered (which Holders shall
bear such expenses pro rata).  Notwithstanding
anything to the contrary in this Agreement, in the event any jurisdiction in
which the securities shall be qualified imposes a non-waivable requirement that
expenses incurred in connection with the qualification of the securities be
borne by selling shareholders, the expenses shall be payable pro rata by the
selling shareholders.


 


1.8          Underwriting Requirements.  In connection with any offering involving an
underwriting of the Company’s capital shares, the Company shall not be required
under Section 1.3 to include any of the Holders’ securities in such underwriting
unless they accept the terms of the underwriting as agreed upon between the
Company and the underwriters selected by it (or by other persons entitled to
select the underwriters), and then only in such quantity as the underwriters
determine in their sole discretion will not jeopardize the success of the
offering by the Company.  If the total
amount of securities, including Registrable Securities, requested by
shareholders to be included in such offering exceeds the amount of securities
sold other than by the Company that the underwriters determine in their sole
discretion is compatible with the success of the offering, then the number of
securities to be included shall first be allocated to the Company, and
thereafter the Company shall be required to include in the offering only that
number of such securities, including Registrable 


 


10

















 


Securities, which the
underwriters determine in their sole discretion will not jeopardize the success
of the offering (the securities so included to be apportioned pro rata among
the selling shareholders according to the total amount of securities entitled
to be included therein owned by each selling shareholder or in such other
proportions as shall mutually be agreed to by such selling shareholders) but in
no event shall any securities held by any other shareholder be included if any
securities held by any selling Holder are excluded.  Notwithstanding the foregoing or anything to the
contrary, (i) in the case of the Company’s Qualified IPO, no such
reduction shall reduce the number of Registrable Securities of the Holders
included in such registration below fifty percent (50%) of the total number of
then outstanding Registrable Securities, and (ii) in the case of any registered
public offering subsequent to the Company’s Qualified IPO, no such reduction
shall reduce the value of the Registrable Securities of the Holders included in
such registration below thirty percent (30%) of the total value of securities
included in such registration.  For purposes of the preceding
parenthetical concerning apportionment, for any selling shareholder which is a
holder of Registrable Securities and which is a venture capital fund,
partnership or corporation, the partners, retired partners, the affiliated
venture capital funds and shareholders of such holder, or the estates and
family members of any such partners and retired partners and any trusts for the
benefit of any of the foregoing persons shall be deemed to be a single “selling
shareholder,” and any pro-rata reduction with respect to such “selling
shareholder” shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such “selling
shareholder,” as defined in this sentence.


 


1.9          Delay of Registration.  No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 1.


 


1.10        Indemnification.  In the event any Registrable Securities are
included in a registration statement under this Section 1:


 


(a)           To the extent permitted by law, the
Company will indemnify and hold harmless each Holder, any underwriter (as
defined in the Securities Act) for such Holder and each Person, if any, who
controls such Holder or underwriter within the meaning of the Securities Act or
the Exchange Act, against any losses, claims, damages, or liabilities (joint or
several) to which they may become subject under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations
(collectively a “Violation”):  (i) any
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or (iii) any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any state securities
law; and the Company will pay to each such Holder, underwriter
or controlling Person, as incurred, any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that
the indemnity agreement contained in this subsection 1.10(a) shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability,
or action if such settlement is effected without the consent of the Company 


 


11

















 


(which
consent shall not be unreasonably withheld), nor shall the Company be liable to
any Holder, underwriter or controlling Person for any such loss, claim, damage,
liability, or action to the extent that it arises out of or is based upon a
Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
any such Holder, underwriter or controlling Person.


 


(b)           To the extent permitted by law, each
selling Holder will indemnify and hold harmless the Company, each of its
directors, each of its officers who has signed the registration statement, each
Person, if any, who controls the Company within the meaning of the Securities
Act, any underwriter, any other Holder selling securities in such registration
statement and any controlling Person of any such underwriter or other Holder,
against any losses, claims, damages, or liabilities (joint or several) to which
any of the foregoing Persons may become subject, under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereto) arise out of or are
based upon any Violation, in each case to the extent (and only to the extent)
that such Violation occurs in reliance upon and in conformity with written
information furnished by such Holder expressly for use in connection with such
registration; and each such Holder will pay, as incurred, any legal or other
expenses reasonably incurred by any Person intended to be indemnified pursuant
to this subsection 1.10(b), in connection with investigating or defending
any such loss, claim, damage, liability, or action; provided, however,
that the indemnity agreement contained in this subsection 1.10(b) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Holder,  which consent shall not be
unreasonably withheld; provided, that in no event shall any indemnity
under this subsection 1.10(b) plus any amount under subsection 1.10(d) exceed the net proceeds from the offering out of which such Violation arises received by such Holder, except in the case of fraud or
willful misconduct by such Holder.


 


(c)           Promptly after receipt by an
indemnified party under this Section 1.10 of notice of the commencement of
any action (including any governmental action), such indemnified party will, if
a claim in respect thereof is to be made against any indemnifying party under
this Section 1.10, deliver to the indemnifying party a written notice of
the commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense thereof
with counsel selected by the indemnifying party and mutually satisfactory to
the parties (the approval of the indemnified party shall not be unreasonably
withheld); provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the reasonable fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by
such counsel in such proceeding.  The
failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action, if prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 1.10 to the extent the indemnifying party is prejudiced as
a result thereof, but the
omission so to deliver written notice to the indemnifying party will not
relieve it of any liability that it may have to any indemnified party otherwise
than under this Section 1.10.


 


12

















 


(d)           If the indemnification provided for
in this Section 1.10 is held by a court of competent jurisdiction to be
unavailable to an indemnified party with respect to any loss, liability, claim,
damage or expense referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such loss, liability,
claim, damage, or expense in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions that resulted
in such loss, liability, claim, damage or expense as well as any other relevant
equitable considerations; provided, that in no event shall any
contribution by a Holder under this subsection 1.10(d) plus any amount
under subsection 1.10(b) exceed the net proceeds from the offering
received by such Holder, except in the case of fraud or willful misconduct by
such Holder.  The relative fault of the
indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates
to information supplied by the indemnifying party or by the indemnified party
and the parties’ relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.


 


(e)           The obligations of the Company and
Holders under this Section 1.10 shall survive the completion of any
offering of Registrable Securities in a registration statement under this Section 1,
and otherwise.


 


1.11        Reports Under the Exchange Act.  To the extent applicable, with a view to
making available to the Holders the benefits of Rule 144 promulgated under
the Securities Act and any other rule or regulation of the SEC that may at
any time permit a Holder to sell securities of the Company to the public without
registration or pursuant to a registration on Form F-3, the Company
agrees to:


 


(a)           make and keep public information
available, as those terms are understood and defined in SEC Rule 144, at
all times after ninety (90) days after the effective date of the first
registration statement filed by the Company for the offering of its securities
to the general public so long as the Company remains subject to the periodic
reporting requirements under Sections 13 or 15(d) of the Exchange
Act;


 


(b)           file with the SEC in a timely manner
all reports and other documents required of the Company under the Securities
Act and the Exchange Act; and


 


(c)           furnish to any Holder, so long as the
Holder owns any Registrable Securities, forthwith upon request (i) a
written statement by the Company that it has complied with the reporting
requirements of SEC Rule 144 (at any time after the effective date of the
first registration statement filed by the Company), the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements), or that it qualifies as a registrant whose securities may be
resold pursuant to Form F-3 (at
any time after it so qualifies), (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed
with or furnished to the SEC by the Company, and (iii) such other
information as may be reasonably requested in availing any Holder of any rule or
regulation of the SEC which permits the selling of any such securities without
registration or pursuant to such form.


 


1.12        [Reserved] .


 


13

















 


1.13        Limitations on Subsequent
Registration Rights.  From
and after the date of this Agreement, the Company shall not, without the prior
written consent of the Holders of a majority
of the Registrable Securities then outstanding, enter into any agreement with
any holder or prospective holder of any securities of the Company which would
allow such holder or prospective holder to include such securities in any
registration filed under this Section 1 hereof, unless under the terms of
such agreement, such holder or prospective holder may include such securities
in any such registration only to the extent that the inclusion of his, her, or
its securities will be on parity with or junior to the rights of the Holders.


 


1.14        Exercise or Conversion.  Notwithstanding anything else contained
herein, the Company shall have no obligation to register Registrable Securities
that are not Shares unless and until they have been exercised, converted or
exchanged into Shares.


 


1.15        Termination of Registration Rights.  The rights and obligations set forth in this Section 1
shall terminate on the earliest to occur of (a) the fifth (5th)
anniversary of the date of closing of a Qualified IPO, (b) as to any
Holder, the date that all Registrable Securities held by such Holder can be
sold without regard to the volume limitations under Rule 144 (or any
successor provision then in effect) under the Securities Act, or (c) with respect to such Holder,
after a Qualified IPO, if following such Qualified IPO, such Holder, together
with its Affiliates, holds less than one percent (1%) of the outstanding
Ordinary Shares.


 


2.             Information and Inspection Rights.


 


2.1          Financial Statements.  The Company shall deliver to each Investor that continues to hold at least  ten percent (10%) of the  number
of Series A Preferred Shares issued and outstanding immediately after the
Closing (as adjusted for any share split, share dividends, reclassification, or
the like):


 


(a)           as soon as practicable, but in any
event within one hundred and twenty (120) calendar days after the end of each
fiscal year of the Company, an income statement for such fiscal year, a balance
sheet of the Company as of the end of such year, and a statement of cash flows
for such year, such year-end financial reports to be in reasonable detail, all
on a consolidated basis, prepared in accordance with US GAAP, and audited and
certified by a “Big-Four” accounting firm selected by the Company;


 


(b)           as
soon as practicable, but in any event within forty-five (45) days after the end
of each of the first three quarters, an unaudited profit or loss statement, a
statement of cash flows for such fiscal month and an unaudited balance sheet as
of the end of such fiscal month on a consolidated basis;


 


(c)           as soon as practicable, but in any
event thirty (30) days prior to the end of each fiscal year, an annual
budget and business and financial plan for the next fiscal year prepared in
reasonable detail, and as soon as prepared, any other budgets or revised
budgets prepared by the Company; and


 


(d)           with
respect to the financial statements called for in subsection (b) of
this Section 2.1, a certificate signed by the Chief Financial Officer of
the Company certifying that such financial statements were prepared in
accordance with US GAAP consistently applied throughout the period (with the
exception of footnotes that may be required by US GAAP) and fairly present in
all material respects the financial condition of 


 


14

















 


the
Company and its results of operation for the period specified, subject to
year-end audit adjustment, or in lieu thereof provide such financial statements
that have been reviewed by the Company’s independent audit firm provided
that the foregoing shall not restrict the right of the Company to change its
accounting principles consistent with US GAAP, if the Board of Directors
determines that it is in the best interest of the Company to do so.


 


2.2          Inspection.  The Company shall, and shall take all actions
within its power to cause each Group Company to, permit each Investor, at the
expense of such Investor, to visit and inspect the Company’s and each Group
Company’s properties, to examine their respective books of account and records
and to discuss the Company’s and each Group Company’s affairs, finances and
accounts with their respective officers, all at such reasonable and normal
business times as may be requested by such Investor, subject to customary
confidentiality restrictions and limitations.


 


2.3          Copies of Reports and
Agreements.  In addition to, and not in substitution for,
any information or related rights granted in Sections 2.1
and 2.2, or
otherwise, the Company agrees to provide the Investors with copies of:  (i) all
of the Company’s annual and periodic reports made available to its shareholders
as well as all public reports (including without limitation all annual,
periodic, interim, or extraordinary reports and all prospectuses or public
offering documents) filed with the SEC or any other stock exchange or governmental securities authority or
regulatory body, promptly after filing; and (ii) current
versions of this Agreement, the Purchase Agreement, any agreements or documents
relating to any equity financing, investment or fundraising by the Company
subsequent to this financing, and any other agreements or documents governing
the management of the Company or relating to or affecting the Series A
Preferred Shares,
each bearing the signatures of all parties, and of the Company’s charter
documents,
file-stamped by the appropriate company registrar or government agency charged
with similar duties, in each case, reflecting all amendments and restatements
thereto through such date of request, promptly following any request by the
Investors from time to time.  The rights
set forth in this Section 2.3(i) shall expressly survive the closing of any public offering, including without
limitation a Qualified IPO.  The rights
set forth in this Section 2.3 shall apply to the holder of any Series A
Preferred Shares (or
any security issued or issuable upon conversion or exchange thereof)
of the Company.


 


3.             Preemptive Right.  Subject to the terms and conditions specified
in this Section 3, the Company hereby grants to each Investor a right of
first offer to purchase its Pro Rata Portion (as defined below) of New
Securities (as hereinafter defined) that the Company may issue from time to
time.  Each Investor shall be entitled to assign or apportion
the right of first offer hereby granted it among itself and its partners and
affiliates, including any Affiliated Fund, in such proportions as it deems
appropriate; except that, the right of first offer granted hereto shall not be
transferred by any Investor to any non-affiliated third party without the
Company’s prior written approval.  Each
time the Company proposes to offer New Securities, the Company shall first make
an offering of such New Securities to each Investor in accordance with this Section 3.


 


3.1          Except
as set forth below, “New Securities” shall mean any shares of capital
share of the Company, including Ordinary Shares or Preferred Shares, whether or
not now authorized, and rights, options or warrants to purchase said Ordinary
Shares or Preferred Shares and securities of any type whatsoever that are, or
may by their terms become, convertible into said shares of Ordinary Shares or
Preferred Shares.  Notwithstanding the
foregoing, “New Securities” shall not include the following:


 


15














 


(i)            the Ordinary Shares issued upon the
conversion of Series A Preferred Shares;


 


(ii)           securities issued pursuant to options,
warrants, or other rights to acquire securities of the Company that are
outstanding on the date of this Agreement;


 


(iii)          up to 10% of the Ordinary Shares issued
and outstanding immediately following the closing, or options or other rights
to purchase Ordinary Shares (subject to adjustment for share splits, share
dividends, reclassifications or the like), issued or granted to officers,
directors or employees of, or consultants to, the Company pursuant to a stock
grant, option plan or purchase plan or other employee stock incentive program
approved by the Board of Directors;


 


(iv)          securities issued or issuable to
financial institutions or lessors in connection with real estate leases,
commercial credit arrangements, equipment financings or similar transactions
approved by the Board of Directors, the principal purpose of which is
non-equity financing;


 


(v)           securities issued by the Company pursuant
to a strategic partnership, joint venture or other arrangement approved by the
Board of Directors the principal purpose of which is non-equity financing;


 


(vi)          securities issued by the Company for
consideration other than cash pursuant to a merger, consolidation, acquisition,
or similar business combination approved by the Board of Directors, including
the approval of the Series A Directors;


 


(vii)         securities issued pursuant to a Qualified
IPO of the Company’s securities;


 


(viii)        Ordinary Shares or other securities
issued as a dividend or distribution on the Series A Preferred Shares or
any event for which an appropriate adjustment to the Series A Preferred
Shares is made; and


 


(ix)           securities issued pursuant to a stock
split or other similar reorganization for which an appropriate adjustment to
the Series A Preferred Shares is made.


 


3.2          The Company shall deliver a notice (the “RFO Notice”)
to the Investors stating (i) its bona fide intention to offer New
Securities, (ii) the number of New Securities to be offered, and (iii) the
price and terms, if any, upon which it proposes to offer such New Securities.


 


3.3          Within fifteen (15)
calendar days after delivery of the RFO Notice, each Investor may elect to
purchase or obtain, at the price and on the terms specified in the RFO Notice,
up to that portion of such New Securities which equals the proportion that the
number of Shares issued and held, or issuable upon conversion, exercise and
exchange of all convertible, exercisable or exchangeable securities then held,
by such Investor bears to the total number of Shares then outstanding (assuming
full conversion, exercise and exchange of all convertible, exercisable or
exchangeable securities) (“Pro Rata Share”).  Such purchase shall be completed at the same
closing as that of any third party purchasers (if any) or at an additional
closing thereunder or as the Company and the purchasers shall otherwise
agree.  


 


16

















 


The Company shall promptly,
in writing, inform each Investor that purchases all the shares available to it
(each, a “Fully-Exercising Investor”) of any other Investor’s
failure to do likewise.  During the ten (10)
calendar day period commencing after receipt of such information, each
Fully-Exercising Investor shall be entitled to obtain that portion of the New
Securities for which Investors were entitled to subscribe but which were not
subscribed for by the Investors that is equal to the proportion that the number
of Shares issued and held, or issuable upon conversion, exercise and exchange
of all convertible, exercisable or exchangeable securities then held, by such
Fully-Exercising Investor bears to the total number of Shares issued and held,
or issuable upon conversion, exercise and exchange of all convertible,
exercisable or exchangeable securities then held, by all Fully-Exercising
Investors who wish to purchase such
unsubscribed New Securities.


 


3.4          The Company may, during the
120-day calendar period following the expiration of the period provided in Section 3.2
hereof, offer the remaining unsubscribed portion of the New Securities to any
Person or Persons at a price not less than, and upon material terms no more
favorable to the offeree than those specified in the RFO Notice.  If the Company does not enter into an
agreement for the sale of the New Securities within such period, or if such
agreement is not consummated within one hundred and twenty (120) calendar
days of the execution thereof, the right provided hereunder shall be deemed to
be revived and such New Securities shall not be offered unless first reoffered
to the Investors in accordance herewith.


 


3.5          Notwithstanding the
foregoing, the Company shall not be required to offer or sell such Securities
to any offeree or purchaser pursuant to this Section 3 who would cause the
Company or such transaction to be in violation of applicable securities laws by
virtue of such offer or sale or who is not an “accredited investor” within the
meaning of SEC Rule 501 of Regulation D, as then in effect.


 


4.             Right
of First Refusal and Co-Sale Rights; Prohibited Transfers; Permitted
Transferees; Legended Certificates.


 


4.1          Right of First Refusal. 
Should any
Ordinary Holder (or a Permitted Transferee, as defined below or any Group
Company) (each, a “Restricted Seller” and collectively, the “Restricted
Sellers”) propose to accept one or more bona fide offers (collectively, a “Purchase
Offer”) from any Persons to purchase the Company’s Ordinary Shares and/or
any other capital shares or other equity interest (or other interest
convertible, exchangeable or exercisable for equity interests) of the Company
or any of the Group Companies (the “Restricted Shares”) from such
Restricted Seller, such Restricted Seller shall promptly deliver a notice (the “Notice”)
to the Company and to all other Ordinary Holders and all of the Investors
(together, and for avoidance of doubt, excluding the Restricted Seller, the “Shareholders”)
stating the terms and conditions of such Purchase Offer including, without
limitation, the number of Restricted Shares proposed to be sold or transferred,
the nature of such sale or transfer, the consideration to be paid, and the name
and address of each prospective purchaser or transferee.  For purposes of this Section 4.1 only,
Restricted Shares shall include any capital shares of the Company or any Group
Company now owned or hereinafter acquired by a Restricted Seller.


 


(i)            Shareholders’ Right.  Each Shareholder shall have the right to
exercise the right of first refusal (the “Right
of First Refusal”) by submitting within fifteen (15) calendar
days (the “ROFR Period”) after receipt of the Notice, a written notice
(the “Initial Exercising Notice”) of its irrevocable commitment to
purchase 


 


17

















 


Restricted Shares,
on a pro rata basis, based upon the number of Shares (whether Ordinary Shares
or Conversion Shares (as defined below)) held by such Shareholder relative to
the aggregate number of Shares (whether Ordinary Shares or Conversion Shares)
held by all Shareholders (for avoidance of doubt, excluding the Restricted
Seller).  Each Investor shall be entitled
to assign or apportion its Right of First Refusal among itself and its partners
and affiliates, including any Affiliated Fund, in such proportions as it deems
appropriate.  Upon expiration of the ROFR Period, in the event that
not all of the Shareholders elect to purchase all of their pro rata amount of
the Restricted Shares, then the Company shall promptly give written notice to
each of the Shareholders who have fully exercised their Right of First Refusal
under this Section 4.1(i) (the “Overallotment Notice”), which
shall set forth the number of Restricted Shares of the Restricted Seller not
purchased by the other Shareholders and available for purchase, and shall offer
such fully exercising Shareholders the right to acquire such unsubscribed
Restricted Shares.  Each fully exercising
Shareholders shall have five (5) calendar days after receipt of the
Overallotment Notice (the “Overallotment Period”) to deliver a notice
(the “Exercising Investors Notice”) to the Restricted Seller of its
irrevocable commitment to purchase the shares available for purchase on a pro
rata basis, based upon the number of Share (whether Ordinary Shares or
Conversion Shares) held by such Shareholder relative to the aggregate number of
Shares (whether Ordinary Shares or Conversion Shares) held by all fully
exercising Shareholders.  Each
Shareholder exercising its Right of First Refusal hereunder shall effect the
purchase of the Restricted Shares, including payment of the purchase price, not
more than five (5) calendar days after the end of the ROFR Period, or
if there is an overallotment, after the end of the Overallotment Period, and at
such time, the Restricted Seller shall deliver to such Shareholder the
certificates representing the Restricted Shares to be purchased by such
Shareholder, each certificate to be properly endorsed for transfer.


 


(ii)           Transfer to Transferee; Restrictions Binding
on Transferees.  Subject to the Shareholders’ right of first refusal
and co-sale, the Restricted Seller not later than ninety (90) calendar days
following delivery to the Company and the Shareholders of the Notice, shall
conclude a transfer of any or all of the Restricted Shares covered by the
Notice on terms and conditions the same or substantially the same as those
described in the Notice.  All transferees
of Restricted Shares or any interest therein will receive and hold such
Restricted Shares or interest subject to the provisions of this Agreement and
will become a party to this Agreement. 
Any sale or transfer of the Restricted Shares shall be void unless the
provisions of this Agreement are satisfied.


 


4.2          Co-Sale Right.  If the Right
of First Refusal is not exercised by a Shareholder, such Shareholder electing
not to exercise its Right of First Refusal shall have the right (the “Co-Sale
Right”), exercisable upon written notice to the Company and the Restricted
Seller within fifteen (15) calendar days  after
the expiration of the ROFR Period or the Overallotment Period, if applicable,
to participate in such sale of Restricted Shares by the Restricted Seller
pursuant to the specified terms and conditions of such Purchase Offer.  The Co-Sale Right of each Shareholder shall
be subject to the following terms and conditions:


 


(i)            Calculation of Shares.  The quotient equal to (i) the aggregate
number of Restricted Shares proposed to be sold by the Restricted Seller
divided by (ii) the total number of Restricted Shares owned (directly or
indirectly) or held by the 


 


18

















 


Restricted Seller
shall be referred to as the “Selling Percentage.”  By exercising its Co-Sale Right, each
Shareholder shall be entitled to participate in a sale of Restricted Shares by
selling or transferring to the proposed purchaser named in the Purchase Offer
up to that number of Shares (whether Ordinary Shares, Shares issued upon
conversion of the Series A Preferred Shares (the “Conversion Shares”),
or Shares received in connection with any share dividend, share split or other
reclassification thereof) equal to the product of the Selling Percentage and
the number of Shares (whether Ordinary Shares, Conversion Shares or Shares
received in connection with any share dividend, share split or other
reclassification thereof) then owned (directly or indirectly) by such
Shareholder.


 


(ii)           Conversion.  Each Investor exercising its
Co-Sale Right shall have the right to convert some or all of its Series A
Preferred Shares into Shares, in accordance with the terms and conditions of
the Series A Preferred Shares, immediately prior to the consummation of
the closing of the sale or transfer of any Shares pursuant to the Purchase
Offer.


 


(iii)          Transfer.  Each participating Shareholder shall effect
its participation in the sale by promptly delivering to the Restricted Seller
for transfer to the prospective purchaser one or more share certificates,
properly endorsed for transfer, which represent the number of Shares which such
Shareholder elects to sell.


 


(iv)          Payment.  The share certificate or certificates which
the Shareholder delivers to
the Restricted Seller pursuant to Section 4.2(iii) shall be delivered
by such Restricted Seller to the prospective purchaser in consummation of the
sale pursuant to the terms and conditions specified in the Notice, and such
Restricted Seller shall promptly thereafter remit to such Shareholder the purchase price for such
Shares.  To the extent that any
prospective purchaser or purchasers prohibit such assignment or otherwise
refuse to purchase Shares from a Shareholder exercising its Co-Sale Right
hereunder, the Restricted Seller(s) shall not sell to such prospective
purchaser or purchasers any Restricted Shares unless and until, simultaneously
with such sale, the Restricted Seller(s) shall purchase such Shares from
such Shareholder for the same consideration and on the same terms and
conditions as the proposed transfer described in the Notice (which terms and
conditions shall be no less favorable than those governing the sale to the
purchaser by the Restricted Seller(s)).


 


4.3          Prohibited Transfers.


 


(i)            No
Ordinary Holder that is a Management Holding Company may sell, assign,
transfer, pledge, hypothecate, or otherwise encumber or dispose of in any way,
or seek the registration of under the Securities Act, all or any part of or any
interest in the Ordinary Shares, whether now or hereafter owned or held by such
Ordinary Holder, without the prior written consent of the holders of a majority
of the issued and outstanding Series A Preferred Shares.  Any sale, assignment, transfer, pledge,
hypothecation or other encumbrance or disposition of Ordinary Shares not made
in conformance with this Agreement shall be null and void, shall not be recorded
on the books of the Company and shall not be recognized by the Company.


 


(ii)           For so long as the
Management Holding Companies own any of the Ordinary Shares of the Company, the
Founder shall not sell, assign, transfer, pledge or otherwise encumber or
dispose of in any way any of its equity or ownership interests 


 


19

















 


in the Management Holding Companies, or otherwise permit such equity or
ownership interests to become subject to a
voluntary or involuntary sale, assignment, transfer, pledge or encumbrance, or seek the registration of under the Securities Act,
other than as otherwise approved by
the Investors in writing.  Further, for so long as the Management Holding Companies own any of the Ordinary
Shares of the Company, the Founder agrees
that he will not cause whether directly or indirectly the Management Holding
Companies to engage in any transaction or series of transactions which would
result in a change of control of such Person, whether by the sale of shares or
other equity interests, by sale of all or substantially all assets, or by
merger, share swap, consolidation, reorganization or any similar transaction
with similar effect.


 


(iii)          Any attempt by a Restricted Seller to transfer
Restricted Shares in violation of Sections 4.1 and 4.2 of this Agreement
shall be void, and the Company and each Ordinary Holder agrees that neither
shall effect such a transfer or treat any alleged transferee as the holder of
such shares.


 


4.4          Permitted Transferees. 
Notwithstanding
the foregoing or anything to the contrary herein, the provisions of
Sections 4.1, 4.2 and 4.3 shall not apply to (i) any repurchase by
the Company of Shares of an Ordinary Holder, (ii) any sale pursuant to a
registration statement, or (iii) any bona fide transfers to the ancestors,
siblings, descendants or spouse or domestic partner of an Ordinary Holder or to
trusts for the benefit of such Persons or an Ordinary Holder or any transfer
upon the death of an Ordinary Holder, (iv) any Person all the beneficial
owners of which are any of the foregoing Persons, (v) any sale,
assignment, transfer or disposition of Ordinary Shares by a Management Holding
Company to a third party whose identity has been disclosed to and approved by
the Investors,  or (v) any transfer pursuant to the Share Charge Agreement
(collectively, “Permitted Transfers” and such transferees, “Permitted
Transferees”).


 


5.             Board
of Directors; Observation Rights.


 


5.1          Election of Directors.  Each holder of the Company’s voting
securities including the Ordinary Shares and the Series A Preferred Shares
(the “Equityholder” and collectively, the “Equityholders”) agrees
to hold all of its Shares and any other voting securities of the Company
acquired by such Equityholder in the future (including any securities of the
Company issued with respect to, upon conversion of, or in exchange or
substitution for any securities of the Company) (the “Holder Shares”)
subject to, and to vote the Holder Shares at a regular or special meeting of
shareholders (or by written consent) in accordance with, the provisions of this
Agreement.  At each annual meeting of the
members of the Company, or at any meeting of the members of the Company at
which members of the Board of Directors are to be elected, or whenever members
of the Board of Directors are to be elected by written consent, each such
Equityholder agrees to vote or act with respect to its Holder Shares which it
has control so as to elect:


 


(i)            one
(1) member of the Board of Directors designated by the majority in
interest of the Series A Preferred Shares, which shall initially be a
person designated by JPM and which designee shall be subject to the approval of
the Ordinary Directors (which approval shall not be unreasonably withheld or
delayed) (the “Series A Director”);


 


20

















 


(ii)           two (2) members of the Board of Directors
designated by a majority in interest of the issued and outstanding Ordinary
Shares held by the  Ordinary
Holders (collectively, the “Ordinary Directors”).


 


The voting agreements contained in Section 5.1 are
coupled with an interest and may not be revoked during the term of this
Agreement.


 


5.2          Appointment
of Directors. 
In the event of the resignation, death, removal or disqualification of
a director selected in the manner set forth in Section 5.1 hereof, the
holders holding the right to nominate such director shall promptly nominate a
new director, and provide written notice of the nomination to the other
holders, each of whom shall promptly vote its shares of the Company to elect
such nominee to the Board of Directors.


 


5.3          Removal of Directors.  Any party or parties to this Agreement having
the right to nominate a director pursuant to Section 5.1 of this Agreement
may remove its designated director at any time and from time to time, with or
without cause (subject to the Company’s Amended and Restated Memorandum and
Articles of Association, as may be amended from time to time (the “Restated
Articles”) and any requirements of law), in its or their sole discretion,
and after written notice to each of the other parties hereto of the new nominee
to replace such director, and each party to this Agreement shall promptly vote
its shares of capital stock of the Company to elect such nominee to the Board
of Directors.


 


5.4          Alternate Series A
Director. 
The Series A Director
shall be entitled to designate an alternate, anytime and from time to time, to
serve at any meeting of the Board of Directors or of any committee thereto, and
such alternate shall be permitted to attend all meetings of the Board of
Directors or of any committee and vote on behalf of the Series A Director.


 


5.5          Change in Number of Directors.  The Equityholders will not vote, directly or
indirectly, for any amendment or change to the Company’s Restated Articles
providing for the election of directors, or any other amendment or change to
the Company’s Restated Articles inconsistent with the terms of this Section 5
unless otherwise approved by the holders owning at least two-thirds of the
issued and outstanding Series A Preferred Shares, so long as the holders
of Series A Preferred Shares have a right to designate one director
pursuant to Section 5.1(i).


 


5.6          Board Meetings.  The Board of Directors of the Company shall meet at least once
every quarter (which may include meeting via teleconference or by telephone)
unless otherwise agreed to by the Board of Directors (including the Series A
Director) that such meeting is not necessary. 
The Company shall reimburse the Series A Director and the Observer
(as defined below) for all reasonable out-of-pocket expenses incurred in
connection with their attendance or participation in such meetings.


 


5.7          Legended Certificates.  Each certificate
representing shares of the Company’s capital stock held by the Equityholders or
any of their respective successors and assignees shall bear the following
legend:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT
BE SOLD OR TRANSFERRED IN THE UNITED STATES OR TO ANY U.S. PERSON IN THE
ABSENCE OF A REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, 


 


21

















 


AS AMENDED OR AN EXEMPTION THEREFROM UNDER
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


Until the date which is the earlier of (A) the initial public offering of the shares
of the Company (or any successor) or any other Group Company and (B) the date
which is six months from the Closing:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN CERTAIN
AGREEMENTS OR INSTRUMENTS, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE
OF THE COMPANY AND WILL BE FURNISHED UPON REQUEST TO THE HOLDER OF RECORD OF
THE SHARES REPRESENTED BY THIS CERTIFICATE.


 


5.8          Specific Enforcement.  It is agreed and understood that monetary
damages would not adequately compensate an injured party for the breach of this
Agreement by any Equityholder, that this Agreement shall be specifically
enforceable, and that any breach or threatened breach of this Agreement shall
be the proper subject of a temporary or permanent injunction or restraining
order.  Further, each Equityholder hereby
waives any claim or defense that there is an adequate remedy at law for such
breach or threatened breach.


 


5.9          Board Observation Rights.


 


(i)            Board Observer.  A representative (the “Observer”)
designated by the minority in interest of the holders of the Series A
Preferred Shares, which shall initially be an observer appointed by Intel
Capital Corporation (“Intel”) shall have the right, subject to the terms and
conditions herein, to attend all meetings of the Company’s Board of Directors
or any committee thereof (whether in person, via telephone or otherwise) in a
non-voting, observer capacity and to receive copies of all materials provided
to the members of the Board or any committee thereof.  If the person designating the Observer
decides to designate a new Observer and send an individual other than the
individual previously designated by it to act as the Observer to the meetings
of the Company’s Board of Directors or any committee thereof as its representative,
advance notice of such change in the Observer shall be given (whether temporary
or permanent).


 


(ii)           Disclaimer of Corporate Opportunity Doctrine.  The Company acknowledges that the
Investors, the Series A Director and/or the Observer will likely have,
from time to time, information that may be of interest to the Company (“Information”)
regarding a wide variety of matters including, by way of example only, (a) technologies,
plans and services, and plans and strategies of the Investors, the Series A
Director or the Observer relating thereto, (b) current and future
investments the Investors, the Series A Director or the Observer have
made, may make, may consider or may become aware of with respect to other
companies and other technologies, products and services, including, without
limitation, technologies, products and services that may be competitive with
the business of the Company, and (c) developments with respect to the
technologies, products and services, and plans and strategies relating thereto,
of other companies, including, without limitation, companies that may be
competitive with the Company.  The
Company recognizes that a portion of such Information may be of interest to the
Company.  Such Information 


 


22

















 


may or may not be
known by the Series A Director or the Observer.  The Company, as a material part of the
consideration for this Agreement, agrees that Investors, the Series A
Director and the Observer shall have no duty to disclose any Information
to the Company or permit the Company to participate in any projects or
investments based on any Information, or to otherwise take advantage of any
opportunity that may be of interest to the Company if it were aware of such
Information, and hereby waives, to the extent permitted by law, any claim based
on the corporate opportunity doctrine or otherwise that could limit the
Investors’, the Series A Director’s or the Observer’s ability to pursue
opportunities based on such Information or that would require the Investors,
the Series A Director or the Observer to
disclose any such Information to the Company or offer any opportunity relating
thereto to the Company.


 


(iii)          Termination of Board Observer Rights.  The rights described in Section 5.9
herein shall terminate and be of no further force or effect upon the earlier of
(i) the closing of the Qualified IPO, or (ii) the date on which the
holders of the Series A Preferred Shares are no longer entitled to elect
the Series A Director or entitled to designate the Observer.


 


5.10        Board of Directors of Group Companies (Other Than
the Company).  The board of directors of each Group Company
(other than the Company) shall, and the Company shall cause, the directors on
the board of director of each Group Company (other than the Company), to comply
with, and carry out the desires and instructions of the Board of Directors of
the Company in accordance with, the terms of this Agreement.


 


5.11        Officers of PRC On-Shore Company. 
The Board
of Directors shall ensure at all times that the Chairman, Chief Executive
Officer, President, Chief Financial Officer or persons substantially performing
the functions of such positions at the PRC On-Shore Company shall be the same
persons substantially performing such functions at the Company.


 


6.             Reserved
Matters.  In addition to
any other rights provided by law, the Company shall not and the Company shall
cause the other Group Companies to not, without first obtaining the affirmative
vote or written consent of the holders of not less than two-thirds of such
outstanding Series A Preferred Shares, voting together as a single class:


 


(i)            sell or issue or offer to sell or issue any equity
or debt securities of the Company (including any public offering and/or listing
other than the Qualified IPO);


 


(ii)           declare or pay any dividend or distribution;


 


(iii)          increase or decrease the total number of authorized
share capital of the Company;


 


(iv)          purchase, redeem or acquire any securities of the
Company, Group Company or any other Person;


 


(v)           take any action that reclassifies any shares into
shares having preferences senior to or on a pari passu basis with the Series A
Preferred Shares or take any other action that adversely affects the relative
rights, privileges or preferences of the Series A Preferred Shares,
including the creation or issuance of any shares having rights preferences or
privileges senior to or on parity with the Series A Preferred Shares;


 


23

















 


(vi)          alter the Restated Articles of the Company or any
constitutional documents of the Group Companies;


 


(vii)         authorize or enter into a merger, consolidation,
reorganization, liquidation, dissolution, winding up or sale of all or any part
of the Company or any Group Company;


 


(viii)        acquire or establish any other company or entity, or
acquire any business or assets, or establish any joint venture, in each case
with a cost in excess of US$2,000,000;


 


(ix)           enter into material third-party agreements outside
the ordinary course of business;


 


(x)            commence or settle any material litigation,
arbitration or other proceedings;


 


(xi)           adopt or amend any employee stock ownership or
purchase plan or stock option plan;


 


(xii)          materially change the business of the Company or any
Group Company;


 


(xiii)         sell, purchase, pledge, lease or otherwise dispose
of any assets with a gross book-value or market value in excess of US$2,000,000
in the aggregate in any financial year (whether through a single transaction or
a series of related transactions) outside the ordinary course of business;


 


(xiv)        incur Indebtedness or capital expenditures in excess
of US$1,000,000 in the aggregate during any calendar year;


 


(xv)         grant any guarantee, indemnity or suretyship other
than in respect of the Company’s obligations in the ordinary course of
business;


 


(xvi)        appoint,
terminate or reassign the office of the Chairman, Chief Executive Officer,
President, Chief Financial Officer or any other officer or key employee, or
amend the employment terms for any such officers or key employees;


 


(xvii)       any change in the Company’s, financial year end or
auditors, or any material change in the Company’s accounting methods and
policies;


 


(xviii)      approve any increase in the remuneration of a senior
executive of the Company or any Group Company in excess of 100% of such senior
executive’s remuneration in effect as of the Closing;


 


(xix)         initiate bankruptcy or liquidation proceedings of
the Company or any other Group Company;


 


(xx)          enter into or amend any related party transaction
other than on arms’ length terms;


 


24

















 


(xxi)         enter into any transaction with Trony Materials or
any of the shareholders of Trony Materials, or amend the terms of any agreement
relating to ownership interests in or of Trony Materials; or


 


(xxii)        agree to do any of the foregoing.


 


7.             Covenants.


 


7.1          First Right to Act as Lead
Underwriter.  The Company
hereby grants to J.P. Morgan Securities Inc. or its Affiliate (“JPM Investment Bank”) the first right
to act as a lead underwriter and a joint bookrunner in connection with the
initial public offering of the Company’s Shares.  In the event the Company contemplates an
initial public offering and seeks to engage an underwriter for such offering,
the Company shall so notify the holders of the Series A Preferred Shares
and JPM Investment Bank pursuant to Section 8.5 hereof, and thereafter,
JPM Investment Bank shall have the right at its election to be engaged as a
lead underwriter and a joint bookrunner for the Company’s initial public offering.  The economics provided to JPM Investment Bank
as a bookrunner shall be no less favorable than the economics provided to the
other bookrunners in connection with the Company’s initial public offering.


 


7.2          Cooperation Agreement.  After the date hereof, the
Company and Intel Corporation or its Affiliate may negotiate in good faith to
enter into a cooperation agreement.


 


7.3          Indebtedness for Borrowed Money.  The Company
shall not incur Indebtedness (whether incurred prior to or after the date
hereof), including the Director Loans (as defined below) and any other
Indebtedness outstanding and owed to Affiliates of the Company, that causes the
Company’s debt-to-LTM EBITDA ratio on a consolidated basis to become greater
than 3.2, except with the consent of the Investors.  The Company’s debt-to-LTM EBITDA ratio on a
consolidated basis shall be determined as of the last day of each fiscal
quarter.  The Company’s Indebtedness (on
a consolidated basis) to the Persons identified on Schedule 3 attached
hereto in the aggregate principal amount of RMB305 million (collectively, the “Director
Loans”), which loan (including any interest thereon) shall not be repaid
(and the Company shall cause its Affiliates not to repay) until the later of (i) the
date on which all of the Series A Preferred Shares have been redeemed
pursuant to the Redemption Right, as defined in and set forth in the Restated
Articles, or (ii) the date on which the Company closes a Qualified
IPO.  For purposes of this Section 7.3,
“LTM EBITDA” means, total consolidated net income of the Company
and the other Group Companies, minus interest income,  extraordinary income and non-recurring income
plus (to the extent deducted from consolidated net income) the sum of interest
expense, tax expense, depreciation, amortization and extraordinary and
non-recurring expenses for the twelve months prior to the time of
determination, plus or minus any other non-cash expenses, losses, charges or
gains which have been subtracted or added in determining consolidated net income,
as calculated in accordance with IFRS, and excluding all expenses related to
the negotiation, execution, and delivery of the Transaction Documents.


 


7.4          Control of Subsidiaries.  The voting equity interests of all operating
entities controlled, directly or indirectly, by the Company shall be held by
the Company, directly or indirectly, in their entirety; provided that the
Company may hold a partial interest in such entities, directly or indirectly,
with the prior consent of the Investors. 
The Company and the other Group Companies shall, and shall cause any
subsidiaries or entities it controls to, comply with the FCPA.


 


25














 


7.5          United States Tax Matters.


 


(i)            The
Company acknowledges that certain Investors may be, or may be comprised of
investors that are, US Persons and that the US income tax consequences to those
Persons of the investment in the Company will be significantly affected by
whether the Company and/or any of the entities in which it owns an equity
interest at any time is (i) a “controlled foreign corporation” (within the
meaning of Section 957 of the Code) (a “CFC”), (ii) a “passive
foreign investment company” (“PFIC”) (within the meaning of Section 1297
of the Code, or (iii) classified as a partnership or a branch for US
federal income tax purposes.


 


(ii)           The
Company agrees, if requested by any Investor (i) to cooperate with such
Investor, including providing by May 31 of each year any documentation reasonably
requested by such Investor, to determine annually, with respect to its taxable
year whether the Company and each of the entities in which the Company owns or
proposes to acquire an equity interest (directly or indirectly) is or may
become a CFC (including whether any exception to CFC status may apply), is or
may become a PFIC (including whether any exception to PFIC status may apply) or
is or may be classified as a partnership or branch for US federal income tax
purposes, (ii) to provide by May 31 of each year such information as
such Investor may reasonably request to permit such Investor to elect to treat
the Company and/or any such entity as a “qualified electing fund” (within the
meaning of Section 1295 of the Code) for US federal income tax purposes,
and (iii) to provide by May 31 of each year such information as such
Investor may reasonably request to permit such Investor to comply with its US
tax filing requirements.  The Company
also agrees to obtain and provide reasonably promptly upon any Investor’s
request any and all other information deemed reasonably necessary to comply
with the provisions of this Section 7.5.


 


(iii)          The
Company also agrees, if requested by any Investor, to cooperate with such Investor,
including providing any documentation reasonably requested by such Investor, to
prepare and provide to such Investor within one hundred twenty (120)
calendar days following the end of the Company’s taxable year a complete and
accurate “PFIC Annual Information Statement”, in the form of Exhibit A
attached hereto, as applicable, for the Company and for each entity in which
the Company owns an equity interest at any time during such year.  The Company and the Investor shall share
equally any and all expenses of the Company that the Company would not have
incurred but for its obligation to prepare any PFIC Annual Information
Statements, provided however, the Investors’ share of any such expenses shall
not exceed US$10,000 for any calendar year. 
As between the Investors, each Investor that has requested the PFIC
Annual Information Statement shall bear its pro rata (based upon the number of
Shares (whether Ordinary Shares or Conversion Shares) held by such Investor
relative to the aggregate number of Shares (whether Ordinary Shares or
Conversion Shares) held by all Investors who requested the PFIC Annual
Information Statement) portion of the Investors’ portion of such costs.


 


(iv)          The Company shall consider and implement proposals
by one or more Investors, at the cost and expense of such Investors, to enhance
the tax position of such Investors (and their affiliates) in connection with
their investment in the 


 


26

















 


Company, provided that the proposals are not disadvantageous to the
Company, any of its beneficial owners, or any of its direct or indirect
subsidiaries.


 


7.6          Non-disclosure and Press Releases.


 


(i)            Disclosure of Terms. 
Each of the parties to this Agreement (other than the Investors)
acknowledges that the terms and conditions (collectively, the “Financing
Terms”) of this Agreement, and all other Transaction Documents, as well as
all exhibits, restatements and amendments thereto (collectively, the “Financing
Agreements”), including their existence, shall be considered confidential
information and shall not be disclosed by any of them (and each of them shall
cause each other Group Company not to disclose) to any third party except in
accordance with the provisions set forth below.


 


(ii)           Press Releases. 
Within sixty (60) days of the Closing, the Company may issue a press
release disclosing that Intel has invested in the Company provided that (a) the
release does not disclose any of the Financing Terms, (b) the press release
discloses only the entire amount invested in the investment round, without
disclosing the amount invested by a specific Purchaser, and (c) the final
form of the press release is approved in advance in writing by the Investors.
The name of an Investor and the fact that such Investor is an investor in the
Company can be included in a reusable press release boilerplate statement, so
long as such Investor has given the Company its initial approval of such
boilerplate statement and the boilerplate statement is reproduced in exactly
the form in which it was approved.  No
other announcement regarding a Investor in a press release, conference,
advertisement, announcement, professional or trade publication, mass marketing
materials or otherwise to the general public may be made without such Investor’s
prior written consent.  Within sixty days
of the Closing, each Investor may issue a formal written press release,
provided that the final form of the press release is approved in writing by the
Company.


 


(iii)          Permitted Disclosures. 
Notwithstanding the foregoing,


 


(A)          any party may disclose any
of the Financing Terms to its current or bona fide prospective investors,
employees, investment bankers, lenders, accountants and attorneys, in each case
only where such persons or entities are under appropriate nondisclosure
obligations;


 


(B)           the Company may disclose
(other than in a press release or other public announcement described in Section
7.6), solely the fact that an Investor is an investor in the Company to any
third parties without the requirement for the consent of such Investor or
nondisclosure obligations; and


 


(C)           notwithstanding anything to the contrary contained
herein, each Investor may, without disclosing the other Investor’s Financing
Terms, disclose such Investor’s investment in the Company and the Financing
Terms of its investment to third parties or to the public at its sole
discretion and, if it does so, the other parties shall have the right to
disclose to third parties any such information disclosed in a press release or
other public announcement by such Investor..


 


(iv)          Legally Required or Compelled Disclosure. 
In the event that the Company is required or requested or becomes
legally compelled (including without 


 


27

















 


limitation, pursuant
to securities laws and regulations) to disclose the existence of any of the
Financing Agreements or Financing Terms hereof in contravention of the
provisions of this Agreement, the Company shall provide the Investors with
prompt written notice of that fact before such disclosure and will use its best
efforts to fully cooperate with the Investors to seek a protective order,
confidential treatment, or other appropriate remedy with respect to the
disclosure.  In such event, the Company
shall furnish for disclosure only that portion of the information which is
legally required and shall exercise its best efforts to obtain reliable
assurance that confidential treatment will be accorded such information to the
extent reasonably requested by the Investors and to the maximum extent possible
under Law.  The Company agrees that it
will provide the Investors with drafts of any documents, press releases or
other filings in which the Company is required to disclose this Agreement, the
other Financing Agreements, the Financing Terms or any other confidential
information subject to the terms of this Agreement at least five (5) business
days prior to the filing or disclosure thereof, and that it will make any
changes to such materials as requested by the Investors to the extent permitted
by Law or any rules and regulations of the U.S. Securities and Exchange
Commission (the “SEC”), as applicable. 
If confidential treatment is requested by the Purchasers, and the
counsel to the Company reasonably believes that such request for confidential
treatment may be granted in whole or in part by the SEC, then the Company shall
file such a request and use its best efforts in responding to any SEC comments
to pursue assurance that confidential treatment will be granted, in both cases
fully cooperating with the Purchasers (including, without limitation, providing
the Purchasers with the opportunity to review and comment on the request and
the responses to any such SEC comments).


 


(v)           Use of Names or Logos of the Investors. 
Without the prior written consent of the applicable Investor, and
whether or not such Investor is then a shareholder of the Company, none of the
Company, the Group Companies, the Management Holding Companies and the Founder
shall use, publish or reproduce any of the names of the Investors or any
similar name, trademark or logo in any of their marketing, advertising or
promotion materials or otherwise for any marketing, advertising or promotional
purposes.


 


8.             Miscellaneous.


 


8.1          Termination.  This Agreement (except for the
indemnification provisions, Section 1, Section 2.3 and this Section 8)
shall terminate and be of no further force or effect immediately prior to
the closing of a Qualified IPO.


 


8.2          Entire Agreement.  This Agreement (including the Exhibits and Schedules
hereto), the Transaction Documents and the other documents referred to herein
constitute the entire agreement between the parties hereto pertaining to the
subject matter hereof and supersede any and all prior agreements, negotiations,
correspondence, understandings and communications among the parties, whether
written or oral, respecting the subject matter hereof; provided, however, that
nothing in this Agreement shall be deemed to terminate or supersede the
provisions of any confidentiality agreements executed or to be executed by and
between the parties hereto, all of which agreements shall continue in full
force and effect until terminated in accordance with their respective terms.


 


8.3          Successors and Assigns.  Except as otherwise provided in this Agreement,
the terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the 


 


28

















 


respective permitted
successors and assigns of the parties (including transferees of any of the Series A
Preferred Shares or any Conversion Shares). The rights of any Holder hereunder (including, without
limitation, registration rights) are assignable in connection with the transfer
(subject to applicable securities and other laws) of equity securities held by such Holder but only to
the extent of such transfer; provided, however, that (1) such
transfer occurs after the earlier of (A) the initial public offering of the
shares of the Company (or any successor) or any other Group Company and (B) the
date which is six months from the Closing, (2) each Holder shall, within a
reasonable time after such transfer, furnish to the Company written notice of
the name and address of such transferee and the equity securities that are being assigned to such transferee, and (3) such
transferee shall, concurrently with the effectiveness of such transfer, become
a party to this Agreement as a Holder and be subject to all applicable
restrictions set forth in this Agreement. 
This Agreement and the rights and obligations of any party hereunder
shall not otherwise be assigned without the mutual written consent of the other
Parties.


 


8.4          Amendments and Waivers.  Any term of this Agreement may be amended or
waived at any time only with the written consent of the Company, the Ordinary
Holders who hold at least a majority of the Ordinary Shares, and the Investors
who, voting together as a single class and on a as-converted basis, hold at least two-thirds of the issued and
outstanding Series A Preferred Shares.  No waivers of or exceptions to any term, condition or
provision of this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, condition
or provision.


 


8.5          Notices.  All notices and other communications given or made
pursuant to this Agreement shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the party to be notified, (b) when
sent by confirmed electronic mail or facsimile if sent during normal business
hours of the recipient, and if not so confirmed, then on the next business day, (c) five
(5) calendar days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one Business Day after
deposit with a nationally recognized overnight courier, specifying next
business day delivery, with written verification of receipt.  All communications shall be sent to the
respective parties at their address as set forth below or address as subsequently
modified by written notice given in accordance with this Section 8.5.


 


If to the Company:


 


TRONY SOLAR HOLDINGS COMPANY LIMITED


 


Address:


Offshore Incorporations
(Cayman) Limited,


Scotia Centre, 4th Floor,
P.O. Box 2804, George Town,


Grand Cayman, Cayman
Islands


Facsimile:  (86) 755-8328-2919

E-mail Address: Andrew.chen@trony.com


 


If to the Ordinary
Shareholders:


 


SKY SENSE INVESTMENTS LIMITED


 


Address:


Commonwealth
Trust Limited,


 


29

















 


Drake
Chamber, Road Town, Tortola,


British Virgin Islands

Facsimile:  (86) 755-8328-2919

E-mail Address: Andrew.chen@trony.com


 


and to:


 


LAKES INVEST LIMITED


 


Address:


Commonwealth Trust
Limited,


Drake Chambers, Road
Town, Tortola,


British Virgin Islands


Facsimile:  (86) 755-8328-2919

E-mail Address: Andrew.chen@trony.com


 


and to:


 


BUILD UP INTERNATIONAL INVESTMENTS LIMITED


 


Address:


Commonwealth Trust
Limited,


Drake Chamber, Road Town,
Tortola,


British Virgin Islands

Facsimile:  (86) 755-8328-2919

E-mail Address: Andrew.chen@trony.com


 


If to the Founder:


 


Li Yi (李毅)


 


Address:


20B Wanchai Commercial
Center,


194-204 Johnston Rd,
Waichai, Hong Kong


Facsimile:  (86) 755-8328-2919

E-mail Address: Andrew.chen@trony.com


 


If to the Investors:


 


JPMORGAN SPECIAL SITUATIONS (MAURITIUS) LIMITED


Address:


10, Frere Felix de Valois
Street


Port Louis, Mauritius


 


with a copy (which shall not constitute notice) to:


 


JPMorgan Special
Situations (Mauritius) Limited


Global Special Opportunities Group Middle Office


Attention: Angelica Siu / Tina Xu


26/F Chater House


 


30

















 


8 Connaught Road


Central, Hong Kong


Email: gsog-mo@jpmorgan.com


Tel: (852) 2800-7128 / 8761


Fax: (852) 2800-4613


 


and to:


 


INTEL CAPITAL CORPORATION


c/o Intel Semiconductor Ltd.


32/F, Two Pacific Place


88 Queensway, Central


Hong Kong


Attention: APAC Portfolio Management


Fax: (852) 2240-3775


 


8.6          Severability.  If one or more provisions of this Agreement
are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. 
In the event that the parties cannot reach a mutually agreeable and
enforceable replacement for such provision, then (a) such provision shall
be excluded from this Agreement, (b) the remainder of this Agreement shall
be interpreted as if such provision were so excluded and (c) the remainder
of this Agreement shall be enforceable in accordance with its terms.


 


8.7          Governing Law.  This Agreement and all acts and transactions
pursuant hereto shall be governed, construed and interpreted in accordance with
the laws of Hong Kong, SAR, without
giving effect to principles of conflicts of laws.


 


8.8          Aggregation of Shares.  All Series A Preferred Shares or Shares
held or acquired by affiliated entities (including Affiliated Funds) or Persons
shall be aggregated together for the purpose of determining the availability of
any rights under this Agreement.


 


8.9          Dispute Resolution.  Any dispute,
controversy or difference arising out of, in connection with or relating to
this Agreement, or the breach, termination or invalidity thereof (a “Dispute”)
shall be resolved by arbitration pursuant to this Section 8.9.  The arbitration shall be conducted in Hong
Kong under the auspices of the Hong Kong International Arbitration Centre (the “Centre”)
in accordance with the UNCITRAL Arbitration Rules in effect at the time of
the arbitration.  There shall be one (1) arbitrator
who shall be qualified to practice law in Hong Kong.  The language to be used in the arbitral
proceedings shall be English.  If the
UNCITRAL Rules are in conflict with the provisions of this Section 8.9
including the provisions concerning the appointment of the arbitrator, the
provisions of this Section 8.9 shall prevail.  The arbitrator shall decide any dispute
submitted by the parties to the arbitration strictly in accordance with the
substantive law of Hong Kong and shall not apply any other substantive
law.  In making the award, the arbitrator
shall have the authority to award attorney’s fees and other costs and expenses
of the arbitration in accordance with this Agreement and as the arbitrator
deems just and appropriate under the circumstances.  Each party hereto shall cooperate with the
others in making full disclosure of and providing complete access to all
information and documents requested by the others in connection with such
arbitral proceedings, subject only to any attorney-client or other applicable
legal privilege and confidentiality obligations binding on such party.  The award shall be issued within six (6) months
of the appointment of the arbitrator, provided, however, that the 


 


31

















 


arbitrator shall, upon a finding that it is
impracticable to meet such deadline consistent with the arbitrator’s primary
obligation justly to determine the controversy before the arbitrator, have
discretion to extend or alter such deadline to the extent necessary to prevent
injustice or preserve the enforceability of the arbitrator’s award.  The award of the arbitrator shall be final
and binding upon the disputing parties, and any party may apply to a court of
competent jurisdiction for enforcement of such award.  The parties shall cooperate and use their
respective best efforts to take all actions reasonably required to facilitate
the prompt enforcement in the PRC or in any other jurisdiction of any arbitral
award made by the arbitrator.  A party
shall be entitled to seek preliminary injunctive relief, if possible, from any
court of competent jurisdiction pending the appointment of the arbitrator.


 


8.10        Confidential Information. 
Notwithstanding
anything to the contrary contained this Agreement or any other Transaction Documents, the disclosure and exchange of
confidential information (i) between the Company and Intel (including any Observer appointed by Intel) shall be governed exclusively by the terms
of the Corporate Non-Disclosure Agreement (CNDA) to be executed between the
Company and Intel Corporation and (ii) between the Company and JPMorgan
Special Situations (Mauritius) Limited (“JPM”) shall be governed exclusively by the terms
of the Corporate Non-Disclosure Agreement (CNDA) No. 1140216 dated July 28,
2008 executed between the Company and JPM.


 


8.11        Most Favorable Terms.  If the Company, in connection with any duly
approved issuance of New Securities grants rights to any new investor or
shareholder that, considered as a whole, are more favorable than (the “MFN
Terms”) the terms granted to the Investors in connection with the sale of the Series A
Preferred Shares pursuant to the Purchase Agreement, this Agreement and other
Transaction Documents, whether such rights are included in the terms of the New
Securities or are granted to such Person, the Company shall, and the Ordinary
Holders shall cause the Company to, extend all such MFN Terms to the Investors,
and the Company shall take, and the Ordinary Holders shall cause the Company to
take, all necessary actions in order to effect the foregoing provisions of this
Section 8.11.


 


8.12        No Partnership, Agency or Trust.  Nothing in this Agreement shall be deemed to
constitute a partnership between the parties, or constitute any party the
trustee or agent of any other party for any other purpose, or entitle any party
to commit or bind any other party (or any of its Affiliates) in any manner.


 


8.13        Titles and Subtitles.  The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.


 


8.14        Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


 [Signature Pages Follow]


 


32














 


IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date  first written
above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  TRONY SOLAR HOLDINGS COMPANY LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Li Yi

  
	
   

  	
  Name:

  	
  Li Yi

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Address:
  Offshore Incorporations (Cayman) Limited, Scotia  Centre, 4th Floor, P.O. Box 2804, George Town,  Grand Cayman,
  Cayman Islands

  
	
   

  	
  Facsimile:  (86) 755-8328-2919

  
	
   

  	
  E-mail Address:  andrew.chen@trony.com

  



 


SIGNATURE PAGE TO INVESTORS’ RIGHTS
AGREEMENT


 


33

















 


IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date  first written
above.


 


	
   

  	
  FOUNDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Li Yi

  
	
   

  	
  Li Yi (李毅)

  
	
   

  	
   

  
	
   

  	
  Address: 20B Wanchai Commercial Center, 194-204 Johnston Rd, Waichai, Hong
  Kong

  
	
   

  	
  Facsimile: (86) 755-8328-2919

  
	
   

  	
  E-mail Address:  andrew.chen@trony.com

  



 


SIGNATURE PAGE TO INVESTORS’ RIGHTS
AGREEMENT


 


34

















 


IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date  first written
above.


 


	
   

  	
  AN ORDINARY HOLDER:

  
	
   

  	
   

  
	
   

  	
  LAKES INVEST LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Li Yi

  
	
   

  	
  Name:

  	
  Li Yi

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Address: Commonwealth Trust Limited,  Drake Chambers, Road Town, Tortola,  British Virgin Islands

  
	
   

  	
  Facsimile:  (86) 755-8328-2919

  
	
   

  	
  E-mail Address:  andrew.chen@trony.com

  



 


SIGNATURE PAGE TO INVESTORS’ RIGHTS
AGREEMENT


 


35

















 


IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date  first written
above.


 


	
   

  	
  AN ORDINARY HOLDER:

  
	
   

  	
   

  
	
   

  	
  SKY SENSE INVESTMENTS LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Li Yi

  
	
   

  	
  Name:

  	
  Li Yi

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Address: Commonwealth Trust Limited,  Drake Chamber, Road Town, Tortola,  British Virgin Islands

  
	
   

  	
  Facsimile:  (86) 755-8328-2919

  
	
   

  	
  E-mail Address:  andrew.chen@trony.com

  



 


SIGNATURE PAGE TO INVESTORS’ RIGHTS
AGREEMENT


 


36

















 


IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date  first written
above.


 


	
   

  	
  AN ORDINARY HOLDER:

  
	
   

  	
   

  
	
   

  	
  BUILD UP INTERNATIONAL INVESTMENTS LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lau Kam Sze

  
	
   

  	
  Name:

  	
  Lau Kam Sze

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Address: Commonwealth Trust Limited,  Drake Chamber, Road Town, Tortola,  British Virgin Islands

  
	
   

  	
  Facsimile:  

  	
   

  
	
   

  	
  E-mail Address:

  	
   

  
					



 


SIGNATURE PAGE TO INVESTORS’ RIGHTS
AGREEMENT


 


37

















 


IN WITNESS
WHEREOF, the parties have executed this Series A Preferred Share  Purchase Agreement as of the date
first written above.


 


	
   

  	
  AN ORDINARY HOLDER:

  
	
   

  	
   

  
	
   

  	
  ELLIPSIS LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chen Yixiang

  
	
   

  	
  Name:

  	
  Chen Yixiang

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Address: Walkers Chambers, 171
  Main Street, P O Box 92, Road Town, Tortola VG1110, British Virgin Islands

  
	
   

  	
  Facsimile:  (86) 755-8328-2919

  
	
   

  	
  E-mail Address:  andrew.chen@trony.com

  



 


SIGNATURE PAGE TO INVESTORS’ RIGHTS
AGREEMENT


 


38

















 


IN WITNESS
WHEREOF, the parties have executed this Series A Preferred Share  Purchase Agreement as of the date
first written above.


 


	
   

  	
  AN ORDINARY HOLDER:

  
	
   

  	
   

  
	
   

  	
  WARSHAW
  HOLDINGS LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Li Lo

  
	
   

  	
  Name:

  	
  Li Lo

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Address: P.O. Box 957,
  Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands

  
	
   

  	
  Facsimile:  (86) 755-8328-2919

  
	
   

  	
  E-mail Address:  andrew.chen@trony.com

  



 


SIGNATURE PAGE TO INVESTORS’ RIGHTS
AGREEMENT


 


39

















 


IN WITNESS
WHEREOF, the parties have executed this Series A Preferred Share  Purchase Agreement as of the date
first written above.


 


	
   

  	
  AN ORDINARY HOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Liu Lai Ting

  
	
   

  	
  LIU LAI TING

  
	
   

  	
   

  
	
   

  	
  Address: Room 3803, 38/F,
  Lei Ting Hse, Lei On Court, Lam Tin, Kowloon

  
	
   

  	
  Facsimile:  (86) 755-8328-2919

  
	
   

  	
  E-mail Address:  andrew.chen@trony.com

  



 


SIGNATURE PAGE TO INVESTORS’ RIGHTS
AGREEMENT


 


40

















 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	
   

  	
  AN
  INVESTOR:

  
	
   

  	
   

  
	
   

  	
  JPMORGAN SPECIAL SITUATIONS
  (MAURITIUS) LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jo Miyaile

  
	
   

  	
  Name:

  	
  Jo Miyaile

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  10, Frere Felix de Valois Street

  
	
   

  	
  Port Louis, Mauritius

  



 


SIGNATURE PAGE TO
INVESTORS’ RIGHTS AGREEMENT


 

















 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	
   

  	
  AN
  INVESTOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INTEL CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth L Eby

  
	
   

  	
  Name:

  	
  Elizabeth L Eby

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  c/o Intel Semiconductor Ltd.

  
	
   

  	
  32/F, Two Pacific Place

  
	
   

  	
  88 Queensway, Central

  
	
   

  	
  Hong Kong

  
	
   

  	
  Attention: APAC
  Portfolio Management

  
	
   

  	
  Fax: +852 2240-3775

  



 


SIGNATURE
PAGE TO INVESTORS’ RIGHTS AGREEMENT


 














 


SCHEDULE 1


 


SCHEDULE OF ORDINARY HOLDERS


 


	
  Name

  	
   

  	
  Addresses and Fax No. for Notice

  	
   

  	
  # of Ordinary

  Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lakes Invest
  Limited

  	
   

  	
  Address:
  Commonwealth Trust Limited, Drake Chambers, P.O. Box 3321, Road Town,
  Tortola, British Virgin Islands

  Fax: (86) 755-8328-2919

  Email:
  andrew.chen@trony.com

  	
   

  	
  54,170,000

  
	
  Sky Sense
  Investments Limited

  	
   

  	
  Address:
  Commonwealth Trust Limited, Drake Chambers, P.O. Box 3321, Road Town,
  Tortola, British Virgin Islands

  Fax: (86)
  755-8328-2919

  Email:
  andrew.chen@trony.com

  	
   

  	
  18,500,000

  
	
  Build Up
  International Investments Limited

  	
   

  	
  Address:
  Commonwealth Trust Limited, Drake Chambers, P.O. Box 3321, Road Town,
  Tortola, British Virgin Islands

  Fax: (86)
  755-8328-2919

  Email:
  andrew.chen@trony.com

  	
   

  	
  24,000,000

  
	
  Ellipsis Limited

  	
   

  	
  Address: Walkers
  Chambers, 171 Main Street, P O Box 92, Road Town, Tortola VG1110, British
  Virgin Islands

  Fax: (86)
  755-8328-2919

  Email:
  andrew.chen@trony.com

  	
   

  	
  1,500,000

  
	
  Warshaw Holdings
  Limited

  	
   

  	
  Address: P.O.
  Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin
  Islands

  Fax: (86)
  755-8328-2919

  Email: (86)
  755-8328-2919

  	
   

  	
  180,000

  
	
  LIU Lai Ting

  	
   

  	
  Address: Room
  3803, 38/F, Lei Ting Hse, Lei On Court, Lam Tin, Kowloon

  Fax: (86)
  755-8328-2919

  Email:
  andrew.chen@trony.com

  	
   

  	
  2,772,871

  



 

















 


SCHEDULE 2


 


SCHEDULE OF SERIES A SHAREHOLDERS


 


	
  Name

  	
   

  	
  # of Series A Preferred Shares

  
	
   

  	
   

  	
   

  
	
  JPMorgan Special
  Situations (Mauritius) Limited

  Global Special Opportunities Group Middle Office

  Attention: Angelica Siu / Tina Xu

  26/F Chater House

  8 Connaught Road

  Central, Hong Kong

  Email: gsog-mo@jpmorgan.com

  Tel: (852) 2800-7128 / 8761

  Fax: (852)
  2800-4613

  	
   

  	
  3,348,439

  
	
   

  	
   

  	
   

  
	
  Intel Capital
  Corporation

  c/o Intel Semiconductor Ltd.

  32/F, Two
  Pacific Place

  88 Queensway,
  Central

  Hong Kong

  Attention: APAC
  Portfolio Management

  Fax: +852 2240-3775

  	
   

  	
  2,678,752

  



 

















 


SCHEDULE 3


 


PERSONS TO WHOM THE COMPANY HAS INCURRED INDEBTEDNESS


 


	
  Name

  	
   

  	
  Loan

  
	
  Jinjiang City Weili Weaving Manufacturing Industry

  (晋江市威立织造实业有限公司)

  	
   

  	
  RMB305 million loan with a term of two years from
  April 10, 2008 to April 10, 2010

  



 

















 


EXHIBIT A


 


[Must
be signed by an authorized representative of the Company]


 


PFIC
ANNUAL INFORMATION STATEMENT


 


 


PFIC Annual Information
Statement pursuant to U.S. Treasury Regulation § 1.1295-1(g).


 


                                     (the
“Company”) hereby represents that:


 


1.                         This PFIC
Annual Information Statement applies to the Company’s taxable year beginning on
                
and ending on                 .


 


2.                         The pro rata
shares of the Company’s ordinary earnings and net capital gain attributable to
the U.S. Shareholder (directly or indirectly through any other entity that
holds the investment in the Company) for the taxable year specified in paragraph
(1) are:


 


Ordinary Earnings:  $


 


Net Capital Gain:  $


 


3.                         The amount of
cash and the fair market value of other property distributed or deemed
distributed by the Company to the U.S. Shareholder during the taxable year
specified in paragraph (1) are as follows:


 


Cash:  $


 


Fair Market Value of
Property:  $


 


4.                         The Company will permit the U.S.
Shareholder to inspect the Company’s permanent books of account, records, and
such other documents as may be maintained by the Company that are necessary to
establish that the Company’s ordinary earnings and net capital gain are
computed in accordance with US Federal income tax principles, and to verify
these amounts and the U.S. Shareholders direct or indirect pro rata shares
thereof; provided, that a Company representative shall, at the Company’s
option, accompany the Investors on any such inspection.


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Date: