Exhibit
10.18


 


CONFORMED COPY


 


DATED 12TH OCTOBER 2009


 


 


TRONY SOLAR HOLDINGS COMPANY LIMITED


(as Chargor)


 


 


- and -


 


JPMORGAN SPECIAL SOLUTIONS (MAURITIUS) LIMITED


AND


INTEL  CAPITAL CORPORATION


(as Senior Chargees)


 


- and -


 


ICBC INTERNATIONAL FINANCE LTD


(as Junior Chargee)


 


 


AMENDMENT AND RESTATEMENT DEED RELATING


TO A SHARE CHARGE DATED 26 SEPTEMBER 2008


 

















 


THIS DEED is
made the 12th day of October 2009


 


BETWEEN:


 


(1)                                 TRONY SOLAR CAYMAN HOLDINGS
COMPANY LIMITED (the “Chargor”);


 


(2)                                 JPMORGAN SPECIAL SOLUTIONS
(MAURITIUS) LIMITED, and


 


(3)                                 INTEL CAPITAL CORPORATION
(the “Senior Chargees”); and


 


(4)                                 ICBC INTERNATIONAL FINANCE
LIMITED (the “Junior Chargee”).


 


WHEREAS:


 


(A)                             This Deed is supplemental to
the Original Hong Kong Share Charge.


 


(B)                               The Parties have agreed,
subject to the terms of this Deed, to make certain amendments to the Original
Hong Kong Share Charge.


 


IT IS
AGREED as follows:


 


1.                                      DEFINITIONS
AND INTERPRETATION


 


1.1                                Incorporation of defined terms:
Unless otherwise provided (including, without limitation, in the rest of this Section 1
or unless the context otherwise requires, all words and expressions defined in
the Original Hong Kong Share Charge shall have the same respective meanings in
this Deed. The rules of interpretation set out in the Original Hong Kong
Share Charge shall apply mutatis mutandis
to this Deed.


 


1.2                                Definitions: In
this Deed the following expressions shall have the following meanings:


 


“Amended
and Restated Hong Kong Share Charge” means
the Original Hong Kong Share Charge, as amended by
this Deed and in the form set out in the Appendix.


 


“Original
Hong Kong Share Charge” means the deed of
share charge over 1,325 of the ordinary shares of Grand Sun International
Investment Limited between Trony Solar Cayman Holdings Company Limited as
chargor and JPMorgan Special Situations (Mauritius) Limited and Intel Capital
Corporation as chargees, dated 26th September 2008.


 


“Effective
Date” means the date of this Deed.


 


“Party”
means a party to this Deed.


 


1.3                                Incorporation of terms: Section 1.2
(Interpretation)
of the Original Hong Kong Share Charge shall apply to this Deed as if it were
expressly set out in this Deed with the necessary changes being made and with
each reference in the Original Hong Kong 


 

















 


Share Charge to “this
Deed” (or to like references) being deemed to be a reference to this Deed.


 


2.                                      AMENDMENT
OF THE ORIGINAL HONG KONG SHARE CHARGE


 


On the Effective
Date and without affecting the Parties’ rights, obligations and liabilities
accrued prior thereto, the Original Hong Kong Share Charge shall be amended and
restated by the amendments as reflected in the Amended and Restated Hong Kong
Share Charge.


 


3.                                      CONSTRUCTION


 


3.1                                Subject
to Section 2 of this Deed, save for the amendments set out in the Amended
and Restated Hong Kong Share Charge and except where inconsistent with the
provisions of this Deed, all the terms and conditions, representations,
warranties, covenants and undertakings set forth in the Original Hong Kong
Share Charge are confirmed, shall be unchanged and shall remain in full force
and effect, valid, binding and subsisting in all respects. The Parties
acknowledge that the Original Hong Kong share charge shall not be discharged or
abrogated in any way as a consequence of the amendments made under this Deed,


 


3.2                                After
the Effective Date, the Original Hong Kong Share Charge and this Deed
(including the Amended and Restated Hong Kong Share Charge) shall be read and
construed as one document and references to the Original Hong Kong Share Charge
shall be read and construed as references to the Original Hong Kong Share
Charge as amended and restated by this Deed.


 


4.                                      AFFIRMATION
AND FURTHER ASSURANCE


 


4.1                                Each
Party confirms its knowledge and acceptance of the Amended and Restated Hong
Kong Share Charge with effect from the Effective Date; and


 


4.2                                The
Parties hereby agree that, with effect from the Effective Date, they and their
respective successors and assigns shall be bound by the terms of the Amended
and Restated Hong Kong Share Charge.


 


5.                                      COUNTERPARTS


 


This Deed may be executed in
any number of counterparts, each of which when executed and delivered shall be
an original, but all of which when taken together constitute a single
instrument.


 


6.                                      DISPUTES


 


Any dispute, controversy or difference arising out
of, in connection with or relating to this Deed, or the breach, termination or
invalidity thereof (a “Dispute”) shall be resolved by arbitration
pursuant to this Section 6. 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 


 


[SIGNATURE PAGE AMENDMENT AND RESTATEMENT DEED]


 

















 


practice law in Hong Kong. The language to be used
in arbitral proceedings shall be English. If the UNCITRAL Rules are in
conflict with the provisions of this Section 6 including the provisions
concerning the appointment of the arbitrator, the provisions of this Section 6
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 Deed and as the
arbitrator deems just and appropriate under the circumstances. Each party
hereto shall co-operate 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 arbitrator
shall, upon 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 co-operate and
use their best efforts to take all actions reasonably required to facilitate the
prompt enforcement in the PRC or 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.


 


7.                                      GOVERNING
LAW


 


This Deed shall be governed by and construed in accordance with the
laws of Hong Kong.


 


This
Deed has been entered into on the date stated at the beginning of this Deed.


 


[SIGNATURE
PAGE AMENDMENT AND RESTATEMENT DEED]


 

















 


EXECUTION
PAGES


 


IN WITNESS WHEREOF, this Deed has been executed on
the day and year first above written.


 


CHARGOR:


 


EXECUTED as a deed by


TRONY SOLAR HOLDINGS


COMPANY LIMITED


and signed by its duly authorized


representative Li Yi


in the presence of:


 


	
  Authorised
  representative:

  	
  Li
  Yi

  
	
   

  	
   

  
	
  Witness:

  	
  Huang
  Qun Mao

  



 


[SIGNATURE
PAGE AMENDMENT AND RESTATEMENT DEED]


 

















 


IN WITNESS WHEREOF, this Deed has been executed on
the day and year first above written.


 


A CHARGEE:


 


EXECUTED as a deed


By Nicholas Barnes


for and on behalf of


JPMORGAN SPECIAL


SITUATIONS (MAURITIUS) LIMITED


in the presence of:


 


	
  Authorised
  representative:

  	
  Nicholas
  Barnes

  
	
   

  	
   

  
	
  Witness:

  	
  Michael Openshaw

  



 


[SIGNATURE
PAGE AMENDMENT AND RESTATEMENT DEED]


 

















 


IN WITNESS WHEREOF, this Deed has been executed on the
day and year first above written.


 


A CHARGEE:


 


EXECUTED as a deed


By Michael J Scown


for and on behalf of


INTEL CAPITAL CORPORATION


in the presence of:


 


	
  Authorised
  representative:

  	
  Michael
  J Scown

  
	
   

  	
   

  
	
  Witness:

  	
  Mike Lam

  



 


[SIGNATURE
PAGE AMENDMENT AND RESTATEMENT DEED]


 

















 


IN WITNESS WHEREOF, this Deed has been executed on
the day and year first above written.


 


A CHARGEE


 


EXECUTED as a deed


By Pan Fu Sheng


for and on behalf of


ICBC INTERNATIONAL FINANCE LTD.


in the presence of:


 


	
  Authorised
  representative:

  	
  Pan
  Fu Sheng

  
	
   

  	
   

  
	
  Witness:

  	
  Marco Wong

  



 


[SIGNATURE
PAGE AMENDMENT AND RESTATEMENT DEED]


 

















 


APPENDIX


 


The
Amended and Restated Hong Kong Share Charge


 


2














 


CONFORMED
COPY


 


Dated the 26th day of September 2008


as amended and restated
on the 12th day of October 2009


 


 


 TRONY SOLAR HOLDINGS COMPANY LIMITED


 


(as Chargor)


 


and


 


JPMORGAN
SPECIAL SITUATIONS (MAURITIUS) LIMITED


 


 


AND


 


 


INTEL CAPITAL CORPORATION


 


 


AND


 


 


ICBC INTERNATIONAL FINANCE LTD.


 


(as Chargees)


 


 










 


SHARE CHARGE OVER


1,325 ORDINARY SHARES IN THE SHARE CAPITAL OF


GRAND SUN INTERNATIONAL INVESTMENT LIMITED


 










 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1

  	
  DEFINITIONS

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2

  	
  CHARGE

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3

  	
  FURTHER
  UNDERTAKINGS, REPRESENTATIONS AND WARRANTIES

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4

  	
  EXPENSES,
  STAMP DUTY AND INTEREST

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5

  	
  DISCHARGE
  OF SECURITY

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6

  	
  RIGHTS,
  AMENDMENTS, WAIVERS AND CONSENTS

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7

  	
  INDEMNITY

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8

  	
  POWER
  OF ATTORNEY

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9

  	
  NOTICES

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10

  	
  MISCELLANEOUS

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE A

  	
  FORM OF SHARE
  TRANSFER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE B

  	
  FORM OF REGISTER
  OF MORTGAGES AND CHARGES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE C

  	
  FORM OF COMPANY
  UNDERTAKING

  	
   

  	
   

  



 





















 


THIS SHARE CHARGE (this “Deed”) is made on September 26,
2008 as amended and restated on October 12, 2009


 


BY:


 


(1)                                TRONY SOLAR HOLDINGS COMPANY
LIMITED, a
limited liability company incorporated and existing under the laws of the
Cayman Islands with its registered office at Offshore
Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804,
George Town, Grand Cayman, Cayman Islands (the “Chargor”);


 


IN FAVOR OF:


 


(2)                                JPMORGAN SPECIAL SITUATIONS
(MAURITIUS) LIMITED,
a company incorporated under the laws of Mauritius and having its address at
Rogers House, 5 President John Kennedy Street, Port Louis, Mauritius;


 


(3)                                INTEL CAPITAL CORPORATION, a company incorporated under the laws of
the State of Delaware and having its address at 31/F, Two Pacific Place, 88
Queensway, Central, Hong Kong, and


 


(each of the above a “Senior Chargee” and
collectively the “Senior Chargees”)


 


(4)                                ICBC INTERNATIONAL FINANCE LTD, a company incorporated under the laws of
Hong Kong and having its address at 17/F & 18/F Three Pacific Place,
Hong Kong, (the “Junior Chargee”),


 


(each “Senior Chargee” and the “Junior
Chargee” being collectively the “Chargees”)


 


RECITALS:


 


(A)                    Pursuant to a Series A
Preferred Share Purchase Agreement dated September 26, 2008 (the “Share
Purchase Agreement”) made among the Chargor, the Company, the Senior
Chargees and certain other parties thereto, the Senior Chargees have purchased
certain numbers of Series A Convertible Redeemable Preferred Shares in the
aggregate principal amount of US$45,000,000 issued by the Chargor in accordance
with terms and conditions of the Share Purchase Agreement, the Investors’
Rights Agreement and the Restated Articles.


 


(B)                      Pursuant to a
Loan Agreement dated October 2, 2009 (the “Loan Agreement”) made
among Lakes Invest Limited (the “Parent”) and the Junior Chargee, the
Junior Chargee will make available to the Parent a loan of up to US$30,000,000
(the “Loan”). The Parent will on-lend the proceeds of the Loan to the
Chargor (the “Shareholder Loan”) in accordance with the terms of a
Shareholder Loan Agreement dated October 2, 2009 (the “Shareholder Loan
Agreement”).


 


(C)                      The Chargor is
the registered holder of 1,325 issued and outstanding ordinary shares
(collectively, the “Charged Shares”) of Grand Sun International Investment
Limited, a 


 


1





















 


company incorporated and
existing under the laws of Hong Kong (the “Company”), representing
13.25% of the issued and outstanding share capital of the Company as the date
hereof.


 


(D)                     As security for the Secured
Obligations, the Chargor has agreed to charge, inter alia, its interest in the
Charged Shares.


 


(E)                       It was a
condition precedent to the Senior Chargees purchasing the Series A Convertible Redeemable Preferred Shares
that the Chargor executed this Charge in its original form (the “Original
Charge”) in favour of the Senior Chargees and the same was executed by the
Chargor in consideration of the Senior Chargees agreeing to purchase the Series A Convertible Redeemable Preferred Shares
and for other good and valuable consideration (the sufficiency of which the
Chargor has acknowledged and hereby confirms).


 


(F)                       It is a
condition precedent to the Junior Chargee making the Loan under the Loan
Agreement that the Chargor shall execute this Charge (the “Amended and
Restated Charge”) and grant a second-ranking security interest in favour of
the Junior Chargee and the same is executed by the Chargor in consideration of
the Parent agreeing to on-lend the proceeds of the Loan under the terms of the
Shareholder Loan Agreement (the sufficiency of which the Chargor hereby
acknowledges).


 


NOW, THEREFORE, in consideration of the foregoing premises, which
are hereby incorporated into and made a part of the terms hereof, it is agreed
as follows:


 


SECTION 1

DEFINITIONS


 


1.1                               All capitalized terms not otherwise
defined in this Deed shall have the meanings attributed to such terms in the Share Purchase Agreement.  In
this Deed, unless the context otherwise requires, the following words and
expressions have the following meanings:


 


	
  “Business Day”

  	
   

  	
  means any day other
  than a Saturday, Sunday or a day that the banks in Hong Kong are required or authorised by law to be closed for
  business;

  
	
   

  	
   

  	
   

  
	
  “Charge”

  	
   

  	
  means the pledge and
  charge of the Charged Property granted and/or confirmed by the Chargor in
  favor of the Chargees pursuant to Section 2 or under the Original
  Charge;

  



 


2





















 


	
   

  	
   

  	
   

  
	
  “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, and, with regard to each
  Senior Chargee, a portion of the Charged Property ascribed to the number of
  Charged Shares in favor of such Senior Chargee, as applicable;

  
	
   

  	
   

  	
   

  
	
  “Charged Shares”

  	
   

  	
  means 1,325 ordinary
  shares of the Company registered in the name of the Chargor as legal and
  beneficial owner thereof, representing 13.25% of the issued share capital of
  the Company on the date of this Charge and, with regard to each Senior
  Chargee, 736 such ordinary share in favor of JPMorgan Special Situations
  (Mauritius) Limited, and 589 such ordinary share in favor of Intel Capital
  Corporation, as applicable;

  
	
   

  	
   

  	
   

  
	
  “Companies Law”

  	
   

  	
  means the Companies Law, Cap. 22 (Law 3
  of 1961, as consolidated and revised) of the Cayman Islands;

  
	
   

  	
   

  	
   

  
	
  “Companies Ordinance”

  	
   

  	
  means the Companies
  Ordinance (Cap. 32) of the Laws of Hong Kong;

  
	
   

  	
   

  	
   

  
	
  “Hong Kong”

  	
   

  	
  means the Hong Kong
  Special Administrative Region of the People’s Republic of China;

  
	
   

  	
   

  	
   

  
	
  “Investors’ Rights
  Agreement”

  	
   

  	
  means the Investors’
  Rights Agreement dated 28 September 2008 (as amended and restated from
  time to time) between, inter alia, Trony Solar Holdings Company Limited, Li
  Yi and the Investors and Ordinary Shareholders as defined 

  



 


3





















 


	
   

  	
   

  	
  therein;

  
	
   

  	
   

  	
   

  
	
  “Junior Discharge Date”

  	
   

  	
  means the date on which
  all of the Junior Secured Obligations have been satisfied, waived or
  terminated;

  
	
   

  	
   

  	
   

  
	
  “Junior Enforcement
  Event”

  	
   

  	
  means an Event of
  Default as defined in the Loan Agreement has occurred and is continuing under
  the Loan Agreement and the Junior Chargee has taken action under Clause
  6.2(b) of the Loan Agreement.

  
	
   

  	
   

  	
   

  
	
  “Junior Secured
  Obligations”

  	
   

  	
  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 the Parent to the
  Junior 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;

  
	
   

  	
   

  	
   

  
	
  “Parties”

  	
   

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

  
	
   

  	
   

  	
   

  
	
  “Restated Articles”

  	
   

  	
  means the Chargor’s
  Amended and Restated Memorandum and Articles of Association adopted at the
  closing of the Share Purchase Agreement, as amended and restated from time to
  time;

  
	
   

  	
   

  	
   

  
	
  “Secured Obligations”

  	
   

  	
  means the Junior
  Secured Obligations and the Senior Secured Obligations;

  
	
   

  	
   

  	
   

  
	
  “Security”

  	
   

  	
  means the Charged
  Shares and all of the Chargor’s right, title and interest thereto or therein;

  
	
   

  	
   

  	
   

  
	
  “Security Interest”

  	
   

  	
  means any charge,
  mortgage, pledge, lien, assignment,
  security interest
  or any other encumbrance, agreement, arrangement having a similar effect;

  
	
   

  	
   

  	
   

  
	
  “Senior Discharge Date”

  	
   

  	
  means the later of
  (i) the date on which all of the Senior Secured Obligations have been
  paid or discharged in full; or (ii) with regard to any Senior Chargee,
  when such Senior Chargee no longer holds any shares in the Chargor; or
  (iii) the date of expiry of any applicable period in accordance with 

  



 


4





















 


	
   

  	
   

  	
  Section 5.3(b);

  
	
   

  	
   

  	
   

  
	
  “Senior Enforcement
  Event”

  	
   

  	
  means a breach of the
  Senior Secured Obligations by the Chargor;

  
	
   

  	
   

  	
   

  
	
  “Senior Secured
  Obligations”

  	
   

  	
  means the obligations
  of performance of the Redemption Right (as defined in the Restated Articles)
  by the Chargor;

  
	
   

  	
   

  	
   

  
	
  “Share Purchase
  Agreement”

  	
   

  	
  means a series A
  preferred share purchase agreement dated 26 September 2008 made between,
  inter alia, the Chargor and the Senior Chargees.

  



 


1.2                               Interpretation.


 


(a)                                Directly or Indirectly.  The phrase “directly or indirectly”
means directly, or indirectly through one or more intermediate persons or
through contractual or other arrangements, and “direct or indirect” has
the correlative meaning.


 


(b)                               Gender and Number.  Unless the context otherwise requires, all
words (whether gender-specific or gender neutral) shall be deemed to include
each of the masculine, feminine and neuter genders, and words importing the
singular include the plural and vice versa.


 


(c)                                Headings.  Headings are included for convenience only
and shall not affect the construction of any provision of this Deed.


 


(d)                               Include but not limited
to.  “Include,” “including,”
“are inclusive of” and similar expressions are not expressions of
limitation and shall be construed as if followed by the words “without
limitation.”


 


(e)                                Law.  References to “law” shall include all
applicable laws, regulations, rules and orders of any Governmental
Authority,  securities exchange or other self-regulating
body, any common or customary law, constitution, code, ordinance, statute or
other legislative measure and any regulation, rule, treaty, order, decree or
judgment, and shall (except where the context requires) be deemed to include
any statutory re-enactment or statutory modification thereof having
substantially the same legal effect; and “lawful” shall be construed
accordingly.


 


(f)                                  References to Documents.  References to this Deed include the
Schedules, which form an integral part hereof. 
A reference to any Section or Schedule is, unless otherwise
specified, to such Section of, or Schedule to, this Deed.  The words “hereof,” “hereunder”
and “hereto,” and words of like import, unless
the context requires otherwise, refer to this Deed as a whole and
not to any particular Section hereof or Schedule hereto.  A reference to any document 


 


5





















 


(including
this Deed) is to that document as amended, consolidated, supplemented, novated
or replaced from time to time.


 


(g)                               Time.  If a period of time is specified and dates
from a given day or the day of a given act or event, such period shall be
calculated exclusive of that day.


 


(h)                               Writing and Written.  References to writing and written include any
mode of reproducing words in a legible and non-transitory form including emails
and faxes.


 


(i)                                   Language.  This Deed is
drawn up in the English language.  If
this Deed is translated into any language other than English, the English
language text shall prevail.


 


(j)                                   Legislation. 
References to a statute, an ordinance or any statutory provision include
a reference to it as from time to time amended, extended or re-enacted.


 


SECTION 2

CHARGE


 


2.1                               In consideration of the Senior Chargees
purchasing the Series A Convertible Redeemable Preferred Shares of the
Chargor and as a continuing security for the Senior Secured Obligations, the
Chargor as legal and beneficial owner of the Charged Property has charged
pursuant to the Original Charge to each Senior 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 subject to the provisions for release of this Deed set out below. The charge and the priority interest
created by the Original Charge in favour of the Senior Chargees remains in full
force and effect by way of continuing security subject to the provisions of
this Deed.


 


2.2                               In consideration of the Junior Chargee
lending to the Parent under the Loan Agreement and as a continuing security for
the Junior Secured Obligations, the Chargor as legal and beneficial owner of
the Charged Property hereby charges to the Junior Chargee by way of a second
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.


 


2.3                               (a)                                  The Chargor delivered or caused to be
delivered in connection with the   Original
Charge to the Senior Chargees:


 


(i)                                   all certificates representing the Charged
Shares to the Senior Chargees, accompanied by a certified copy of the register
of members of the Company and duly completed, executed and undated instruments
of transfer with the transferees left blank in substantially the form of Schedule
A;


 


6





















 


(ii)                                provided notification of this Deed to its
registered office in substantially the form of Schedule B; and


 


(iii)                             an undertaking from the Company to
register transfers of the Charged Shares to each Senior Chargee or its nominee
in substantially the form set out in Schedule C.


 


(b)                               If the Senior Discharge Date occurs prior
to the Junior Discharge Date and by such date ownership of the Charged Shares
has not been transferred to the Senior Chargees or its nominees:


 


(i)                                   the Senior Chargees shall following the
Senior Discharge Date deliver or cause to be delivered all certificates
representing the Charged Shares to the Junior Chargee;


 


(ii)                                the Chargor shall following the Senior Discharge
Date deliver or cause to be delivered duly completed, executed and undated
instruments of transfer with the transferees left blank in the form of Schedule
A to the Junior Chargee; and


 


(iii)                             the Chargor shall following the Senior
Discharge Date deliver or cause to be delivered an undertaking from the Company
to register transfers of the Charged Shares to the Junior Chargee or its
nominee in the form set out in Schedule C to the Junior Chargee.


 


2.4                               The Chargor shall:


 


(a)                                promptly after the execution of this
Deed, instruct its registered office to update the Register of Mortgages,
Charges and other Encumbrances for the Chargor in accordance with section 54 of
the Companies Law (the “Register of Charges”) and to enter particulars
of the security interests created pursuant to this Deed in the Register of
Charges; and


 


(b)                               promptly deliver or procure to be
delivered to the Chargees or its advisers a certified copy of the updated
Register of Charges.


 


2.5                               If the Chargor receives any additional
shares derived from the Charged Shares of the Company, whether as a
distribution from the Company, such shares shall be Charged Shares hereunder,
and the Chargor shall promptly deliver the certificates representing or
evidencing such shares to the Senior Chargees together with duly completed,
executed and undated instruments of transfer with the transferees left blank with respect to such shares in the form of Schedule
A in the manner set forth in Section 2.3.


 


2.6                               The Chargor shall promptly do whatever
the Senior Chargees (or, following the Senior Discharge Date, the Junior
Chargee) require:


 


(a)                                to perfect or protect the Charge or the
priority of the Charge; or


 


7





















 


(b)                               to facilitate the realization of the
Charged Shares or the exercise of any rights vested in the Senior Chargees (or,
following the Senior Discharge Date, the Junior Chargee) upon the Charge
becoming enforceable,


 


including executing any transfer, conveyance, charge, mortgage,
assignment or assurance of the Charged Shares (whether to the Senior Chargees
or its nominees or otherwise, as directed by the Senior Chargees), making any
registration and giving any notice, order or direction, in each case, that is
requested by the Senior Chargees (or, following the Senior Discharge Date the
Junior Chargee).  The Chargor shall notify the Senior
Chargees in writing in advance of any plan to register under Part XI of
the Companies Ordinance and shall ensure that the details of the security
interests created by this Deed are duly registered with the Companies Registry
in Hong Kong within five (5) weeks after the Chargor is so registered
under Part XI of the Companies Ordinance.


 


2.7                               Prior to the Senior Discharge Date, the
Charge shall become immediately enforceable by the Senior Chargees upon the
occurrence of a Senior Enforcement Event and each Senior Chargee, at any time,
without further notice to or consultation with or consent of the Company or the
other Chargees may at their absolute discretion take such action and/or
institute such proceedings as they may think fit to enforce the Charge.


 


2.8                               Following the Senior Discharge Date, the
Charge shall become immediately enforceable by the Junior Chargee upon the
occurrence of a Junior Enforcement Event and the Junior Chargee, at any time
without further notice to or consultation with or consent of the Company may at
its absolute discretion take such action and/or institute such proceedings as
they may think fit to enforce the Charge. At such time all references made in Sections
2.9 to 2.12 (inclusive), Section 3.2 and Section 8 to the “Senior
Chargees” shall be deemed to be references to the “Junior Chargee”, all
references to the “Senior Secured Obligations” shall be deemed to be to the “Junior
Secured Obligations” and all references to “Senior Enforcement Event” shall be
deemed to be to “Junior Enforcement Event”.


 


2.9                               (a)                                  At any time
after the Charge becomes enforceable upon the occurrence of a Senior
Enforcement Event, the Senior Chargees shall have the right
either in their own names or in the name of the Chargor or any nominee of the
Chargor and in such manner and upon such terms and conditions as the Senior Chargees think fit:


 


(i)                                   to exercise
the voting rights attached to the Charged Shares;


 


(ii)                                to dispose of
or realize the Security to any person for such consideration as it may
determine is reasonable in the circumstances (whether comprising cash or other
property, obligations or other consideration of any nature) and apply the
proceeds of any such disposal in the following manner:


 


(1)                                FIRSTLY: in or
towards satisfaction of any amounts in respect of the balance of the Senior
Secured Obligations as are then


 


8


















 


accrued
due and payable or are then due and payable by virtue of payment demanded, in
such order or application as the Senior Chargees shall think fit;


 


(2)                                SECONDLY: if a
Junior Enforcement Event has occurred, the surplus (if any) shall be promptly
paid to the Junior Chargee in or towards satisfaction of the Junior 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 Junior Chargee
shall think fit; and


 


(3)                                THIRDLY: the
surplus (if any) shall be promptly paid to the Chargor or to whosoever else may
be entitled thereto;


 


(iii)                             to transfer
ownership of the Charged Shares to the Senior Chargees;


 


(iv)                            to settle,
adjust, refer to arbitration, compromise and arrange any claims, accounts,
disputes, questions and demands relating to the Charge;


 


(v)                               to bring,
prosecute, enforce, defend and abandon actions, suits and proceedings in
relation to the Charge;


 


(vi)                            to redeem any
security (whether or not having priority of the Charge) over the Security; and


 


(vii)                         to do all such
other acts and things it may consider necessary or expedient for the
enforcement of the Charge.


 


Each of the rights specified in the subparagraphs of this Section 2.9(a) shall
(except as otherwise provided) be distinct and shall not be in any way limited
by reference to any other subparagraph or by the order in which they
appear.  At any time the Charge becomes
enforceable, the Chargor shall, immediately upon the request of the Senior
Chargees, procure the registration of the transfer of the Charged Shares to the
Senior Chargees or its nominee according to the request of the Senior Chargees.


 


(b)                               In the
exercise of its powers under Section 2.9(a), the Senior Chargees shall be
the agent of the Chargor for all purposes and, subject to the law of any
applicable jurisdiction, the Chargor alone shall be responsible for those
contracts, engagements, acts, omissions, defaults and losses and for
liabilities incurred absent gross negligence or willful misconduct by the
Senior Chargees in the exercise of such powers.


 


(c)                                The Senior
Chargees may, whenever they think fit, delegate by power of attorney or
otherwise to any person or persons, all or any of the powers, authorities and
discretions vested in the Senior Chargees by this Deed or in connection with
the Charge and such delegation may be made upon such regulations as the Senior
Chargees may think fit and the Senior Chargees shall not be bound to supervise
the proceedings or be responsible for any loss 


 


9

















 


incurred
by reason of any misconduct or default on the part of any such delegate or
sub-delegate.


 


2.10                         Until the Charge becomes enforceable in
accordance with Section 2.7, the Chargor shall be entitled to exercise or
direct the exercise of the voting rights attached to any of the Charged Shares
in such manner as it sees fit, except in any manner that is inconsistent with
or that prejudices or is likely to prejudice the interests of the Senior
Chargees under this Deed, and to receive all dividends, distributions and other
payments made in respect of the Charged Shares.


 


2.11                         After the Charge has become enforceable
in accordance with Section 2.7, the Senior Chargees shall be entitled to exercise or direct
the exercise of the voting rights attached to any of the Charged Shares in such
manner as they think fit, and to receive, for application against the Senior
Secured Obligations, all dividends, distributions and other payments made in
respect of the Charged Shares.  The
Chargor shall after such time comply or procure the compliance with any
directions of the Senior Chargees in respect of the exercise of those voting rights.


 


2.12                         Except as otherwise provided in this Section 2, the Chargor, before the Charge becomes enforceable,
and the Senior Chargees,
after the Charge becomes enforceable, shall be entitled to and shall exercise
or direct the exercise of all other rights from time to time attaching to or
connected with any of the Security, provided that the Chargor shall not
exercise or direct the exercise of such rights in any manner that is
inconsistent with or would otherwise prejudice or affect the interests of the
Senior Chargees under this Deed.


 


SECTION 3

FURTHER UNDERTAKINGS, REPRESENTATIONS AND WARRANTIES


 


3.1                               The Chargor represents and warrants to
the Chargees that:


 


(a)                                it is the legal and beneficial owner of
all of the Charged Property free from any Security Interest (other than those
created and/or confirmed by this Deed) and any options or rights of pre-emption
(except as provided in the Investors’ Rights Agreement);


 


(b)                               it 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 Deed;


 


(c)                                this Deed 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;


 


(d)                               the entry into and performance by the
Chargor of this Deed does not violate (i) any law or regulation of any
governmental or official authority, or (ii) any agreement, contract or
other undertaking to which the Chargor is a party or which is binding upon the
Chargor or any of its assets;


 


10

















 


(e)                                all consents, licences, approvals and
authorisations required in connection with the entry into, performance,
validity and enforceability of this Deed by the Chargor have been obtained and
are in full force and effect; and


 


(f)                                  the Chargor is not registered under Part XI
of the Companies Ordinance.


 


3.2                               The Chargor hereby covenants with the
Chargees:


 


(a)                                that the Chargor shall not create,
attempt to create or suffer to exist any pledge, charge, lien or other form of
lien or security whatsoever on or over all or any of the Charged Shares or
sell, transfer or otherwise dispose of all or part of the Charged Shares or any
interest therein or attempt to agree to so dispose (other than under the
Charge);


 


(b)                               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 Chargees at the times and in the manner specified in
this Deed provided that the liability of the Chargor under this clause shall be
limited to the amount realised by a disposal of the Charged Property by or on
behalf of or with the consent of the applicable Chargees;


 


(c)                                on a Senior Enforcement Event on demand
in writing to pay to the Senior Chargees the Senior Secured Obligations,
provided that the liability of the Chargor under this clause shall be limited
to the amount realised by a disposal of the Charged Property by or on behalf of
or with the consent of the Senior Chargees;


 


(d)                               that the Chargor will on demand of any
Senior Chargee and at the expense of the Chargor, execute and deliver to such
Senior Chargee or to such person or persons as such Senior 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 Senior
Secured Obligations, each such additional charge to be in such form as such
Senior Chargee may reasonably require;


 


(e)                                to execute and do all such assurances,
acts and things as the Senior Chargees (or following the Senior Discharge Date,
the Junior Chargee) in its reasonable discretion may require for:


 


(i)           perfecting, protecting or ensuring the priority of the
Security Interest hereby created (or intended to be created) and/or confirmed;


 


(ii)        preserving or protecting any of the rights of the Chargees
(of following the Senior Discharge Date, the Junior Chargee) under this Charge;


 


(iii)     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 Chargees;


 


11

















 


(iv)    facilitating the appropriation or realisation of the
Charged Property or any part thereof; or


 


(v)       exercising any power, authority or discretion vested
in the Chargees under this Charge,


 


in any such case forthwith upon reasonable demand by
each Chargee and at the expense of the Chargor;


 


(f)                                  to do all acts and things the receiver of
the Charged Property (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 and the Chargor hereby appoints the
Receiver to be the lawful attorney in fact of the Chargor to do any act or
thing and to exercise all the powers of the Chargor for the purpose of
exercising the powers (or giving effect to the exercise of the powers)
conferred on the Receiver hereunder; and


 


(g)                               it shall not take or allow the taking of
any action on its behalf which may result in the rights, interests or benefits
attached to the Charged Shares being altered.


 


SECTION 4

EXPENSES, STAMP DUTY AND INTEREST


 


4.1                               Except as otherwise provided herein, the
Chargor shall on demand of the Chargees reimburse to the Chargees (on a full indemnity basis) all
reasonably incurred costs, charges, losses, liabilities and expenses expended,
paid, incurred or debited in account by the Chargees  and its agent (including any tax thereon
and professional fees) in connection with any breach of the covenants or
undertakings herein by the Chargor, the exercise of any rights by the Chargees
hereunder, the recovery of any of the Secured Obligations by the Chargees, or
the protection, realization, enforcement or release of any provision of this
Deed or the Charge by the Chargees.


 


4.2                               The Chargor shall pay promptly, and in
any event at least 48 hours before any penalty could become payable, any stamp,
documentary, registration or similar tax payable in connection with the entry
into, registration, performance or enforcement of this Deed or in order to
render it admissible in evidence and shall indemnify the Chargees against any liability with respect to or
resulting from any delay in paying or omission to pay any such tax.


 


SECTION 5

DISCHARGE OF SECURITY


 


5.1                               Subject to this Section 5, the Charge
shall remain in full force and effect by way of continuing security and shall
not be affected in any way by any interim settlement of account (whether or not
any Secured Obligations remain outstanding thereafter) or other matter or thing
whatsoever.  The first-ranking charge as
described in Section 2.1 


 


12

















 


shall be released upon
the Senior Discharge Date and the second-ranking charge as described in Section 2.2
shall be released upon the Junior Discharge Date.


 


5.2                               Without prejudice to the generality of
sub-clause (a) of this Section 5.2, except as otherwise provided in
this Deed, neither the Charge, nor the amounts thereby secured, shall be
affected in any way by:


 


(a)                                any other security, guarantee or indemnity
now or hereafter held by the Chargees or any other person in respect of the Secured
Obligations or any other liabilities;


 


(b)                               the release of any security, guarantee or
indemnity (including, except to the extent of the relevant release, the Charge);


 


(c)                                any amendment to any security, guarantee
or indemnity (including, except to the extent of the relevant amendment and the
Charge);


 


(d)                               the enforcement or absence of enforcement
of any security, guarantee or indemnity (including the Charge);


 


(e)                                any time, indulgence, waiver or consent
given to the Chargor or any other person whether by the Chargees, the Chargor or any other person;


 


(f)                                  the making or absence of any demand for
payment of any liabilities made on the Chargor, or any other person whether by
the Chargees or any other person;


 


(g)                               the winding-up or the commencement of the
winding-up of the Chargor or any other person;


 


(h)                               the illegality, invalidity or
unenforceability of, or any defect in, any provision of any documents relating
to any security, guarantees or indemnities (including the Charge) or any of the
rights or obligations of any of the parties under or in connection with any
such document or any security, guarantee or indemnity (including the Charge),
whether on the grounds of ultra vires, not being in the interests of the
relevant person or not having been duly authorized, executed or delivered by
any Person or for any other reason whatsoever; or


 


(i)                                   any agreement, security, guarantee,
indemnity, payment or other transaction which is capable of being avoided under
or affected by any law relating to bankruptcy, insolvency or winding-up or any
release, settlement or discharge given or made by the Chargees on the faith of any such agreement,
security, guarantees, indemnities, payment or other transaction, and any such
releases, settlement or discharge shall be deemed to be limited accordingly.


 


5.3                               (a)                                  Subject to Section 2.3(b) upon
the due payment or satisfaction in full of the Secured Obligations, the
applicable Chargees will, at the request of the Chargor, take such action as
the Chargor may request to release the Security from the Charge.  In the event that some of the Security has
been enforced 


 


13

















 


pursuant to Section 2.7 due to a breach of the
relevant Secured Obligations, upon such release, the applicable Chargees shall
return to the Chargor all the remaining Security and/or the remaining portion
of cash or securities received by it from the disposal of the Security in
connection with such enforcement after the Chargees has been fully compensated
for the relevant losses due to such breach of Secured Obligations.


 


(b)                               No assurance, security, guarantee or
payment which may be avoided under any law relating to bankruptcy, insolvency,
winding up and no release, settlement, discharge or arrangement given or made
by the Chargees on the faith of any such assurance, security, guarantee or
payment, shall prejudice or affect the rights of the Chargees to enforce the
Charge in accordance with this Deed to the full extent of the Secured
Obligations or any other rights which the Chargees may have in respect of the
Secured Obligations or any part thereof. 
Without prejudice to the foregoing, the Chargees shall be entitled to
retain the Charge and shall not be obliged to release the Security from the
Charge until the expiry of the statutory period within which any assurance,
security, guarantee or payment can be avoided or invalidated after the Secured
Obligations shall have been discharged in full, and after any other obligation
which might give rise to Secured Obligations has terminated.  If at any time within such period:


 


(i)                                   a petition shall be presented to a
competent court for an order for the winding up of the Chargor or of any Party
which has given the relevant assurance, security, guarantee or payment; or


 


(ii)                                the Chargor or any other Party shall pass
a resolution for or with a view to its winding up,


 


the Chargees may continue
to retain the Charge and not to release the Security from the Charge for and
during such further period as the Chargees in their absolute discretion shall
determine.


 


5.4                               Notwithstanding anything to
the contrary herein, prior to the Senior Discharge Date, each of the Chargor
and the Junior Chargee agrees that it will not take or cause to be taken any
action that would have the effect of undermining, reducing or negatively
affecting the Senior Chargees’ first-ranking charge over the Charged Property
and the priority of such first-ranking charge over the Junior Chargee’s second-ranking
charge over the Charged Property and will not create or register, as security
for any indebtedness incurred in connection with the Loan Agreement, any
charge, mortgage, lien, security interest, pledge or similar encumbrance over
all or any part of the equity interest of the Company’s subsidiaries (except
for the pledge over the equity interest of Trony Solar Science &
Technology Development Limited granted to the Senior Chargees) or any part of
the equity interest of the Company which is not Charged Property.


 


14

















 


SECTION 6

RIGHTS, AMENDMENTS, WAIVERS AND CONSENTS


 


6.1                               The rights conferred by this Deed shall
be in addition to and not in substitution for the rights conferred on
mortgagees or receivers by law, which shall apply to the Charge except in so
far (if at all) as they are expressly excluded.


 


6.2                               Except as otherwise provided in this
Deed, all rights of the Chargees hereunder may be exercised at any time and from time
to time at their absolute discretion.  No
failure on the part of the Chargees to exercise, and no delay on its part in exercising,
any right under this Deed will operate as a waiver thereof, nor will any single
or partial exercise of any right preclude any other or further exercise thereof
or the exercise of any other right.


 


6.3                               So long as the Charge continues in force:


 


(a)                                Any rights of the Chargor to be
indemnified by any person, to prove in respect of any liability in the
winding-up of any person or to take the benefit of or enforce any security,
guarantees or indemnities (in each case by reason of the performance of any of
its obligations under this Deed, the enforcement of any of the Security or any
action taken pursuant to any rights conferred by or in connection with the Charge)
shall be exercised and enforced only in such manner and on such terms, as the
Senior Chargees (or following the Senior Discharge Date, the Junior Chargee) may reasonably require; and


 


(b)                               Any amount received or recovered by the
Chargor (i) as a result of any exercise of any such rights or (ii) in
the winding-up of any person shall be held in trust for and immediately paid to
the Chargees in accordance with the priority of distribution set forth in Section 2.9.


 


SECTION 7

INDEMNITY


 


7.1                               The Chargor will indemnify and save
harmless the Chargees, 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 Chargees, the Receiver or such agent or
attorney:


 


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


 


(b)                               in the preservation or enforcement of the
Chargees’ rights under this Charge or the priority thereof; or


 


(c)                                on the release of any part of the Charged
Property from the security created by this Charge,


 


15

















 


and
the Chargees, 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 Chargees, the Receiver or such agent or attorney or any of them shall be
recoverable on a full indemnity basis.


 


7.2                               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 Chargees 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 Chargees against the amount of such shortfall. For the
purposes of this clause, “rate of exchange” means the rate at which each
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.


 


SECTION 8

POWER OF ATTORNEY


 


8.1                               The Chargor hereby irrevocably and by way
of security for the payment of the Secured Obligations and the performance of
its obligations under this Charge appoints each of the Senior Chargees
separately as its true and lawful attorney (with full power to appoint
substitutes and to sub-delegate) with respect to the Charged Shares charged in
favour of such Senior Chargee hereunder, on behalf of the Chargor and in the
Chargor’s own name or otherwise, at any time and from time to time after the occurrence of a Senior Enforcement Event:


 


(a)                                to execute and complete in favour of such
Chargee or its nominees or of any purchaser any documents which such 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 such Chargee or its
nominees or in any purchaser and to give effectual discharges for payments;


 


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


 


(c)                                to make allowances and give time or other
indulgence to any surety or other person liable; and


 


(d)                               to sign, execute, seal and deliver and
otherwise perfect and do any such legal assignments and other assurances,
charges, authorities and documents over the 


 


16

















 


moneys, property and
assets hereby charged, and all such deeds, instruments, acts and things 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.


 


8.2                               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 each Senior Chargee of such
power shall be conclusive evidence of its right to exercise the same.


 


SECTION 9  

NOTICES


 


9.1                               All notices and other communications
given or made pursuant to this Charge 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) 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 9.1.


 


If to the Chargor:


 


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


 


With
a copy to:


Simpson
Thacher & Bartlett LLP


35/F
ICBC Tower


3
Garden Road


Central,
Hong Kong


Attention:
Sinead O’Shea


Facsimile:
(852) 2869-7694


E-mail
address: soshea@stblaw.com


 


If to the Chargees:


 


JPMORGAN SPECIAL SITUATIONS (MAURITIUS) LIMITED

Rogers House


 


17

















 


5 President Kennedy Street


Port Louis, Mauritius


 


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


 


Global Special Opportunities Group Middle Office


Attention: Mr Clemen Leung, Ms. Eileen Kwong


20/F Chater House


8 Connaught Road


Central, Hong Kong


Email address:
gsog-mo@jpmorgan.com


Tel: (852) 2800-0136


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


Facsimile: (852)
2240-3775


 


and to:


 


ICBC INTERNATIONAL FINANCE
LTD


 


ICBC International
Finance Ltd.


17/F & 18/F,
Three Pacific Place


1 Queen’s Road East


Hong Kong


Attention: Zhang Heng/
Jimmy Zhu


Email address:
jjjmzhu@icbci.com.hk


Tel: (852) 2683-3888


Facsimile: (852) 2683
3697


 


SECTION 10

MISCELLANEOUS


 


10.1                         This Deed may be executed in any number
of counterparts and this shall have the same effect as if the signatures on the
counterparts were on a single copy of this Deed.  Upon delivery to the Chargees of counterparts
executed by all such parties, the Chargees shall forthwith give notice,
confirmed in writing, of such delivery to all other parties.


 


18














 


10.2                         Each document to be delivered under this
Deed shall be in the English language.


 


10.3                         No failure to exercise or enforce, or
delay in exercising or enforcing, on the part of the Chargees, any right, power
or privilege under this Deed shall operate as a waiver, nor shall  any single or partial exercise or enforcement
of any right power or privilege preclude any other or further exercise or
enforcement or the exercise of any other right, power or privilege.  The rights and remedies of the Chargees are
cumulative and not exclusive of any rights or remedies provided by law.


 


10.4                         If at any time any provision of this Deed
is or becomes illegal, invalid or unenforceable in any respect under the laws
of any relevant jurisdiction, neither the legality, validity or  enforceability of the remaining provisions of
this Deed nor the legality, validity or enforceability of that provision under
the law of any other jurisdiction shall in any way be affected or impaired.


 


10.5                         This Deed shall be governed by and
construed in accordance with the laws of Hong Kong.


 


10.6                         Any dispute,
controversy or difference arising out of, in connection with or relating to
this Deed, or the breach, termination or invalidity thereof (a “Dispute”)
shall be resolved by arbitration pursuant to this Section 10.6. 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 arbitral proceedings shall be English. If the
UNCITRAL Rules are in conflict with the provisions of this Section 10.6
including the provisions concerning the appointment of the arbitrator, the
provisions of this Section 10.6 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 Deed and as the arbitrator deems just and appropriate under the
circumstances. Each party hereto shall co-operate 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 arbitrator shall, upon 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 co-operate and use their best efforts to take all actions reasonably
required to facilitate the prompt enforcement in the PRC or any other
jurisdiction of any arbitral award made by the arbitrator. A party shall be
entitled to 


 


19

















 


seek
preliminary injunctive relief, if possible, from any court of competent
jurisdiction pending the appointment of the arbitrator.


 


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remainder of this page is intentionally left blank]


 


20

















 


IN WITNESS WHEREOF, this Deed has been executed on the
day and year first above written.


 


CHARGOR:


 


EXECUTED as a deed by


TRONY SOLAR HOLDINGS


COMPANY LIMITED


and signed by its duly authorized


representative Li Yi


in the presence of:


 


Authorised representative: Li Yi


 


Witness: Huang Qun Mao


 

















 


IN WITNESS WHEREOF, this Deed has been executed on the
day and year first above written.


 


A CHARGEE:


 


EXECUTED as a deed


By Nicholas Barnes


for and on behalf of


JPMORGAN SPECIAL


SITUATIONS (MAURITIUS) LIMITED


in the presence of:


 


Authorised representative: Nicholas Barnes


 


Witness: Michael Openshaw


 

















 


IN WITNESS WHEREOF, this Deed has been executed on the
day and year first above written.


 


A CHARGEE:


 


EXECUTED as a deed


By Michael J Scown


for and on behalf of


INTEL CAPITAL CORPORATION


in the presence of:


 


Authorised representative: Michael J Scown


 


Witness: Mike Lam


 

















 


IN WITNESS WHEREOF, this Deed has been executed on the
day and year first above written.


 


A CHARGEE:


 


EXECUTED as a deed


By Pan Fu Sheng


for and on behalf of


ICBC INTERNATIONAL FINANCE LTD.


in the presence of:


 


Authorised representative: Pan Fu Sheng


 


Witness: Marco Wong


 

















 


Schedule A


 


Form of Share Transfer


 


Trony Solar Holdings Company Limited of [   
] in accordance with the terms of the deed of share charge between
itself, JPMorgan Special Situations (Mauritius) Limited, Intel Capital
Corporation and ICBC International Finance Ltd. dated 26 September 2008 as
amended and restated on [          ] October 2009
do hereby transfer to [         ]
(hereinafter “the said Transferee”) the
         share(s) standing in
my/our name in the register of:


 


Grand Sun International
Investment Limited


 


to hold unto the said Transferee, his executors,
administrators or assigns, subject to the several conditions upon which I/we
hold the same at the time of execution hereof. 
And I/we, the said Transferee do hereby agree to take the said share(s) subject
to the same conditions.


 


Witness our hands the


 


	
   

  
	
   

  	
   

  	
   

  
	
  Witness to the
  signature(s) of the Transferor

  	
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  Witness’s name and address:

  	
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  Witness to the signature(s) of the Transferee

  	
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  Witness’s name and address:

  	
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Schedule
B


 


Form of
Register of Mortgages and Charges


 


Trony
Solar Holdings Company Limited


 


Entry
No.:


 


Date Created:                                          26 September 2008,
being amended and restated on            
October 2009


 


Instrument:                                                    deed of share
charge among (1) Trony
Solar Holdings Company Limited, as Chargor, (2) JPMorgan Special
Situations (Mauritius) Limited and Intel Capital Corporation, as Senior
Chargees, and (3) ICBC International Finance Ltc as Junior Chargee, dated
26 September 2008 as amended and restated on              
October 2009(the “Deed”)


 


Description
of Property Charged


 


A
first fixed charge of all of the right, title and interest in and to the
Charged Property (as defined in the Deed) 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.


 


A
second fixed charge of all of the right, title and interest in and to the
Charged Property (as defined in the Deed) 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.


 

















 


Amount
of Charge Created


 


Firstly
payment of the Senior Secured Obligations and secondly payment of the Junior
Secured Obligations (as defined in the Deed).


 


Names
of Mortgagees or Persons Entitled to Charge


 


(1) JPMorgan Special
Situations (Mauritius) Limited; and


 


(2) Intel Capital
Corporation,


 


as beneficiaries of the
first fixed charge created on 26 September 2008; and


 


(3) ICBC
International Finance Ltd.


 


Attachments
to this notification


 


Copy
of executed Deed


 

















 


Schedule
C


 


Form of
Company Undertaking


 


We, Grand Sun International Investment 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 a [Senior
Enforcement Event][Junior Enforcement Event] immediately after the submission
of such transfers.


 


This Undertaking is given pursuant to Clauses 2.3(a)(iii) and 2.3(b)(iii) of the Share Charge (the “Share Charge”)
dated 26 September 2008 as amended and restated on [             ]
October 2009  between Trony Solar
Holdings Company Limited, JPMorgan Special Situations (Mauritius) Limited,
Intel Capital Corporation and ICBC International Finance Ltd., and any
capitalised terms used herein and not otherwise defined herein shall have the
meanings given such terms in the Share Charge.


 


 


	
  EXECUTED AS A DEED by

  	
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  GRAND SUN INTERNATIONAL

  	
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  Duly Authorised
  Signatory

  
	
  INVESTMENT LIMITED:

  	
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  Name:

  	
   

  
	
   

  	
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  Title:

  	
   

  
	
   

  	
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  in the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature of Witness

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Occupation: