Exhibit 10.19


 


CONFORMED COPY


 


DEED OF SHARE CHARGE


 


BY:


 


LAKES INVEST LIMITED


 


(as Chargor)


 


AND


 


TRONY SOLAR HOLDINGS COMPANY
LIMITED


 


(as the Company)


 


IN FAVOUR OF:


 


ICBC INTERNATIONAL FINANCE LTD.


 


(as
Chargee)


 

















 


THIS SHARE CHARGE (this “Charge”)
is made on 12th October 2009


 


BY:


 


(1)         LAKES INVEST LIMITED,  a company organized and
existing under the laws of the British Virgin Islands and having its
registered office at Commonwealth Trust Limited,
Drake Chamber, Road Town, Tortola, British Virgin Islands (the “Chargor”);


 


(2)         TRONY SOLAR HOLDINGS COMPANY
LIMITED, an exempted limited liability company organized under the laws of the
Cayman Islands with registered number 170103 and having its
registered office at Offshore Incorporations
(Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town,
Grand Cayman, Cayman Islands (the “Company”); and


 


IN FAVOUR OF:


 


(3)         ICBC INTERNATIONAL FINANCE LTD., a company
incorporated under the laws of Hong Kong and having its
registered office at 17/F & 18/F 3 Pacific Place, Hong Kong (the “Chargee”)


 


WHEREAS:


 


(A)       Pursuant to a Loan Agreement
dated October 2, 2009 (the “Loan Agreement”) made among the Company and
the Chargee, the Chargee will make available to the Chargor a loan of up to
US$30,000,000 (the “Loan”).


 


(B)        It is a condition precedent
to the Chargee making the Loan under the Loan Agreement that the Chargor shall
execute this Charge in favour of the Chargee and the same is executed by the
Chargor in consideration of the Chargee agreeing to make the Loan to the
Chargor and for other good and valuable consideration (the sufficiency of which
the Chargor hereby acknowledges).


 


NOW THIS CHARGE
WITNESSES as follows:


 


1           INTERPRETATION


 


1.1        Unless otherwise defined herein, terms
defined in the Loan Agreement and used herein shall have the meanings given to
them in the Loan Agreement and the following words and expressions shall have
the following meanings:


 


	
  “Charge”

  	
   

  	
  means
  this Charge;

  



 

















 


	
  “Charged Property”

  	
   

  	
  means all of the Charged
  Shares and all dividends or other distributions, interest and other moneys
  paid or payable after the date hereof in connection therewith and all
  interests in and all rights accruing at any time to or in respect of all or
  any of the Charged Shares and all and any other property that may at any time
  be received or receivable by or otherwise distributed to the Chargor in
  respect of or in substitution for, or in addition to, or in exchange for, or
  on account of, any of the foregoing, including, without limitation, any
  shares or other securities resulting from the division, consolidation,
  change, conversion or reclassification of any of the Charged Shares, or the
  reorganization or amalgamation of the Company with any other body corporate,
  or the occurrence of any event which results in the substitution or exchange
  of the Charged Shares;

  
	
   

  	
   

  	
   

  
	
  “Charged
  Shares”

  	
   

  	
  means
  15,904,078 ordinary shares of the Company registered in the name of the
  Chargor, representing 15% of the issued authorised share capital of the
  Company on the date of this Charge, as such number and percentage may be
  reduced pursuant to clause 4.7;

  
	
   

  	
   

  	
   

  
	
  “Company”

  	
   

  	
  means
  TRONY SOLAR HOLDINGS COMPANY LIMITED, an exempted limited liability company
  organized under the laws of the Cayman Islands with registered number 170103
  and having its registered office at Offshore Incorporations (Cayman) Limited,
  Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman,
  Cayman Islands

  
	
   

  	
   

  	
   

  
	
  “Enforcement
  Event”

  	
   

  	
  means
  an Event of Default has occurred and is continuing under the Loan Agreement
  and the Chargee has taken action (or acceleration occurs without action of
  Bank) under Section 6.2(b) of the Loan Agreement;

  
	
   

  	
   

  	
   

  
	
  “Governmental
  Authority”

  	
   

  	
  means
  any federal, state, local or other governmental department, commission,
  board, bureau, agency, central bank, court, tribunal or other instrumentality
  or authority, domestic or foreign, exercising executive, legislative,
  judicial, regulatory or administrative functions of or pertaining to
  government;

  



 


 


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  “Parties”

  	
   

  	
  means
  the parties to this Charge collectively; “Party” means any one of them;

  
	
   

  	
   

  	
   

  
	
  “Permitted
  Liens”

  	
   

  	
  means
  (a) Security Interests securing the payment of taxes, either not yet due
  or the validity of which is being contested in good faith by appropriate
  proceedings, (b) other Security Interests which arise by operation of
  law, and not as a result of any default (provided that such liens do not
  materially interfere with Borrower’s use of the Charged Property, materially
  lessen the value of the Charged Property or materially impair Chargee’s lien
  in the Charged Property), and (c) Security Interests in favor of
  Chargee.

  
	
   

  	
   

  	
   

  
	
  “Secured
  Obligations”(1)

  	
   

  	
  means
  the due and punctual payment and performance of all unpaid principal of and
  interest on the Loan and all other obligations and liabilities of Borrower to
  Chargee, whether direct or indirect, absolute or contingent, due or to become
  due, or now existing or hereafter incurred, which may arise under, out of, or
  in connection with, the Loan Agreement, whether on account of principal,
  interest, indemnities, costs, expenses or otherwise.

  
	
   

  	
   

  	
   

  
	
  “Security
  Interest”

  	
   

  	
  means
  any charge, mortgage, pledge, lien, security interest or other similar
  encumbrance; and

  
	
   

  	
   

  	
   

  
	
  “Security
  Period”

  	
   

  	
  means
  the period commencing on the date of execution of this Charge and terminating
  upon the earlier of payment or discharge in full of the Secured Obligations
  (other than Secured Obligations consisting of contingent indemnification
  obligations for which no claim has been made), as such period may be
  reinstated pursuant to clause 4.8.

  



 


1.2        In this Charge unless the context
otherwise requires:


 


1.2.1        references
to statutory provisions shall be construed as references to those provisions as
amended or re-enacted or as their application is modified by other provisions
from time to time and shall include references to any provisions of which they
are re-enactments (whether with or without modification);


 


1.2.2        references
to clauses and schedules are references to clauses hereof and schedules hereto;
references to sub-clauses or paragraphs are, unless otherwise stated, 


 


3

















 


references to sub-clauses of the clauses hereof or
paragraphs of the schedule in which the reference appears;


 


1.2.3        references
to the singular shall include the plural and vice versa and references to the
masculine shall include the feminine and/or neuter and vice versa;


 


1.2.4        references
to persons shall include companies, partnerships, associations and bodies of
persons, whether incorporated or unincorporated;


 


1.2.5        references
to assets include property, rights and assets of every description; and


 


1.2.6        references
to any document are to be construed as references to such document as amended,
restated, supplemented or otherwise modified, extended or renewed from time to
time.


 


1.3        The Schedules are part of this Charge and
shall have effect accordingly.


 


2           CHARGOR’S
REPRESENTATIONS AND WARRANTIES


 


The Chargor hereby represents and warrants to the
Chargee that:


 


2.1        the Chargor is a company duly
incorporated and in good standing under the laws of the British Virgin Islands;


 


2.2        the Chargor is the legal and beneficial
owner of all of the Charged Property free from any Security Interest except for
Permitted Liens;


 


2.3        the Chargor has full power and authority (i) to
be the legal and beneficial owner of the Charged Property, (ii) to execute
and deliver this Charge and (iii) to comply with the provisions of, and
perform all its obligations under, this Charge;


 


2.4        this Charge constitutes the Chargor’s
legal, valid and binding obligations enforceable against the Chargor in
accordance with its terms except as such enforcement may be limited by any
relevant bankruptcy, insolvency, administration or similar laws affecting
creditors’ rights generally;


 


2.5        the entry into and performance by the
Chargor of this Charge does not violate (i) any law or regulation of any
Governmental Authority, or (ii) any material agreement, contract or other
undertaking to which the Chargor is a party or which is binding upon the
Chargor; and


 


2.6        all consents, licences, approvals and
authorisations required in connection with the entry into, performance,
validity and enforceability of this Charge by or against the Chargor have been
obtained and are in full force and effect.


 


3           CHARGOR’S COVENANTS


 


The Chargor hereby covenants with the Chargee:


 


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3.1        to pay all amounts, interests, expenses,
claims, liabilities, losses, costs, duties, fees, charges or other moneys as
are stated in this Charge to be payable by the Chargor or to be recoverable
from the Chargor by the Chargee at the times and in the manner specified in
this Charge;


 


3.2        that the Chargor will promptly following
the reasonable request of the Chargee, execute and deliver to the Chargee or to
such person or persons as the Chargee may nominate such additional charge or
charges of the Charged Property (or any part thereof) for the purpose of
further securing the payment and discharge of all Secured Obligations, each
such additional charge to be in such form as the Chargee may reasonably
require.


 


3.3        that the Chargor will not without the
prior written consent of the Chargee:


 


3.3.1        permit
the transfer of the Charged Shares to any person other than the Chargor, the
Chargee or any transferee nominated by the Chargee on enforcement of this
Charge; or


 


3.3.2        vote
in favor of varying any of the rights attaching to the Charged Shares which
would reasonably be expected to have a material adverse effect on the rights of
the Chargee hereunder.


 


4           SECURITY


 


4.1        In consideration of the Chargee making the Loan to the
Company and as a continuing security for the Secured Obligations, the Chargor
as legal and beneficial owner of the Charged Property hereby charges to the
Chargee by way of a first fixed charge all of the right, title and interest in
and to the Charged Property including all benefits present and future, actual
and contingent, accruing in respect of the Charged Property and all the Chargor’s
right, title and interest to and in the Charged Property.


 


4.2        The Chargor hereby agrees to deliver, or cause to be
delivered no later than the Borrowing Date, to the Chargee:


 


4.2.1        duly
executed undated share transfers in respect of the Charged Shares in favour of
the Chargee or its nominees substantially in the form set out in  Schedule 1;


 


4.2.2        all
share certificates representing the Charged Shares and a certified copy of the
register of members of the Company; and


 


4.2.3        an
undertaking from the Company to register transfers of the Charged Shares to the
Chargee or its nominee in the form set out in Schedule
2.


 


In
addition, the Chargor will deliver, or cause to be delivered, to the Chargee
within 10 Business Days of the issue of any further Charged Shares, the items
listed in Clauses 4.2.1, 4.2.2, and 4.2.3 in respect of all such further
Charged Shares.


 


4.3        The Chargor shall:


 


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4.3.1        promptly
following the execution of this Charge, instruct its registered agent to create
and maintain a Register of Charges for the Chargor in accordance with Section 162
of the Business Companies Act 2004 of the British Virgin Islands (the “Register
of Charges”) and to enter particulars of the security interests created pursuant
to this Charge in the Register of Charges, and the Chargor shall instruct its
registered agent to effect registration of this Charge at the Registry of
Corporate Affairs pursuant to Section 163 of the Business Companies Act
2004 of the British Virgin Islands;


 


4.3.2        deliver
or procure to be delivered to the Chargee or its advisers a certified copy of
the updated Register of Charges and a confirmation from the registered agent of
the Chargor in writing that such Register of Charges has been filed with the Registry
of Corporate Affairs; and


 


4.3.3        within eighteen (18) days from the Borrowing Date,
deliver or procure to be delivered to the Chargee or its advisers the
certificate of registration issued by the Registrar of Corporate Affairs.


 


4.4        The Chargor hereby covenants that during the Security
Period it will remain the legal and the beneficial owner of the Charged
Property (subject only to Permitted Liens) and that it will not:


 


4.4.1        create
or suffer the creation or existence of any Security Interests (other than
Permitted Liens) on or in respect of the whole of any part of the Charged
Property or any of its interest therein; or


 


4.4.2        sell,
assign, transfer or otherwise dispose of any of its interest in the Charged
Property (other than with respect to the dividend or distribution payments
described in Clause 5.1.2);


 


in any such case without the prior consent in writing
of the Chargee.


 


4.5        The Chargor shall remain liable to perform all the
obligations assumed by it in relation to the Charged Property and the Chargee
shall be under no obligation of any kind whatsoever in respect thereof or be
under any liability whatsoever in the event of any failure by the Chargor to
perform its obligations in respect thereof.


 


4.6        Automatically upon the expiration of the Security
Period, this Charge and the Security Interest created hereunder shall terminate
and be of no force and effect, and following a written request therefor from
the Chargor, the Chargee will do such acts as may be necessary to evidence the
release of the security constituted by this Charge.


 


4.7        In the event that Borrower is unable to borrow
$10,000,000 of the Loan due to failure to comply with the conditions precedent
set forth in Sections 3.2 and 3.3 of the Loan Agreement (rather than a
unilateral decision by Borrower that it does not wish to borrow such
$10,000,000 portion)), the Charge and Security Interest created hereunder shall
automatically terminate with respect to one third of the Charged Shares, and
following a 


 


6

















 


written request therefor from the Chargor, the Chargee
will do such acts as may be necessary to evidence such partial release of the
security constituted by this Charge.


 


4.8        Chargor agrees that, if any
payment made by Chargor or any other Person and applied to the Secured
Obligations is at any time annulled, avoided, set aside, rescinded,
invalidated, declared to be fraudulent or preferential or otherwise required to
be refunded or repaid, or the proceeds of any Charged Property are required to
be returned by Chargee to Chargor, its estate, trustee, receiver or any other
party, under any bankruptcy law, state or federal law, common law or equitable
cause, then, to the extent of such payment or repayment, any Lien or other
Charged Property securing such liability shall be and remain in full force and
effect, as fully as if such payment had never been made.  If, prior to any of the foregoing, any Lien
or other collateral securing Chargor’s liability hereunder shall have been
released or terminated by virtue of the foregoing, such Lien, other collateral
or provision shall be reinstated in full force and effect and such prior
release, termination, cancellation or surrender shall not diminish, release,
discharge, impair or otherwise affect the obligations of Chargor in respect of
any Lien or other collateral securing such obligation or the amount of such
payment.


 


5           DEALINGS WITH CHARGED
PROPERTY


 


5.1        Unless and until an Enforcement Event has occurred:


 


5.1.1        the
Chargor shall be entitled to exercise all voting and/or consensual powers
pertaining to the Charged Property or any part thereof for all purposes not
inconsistent with the terms of this Charge;


 


5.1.2        the
Chargor shall be entitled to receive and retain any dividends, distributions,
interest or other moneys or assets accruing on or in respect of the Charged
Property or any part thereof; and


 


5.1.3        the
Chargor shall be entitled to receive all notices pertaining to the Charged
Shares.


 


5.2        The Chargor shall pay all calls, instalments or other
payments, and shall discharge all other obligations, which may become due in
respect of any of the Charged Property and following an Enforcement Event or
Chargor’s failure to make such payments or discharge such obligations, the
Chargee may if it thinks fit make such payments or discharge such obligations
on behalf of the Chargor.  Any sums so
paid by the Chargee in respect thereof shall be repayable on demand and pending
such repayment shall constitute part of the Secured Obligations.


 


5.3        The Chargor hereby authorises the Chargee to arrange
at any time and from time to time after the occurrence of an Enforcement Event
for the Charged Property or any part thereof to be registered in the name of
the Chargee (or its nominee) thereupon to be held as so registered subject to
the terms of this Charge.


 


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6           PRESERVATION OF
SECURITY


 


6.1        It is hereby agreed and declared that:


 


6.1.1        the
security created by this Charge shall be held by the Chargee as a continuing security
for the payment and discharge of the Secured Obligations and the security so
created shall not be satisfied by any intermediate payment or satisfaction of
any part of the Secured Obligations;


 


6.1.2        the
Chargee shall not be bound to enforce any other security before enforcing the
security created by this Charge;


 


6.1.3        no
delay or omission on the part of the Chargee in exercising any right, power or
remedy under this Charge shall impair such right, power or remedy or be
construed as a waiver thereof nor shall any single or partial exercise of any
such right, power or remedy preclude any further exercise thereof or the
exercise of any other right, power or remedy. 
The rights, powers and remedies herein provided are cumulative and not
exclusive of any rights, powers and remedies provided by law and may be
exercised from time to time and as often as the Chargee may deem expedient;


 


6.1.4        any
waiver by the Chargee of any terms of this Charge shall only be effective if
given in writing and then only for the purpose and upon the terms for which it
is given;


 


6.1.5        until
the Secured Obligations have been unconditionally and irrevocably satisfied and
discharged in full, the Chargor shall not by virtue of any payment made
hereunder on account of the Secured Obligations or by virtue of any enforcement
by the Chargee of its rights under, or the security constituted by, this Charge
or by virtue of any relationship between or transaction involving, the Chargor
and the Company (whether such relationship or transaction shall constitute the
Chargor a creditor of the Company, a guarantor of the obligations of the
Company or a party subrogated to the rights of others against the Company or
otherwise howsoever and whether or not such relationship or transaction shall be
related to, or in connection with, the subject matter of this Charge):


 


(a)                                  exercise any rights of subrogation in
relation to any rights, security or moneys held or received or receivable by
the Chargee or any person;


 


(b)                                 exercise any right of contribution from
any co-surety liable in respect of such moneys and liabilities under any other
guarantee, security or agreement;


 


(c)                                  exercise any right of set-off or
counterclaim against the Company or any such co-surety;


 


(d)                                 receive, claim or have the benefit of any
payment, distribution, security or indemnity from the Company or any such
co-surety; or


 


8

















 


(e)                                  unless so directed by the Chargee (when
the Chargor will prove in accordance with such directions), claim as a creditor
of the Company or any such co-surety in competition with the Chargee.


 


6.1.6        The
Chargor shall hold in trust for the Chargee and forthwith pay or transfer (as
appropriate) to the Chargee any such payment (including an amount equal to any
such set-off), distribution or benefit of such security, indemnity or claim in
fact received by it.


 


6.2        Any settlement or discharge under this Charge between
the Chargee, the Company and the Chargor shall be conditional upon no security
or payment to the Chargee by the Company or the Chargor or any other person
being avoided or set-aside or ordered to be refunded or reduced by virtue of
any provision or enactment relating to bankruptcy, insolvency, administration
or liquidation for the time being in force and, if such condition is not
satisfied, the Chargee shall be entitled to recover from the Chargor on demand
the value of such security or the amount of any such payment as if such
settlement or discharge had not occurred.


 


6.3        In the event that the ordinary shares of the Company
registered in the name of the Chargor at the date of this Charge are subdivided
(by share dividend, share split or otherwise) into a greater number of ordinary
shares, the Chargor shall pledge such number of additional ordinary shares as
is required to cause the number of shares representing the Charged Shares to
remain equal to 15% of the issued authorised share capital of the Company
following such subdivision. In the event that the ordinary share of the Company
registered in the name of the Chargor at the date of this Charge are combined
or consolidated, by reclassification or otherwise, into a lesser number of
ordinary shares, the charge created hereunder shall automatically be released
with respect to the number of shares representing more than 15% of the issued
authorised share capital of the Company following such combination or
consolidation and the Chargee will execute and deliver to the Chargor evidence
of such release.


 


7           ENFORCEMENT OF
SECURITY


 


7.1        Upon the occurrence of an Enforcement Event, the
Security Interest hereby constituted shall become immediately enforceable upon
notice to the Chargor by the Chargee and the Chargee, at any time thereafter,
without further notice to or consultation with or consent of the Company or the
Chargor may:


 


7.1.1        solely
and exclusively exercise all voting and/or consensual powers pertaining to the
Charged Property or any part thereof and may exercise such powers in such
manner as such Chargee may think fit;


 


7.1.2        receive
and retain all dividends, interest, distributions or other moneys or assets
accruing on or in respect of the Charged Property or any part thereof, such
dividends, interest, distributions or other moneys or assets to be held by the
Chargee, until applied in the manner described in Clause 7.3, as additional security charged under and subject
to the terms of this Charge and any such


 


9














 


dividends, interest, distributions or other moneys or
assets received by the Chargor after such time shall be held in trust by the
Chargor for the Chargee and paid or transferred to the Chargee on demand;


 


7.1.3        appoint by instrument any person to be a receiver
of the Charged Property (the “Receiver”) and remove any Receiver so appointed
and appoint another in his stead;


 


7.1.4        sell, transfer, grant options over or otherwise
dispose of the Charged Property or any part thereof at such place and in such
manner and at such price or prices as the Chargee may deem fit, and thereupon
the Chargee shall have the right to deliver, assign and transfer in accordance
therewith the Charged Property so sold, transferred, granted options over or
otherwise disposed of; and/or


 


7.1.5        complete any undated blank share transfer forms
of all or any part of the Charged Property by dating the same and/or inserting
its name or the name of its nominee as transferee.


 


7.2           Upon
any sale by the Chargee of the Charged Property or any part thereof following
an Enforcement Event, the purchaser shall not be bound to see or enquire
whether the Chargee’s power of sale has become exercisable in the manner
provided in this Charge and the sale shall be deemed to be within the power of
the Chargee, and the receipt of the Chargee for the purchase money shall
effectively discharge the purchaser who shall not be concerned with the manner
of application of the proceeds of sale or be in any way answerable therefor.


 


7.3           All
moneys received by the Chargee pursuant to this Charge shall be held by it upon
trust in the first place to pay or make good all such reasonable expenses,
liabilities, losses, costs, duties, fees, charges or other moneys whatsoever as
may have been paid or incurred by the Chargee in exercising any of the powers
specified or otherwise referred to in this Charge and the balance shall be
applied in the following manner:


 


7.3.1        FIRSTLY: 
in or towards satisfaction of any amounts in respect of the balance of
the Secured Obligations as are then accrued due and payable or are then due and
payable by virtue of payment demanded, in such order or application as the
Chargee shall think fit;


 


7.3.2        SECONDLY: 
the surplus (if any) shall be promptly paid to the Chargor or to
whosoever else may be entitled thereto.


 


7.4           Neither
the Chargee nor its agents, managers, officers, employees, delegates or
advisers shall be liable for any claim, demand, liability, loss, damage, cost
or expense incurred or arising in connection with the exercise or purported exercise
of any rights, powers and discretions hereunder in the absence of fraud or
dishonesty; however, in no event shall the Chargee be liable for consequential,
special, indirect or punitive damages.


 


7.5           The
Chargee shall not by reason of the taking of possession of the whole or any
part of the Charged Property or any part thereof be liable to account as
mortgagee-in-possession 


 


10

















 


or for anything except actual receipts or be liable for any loss upon realisation
or for any default or omission for which a mortgagee-in-possession might be
liable.


 


7.6           Following
an Enforcement Event, the Chargee shall be entitled to exercise such power of
sale in such manner and at such time or times and for such consideration
(whether payable immediately or by installments) as it, in its absolute
discretion, thinks fit.


 


7.7           The
Chargor and the Company shall not have any claim against the Chargee or its
nominee in respect of any loss arising out of any such sale or any postponement
of sale howsoever caused, and whether or not a better price could or might have
been obtained upon the sale of the Charged Shares (or any of them) by deferring
or advancing the date of such sale or otherwise howsoever.


 


7.8           In
addition to all other rights or powers vested in the Chargee hereunder or by
statute or otherwise, upon the occurrence of an Enforcement Event the Receiver
may take such action in relation to the enforcement of this Charge to:


 


7.8.1        take possession of, redeem, collect and get in
all or any part of the Charged Property;


 


7.8.2        raise or borrow money and grant security
therefor over all or any part of the Charged Property;


 


7.8.3        appoint an attorney or accountant or other
professionally qualified person to assist him in the performance of his
functions,


 


7.8.4        do all acts and to execute in the name and on
behalf of the Chargor any document or deed in respect of all or any part of the
Charged Property;


 


7.8.5        in the name of the Chargor or in his own name,
bring, prosecute, enforce, defend and abandon applications, claims, disputes,
actions, suits and proceedings in connection with all or any part of the
Charged Property and to submit to arbitration, negotiate, compromise and settle
any such applications, claims, disputes, actions, suits or proceedings;


 


7.8.6        sell, call in, collect and convert to money the
Charged Property or any of it at such place and in such manner and at such
price or prices as he shall think fit;


 


7.8.7        exercise any powers, discretion, voting or
other rights or entitlements in relation to the Charged Property and generally
to carry out any other action which he may in his sole discretion deem
appropriate in relation to the enforcement of this Charge;


 


7.8.8        make any arrangement or compromise which he
shall think expedient; and


 


7.8.9        do all such other acts and things as may be
considered to be incidental or conducive to any of the matters or powers
aforesaid and which the Receiver lawfully may or can do as agent for the
Chargor.


 


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8              FURTHER ASSURANCES


 


8.1           The
Chargor and the Company shall execute and do all such assurances, acts and
things as the Chargee in its reasonable discretion may require for:


 


8.1.1        perfecting, protecting or ensuring the priority
of the Security Interest hereby created (or intended to be created);


 


8.1.2        preserving or protecting any of the rights of
the Chargee under this Charge;


 


8.1.3        ensuring that the security constituted by this
Charge and the covenants and obligations of the Chargor under this Charge shall
inure to the benefit of any assignee or assignees of the Chargee;


 


8.1.4        facilitating the appropriation or realisation
of the Charged Property or any part thereof following an Enforcement Event; or


 


8.1.5        exercising any power, authority or discretion
vested in the Chargee under this Charge following an Enforcement Event,


 


in any
such case forthwith upon reasonable demand by the Chargee.


 


8.2           Following
an Enforcement Event, the Chargor and the Company shall provide such assurances
and do all acts and things the Receiver may reasonably require for the purpose
of exercising the powers (or giving effect to the exercise of the powers)
conferred on the Receiver hereunder.


 


8.3           The
Company shall, within 10 Business Days after the Borrowing Date, procure that
the following notation be entered on the Register of Members of the Company:


 


“The
15,904,078 ordinary shares of US$0.0001 par value issued as fully paid up is
charged in favour of ICBC International Finance Ltd. pursuant to a Share Charge
dated 12th October, 2009, as amended from time to time.”


 


9              INDEMNITIES


 


9.1           The
Chargor will indemnify and save harmless the Chargee, the Receiver and each
agent or attorney appointed under or pursuant to this Charge from and against
any and all expenses, claims, liabilities, losses, taxes, costs, duties, fees
and charges properly and reasonably suffered, incurred or made by the Chargee,
the Receiver or such agent or attorney:


 


9.1.1        in the exercise or purported exercise of any
rights, powers or discretions vested in them pursuant to this Charge;


 


9.1.2        in the preservation or enforcement of the
Chargee’s rights under this Charge or the priority thereof;


 


12

















 


9.1.3        on the release of any part of the Charged Property
from the security created by this Charge; or


 


9.1.4        otherwise
as a result of the execution and delivery of, or performance of rights and
obligations under, this Charge,


 


and
the Chargee, the Receiver or such agent or attorney may retain and pay all sums
in respect of the same out of money received under the powers conferred by this
Charge.  All amounts recoverable by the
Chargee, the Receiver or such agent or attorney or any of them shall be
recoverable on a full indemnity basis.


 


9.2           If,
under any applicable law or regulation, and whether pursuant to a judgment
being made or registered against the Chargor or the bankruptcy or liquidation
of the Chargor or for any other reason any payment under or in connection with
this Charge is made or falls to be satisfied in a currency (the “Payment
Currency”) other than the currency in which such payment is due under or in
connection with this Charge (the “Contractual Currency”), then to the extent
that the amount of such payment actually received by the Chargee when converted
into the Contractual Currency at the rate of exchange falls short of the amount
due under or in connection with this Charge, the Chargor, as a separate and
independent obligation, shall indemnify and hold harmless the Chargee against
the amount of such shortfall. For the purposes of this clause, “rate of
exchange” means the rate at which the Chargee is able on or about the date of
such payment to purchase the Contractual Currency with the Payment Currency and
shall take into account any premium and other costs of exchange with respect
thereto.


 


10           POWER OF ATTORNEY


 


10.1         The
Chargor, by way of continuing security and in order more fully to secure the
performance of its obligations hereunder, pursuant to the Power of Attorney Law
(1996 Revision) hereby irrevocably appoints the Chargee and the persons
deriving title under it jointly and also severally to be its attorney:


 


10.1.1      to execute and complete in favour of the Chargee
or its nominees or of any purchaser any documents which the Chargee may from
time to time require for perfecting its title to or for vesting any of the
assets and property hereby charged or assigned in the Chargee or its nominees
or in any purchaser and to give effectual discharges for payments;


 


10.1.2      to take and institute on non-payment all steps
and proceedings in the name of the Chargor or of the Chargee for the recovery
of such moneys, property and assets hereby charged and to agree accounts;


 


10.1.3      to make allowances and give time or other
indulgence to any surety or other person liable; and


 


10.1.4      to sign, execute, seal and deliver and otherwise
perfect and do any such legal assignments and other assurances, charges,
authorities and documents over the moneys, property and assets hereby charged,
and all such deeds, instruments, acts 


 


13

















 


and things (including, without limitation, those
referred to in Clause 8) which may
be required for the full exercise of all or any of the powers conferred or which may be deemed proper on or in
connection with any of the purposes aforesaid.


 


10.2         The
Chargee agrees that the power conferred by this Clause 10
shall not be exercisable until the occurrence of an Enforcement Event.  Following an Enforcement Event, the power
hereby conferred shall be a general power of attorney and the Chargor hereby
ratifies and confirms and agrees to ratify and confirm any instrument, act or
thing which any such attorney may execute or do.  In relation to the power referred to herein,
the exercise by the Chargee of such power following an Enforcement Event shall
be conclusive evidence of its right to exercise the same.


 


11           NOTICES


 


Any notice required or permitted by this Charge shall
be in writing and shall be deemed sufficient upon delivery, when delivered personally
or by overnight courier or sent by email or by fax (upon customary confirmation
of receipt), or 48 hours after being deposited with an
internationally-recognized courier, with delivery fees prepaid, addressed to
the party to be notified at such party’s address as set forth below, or as
subsequently modified by written notice at least ten (10) days in advance.


 


Chargor


Lakes Invest Limited 

Commonwealth Trust Limited,

Drake Chambers, Road Town, Tortola,

British Virgin Islands

Facsimile: (86) 755-8328-2919

Email: chu.howard@trony.com

Email: andrew.chen@trony.com


 


with a
copy to:


 


Simpson
Thacher & Bartlett LLP

35/F ICBC Tower

3 Garden Road

Central, Hong Kong

Facsimile: +852-2869-7694

Attention: Sinead O’Shea

Email: soshea@stblaw.com


 


Chargee:


ICBC International Finance Ltd. 

17/F & 18/F Three Pacific Place


1
Queen’s Road East


Hong
Kong


 


14

















 


Facsimile:
+852-2683-3697

Attention: Zhang Heng/ Jimmy Zhu


Email:
jjmzhu@icbci.com.hk


 


12           ASSIGNMENTS


 


12.1         This
Charge shall be binding upon and shall inure to the benefit of the Chargor, the
Company and the Chargee and each of their respective successors and (subject as
hereinafter provided) assigns and references in this Charge to any of them
shall be construed accordingly.


 


12.2         The
Chargor or the Company may not assign or transfer all or any part of its rights
and/or obligations under this Charge.


 


12.3         The
Chargee may not assign or transfer all or any part of its rights or obligations
under this Charge to any assignee or transferee without the prior written
consent of the Chargor such consent not to be unreasonably withheld.


 


13           MISCELLANEOUS


 


13.1         If
any of the clauses, conditions, covenants or restrictions of this Charge or any
deed or document emanating from it shall be found to be void but would be valid
if some part thereof were deleted or modified, then such clause, condition,
covenant or restriction shall apply with such deletion or modification as may
be necessary to make it valid and effective.


 


13.2         This
Charge (together with any documents referred to herein) constitutes the whole
agreement between the Parties relating to its subject matter and no variations
hereof shall be effective unless made in writing and signed by each of the
Parties.


 


13.3         The
headings in this Charge are inserted for convenience only and shall not affect
the construction of this Charge.


 


13.4         This
Charge may be executed in counterparts each of which when executed and
delivered shall constitute an original but all such counterparts together shall
constitute one and the same instrument.


 


14           GOVERNING LAW AND JURISDICTION


 


This Charge shall be governed by and construed in
accordance with the laws of the Cayman Islands. 
Nothing in this clause shall affect the right of the Chargee to serve
process in any manner permitted by law or limit the right of the Chargee to
take proceedings with respect to this Charge against the Chargor in any
jurisdiction nor shall the taking of proceedings with respect to this Charge in
any jurisdiction preclude the Chargee from taking proceedings with respect to
this Charge in any other jurisdiction, whether concurrently or not.


 


15

















 


15           ARBITRATION


 


Any dispute,
controversy or claim arising out of or relating to this Charge, or the breach,
termination or invalidity thereof, shall be settled by arbitration in the Hong
Kong Special Administrative Region of the People’s Republic of China under the
Hong Kong International Arbitration Centre Administered Arbitration Rules (the
“Rules”) in force when the Notice of Arbitration (as defined by the Rules) is
submitted in accordance with these Rules. 
The number of arbitrators shall be three and the arbitration proceedings
shall be conducted in English.


 


16           OTHER REMEDIES


 


Upon the
occurrence of an Enforcement Event, in addition to the remedies available to
Chargee pursuant to the Loan Documents, Chargee may exercise any other remedies
with respect to the Charged Property as are available to a secured party under
applicable law.


 


17           SERVICE OF PROCESS


 


Chargor
hereby irrevocably designate and appoint Walkers Corporate Services Limited
(the “Chargor Process Agent”), as the authorized agent of the Chargor upon whom
process may be served in any such suit or proceeding, it being understood that
the designation and appointment of the Chargor Process Agent as such authorized
agent shall become effective immediately without any further action on the part
of the Chargor.  The Chargor hereby
represents that he/she/it has notified the Chargor Process Agent of such
designation and appointment and that the Chargor Process Agent has accepted the
same in writing.  The Chargor hereby
authorizes and directs the Chargor Process Agent to accept such service on
his/her/its behalf.  The above designation
and authorization of the Chargor Process Agent shall not be revoked without the
prior written consent of Chargee.  The
Chargor further agree that service of process upon the Chargor Process Agent
and written notice of said service to the Chargor mailed by prepaid registered
first class mail or delivered to the Chargor Process Agent at its principal
office shall be deemed in every respect effective service of process upon the
Chargor in any suit or proceeding.  Nothing
herein shall affect the right of any party hereto to serve process in any other
manner permitted by law.  The Chargor
further agree to take any and all action, including the execution and filing of
any and all such documents and instruments as may be necessary to continue such
designation and appointment of the Chargor Process Agent in full force and
effect so long as the Chargor have any outstanding obligations under this
Charge.


 


[Signature Page to Follow]


 


16

















 


IN WITNESS whereof the parties hereto have caused this
Charge to be duly executed as a deed as of the day and year first before
written.


 


	
  EXECUTED AS A DEED BY LAKES

  INVEST LIMITED:

  
	
   

  
	
  Authorised signatory:

  
	
  Li Yi

  
	
  Director

  
	
   

  
	
   

  
	
  Witness:

  
	
  Paula-Marie Mullan

  
	
  Address:

  
	
  35/F ICBC Tower

  
	
  8 Garden Road

  
	
  Hong Kong

  
	
  Occupation:

  
	
  Solicitor

  



 

















 


IN WITNESS whereof the parties hereto have caused this
Charge to be duly executed as a deed as of the day and year first before
written.


 


	
  EXECUTED AS A DEED BY TRONY

  SOLAR HOLDINGS COMPANY

  LIMITED:

  
	
   

  
	
  Authorised signatory:

  
	
  Li Yi

  
	
  Director

  
	
   

  
	
   

  
	
  Witness:

  
	
  Paula-Marie Mullan

  
	
  Address:

  
	
  35/F ICBC Tower

  
	
  8 Garden Road

  
	
  Hong Kong

  
	
  Occupation:

  
	
  Solicitor

  



 

















 


IN WITNESS whereof the parties hereto have caused this
Charge to be duly executed as a deed as of the day and year first before
written.


 


	
  EXECUTED AS A DEED BY ICBC

  INTERNATIONAL FINANCE, LTD.:

  
	
   

  
	
  Authorised signatory:

  
	
  Pan Fu Sheng

  
	
  Director

  
	
   

  
	
   

  
	
  Witness:

  
	
  Marco Wong

  
	
  Address:

  
	
  17/F&18F 3 Pacific Place

  
	
  Hong Kong

  
	
  Occupation:

  
	
  Finance

  



 

















 


SCHEDULE 1


 


SHARE TRANSFER FORM


 


Trony Solar
Holdings Company Limited

(the “Company”)


 


FOR
VALUE RECEIVED, Lakes Invest Limited (the “Transferor”) hereby transfers unto


 


of 
                                                                                  
(the “Transferee”)
                    
ordinary shares of the Company standing in Transferor’s name in the Register of
Members of Trony Solar Holdings Company Limited.


 


	
  Signed by the Transferor

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  in the presence of:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WITNESS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated this        day
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed by the Transferee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  in the presence of:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WITNESS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated this        day
  of

  	
   

  	
   

  



 





















 


SCHEDULE 2


 


COMPANY UNDERTAKING


 


We, Trony Solar Holdings Company Limited (the “Company”)
hereby irrevocably UNDERTAKE and COVENANT with
                                              
(the “Transferee”) to register or cause to be registered into the register of
members of the Company all transfers of Charged Shares submitted to the Company
for registration by the Transferee pursuant to the due exercise of rights under
the Share Charge (as defined below) on or after occurrence of an Event of
Default immediately after the submission of such transfers.


 


This Undertaking is given pursuant to Clause 4.2.3 of the Share Charge (the “Share
Charge”) dated
                    
among Lakes Invest Limited, the Company, the Transferee and other parties
thereto, and any capitalised terms used herein and not otherwise defined herein
shall have the meanings given such terms in the Share Charge.


 


	
  EXECUTED by

  	
  )

  	
   

  
	
  TRONY SOLAR HOLDINGS COMPANY LIMITED:

  	
  )

  	
  Duly Authorised Signatory

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  Name:

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
  Title:

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Occupation: