Exhibit 4.5


 


EXECUTION
VERSION


 


TRONY SOLAR
HOLDINGS COMPANY LIMITED


 


 


SERIES A PREFERRED


 


SHARE PURCHASE
AGREEMENT


 


 


SEPTEMBER 26, 2008


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  PURCHASE
  AND SALE OF PREFERRED A SHARES

  	
  2

  
	
   

  	
  1.1

  	
  Authorization;
  Sale and Issuance of Preferred A Shares

  	
  2

  
	
   

  	
  1.2

  	
  Closing;
  Closing Deliverables

  	
  2

  
	
   

  	
  1.3

  	
  Defined
  Terms Used in this Agreement

  	
  3

  
	
  2.

  	
  REPRESENTATIONS
  AND WARRANTIES OF THE WARRANTORS

  	
  10

  
	
   

  	
  2.1

  	
  Organization,
  Good Standing and Qualification

  	
  10

  
	
   

  	
  2.2

  	
  Capitalization

  	
  10

  
	
   

  	
  2.3

  	
  Group
  Structure

  	
  11

  
	
   

  	
  2.4

  	
  Authorization

  	
  12

  
	
   

  	
  2.5

  	
  Valid
  Issuance of Securities

  	
  13

  
	
   

  	
  2.6

  	
  Governmental
  Consents and Filings

  	
  13

  
	
   

  	
  2.7

  	
  Permits
  and Licenses

  	
  13

  
	
   

  	
  2.8

  	
  Compliance
  with Law and Other Instruments

  	
  14

  
	
   

  	
  2.9

  	
  Real
  Property

  	
  15

  
	
   

  	
  2.10

  	
  Tangible
  Personal Property

  	
  16

  
	
   

  	
  2.11

  	
  Intellectual
  Property

  	
  17

  
	
   

  	
  2.12

  	
  Agreements;
  Actions

  	
  18

  
	
   

  	
  2.13

  	
  Financial
  Statements

  	
  20

  
	
   

  	
  2.14

  	
  No
  Undisclosed Liabilities

  	
  20

  
	
   

  	
  2.15

  	
  Accounts
  Receivable

  	
  20

  
	
   

  	
  2.16

  	
  Changes

  	
  21

  
	
   

  	
  2.17

  	
  Litigation

  	
  22

  
	
   

  	
  2.18

  	
  Employee
  Benefit Plans

  	
  22

  
	
   

  	
  2.19

  	
  Labor
  Agreements and Actions

  	
  23

  
	
   

  	
  2.20

  	
  Proprietary
  Information, Invention Assignment and Non-Competition Agreement

  	
  23

  
	
   

  	
  2.21

  	
  Insurance

  	
  23

  
	
   

  	
  2.22

  	
  Environmental
  and Safety Laws

  	
  24

  
	
   

  	
  2.23

  	
  Tax
  Returns and Payments

  	
  24

  
	
   

  	
  2.24

  	
  Books and Records

  	
  25

  



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.25

  	
  Related
  Transaction

  	
  26

  
	
   

  	
  2.26

  	
  No
  Conflict of Interest

  	
  26

  
	
   

  	
  2.27

  	
  OFAC

  	
  26

  
	
   

  	
  2.28

  	
  Circular
  75 Registration

  	
  27

  
	
   

  	
  2.29

  	
  Disclosure

  	
  27

  
	
  3.

  	
  REPRESENTATIONS
  AND WARRANTIES OF THE PURCHASERS

  	
  27

  
	
   

  	
  3.1

  	
  Authorization

  	
  27

  
	
   

  	
  3.2

  	
  Purchase
  Entirely for Own Account

  	
  27

  
	
   

  	
  3.3

  	
  Accredited
  Investor

  	
  28

  
	
   

  	
  3.4

  	
  Restricted
  Securities

  	
  28

  
	
   

  	
  3.5

  	
  Legends

  	
  28

  
	
  4.

  	
  CONDITIONS
  OF THE PURCHASERS’ OBLIGATIONS AT CLOSING

  	
  28

  
	
   

  	
  4.1

  	
  Representations
  and Warranties

  	
  28

  
	
   

  	
  4.2

  	
  Performance

  	
  29

  
	
   

  	
  4.3

  	
  Qualifications

  	
  29

  
	
   

  	
  4.4

  	
  Approvals
  and Consents

  	
  29

  
	
   

  	
  4.5

  	
  Proceedings
  and Documents

  	
  29

  
	
   

  	
  4.6

  	
  Restated
  Articles

  	
  29

  
	
   

  	
  4.7

  	
  Key
  Employee Agreement

  	
  29

  
	
   

  	
  4.8

  	
  Investors’
  Rights Agreement

  	
  29

  
	
   

  	
  4.9

  	
  Share
  Charge Agreements

  	
  29

  
	
   

  	
  4.10

  	
  Opinion
  of PRC Counsel

  	
  30

  
	
   

  	
  4.11

  	
  Opinion
  of Hong Kong Counsel

  	
  30

  
	
   

  	
  4.12

  	
  Opinion
  of Cayman Counsel

  	
  30

  
	
   

  	
  4.13

  	
  Opinion
  of BVI Counsel

  	
  30

  
	
   

  	
  4.14

  	
  Compliance
  Certificate

  	
  30

  
	
   

  	
  4.15

  	
  Officer’s
  Certificate

  	
  30

  
	
   

  	
  4.16

  	
  Audited
  Financial Statements

  	
  30

  
	
   

  	
  4.17

  	
  Covenant
  Not to Sue Agreement

  	
  30

  
	
   

  	
  4.18

  	
  Subordination of Certain Loans

  	
  30

  



 


ii

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.19

  	
  Security
  Perfection

  	
  30

  
	
   

  	
  4.20

  	
  IP
  Licenses

  	
  31

  
	
   

  	
  4.21

  	
  No
  Material Adverse Effect

  	
  31

  
	
  5.

  	
  CONDITIONS
  OF THE COMPANY’S OBLIGATIONS AT CLOSING

  	
  31

  
	
   

  	
  5.1

  	
  Representations
  and Warranties

  	
  31

  
	
   

  	
  5.2

  	
  Performance

  	
  31

  
	
   

  	
  5.3

  	
  Consents
  and Approvals

  	
  31

  
	
   

  	
  5.4

  	
  Investors’
  Rights Agreement

  	
  31

  
	
  6.

  	
  COVENANTS

  	
  31

  
	
   

  	
  6.1

  	
  Exclusivity

  	
  31

  
	
   

  	
  6.2

  	
  Conduct
  of Business in Ordinary Course; Consultation with Purchasers

  	
  32

  
	
   

  	
  6.3

  	
  Access
  to Information

  	
  32

  
	
   

  	
  6.4

  	
  Transfer
  and Registration of Intellectual Property

  	
  33

  
	
   

  	
  6.5

  	
  Fulfillment
  of Conditions

  	
  33

  
	
   

  	
  6.6

  	
  Notice
  of Breach

  	
  33

  
	
   

  	
  6.7

  	
  Maintenance
  of Licenses

  	
  33

  
	
   

  	
  6.8

  	
  Founder
  Covenants

  	
  34

  
	
   

  	
  6.9

  	
  Further
  Assurances

  	
  34

  
	
   

  	
  6.10

  	
  Use
  of Proceeds

  	
  34

  
	
   

  	
  6.11

  	
  Investment
  Policy

  	
  34

  
	
   

  	
  6.12

  	
  FCPA
  Undertakings

  	
  34

  
	
   

  	
  6.13

  	
  Non-disclosure

  	
  35

  
	
   

  	
  6.14

  	
  Post-Closing Audit

  	
  37

  
	
   

  	
  6.15

  	
  Security
  Interests

  	
  38

  
	
   

  	
  6.16

  	
  Escrow
  Account

  	
  39

  
	
   

  	
  6.17

  	
  Circular
  75 Registration

  	
  39

  
	
   

  	
  6.18

  	
  No
  Operations or Liabilities

  	
  39

  
	
   

  	
  6.19

  	
  Renewal
  of Leases

  	
  39

  
	
   

  	
  6.20

  	
  Maintenance
  of Land Use Rights Incentives

  	
  39

  
	
   

  	
  6.21

  	
  Payments
  Relating to Employee Benefits

  	
  39

  



 


iii

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.22

  	
  Restructuring
  of Loan

  	
  40

  
	
   

  	
  6.23

  	
  Indemnification
  Agreement

  	
  40

  
	
  7.

  	
  MISCELLANEOUS

  	
  40

  
	
   

  	
  7.1

  	
  Survival
  of Representations and Warranties

  	
  40

  
	
   

  	
  7.2

  	
  Transfer;
  Successors and Assigns

  	
  41

  
	
   

  	
  7.3

  	
  Governing
  Law

  	
  41

  
	
   

  	
  7.4

  	
  Counterparts

  	
  41

  
	
   

  	
  7.5

  	
  Titles
  and Subtitles

  	
  41

  
	
   

  	
  7.6

  	
  Notices

  	
  41

  
	
   

  	
  7.7

  	
  Finder’s
  Fee

  	
  44

  
	
   

  	
  7.8

  	
  Fees
  and Expenses

  	
  44

  
	
   

  	
  7.9

  	
  Attorney’s
  Fees

  	
  44

  
	
   

  	
  7.10

  	
  Amendments
  and Waivers

  	
  44

  
	
   

  	
  7.11

  	
  Severability

  	
  45

  
	
   

  	
  7.12

  	
  Delays
  or Omissions

  	
  45

  
	
   

  	
  7.13

  	
  Entire
  Agreement

  	
  45

  
	
   

  	
  7.14

  	
  Payments

  	
  45

  
	
   

  	
  7.15

  	
  Several
  Obligations and Rights

  	
  45

  
	
   

  	
  7.16

  	
  Termination

  	
  45

  
	
   

  	
  7.17

  	
  Indemnity

  	
  46

  
	
   

  	
  7.18

  	
  Dispute Resolution

  	
  47

  



 


iv














 


EXECUTION VERSION


 


TRONY SOLAR
HOLDINGS COMPANY LIMITED


 


SERIES A PREFERRED
SHARE PURCHASE AGREEMENT


 


THIS SERIES A PREFERRED
SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as
of September 26, 2008 by and among


 


(i)                                    TRONY
SOLAR HOLDINGS COMPANY LIMITED, a limited liability
company organized under the laws of the Cayman Islands, whose registered office is at Offshore
Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804,
George Town, Grand Cayman, Cayman Islands (the “Company”),


 


(ii)                                GRAND
SUN INTERNATIONAL INVESTMENT LIMITED (新阳国际投资有限公司), a limited
liability company organized under the laws of the Hong Kong and a wholly-owned
subsidiary of the Company, whose registered office is at 20B Wanchai Commercial  Center, 194-204 Johnston Rd, Waichai, Hong
Kong (“HK Off-Shore Company”),


 


(iii)                            TRONY SOLAR SCIENCE AND
TECHNOLOGY DEVELOPMENT LIMITED (深圳市创益科技发展有限公司), a wholly-owned foreign enterprise
organized under the laws of the PRC and a wholly-owned
subsidiary of the HK Off-Shore Company, whose registered office is at  5/F East Block, No.2 Building, Guangxian Eastate, 3rd BaGua Rd, Futian
District, Shenzhen, China (“PRC On-Shore Company”),


 


(iv)                               LI YI (李毅), who is a resident of the PRC (the “Founder”),


 


(v)                                   SKY
SENSE INVESTMENTS LIMITED, a limited liability company organized under
the laws of the British Virgin Islands and wholly-owned by the Founder, whose registered office is at
Commonwealth Trust Limited, Drake Chamber, Road Town, Tortola, British Virgin
Islands (“Sky Sense”),


 


(vi)                               BUILD
UP INTERNATIONAL INVESTMENTS LIMITED,  a limited liability company organized under
the laws of the British Virgin Islands, whose registered office is at Commonwealth Trust
Limited, Drake Chamber, Road Town, Tortola, British Virgin Islands (“Build Up”),


 


(vii)                           ELLIPSIS LIMITED, a limited
liability company organized under the laws of the British Virgin Islands, whose registered office is at Walkers
Chambers, 171 Main Street, P O Box 92, Road Town, Tortola VG1110, British
Virgin Islands (“Ellipsis Limited”),


 


(viii)                       WARSHAW HOLDINGS LIMITED, a limited
liability company organized under the laws of the British Virgin Islands, whose registered office is at P.O. Box
957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
(“Warshaw
Holdings”),


 


(ix)                              LIU
LAI TING (劉麗婷), who is a resident of Hong Kong (“LIU
Lai Ting”),


 


1

















 


(x)                                  LAKES
INVEST LIMITED, a limited liability company organized under the
laws of the British Virgin Islands and controlled by the Founder, whose registered office is at
Commonwealth Trust Limited, Drake Chambers, Road Town, Tortola, British Virgin
Islands (“Lakes Invest” and together with Sky Sense, Build Up, Ellipsis
Limited, Warshaw Holdings and LIU Lai Ting, the “Management Holding
Companies” and each a “Management Holding Company”),


 


(xi)                          EACH OF
THE INVESTORS identified in Schedule 1 attached hereto
(collectively, the “Purchasers” and each a  “Purchaser”).


 


THE PARTIES HEREBY AGREE AS
FOLLOWS:


 


1.                                       Purchase and Sale of Preferred A Shares.


 


1.1                                 Authorization; Sale and Issuance of
Preferred A Shares.


 


(a)                                  The Company has authorized the sale and
issuance of up to 6,027,191 Series A Convertible Redeemable Preferred
Shares, each with a par value of US$0.0001, (the “Series A Preferred
Shares” or “Shares”), having the rights, preferences, privileges and
restrictions as set forth in the Amended and Restated
Memorandum and Articles of Association of the Company (the “Restated Articles”), in
the form attached hereto as Exhibit A, at a per share purchase
price of US$7.4662.  Prior to the Closing (as defined below), the Company
shall adopt and file the Restated Articles with the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”).


 


(b)                                 Subject to the terms and conditions of
this Agreement, each Purchaser agrees, severally and not jointly, to purchase
at the Closing, and the Company agrees to issue and sell to
each Purchaser at the Closing, that number of Shares set forth opposite each
such Purchaser’s name in the column designated “Number of Shares” in Schedule
1 attached hereto for the aggregate purchase price specified opposite the
name of such Purchaser in the column designated “Purchase Price” in Schedule
1 attached hereto.


 


1.2                                 Closing; Closing Deliverables.


 


(a)                                  The closing of the purchase and sale of
the Shares (the “Closing”) shall take place at the offices of Orrick,
Herrington & Sutcliffe LLP, in association with Coudert Brothers, 43th
Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong, at
2:00 p.m., no later than five (5) Business Days following the date on
which the closing conditions identified in Section 4 and Section 5
have been satisfied or waived, or at such other time and place as the Company
and the Purchasers mutually agree upon, orally or in writing (such date on
which the Closing occurs, hereinafter referred to as, the “Closing Date”).


 


(b)                                 At the Closing, in addition to all of the closing
deliveries set forth in Section 4, the Company shall also deliver to
each Purchaser (i) a copy of the Register of Members, duly certified by a
director of the Company, updated to reflect the purchase of the Shares by the
Purchasers hereunder and (ii) a certificate or certificates representing
the number of Shares set forth opposite the name of such Purchaser in the
column designated “Number of Shares” in Schedule 1, against delivery to
the Company by such Purchaser at the Closing of 


 


2

















 


payment of (i) such amounts opposite the name of such Purchaser under the column
designated “Escrow Account” in Schedule 1 attached hereto by wire transfer to the Escrow Account of immediately available funds and (ii) such amounts opposite the name of such Purchaser under the
column “Company Account” in Schedule 1 attached hereto by wire transfer to the Company Account of immediately available funds.


 


(c)                                  Within three (3) Business Days after
the Closing, the Company shall deliver to each Purchaser evidence that the
Restated Articles have been duly filed with the Registrar of Companies in the
Cayman Islands.


 


1.3                                 Defined Terms Used in this
Agreement.  In addition to the terms defined above,
the following terms used in this Agreement shall be construed to have the
meanings set forth or referenced below.


 


“Affiliate” means, as applied to any Person, (a) any
other Person directly or indirectly controlling, controlled by or under common
control with, that Person, (b) any other Person that owns or controls
fifty percent (50%) or more of any class of equity securities (including any
equity securities issuable upon the exercise of any option or convertible
security) of that Person or any of its Affiliates, or (c) as to a corporation, each
director and officer thereof, and as to a partnership, each general partner
thereof, and as to a limited liability company, each managing member or
similarly authorized person thereof (including officers), and as to any other
entity, each Person exercising similar authority to those of a director or
officer of a corporation.  For the purposes
of this Agreement, “control” (including with correlative meanings, the
terms “controlling,” “controlled by,” and “under common control with”) as
applied to any Person, means the possession, directly or indirectly, of the
power or authority to direct or cause the direction of the business,
management and policies of that Person, whether through ownership of voting
rights, by Contract or otherwise, which power or authority ownership shall conclusively be presumed to exist upon
possession of more than 50% of the shares in issue or other equity interests or
registered capital of such Person or the ability to direct the management and
affairs of such Person, whether through the legal or beneficial ownership
of voting rights, voting proxy or otherwise of more
than 50% of the votes being cast at any
meeting of such
Person or the power to appoint a majority of the members of the
board of directors or other governing body of such Person.


 


“Associate” means, with respect to any Person,
any corporation or other business organization of which such Person is an
executive officer or partner or is the beneficial owner, directly or
indirectly, of thirty percent (30%) or more of any class of equity securities,
any trust or estate in which such Person has a substantial beneficial interest
or as to which such Person serves as a trustee or in a similar capacity and any
relative or spouse of such Person, or any relative of such spouse, who has the
same home as such Person.


 


“Business Day” means any day other than a
Saturday, Sunday or a day that the banks in the PRC or Hong Kong are generally
closed for business.


 


3

















 


“Circular 75” means the Circular 75, issued by
the State Administration of Foreign Exchange of the PRC on October 21,
2005, titled “Notice Regarding Certain Administrative Measures on Financing and
Inbound Investments by PRC Residents Through Offshore Special Purpose Vehicles,”
effective as of November 1, 2005, or any successor rule or regulation
under PRC Law, including its operating measures.


 


“Code” means the
United States Internal Revenue Code of 1986, as amended.


 


“Company Account” means the US$ bank account
with the following account details: account name: Trony Solar Holdings Company
Limited, bank: Hang Seng Bank;  account
number: 773-468160-883.


 


“Company Charge Agreement” means the Share Charge Agreement in the form attached hereto as Exhibit E-2 entered into by and among the HK Off-Shore Company, the Company  and the Purchasers with respect to the
pledge by the Company of the Company Pledged Shares to and for the benefit of the Purchasers
to secure the performance of the Redemption Right (as defined in the Restated
Articles).


 


“Company Pledged Shares” means the number of
shares of the HK Off-Shore Company equivalent to 13.25% of the issued
and outstanding share capital of the HK Off-Shore Company (calculated on a fully-diluted and as converted basis) owned by the Company which are pledged by the Company to and for the benefit of the
Purchasers under the Company Charge Agreement to secure the performance of the Redemption Right (as
defined in the Restated Articles).


 


“Contract” means any
agreement, arrangement, bond, commitment, franchise, indemnity, indenture,
instrument, lease, license or binding understanding, whether or not in writing.


 


“Conversion Shares” means Ordinary Shares
issuable upon conversion of the Series A Preferred Shares.


 


“Domestic Companies” means the PRC On-Shore Company, and the
other domestic companies organized and existing under the laws of the PRC held
or controlled, whether directly or indirectly, by the Company, other than Trony
Materials.


 


“Employment Agreements” means all of the Employment Agreements entered into by and between the relevant Group Company
and  the Key Employees, in the form attached hereto as
Exhibit B; and “Employment Agreement” means each of them.


 


“Escrow Account”
means the US$ escrow
account established with
JPMorgan Chase Bank, N.A.  Any
release of funds from the Escrow Account shall comply with Section 6.16 of
this Agreement.


 


“Escrow Agreement”
means the Escrow Agreement entered into by and among the Company, the
Purchasers and the Escrow Agent, in the form attached hereto as Exhibit L.


 


4

















 


“FCPA” means the Foreign Corrupt Practices Act
of the United States (15 U.S.C. §§ 78dd-1, et seq.), as amended.


 


“Financial Assistance Filing” means a filing made pursuant to sections 47E(6) and
47F of the Companies Ordinance to the Registrar of Companies of Hong Kong to
allow for the provision of financial assistance as contemplated in section 47A
of the Companies Ordinance.


 


“GAAP” means the generally accepted accounting principals of the
United States of America.


 


“Government Official”
means any:


 


(a)                                  member of any
Governmental Authority;


 


(b)                                 governmental
official;


 


(c)                                  political
party; or


 


(d)                                 announced
candidate for political office.


 


“Governmental Authority”
means any nation or government or any province or state or any other political
subdivision thereof, or any entity, authority or body exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, including any government authority, agency, department, board,
commission or instrumentality or any political subdivision thereof, any court,
tribunal or arbitrator, and any self regulatory organization.


 


“Group Companies”
means the Off-Shore Entities (including the Company) and the Domestic
Companies, all as identified in Schedule 2 attached hereto (each, a “Group
Company”).


 


“HK Charge Agreement” means the Share Charge Agreement in the form attached hereto as Exhibit E-3 to be entered into by and among the HK Off-Shore Company, the PRC On-Shore Company and the Purchasers with respect to the pledge by the HK Off-Shore Company of the HK Pledged Shares to and for the benefit of the Purchasers
to secure the performance of the Redemption Right (as defined in the Restated
Articles).


 


“HK Pledged Shares” means the number of shares
of the PRC On-Shore Company equivalent to 13.25% of the issued
and outstanding share capital of the PRC On-Shore Company (calculated on a fully-diluted and as converted basis) owned by the HK Off-Shore Company which are to be pledged by the HK Off-Shore
Company to and for the benefit of the Purchasers under the HK Charge Agreement to secure the performance of the
Redemption Right (as defined in the Restated Articles).


 


“Hong Kong” means the Hong Kong Special Administrative Region of the
PRC.


 


5

















 


“IFRS” means
International Financial Reporting Standards.


 


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


 


“Indemnification
Agreement” means the Indemnification Agreement  entered into by and between the Company and
the director of the Company nominated by the majority in interest of the
Shares, in the form attached hereto as Exhibit C.


 


“Intel” means Intel
Capital Corporation.


 


“Intellectual Property”
means any and all (i) patents, all patent rights and all applications therefor
and all reissues, reexaminations, continuations, continuations-in-part,
divisions, and patent term extensions thereof, (ii) inventions (whether
patentable or not), discoveries, improvements, concepts, innovations and
industrial models, (iii) registered and unregistered copyrights, copyright
registrations and applications, author’s rights and works of authorship
(including artwork of any kind and software of all types in whatever medium,
inclusive of computer programs, source code, object code and executable code,
and related documentation), (iv) URLs, web sites, web pages and any
part thereof, (v) technical information, know-how, trade secrets,
drawings, designs, design protocols, specifications for parts and devices,
quality assurance and control procedures, design tools, manuals, research data
concerning historic and current research and development efforts, including the
results of successful and unsuccessful designs, databases and proprietary data,
(vi) proprietary processes, technology, engineering, formulae, algorithms
and operational procedures, (vii) trade names, trade dress, trademarks,
domain names, and service marks, and registrations and applications therefor, (viii) the
goodwill of the business symbolized or represented by the foregoing, customer
lists and other proprietary information and common-law rights, and (ix) any
other intellectual property or proprietary rights.


 


“Investors’ Rights
Agreement” means the Investors’ Rights Agreement entered into by and among
the Company, all of the Ordinary Shareholders of the Company, the Founder and
the Purchasers, in the form attached hereto as Exhibit D.


 


6

















 


“IP License Agreements”
means the license agreements entered into by and between the owners of the
Group Company IP and the Company in substantially the form attached hereto as Exhibit M
in respect of each Group Company IP.


 


“Key Employee” means
any of the employees listed in Schedule 3 attached hereto.


 


“Knowledge”, “to
the Knowledge” or words of similar import means the actual and constructive knowledge, that would have
been acquired when exercising the duties and responsibilities of the position
of the relevant Person in a reasonable and diligent manner.


 


“Land Use Rights” means in relation to the land
on which the facilities of any Group Companies is located, the land use rights
granted or allocated in relation thereto under the relevant land use right
certificates and real estate certificates.


 


“Law” means (i) any constitutional
provision, statute or other law, rule, regulation, official policy or
interpretation of any Governmental Authority, (ii) any national,
international or supra-national conventions, laws, rules, statutes, decrees,
acts, codes, legislation, treaties, directives, decisions, regulations, rules and
similar instruments (including, without any limitation whatsoever, all
Environmental Laws) and, in respect of any of the foregoing, any instrument
passed in substitution therefore or for the purposes of consolidation thereof
with any other instrument or instruments, and (iii) final judgments,
orders, determinations or awards of any court, arbitral body, administrative
body or tribunal from which there is no right of appeal or if there is a right
of appeal such appeal is not prosecuted within the allowable time.


 


“Liens” means mortgages,
liens, security interests, pledges, easements, rights of first refusal,
options, restrictions, defects of title or encumbrances of any kind.


 


“Management Holding
Companies” shall have the meaning set forth in the preamble to this
Agreement.


 


“Material Adverse Effect”
means any change,
event or effect that (i) is or would reasonably be expected to be
materially adverse to the business, operations, assets (including Tangible
Personal Property), liabilities, financial condition or results of operations
or prospects of any Group Company individually or the Group Companies taken
together as a whole or (ii) is or would reasonably be expected to
materially and adversely affect the ability of any party to a Transaction Document
(other than a Purchaser) to perform its obligations under the Transaction
Documents or the transactions contemplated hereunder or thereunder.


 


“Material Contract” of a Person means any outstanding Contract
material to the business of such Person as of or after the date hereof and
includes, but is not limited to, those Contracts set forth in Section 2.12
of the Schedule of Exceptions.


 


“MOFCOM” means the Ministry of Commerce of the PRC and
any successor authority, including its relevant local departments, as
applicable.


 


7

















 


“MPF Scheme” means the provident fund scheme
registered under the Mandatory Provident Fund Schemes Ordinance (Cap. 485 of
the Laws of Hong Kong) as an “employer sponsored scheme” or a “master trust
scheme” or an “industry scheme” (as defined in the Mandatory Provident Fund
Schemes Ordinance (Cap. 485 of the Laws of Hong Kong).


 


“Off-Shore Entities”
means the Company and the HK Off-Shore Company.


 


“Order” means any
injunction, judgment, decree, order, ruling, assessment or writ of any
Governmental Authority.


 


“Ordinary Share”
means an Ordinary Share of a par value of US$0.0001 in the capital of the
Company.


 


“Ordinary Shareholder”
means a holder of the Ordinary Shares of the Company.


 


“PRC” means the People’s Republic of China, but
solely for the purposes of this Agreement, excluding Hong Kong Special
Administrative Region, Macau Special Administrative Region and
Taiwan.


 


“PRC Resident” has
the meaning as set forth in Circular 75.


 


“Person” means any
individual and entity, including corporation, partnership, trust, limited
liability company, joint venture, association, unincorporated organization or
governmental body or other entity.


 


“Pledged Shares” means the Sky Sense Pledged Shares, the Company Pledged Shares and the HK Pledged
Shares.


 


“SAFE” means the State Administration of
Foreign Exchange, and any governmental body that is a successor thereto,
including its relevant local bureaus, as applicable.


 


“SAIC” means the State Administration for
Industry and Commerce of the PRC or, with respect to the issuance of any
business license or filing or registration to be effected with or by the State
Administration for Industry and Commerce, any Government Authority which is
similarly competent to issue such business license or accept such filing or
registration under the laws of the PRC, including its relevant local bureaus,
as applicable.


 


“Securities Act”
means the U.S. Securities Act of 1933, as amended.


 


“Share Charge Agreements” means the Sky Sense Charge Agreement, the Company Charge Agreement and the HK Charge
Agreement.


 


8

















 


“Shareholder’s Loan Agreement” means the
shareholder’s loan agreement to be entered into by and between the Company and
the PRC On-Shore Company in the form attached hereto as Exhibit J.


 


“Shenzhen MOFCOM” means the competent local office of
MOFCOM located in Shenzhen, PRC.


 


“Shenzhen SAFE” means the competent local office of
SAFE located in Shenzhen, PRC .


 


“Sky Sense Charge Agreement” means the Share Charge Agreement in the form attached hereto as Exhibit E-1 entered into by and among the Founder,
Sky Sense, the Company  and the Purchasers with respect to the
pledge by Sky Sense of the Sky Sense
Pledged Shares to and
for the benefit of the Purchasers to secure the performance of the Redemption
Right (as defined in the Restated Articles).


 


“Sky Sense Pledged Shares” means the 13,398,780
Ordinary Shares of the Company owned by Sky Sense which are pledged by Sky Sense to and for the benefit of the
Purchasers under the Sky Sense Charge Agreement to secure the performance of the Redemption Right (as
defined in the Restated Articles).


 


“Tax” (and, with correlative meaning, “Taxes”
and “Taxable”) means any and all taxes including, without limitation, (i) any
income, alternative or add-on minimum tax, gross income, gross receipts, sales,
use, ad valorem, transfer, franchise, profits, value added, net worth, license,
withholding, payroll, employment, excise, severance, stamp, occupation,
premium, property, environmental or windfall profit tax, custom, duty,
governmental fee or other like assessment or charge in the nature of tax, or
other tax of any kind whatsoever, together with any interest or any penalty,
addition to tax or additional amount imposed by any Tax Authority, (ii) any
liability for the payment of any amounts of the type described in (i) as a
result of being a member of an affiliated, consolidated, combined or unitary
group for any taxable period or as the result of being a transferee or
successor thereof and (iii) any liability for the payment of any amounts
of the type described in (i) or (ii) as a result of any express or
implied obligation to indemnify any other person.


 


“Tax Authority” means any United States, Cayman
Islands, PRC, Hong Kong or other local or foreign Governmental Authority or
regulatory body responsible for the imposition of any Taxes.


 


“Tax Return” means any return, declaration, report,
claim for refund, information return or similar statement filed or required to
be filed with respect to any Taxes, including any schedule or attachment
thereto, and including any amendment thereof.


 


“Transaction Documents”
means this Agreement, the Investors’ Rights Agreement, the Restated Articles,
the Share Charge Agreements, the Indemnification Agreement, the Employment Agreements, the
Shareholder’s Loan Agreement, the IP License Agreements, the Subordination
Agreement and the Escrow Agreement.


 


9














 


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


 


“US$” means the
lawful currency of the United States of America.


 


“Warrantors” means
the Company, the HK Off-Shore Company, the PRC On-Share Company, the Management
Holding Companies, and Founder.


 


2.                                       Representations and
Warranties of the Warrantors.  Each of the Warrantors hereby jointly and
severally represents and warrants to each Purchaser that, except as set forth
on the Schedule of Exceptions, attached hereto as Schedule 4 (the “Schedule
of Exceptions”), the following representations are true, correct and
complete as of the date hereof and will be true, correct and complete as of the
Closing Date (except as otherwise
indicated).


 


2.1                                 Organization,
Good Standing and Qualification.  Each Group Company is duly incorporated, validly
existing and, except in the case of
the HK Off-Shore Company and a Domestic Company, in good standing under the laws of the jurisdiction
of its incorporation and has all requisite corporate power and authority to
own, lease and operate the assets and properties it now owns, leases and
operates, and to carry on its business as presently conducted and as proposed
to be conducted.  Each Group Company is
duly qualified to transact business in each jurisdiction in which it operates
its business and, except in the case of
the HK Off-Shore Company and a Domestic Company, is in good standing in each jurisdiction in which the
failure to so qualify would have a Material Adverse Effect.  Each Group Company is permitted by the laws
of the jurisdiction of its incorporation to carry on business outside such
jurisdiction.  Section 2.1 of
the Schedule of Exceptions completely and
accurately sets forth
(a) a list of all jurisdictions throughout the world in which each Group
Company is authorized or qualified, or is otherwise required to be authorized
or qualified, to do business as a foreign Person, (b) a list of the
locations of all sales offices and manufacturing facilities, (c) any other
offices or facilities of each Group Company which are material to the business
of the Group Companies, (d) a list of all jurisdictions in which any Group
Company maintains any employees or contractors, (e) a list of all of the
officers and directors of each Group Company as well as any other Person having
authority to enter into Contracts on behalf of such Group Company
or having access to the bank accounts of such Group Company, and (f) a statement of each
Group Company’s business.


 


2.2                                 Capitalization.


 


(a)                                  The authorized capital of the Company
consists, immediately prior to the Closing, of 500,000,000 Ordinary Shares of
par value US$0.0001, 101,122,871  of
which are issued and outstanding immediately prior to the Closing.  All of the Ordinary Shares have been duly
authorized, are fully paid and nonassessable, and were issued
in compliance with all applicable Laws.  Immediately following the Closing, the
authorized capital of the Company shall consist of  493,972,809 Ordinary Shares with a par value
of US$0.0001 each, 101,122,871 of which will be issued and outstanding, and 6,027,191 Series A
Preferred Shares with a par value of US$0.0001,  6,027,191 of which will be issued and outstanding.


 


(b)                                 Section 2.2(b)-1 of the Schedule of Exceptions completely
and accurately lists all those who are the registered and beneficial holders of
shares (or other equity interests 


 


10

















 


(whether in the form of securities convertible into, exchangeable or exercisable for
shares or other equity interests)), share options and warrants of each of the Off-Shore Entities and the Domestic Companies as of the date
hereof.  Section 2.2(b)-2 of the Schedule
of Exceptions completely and accurately lists all those who are the registered
and beneficial holders of shares (or other
equity interests (whether in the form of securities convertible into, exchangeable or exercisable for
shares or other equity interests)), share options and warrants of each of the Off-Shore Entities and the Domestic Companies as of the
Closing Date.  The Company has not adopted and does not
maintain a stock option or restricted stock plan or any other equity incentive
plan.


 


(c)                                  Section 2.2(c) of the Schedule of Exceptions sets
forth the capitalization of the Company immediately following the Closing, including the
number of shares of the following: (i) issued and outstanding Ordinary Shares (or other equity interests (whether in the form of securities convertible into, exchangeable or exercisable for
shares or other equity interests)), including, with respect to restricted
Ordinary Shares, if any, vesting schedule and repurchase price, (ii) issued
share options, (iii) share options not yet issued
but reserved for issuance, including vesting schedule and exercise price, (iv) Series A
Preferred Shares and (v) warrants or share purchase rights, if any.  Except for the conversion privileges of the Series A
Preferred Shares and the rights provided in the Investors’ Rights
Agreement, there are no outstanding options, warrants, rights (including
conversion or preemptive rights and rights of first refusal or similar rights)
or agreements, orally or in writing, for the purchase or acquisition from the
Company of any shares of its capital stock. 
No share plan, share purchase, share option or other agreement or
understanding between the Company and any holder of equity securities or rights
to purchase equity securities provides for acceleration or other changes in the
vesting provisions or terms of such agreements or understandings, or the lapse
of a Company repurchase right, upon the occurrence of any event.  Except as provided in the
Investors’ Rights Agreement, none of the Group Companies is under any
obligation to register under the Securities Act any of its currently
outstanding securities or any securities issuable upon exercise or conversion
of its currently outstanding securities. No shareholder of any Warrantor (other than the Founder) nor the
Founder has entered into any agreement with respect to the voting of capital
shares, ownership or control of any Group Company, other than as set forth in the
Investors’ Rights Agreement and the Share Charge Agreements.  To
the Knowledge of the Warrantors, no shareholder of any Group Company (other
than any of the Warrantors) has entered into any agreement with respect
to the voting of capital shares, ownership or control of any Group Company, other than as
set forth in the Investors’ Rights Agreement and the Share Charge Agreements.


 


2.3                                 Group Structure.


 


(a)                                  Section 2.3(a) of the Schedule of Exceptions
includes a chart setting forth each Group Company (other than the Company) and lists (i) the issued and outstanding share capital or equity
interests (including equity interests in the form of securities convertible into, exchangeable or exercisable for
shares or other equity interests) (“equity
interests”) of
each Group Company (other than the Company), (ii) the name of each holder of
record and beneficial owner of such equity interests and (iii) the number of equity interests held by such
holder and owner.  The issued share
capital of each Group Company (other than the Company) has been duly
authorized, are fully paid and nonassessable. 
In respect of any equity interests in a Group 


 


11

















 


Company owned by the Ordinary Shareholders, the
Company or another Group Company, (a) the Ordinary Shareholders, the
Company or such other Group Company, as the case may be, hold good and valid
title to such equity interests, free and clear
of all restrictions on transfer or other encumbrances (other than as
contemplated under the Investors’ Rights Agreement or the Share Charge
Agreements) and (b) such interest was duly
acquired in compliance with, and is valid under, all applicable Laws, including
those promulgated by SAFE and those regulating the offer, sale or issuance of
securities generally.  There are no
outstanding options, warrants, rights (including conversion or preemptive
rights and rights of first refusal or similar rights), or agreements, orally or in writing, for
the purchase or acquisition from any Group Company (other than the Company) of
any shares of its capital stock.


 


(b)                                 The Company is a holding company and has
no business activities other than its direct or indirect 100%
equity ownership of each of the HK Off-shore Company and the Domestic
Companies.  The HK Off-Shore Company is a
holding company and has had no business activities other than the ownership of
equity interests in the Domestic Companies.  Each of the Offshore Entities has no liabilities or
obligations and is not a party to any agreement, Contract or
commitment, other than those relating solely to either the transactions
contemplated by this Agreement or its ownership of shares or equity interests
in the other Group Companies.


 


(c)                                  Each of the Domestic Companies is an
indirect wholly-owned subsidiary of the Company.  The formation of each of the Domestic
Companies has been duly approved by all requisite Government Authorities as a
wholly foreign-owned enterprise under applicable Law.


 


(d)                                 Except in respect of any interest held in
any Group Company, neither the Company nor any other Group Company has any
subsidiaries or owns or controls, directly or indirectly, any interest in any
other corporation, partnership, trust, joint venture, limited liability
company, association or other entity.  Except as
disclosed in Section 2.3(d) of the Schedule of Exceptions,
none of the Group Companies is a participant in any joint venture, partnership
or similar arrangement or maintains any offices or any branches.


 


(e)                                  Except as set forth in Section 2.3(e) of
the Schedule of Exceptions, the legally authorized registered capital of each
of the Domestic Companies has been paid-in in full in accordance with
applicable Law.  Each such capital
contribution has been duly verified by a certified accountant registered in the
PRC and the accounting firm employing such accountant, and the report of the
certified accountant evidencing such verification has been registered with SAIC
or its local bureau, all in accordance with applicable Law.


 


(f)                                    Trony Materials has no interest in or
claim against any of the Group Companies. 
Trony Materials has no connection with and has no business relations
with any of the Group Companies.


 


2.4                                 Authorization. 
All
corporate action on the part of each Group Company, its officers, directors and
shareholders necessary for the authorization, execution and delivery of this
Agreement and the other Transaction Documents, the performance of all
obligations of such Group Company hereunder and thereunder and the
authorization, issuance and delivery of the Shares and the Conversion Shares
(together, the “Securities”) has been taken or will be taken prior to
the Closing, and the Transaction Documents, when executed and delivered by the 


 


12

















 


applicable Group Company, shall constitute valid and
legally binding obligations of such Group Company, enforceable against such Group
Company in accordance with their respective terms except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, or other laws of general application relating to or affecting the
enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies, or (iii) to the extent the indemnification
provisions contained in the Investors’ Rights Agreement may be limited by
applicable securities laws.


 


2.5                                 Valid Issuance of
Securities.  The Shares, when issued, sold and
delivered in accordance with the terms hereof for the consideration expressed
herein, will be duly and validly issued, fully paid and nonassessable and free
of restrictions on transfer other than restrictions on transfer under the Transaction
Documents, applicable securities laws and Liens created by or imposed by such
Purchaser.  Based in part upon the
representations of the Purchasers in Section 3 of this Agreement
and subject to the provisions of Section 2.6 below, the Shares will
be issued in compliance with all applicable securities laws.  The Conversion Shares have been duly and
validly reserved for issuance, and upon issuance in accordance with the terms
of the Restated Articles, will be duly and validly issued, fully paid and nonassessable
and free of restrictions on transfer other than restrictions on transfer under
the Transaction Documents, applicable securities laws and Liens created by or
imposed by a Purchaser.  Based in part
upon the representations of the Purchasers in Section 3 of this
Agreement, and subject to Section 2.6 below, the Conversion Shares
will be issued in compliance with all applicable securities laws.


 


2.6                                 Governmental Consents and
Filings.  Except as set forth in Section 2.6 of the Schedule of Exceptions, assuming the accuracy of the
representations and warranties made by the Purchasers in Section 3
of this Agreement, no consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any
federal, national, state, provincial or local governmental authority is
required on the part of the Company or any other Group Company in connection
with the consummation of the transactions contemplated by the Transaction Documents, except for the filing of the Restated Articles with the Cayman
Registrar and the forms titled “SC1 — Return of Allotments” and “SC11 —
Notification of Change of Share Capital Structure”, with the Registrar of
Companies of Hong Kong (which filing will be made within the time prescribed by
applicable Law).


 


2.7                                 Permits and Licenses.


 


(a)                                  Section 2.7 of the Schedule of Exceptions contains a
complete and correct list of all permits, licenses, approvals, authorizations,
franchises and any similar document issued by a Governmental Authority (the “Licenses”)
used in the business or operations of the Group Companies.  Each Group Company has all Licenses necessary
for the conduct of the business of such Group Company as now conducted and as
proposed to be conducted.  Prior to the
execution of this Agreement, the Company has delivered to the Purchasers true
and complete copies of all such Licenses.  Each License is valid, binding and in full force and
effect and will remain in full force and effect for not less than one (1) year
after the Closing, or if less than one (1) year, there be no impediment or limitation
on any renewal thereof.  No other
license is necessary for, or otherwise material to, the conduct of the business
by any Group Company.  The consummation
of the transactions contemplated under the Transaction Documents will not
result in the 


 


13

















 


termination or revocation of
any of the  Licenses.  None of the Group Companies is in default
under any of its Licenses and has not received any written notice relating to
the suspension, revocation or modification of any such Licenses.


 


(b)                                 Without limiting the generality of
paragraph (i) above, all Licenses required under applicable Laws in
the PRC for the due and proper establishment and operation of each of the
Domestic Companies and the consummation of the transactions contemplated hereby
have been duly obtained from the relevant Governmental Authority and are in
full force and effect.  All filings and
registrations with the relevant PRC Governmental Authority required in respect
of each of the Domestic Companies and each of its operations and businesses,
including without limitation, registration with MOFCOM, SAIC and SAFE have been
duly and timely completed in accordance with the applicable
Laws of the PRC.


 


2.8                                 Compliance with Law and
Other Instruments.


 


(a)                                  Except as disclosed in Section 2.8(a) of
the Schedule of Exceptions, each Group Company is, and at all times has been,
in compliance in all material respects with all Laws and Orders that are applicable
to it or to the conduct or operation of the business of the Group Companies as
now conducted and as presently proposed to be conducted or the ownership or use
of any of their respective assets.


 


(b)                                 No event has occurred or circumstance
exists that (with or without notice or lapse of time) (i) may constitute
or result in a violation by any Group Company of, or a failure on the part of
such Group Company to comply with, any Law or Order or (ii) may give rise
to any obligation on the part of any Group Company to undertake, or to bear all
or any portion of the cost of, any remedial action of any nature.


 


(c)                                  None of the Group Companies has received
any notice or other communication (whether oral or written) from any
Governmental Authority regarding (i) any actual, alleged, possible, or
potential violation of, or failure to comply with, any Law or Order or (ii) any
actual, alleged, possible, or potential obligation on the part of such Group
Company to undertake, or to bear all or any portion of the cost of, any
remedial action of any nature.


 


(d)                                 No Group Company nor any person for whose
acts or defaults any Group Company may be vicariously liable has:


 


(i)                                     induced a person to enter into an
agreement or arrangement with any Group Company by means of an unlawful or
immoral payment, contribution, gift or other inducement;


 


(ii)                                  knowingly paid,
offered, promised or authorized the payment of money or anything of value,
directly or indirectly, to any Governmental Official, for the purpose of (i) influencing
any act or decision of such Government Official in favor of any Group Company
or (ii) inducing such Government Official to do or omit to do any act, in
violation of his or its lawful duty in order to obtain or retain business for
any Group Company, direct business to any person, or to secure any improper
advantage to any Group Company;


 


14

















 


(iii)                               instructed an agent acting on behalf of any Group
Company to pay, offer, promise or authorize the payment of money or anything of
value, directly or indirectly, to any Governmental Official, for the purpose of
(i) influencing any act or decision of such Government Official in favor
of any Group Company, or (ii) inducing such Government Official to do or
omit to do any act, in violation of his or its lawful duty in order to obtain
or retain business, direct business to any person, or to secure any improper
advantage to any Group Company, and the Founder and no Group Company nor any of
their officers, directors or employees have knowledge that an agent acting on
any Group Company’s behalf has paid, offered, promised or authorized such
payment to any Government Official for the purposes aforesaid; or


 


(iv)                              directly or indirectly made an unlawful
contribution to a political activity.


 


(e)                                  The Group
Companies maintain a system of internal accounting controls reasonably designed
to ensure that the Group
Companies maintain no off-the-books accounts and the assets of the Group
Companies are used only in accordance with the Company’s management directives.


 


(f)                                    None of the Group Companies is in
violation of (i) its business license, (ii) memorandum of association
or articles of association, as appropriate, or equivalent constitutional
documents as in effect at the Closing, or (iii) Material Contracts.


 


(g)                                 The execution, delivery, and performance
of the Transaction Documents by the Company, the HK Off-Shore Company, the PRC
On-Shore Company, the Management Holding Companies and the Founder, and the
consummation of the transactions contemplated hereby or thereby do not and will
not (i) result in any violation of, be in conflict with, require a consent
under, or constitute a default under, with or without the passage of time or
the giving of notice or otherwise, (A) any provision of the business
license, memorandum of association or articles of association, as appropriate,
or equivalent constitutional documents of any Group Company as in effect as of
the date hereof and at the Closing, (B) any provision of any Order to
which any Group Company is a party or by which it is bound, (C) any
Material Contract (as defined below), or (D) any Law applicable to any
Group Company; (ii) accelerate or constitute an event entitling the holder
of any Indebtedness of any Group Company to accelerate the maturity of any such
Indebtedness or to increase the rate of interest presently in effect with
respect to such Indebtedness; (iii) cause any Group Company to be in
default of its obligations under any Indebtedness agreement; or (iv) result
in the creation of any Lien upon any of the properties or assets of any Group
Company.


 


2.9                                 Real Property.


 


(a)                                  Owned Real Property.  Section 2.9(a) of
the Schedule of Exceptions sets forth a true, correct and complete list of all
the land, buildings and premises currently owned by the Group Companies (the “Owned
Real Property”).  The Group Companies
have exclusive and unfettered possession, occupation and proper legal title to
the Land Use Rights and building ownership rights in respect of the Owned Real
Property (including possession of the Land Use Rights certificates and building
ownerships certificates) and are, subject to compliance with 


 


15

















 


applicable Laws of the PRC, entitled to transfer,
sell, mortgage or otherwise dispose of the Owned Real Property and there are no
Liens or right to use, possess or occupy the Owned Real Property in favor of
third parties affecting it.  There are no
claims pending or, to the Warrantor’s Knowledge, threatened that would result
in the creation of any Lien on any Owned Real Property.  There are no zoning or other applicable Laws or
regulations currently in effect that would prevent or limit any Group Company
from conducting its operations on the Owned Real Property as they are currently
conducted or contemplated to be conducted. 
The PRC On-Shore Company is in compliance with all of the terms and
conditions applicable to it to continue to retain the incentives obtained by it
as an entity whose key product is a “high and new technology product” pursuant
to the Contracts which granted the Land Use Rights entered into with relevant
Government Authority in respect of the Owned Real Property.


 


(b)                                 Leased Real Property.  Section 2.9(b) of
the Schedule of Exceptions sets forth each leasehold interest pursuant to which
any Group Company leases or otherwise occupies, licenses or uses any real
property (a “Lease”) which is material to the business of the Group
Companies, indicating the parties to such Lease, the address of the property
demised under the Lease, the rent payable under the Lease and the term of the
Lease.  Each Lease constitutes the entire
agreement to which any Group Company is a party with respect to the property
demised thereunder, and a true and complete copy of each such Lease has been
delivered to the Purchasers, together with all amendments, modifications,
alterations and other changes thereto. 
Each Lease is valid and subsisting, has been duly registered with the
relevant Government Authority (if required by applicable Law)
and enforceable against the parties thereto in accordance with its terms.  As of the date hereof, all conditions
precedent to the enforceability of each Lease have been satisfied, and there
exists no breach or default, nor state of facts which, with the passage of time,
notice, or both, would result in a breach or default on the part of the
relevant Group Company and to the Warrantor’s Knowledge, on the part of any
other party to the Lease.  Each Group
Company has accepted possession of the property demised pursuant to each Lease
and is in actual possession thereof and has not sublet, assigned or
hypothecated its leasehold interest thereto. 
The particulars of the Leases as set out in Section 2.9(b) of
the Schedule of Exceptions are true and complete.  No Group Company uses any real property in
the conduct of its business except (i) the Owned Real Property or (ii) insofar
as it has secured a Lease with respect thereto. 
No default or event of default on the part of any Group Company or event
which, with the giving of notice or passage of time or both, would constitute a
default or event of default has occurred and is continuing un-remedied or
un-waived under the terms of any of the Leases other than those defaults or
events of default which would not have a Material Adverse Effect.  There exists no pending or, to the Knowledge of the Warrantors, threatened, condemnation,
confiscation, dispute, claim, demand or similar proceeding with respect to, or
which could materially and aversely affect, the continued use and enjoyment of
any Lease.


 


2.10                           Tangible Personal Property. 
The Group Companies are in possession of and have good and marketable
title to, or have valid leasehold interests in or valid contractual rights to
use all material tangible personal property used in the conduct of their
business, including the tangible personal property reflected in the Financial
Statements and tangible personal property acquired since December 31, 2007
(collectively, the “Tangible Personal Property”).  All Tangible Personal Property is free and
clear of all Liens and is in good working order and condition in all material respects, ordinary wear and tear excepted, and its use complies in all material
respects will all applicable Laws.  No
Group Company has granted any lease, sublease, 


 


16

















 


tenancy or License of any portion of the Tangible
Personal Property.  During the past two (2) years
the operations of the business of the Group Company have not been interrupted
for a period of more than twenty-four (24) consecutive hours in any twelve (12)
month period due to inadequate maintenance of the Tangible Personal
Property.  None of the Tangible Personal
Property of any Group Company is a state-owned asset, and inasmuch, none of the
Tangible Personal Property of any Group Company is required by applicable Law
to undergo any form of valuation procedure prior to the consummation of the
transactions contemplated by the Transaction Documents.


 


2.11                           Intellectual Property.


 


(a)                                  Each Group Company owns or possesses
sufficient legal rights under license agreements to all Intellectual Property used in
connection with the business of such Group Company as now conducted and as
presently proposed to be conducted (the “Group Company IP”) without any
conflict with, or infringement of, the rights of any other Person.  No product or service marketed or sold (or
presently proposed to be marketed or sold) by any Group Company violates or
will violate any license or infringes or will infringe any intellectual
property rights of any other Person. 
There are no outstanding options, licenses, agreements, claims,
encumbrances or shared ownership interests of any kind relating to any Group
Company IP, nor is any Group Company bound by or a party to any options,
licenses or agreements of any kind with respect to the patents, trademarks,
service marks, trade names, copyrights, trade secrets, licenses, information,
proprietary rights and processes of any other Person.  The conduct by each of the Group Companies of
their respective business does not infringe the rights of any third party in
respect of any Intellectual Property and no claim or demand has been made, or
to the Warrantors’ Knowledge, currently threatened to be made to this
effect.  None of the Group Companies has
received any communications alleging that any Group Company has violated or, by
conducting its business, would violate any of the patents, trademarks, service
marks, trade names, copyrights, trade secrets, mask works or other proprietary
rights or processes of any other Person. 
To the Warrantors’ Knowledge, no third party is violating or infringing
any Group Company IP.  The Group
Companies have taken commercially reasonable
measures to protect
the proprietary nature of the Group Company IP, including measures to prevent unauthorized access or use and any
disclosure or misappropriation of Group Company IP.


 


(b)                                 None of the Group Companies is aware that
any of its employees is obligated under any legally binding Contract
(including licenses, covenants or commitments of any nature) or other legally
binding agreement, or subject to any judgment, decree or order of any court or
administrative agency, that would materially interfere with the use of such
employee’s best efforts to promote the interest of such Group Company or that
would materially conflict with the business of such Group Company.  Neither the execution or delivery of this
Agreement, nor the carrying on of a Group Company’s business by the employees
of such Group Company, nor the conduct of such Group Company’s business as
proposed, will, to the Warrantors’ Knowledge, conflict with or result in a
breach of the terms, conditions, or provisions of, or constitute a default
under, any Contract, covenant or instrument under which any such
employee is now obligated. None of the Group Companies believes it is or will
be necessary to utilize any inventions, trade secrets or proprietary
information of any of its employees (or Persons it currently intends to hire)
made prior to their employment by such Group Company, 


 


17

















 


except for inventions, trade secrets or proprietary
information that have been assigned to such Group Company and which are
disclosed in the Schedule of Exceptions hereto.


 


(c)                                  Each Group Company is in compliance in all material respects with all applicable Laws and Orders and restrictions of any
Governmental Authority relating to the Company’s products and services.


 


(d)                                 The Company has executed legally binding
written agreements with third parties to whom the
Company has shared confidential information of the Company, and those
agreements require such third parties to keep such information confidential and restrict the use of such information, subject to standard exclusions, exceptions and carve-outs.


 


(e)                                  Section 2.11(e) of the Schedule of Exceptions lists
all Group Company IP (including those owned
by, or registered in the name of, the Founder) that is or was the
subject of an application, registration or other government filing in the PRC
or in any other jurisdiction.  Each Group
Company has obtained and possesses valid Licenses to use all of the software
programs present on the computers and other software-enabled electronic devices
that it owns or leases or that it has otherwise provided to its employees for
their use in connection with the business of such Group Company.  None of the Group Companies is a member of,
has made any contribution to, or otherwise participated in, a standards body
nor is it obligated, as a result of any such activities, to grant or offer any
third party any license or right to Group Company IP, or otherwise restricted
in its ability to assert any rights to Group Company IP.


 


(f)                                    To the extent any of the Group Company IP is not owned or registered in the
name of the Domestic Companies, the PRC On-Shore
Company has an exclusive, unconditional, irrevocable, fully paid, royalty-free
and transferable license (each an “IP License” and together the “IP
Licenses”) to such Group Company IP (including any and all Intellectual
Property which are continuations, divisionals, continuations-in-part, reissues,
reexaminations, substitutions, or extensions of the Group Company IP, and any
other Intellectual Property resulting from the Group Company IP) pursuant to
the IP License Agreements, to be used by the PRC On-Shore Company for any purpose
whatsoever, including for manufacturing, marketing, selling or distributing
products or services incorporating such Group Company IP without restrictions
of any manner or type, anywhere in the world.


 


2.12                           Agreements; Actions.


 


(a)                                  Section 2.12(a) of the Schedule of Exceptions lists
all Contracts to which any Group Company is a party or by
which any of their respective properties or assets may be bound or affected that is deemed a Material Contract under this Agreement, including any Contract (other
than the Transaction Documents) that (i) cannot be terminated on less than
thirty (30) days notice and involves payment
of RMB10,000,000 (or
the equivalent thereof in another currency), (ii) involves payments (or a
series of payments), contingent or otherwise, of RMB10,000,000 (or the
equivalent thereof in another currency) or more with respect to a series of
related agreements, in cash, property or services, (iii) is with a
Governmental Authority, (iv) limits or restricts any Group Company’s
ability to compete or otherwise conduct its business as now conducted and as
presently proposed to be conducted in any manner, time or place, or that
contains any exclusivity provision, (v) grants a power of attorney, agency
or similar authority, in 


 


18

















 


each case, in written form, (vi) relates to Indebtedness for money
borrowed, provides for an extension of credit, provides for indemnification or
any guaranty, or provides for a “keep well” or other agreement to maintain any
financial condition of another Person, (vii) relates to Intellectual
Property, other than “shrink-wrap” or “off-the-shelf” commercially available
software, (viii) is with an Affiliate of any Group Company, (ix) is
an insurance policy, (x) grants the right to manufacture, produce,
assemble, market or sells its products to any other Person or affect the
exclusive right of the Group Company to develop, manufacture, assemble,
distribute, market or sell its products, (xi) is outside the ordinary course of
business, (xii) is otherwise material to any Group Company or is an agreement
on which any Group Company is substantially dependent, or (xiii) commitment to
enter into any of the agreements identified in (i) through (xii) above.


 


(b)                                 A true, fully-executed copy of each
Material Contract (and a written summary of each non-written Material Contract)
has been made available for review to counsel to the Purchasers identified to the Company.  Each Material Contract is a valid
and binding agreement of the Group Company that is a party thereto, the
performance of which does not and will not violate any applicable Law or Order,
and is in full force and effect, and such Group Company has duly performed in all material
respects all of its obligations under each Material Contract to the extent that
such obligations to perform have accrued, and no breach or default, alleged
breach or alleged default, or event which would (with the passage of time,
notice or both) constitute a breach or default thereunder by such Group Company
or any other party or obligor with respect thereto, has occurred, or as a
result of this Agreement or performance hereof will occur.  No Group Company has given notice (whether or
not written) that it intends to terminate a Material Contract or that any other
party thereto has breached, violated or defaulted under any Material
Contract.  No Group Company has received
any notice (whether or not written) that (i) it has breached, violated or
defaulted under any Material Contract or (ii) any other party thereto
intends to terminate such Material Contract.


 


(c)                                  Except as set forth in Schedule 2.12(c) of
the Schedule of Exceptions, none of the Group Companies has (i) declared
or paid any dividends, or authorized or made any distribution upon or with
respect to any class or series of its capital stock, (ii) incurred any
Indebtedness or incurred any other liabilities individually in excess of
US$10,000 or in excess of US$25,000 in the aggregate, (iii) made any loans
or advances to any Person, other than ordinary advances for travel expenses, or
(iv) sold, exchanged or otherwise disposed of any of its assets or rights,
other than the sale of its inventory or the licensing of its products in the
ordinary course of business.


 


(d)                                 None of the Group Companies is a
guarantor or indemnitor of, or has
provided any security for, any Indebtedness of any other Person.


 


(e)                                  For the purposes of subsections (b) and
(d) above, all Indebtedness, liabilities, agreements, understandings, instruments,
Contracts and proposed transactions involving the same
Person (including Persons the Company has reason to believe are affiliated with
that Person) shall be aggregated for the purposes of meeting the individual
minimum dollar amounts of each such subsection.


 


19














 


(f)                                    None of the Group Companies has engaged
in the past three months in any discussion with any representative of any
Person regarding (i) a sale of all or substantially all of the Group
Company’s assets, (ii) any merger, consolidation or other business combination
transaction of the Group Company with or into another Person, other than a
transaction in which the holders of at least a majority of the shares of voting
capital shares of the Group Company outstanding immediately prior to such
transaction continue to hold (either by such shares remaining outstanding or by
their being converted into shares of voting capital shares of the surviving
entity) a majority of the total voting power represented by the shares of
voting capital shares of the Group Company (or the surviving entity)
outstanding immediately after such transaction, or (iii) the direct or
indirect acquisition (including by way of a tender or exchange offer) by any
person, or persons acting as a group, of beneficial ownership or a right to
acquire beneficial ownership of shares representing a majority of the voting
power of the then outstanding shares of capital shares of the Group Company.


 


2.13                           Financial
Statements.  The Company has delivered to each
Purchaser (i) its audited financial statements (including balance sheet,
income statement and statement of cash flow, and the notes thereto) of the
Domestic Companies as at and for the fiscal years ended December 31, 2005
and December 31, 2006, together with their auditing report by Shenzhen Lianchuang
Lixin Certified Public Accountants (深圳联创立信会计师事务所), (ii) its audited financial statements
(including balance sheet, income statement and statement of cash flow, and the
notes thereto) of the Domestic Companies as at and for the period
from July 1, 2006 and ended June 30, 2007, together with their
auditing report by Deloitte & 
Touche, (iii) its audited financial statements
(including balance sheet, income statement and statement of cash flow, and the
notes thereto) of the Domestic Companies as at and for the period
from July 1, 2007 and ended December 31, 2007, together with their
auditing report by Deloitte & 
Touche, and (iv) its unaudited (but reviewed by Deloitte & Touche) financial
statements as at and for the six months ended June 30, 2008 (“Reviewed Financial Statements”)
(collectively, the “Financial Statements”).  The Financial Statements have been prepared in accordance with IFRS throughout
the periods indicated, except that the unaudited (but reviewed by Deloitte & Touche) portions of the Financial Statements may not contain all
footnotes required by IFRS. 
The Financial Statements are complete and correct in all material
respects and fairly present the financial condition and operating results of
the Domestic  Companies as of the dates,
and for the periods, indicated therein, subject in the case of the unaudited
Financial Statements to normal year-end audit adjustments.  The Company shall, as soon as practicable
following the Closing, maintain a standard system of accounting
established and administered in accordance with GAAP.


 


2.14                           No Undisclosed Liabilities. 
There are no debts, liabilities, or claims owed by or against any Group
Company of any nature, whether accrued, absolute, contingent or otherwise, and
whether due or to become due, other than (a) liabilities set forth in the
Financial Statements applicable thereto and (b) liabilities that have been
incurred by such Group Company since the December 31, 2007 in the ordinary
course of business and consistent with such Group Company’s past practices.


 


2.15                           Accounts Receivable. 
All of the accounts receivable and notes receivable owing to each Group
Company, including without limitation all accounts receivable and notes
receivable set forth on the Financial Statements, constitute valid and enforceable
claims other 


 


20

















 


than accounts receivable and notes receivable which
individually and in the aggregate would not be material if unpaid, and are good
and collectible in the ordinary course of business in all material respects,
net of any reserves shown on the Financial Statements applicable thereto (which
reserves are adequate and were calculated on a basis consistent with
IFRS).  There are no material contingent
or asserted claims, refusals to pay, or other rights of set-off with respect to
any Group Company.  The parties agree and acknowledge that
nothing in this Section 2.15 is intended to constitute, nor shall anything
in this Section 2.15 be construed as constituting, a guarantee of
collection of any of the accounts receivable or notes receivable owing to any
Group Company


 


2.16                           Changes.  Except as set forth in Schedule 2.16 of
the Schedule of Exceptions, since December 31, 2007, there has
not been:


 


(a)                                  any event, occurrence, fact, condition,
change, development or effect that, individually or in the aggregate, has or
could become or result in a Material Adverse Effect;


 


(b)                                 any material damage, destruction or loss,
whether or not covered by insurance;


 


(c)                                  any waiver or compromise by any Group Company
of a valuable right or of a material debt owed to it;


 


(d)                                 any satisfaction or discharge of any Lien
or claim or payment of any obligation by any Group Company, except in the
ordinary course of business;


 


(e)                                  any material change to a Contract or agreement
by which any Group Company or any of its assets is bound or subject;


 


(f)                                    any material change in any compensation
arrangement or agreement with any employee, officer, or director of any Group
Company;


 


(g)                                 any resignation or termination of
employment of any senior officer, executive or other key employee of any
Group Company;


 


(h)                                 any termination of agreement, not limited
to, with auditors, legal counsels, brokers, and consultants;


 


(i)                                     any mortgage, pledge, transfer of a
security interest in, or other Lien, created by any Group Company, with respect
to any of its properties or assets, except Liens for taxes not yet due or
payable and Liens that arise in the ordinary course of business and do not
materially impair such Group Company’s ownership or use of such property or
assets;


 


(j)                                     any loans or guarantees made by any Group
Company to or for the benefit of its employees, officers or directors, or any
members of their immediate families, other than travel advances and other
advances made in the ordinary course of its business;


 


21

















 


(k)                                  any declaration, setting aside or payment
or other distribution in respect of any of the capital stock of any Group
Company, or any direct or indirect redemption, purchase, or other acquisition
of any of such capital stock by any Group Company;


 


(l)                                     any sale, assignment or transfer of any
Group Company IP outside the ordinary course of business;


 


(m)                               receipt of notice that there has been a
loss of, or material order cancellation by, any major customer of any Group
Company; or


 


(n)                                 any arrangement or commitment by any
Group Company to do any of the things described in this Section 2.16.


 


2.17                           Litigation. 
Except as
disclosed in Section 2.17 of the Schedule of Exceptions, there is
no claim, action, suit, proceeding, arbitration, complaint, charge or
investigation pending against any Group Company, or to the Warrantors’
Knowledge, currently threatened against any Group Company or any officer,
director or Key Employee of any Group Company (in their capacity as such).  None of the Group Companies, and to the
Warrantors’ Knowledge, any of their officers, directors or Key Employees, is a
party or is named as subject to the provisions of any order, writ, injunction,
judgment or decree of any Governmental Authority (in the case of officers,
directors or Key Employees, such as would affect any Group Company).  There is no action, suit, proceeding or
investigation by any Group Company pending or which any Group Company intends
to initiate.  The foregoing includes,
without limitation, actions, suits, proceedings or investigations pending or
threatened in writing (or any basis therefor known to the Warrantors) involving
the prior employment of any Group Company’s employees, their services provided
in connection with the business of the Group Companies, or any information or
techniques allegedly proprietary to any of their former employers, or their
obligations under any agreements with prior employers.


 


2.18                           Employee
Benefit Plans.  Other than statutory social security funds required under the applicable Laws of the PRC or the Laws of
Hong Kong under the MPF Scheme, no Group Company provides or is required to
provide any retirement, social insurance, life insurance, medical, dental or
other welfare benefits provided on ill-health, injury, death disability or on
termination of employment (whether voluntary or involuntary) to any current or
former employees, officers consultants, independent contractors or agents of
any Group Company.  Except as disclosed
in Section 2.18 of the Schedule of Exceptions, no Group Company is
a party to or is bound by any currently effective employment Contract,
deferred compensation agreement, bonus plan, incentive plan, profit sharing
plan, retirement agreement, vacation, hospitalization, medical or other plan,
policy, trust or arrangement or other employee compensation agreement.  Except as disclosed in Section 2.18
of the Schedule of Exceptions, each Group Company has complied with, in all material
respects, all applicable Laws  relating to any of the benefit plans,
including by making all required contributions and payments required to be made
by or on behalf of any employees of such Group Company to the relevant
Governmental Authority.  All contributions and payments required
to be made by any employees of any Group Company with respect to employee benefits
have been fully deducted and paid to the relevant Governmental Authority or other entities authorized by
the applicable Laws, and no such deductions have been challenged or disallowed
by any Governmental Authority or any 


 


22

















 


employee of the Group Company.  Neither the Company nor any other Group Company has
been delinquent in
making any
payment to or for the benefit of any current or former employee, officer,
consultant, independent contractor or agent with respect to statutory social security funds required under the applicable Laws of the PRC or Laws of Hong
Kong under the MPF Scheme.  None of the Group Companies has any employees
in Hong Kong.


 


2.19                           Labor Agreements and
Actions.  None of the Group Companies is bound by
or subject to (and none of its assets or properties is bound by or subject to)
any written or oral, express or implied, Contract,
commitment or arrangement with any labor union, and, to the Warrantors’
Knowledge, no labor union has requested or has sought to represent any of the
employees, representatives or agents of any Group Company.  There is no strike or other labor dispute
involving any Group Company pending or to the Knowledge of the Warrantors
threatened, nor is any Group Company aware of any labor organization activity
involving its employees.  Each Group
Company has complied in all material respects with all applicable employment
Laws and with other Laws related to employment. 
Except as set forth in Section 2.19 of the Schedule of
Exceptions, no employee of any Group Company has been granted the right to
continued employment by such Group Company or to any compensation following
termination of employment with such Group Company.  None of the Group Companies is aware that any
senior officer, Key Employee or group of employees intends to
terminate his, her or their employment with any Group Company, nor does any
Group Company have a present intention to terminate the employment of any senior officer,
Key Employee or group of employees.  None
of the Group Companies has made any representations regarding equity incentives
to any officer, employees, director or consultant that are inconsistent with the
share amounts and terms set forth in such Group Company’s books and
records.  Section 2.19 of the
Schedule of Exceptions lists the name and former title of each former employee
of any Group Company who was a senior
officer and whose
employment was terminated and who has not entered into an agreement with such
Group Company providing for the full release of any claims against such Group
Company or any officer, director, employee or other related party of any Group
Company arising out of such employment.


 


2.20                           Proprietary Information,
Invention Assignment and Non-Competition Agreement. 
Each
present and former employee (who is or was
involved in the research and development or other technical aspects of the
Company), consultant
and officer of each of the Group Companies has executed an agreement with the
Group Company regarding proprietary information, assignment of inventions and
non-competition in the form or forms delivered to the counsel for the
Purchasers identified to the Company.  To the Knowledge of the Warrantors, none of its present or former employees (who is or was involved in the research and development or other technical
aspects of the Company) or
consultants is in violation thereof, and each Group Company will use its best
efforts to prevent any such violation.


 


2.21                           Insurance.  Section 2.21 of the Schedule of Exceptions contains a true and
complete list (including the names and addresses of the insurers, the
expiration date thereof, the annual premiums and payment terms thereof and a
brief description of the interests insured thereby) of all liability, property,
worker’s compensation, directors’ and officers’ liability and other insurance
policies currently in effect that insure the business, operations or employees
of each Group Company or affect or relate to the ownership, use or operation of
any of the material assets or properties of any Group Company and that (i) have
been issued to any Group Company 


 


23

















 


or (ii) have been issued to any Person (other
than a Group Company) for the benefit of any Group Company.  The insurance coverage provided by the
policies described in clause (i) above will not terminate or lapse by
reason of the transactions contemplated by the Transaction Documents.  Each policy listed in Section 2.21
of the Schedule of Exceptions is valid and binding and in full force and
effect, no premiums due thereunder have not been paid and none of the
respective Group Companies to whom any such policy has been issued has received
any notice of cancellation or termination in respect of any such policy or is
in default thereunder.  The insurance
policies listed in Section 2.21 of the Schedule of Exceptions were
placed with financially sound and reputable insurers at the relevant time when
the insurance policies were placed and, in light of the respective business,
operations, assets and properties of the Group Companies, are in amounts and
have coverages that are reasonable and customary for similar businesses and
operations in the PRC.  None of the Group
Companies has received any notice that any insurer under any policy referred to
in this Section 2.21 is denying liability with respect to a claim
thereunder or defending under a reservation of rights clause.


 


2.22                           Environmental and Safety Laws. 
None of the Group Companies is in violation of any
applicable Law relating to the environment or occupational health and safety
(collectively, “Environmental Laws”), and no material expenditures are
or will be required in order to comply with any such existing Environmental
Laws.


 


2.23                           Tax Returns and Payments.


 


(a)                                  Each of the Group Companies, has timely
filed all Tax Returns required pursuant to applicable Law to be filed with any
Tax Authority, all such Tax Returns are accurate, complete and correct in all
material respects, and each Group Company, has timely paid all Taxes due and
owing.  Since their respective date of
incorporation, none of the Group Companies has incurred any Taxes or
assessments other than in the ordinary course of business. Each Group Company (i) has
timely, properly and accurately withheld and collected, from payments made to
any employee, independent contractor, creditor, shareholder or any other
applicable person, the amount of Taxes (including, but not limited to, the
Cayman Islands, the PRC and Hong Kong income Taxes and other local or foreign
Taxes) required to be withheld or collected therefrom that, individually or in
the aggregate, would have a Material Adverse Effect, and (ii) has timely
paid the same to the proper Tax Authority.


 


(b)                                 No Group Company believes it currently is
nor currently expects for the foreseeable future to become an “investment
company” as such term is defined under the United States Investment Company Act
of 1940, as amended.  No Group Company
believes it currently is nor currently expects for the foreseeable future to
become a passive foreign investment company as described in Section 1297
of the Code.  No Group Company believes
it currently is or will become, as a result of the transactions contemplated
herein, a controlled foreign corporation as described in Section 957 of
the Code.


 


(c)                                  Section 2.23 of the Schedule of Exceptions lists each
jurisdiction in which any Group Company benefits from Incentives and describes
the details of such Incentives.  No non-compliance with the terms
and conditions of any of such Incentives exists which would result in any Group
Company losing any of the benefits of any of such Incentives or such Incentives
not being available to any of the Group Companies in the future, and no Group 


 


24

















 


Company has received any written notice from any Governmental Authority claiming that such
Incentives were not, or will not in the future, be available.  To the Company’s Knowledge, the
consummation of the transactions contemplated by this Agreement will not have
any adverse effect on the continued validity and effectiveness of any such
Incentives, nor will it cause any such Incentive to lapse or result in a
requirement to repay any Incentives already received.  For purposes of this Agreement, the term “Incentives” means exemptions from
taxation, Tax holidays, reduction in Tax rate or similar Tax reliefs and other
financial grants, subsidies or similar incentives granted by a Governmental
Authority, solely relating to Taxes.


 


(d)                                 The Company has made available to the Purchasers
true and correct copies of all material income Tax Returns filed by the Group
Companies for the fiscal years starting from 2005. Each of the Group Companies
has made available to the Purchasers
copies of all examination or audit reports, and statements of deficiencies
assessed against or agreed to by any the Group Companies received since 2005,
and each of Group Companies will make available to
Purchasers all materials with respect to the foregoing for all matters arising
after the date hereof through the Closing Date.


 


(e)                                  There are no federal, state, local or
foreign audits, actions, suits, proceedings, investigations or claims relating
to Taxes or any Tax Returns of the Group Companies (or in which the Group
Companies are included) now pending, and none of the Group Companies has
received any written notice, or has Knowledge of any
threatened or proposed Tax audit, examination, refund litigation,
investigation, claim, administrative proceeding or adjustment in controversy
relating to Taxes with respect to any of the Group Companies. There is no
agreement in effect to extend the period of limitations for the assessment or
collection of any Tax for which each Group Company may be liable.


 


(f)                                    No claim, which remains unresolved, has
ever been made by any authority in any jurisdiction where none of the Group
Companies files Tax Returns that a Group Company is required to file Tax
Returns or that it is or may be subject to taxation by that jurisdiction.


 


(g)                                 None of the Group Companies has any
liability (including potential liability) for any Tax or any portion of a Tax
(or any amount calculated with reference to any portion of a Tax) of any Person
other than each of the Group Companies as transferee or successor, by Contract,
intercompany account system or otherwise.


 


2.24                           Books
and Records.  All accounts, ledgers, material files,
documents, instruments, papers, books and records relating to the business,
operations, conditions (financial or other) of each Group Company, results of
operations, and assets and properties of each Group Company, each as made
available to the Purchasers and their respective representatives, are true,
correct, complete and current in all material respects, there are no material
inaccuracies or discrepancies of any kind contained or reflected therein, and
they have been maintained in accordance with relevant legal requirements and
industry standards, as applicable, including the maintenance of an adequate
system of internal controls.  The minute
books of each Group Company, as made available to the Purchasers and their
respective representatives, contain complete and accurate records of all
meetings of and corporate actions or written consents by the shareholders and
the board of directors of such Group Company and, to the extent that such 


 


25

















 


minute books are deficient, all material information
not contained in such minutes has been conveyed to the Purchaser.


 


2.25                           Related Transaction.  Except as set forth in Section 2.25 of the Schedule of Exceptions, no Ordinary Shareholder, Founder, officer
or director of any of the Group Companies or any Affiliate or Associate (other
than the Group Companies) of any such Person (each, an “Interested Party”)
(i) has any agreement, understanding, proposed transaction
with, or is indebted to, any of the Group Companies, nor is any of the Group
Companies indebted to any Interested Party (other than for accrued salaries,
reimbursable expenses or other standard employee benefits) or (ii) has
had, either directly or indirectly, a material interest in (A) any Person which purchases from or sells,
licenses or furnishes to any of the Group Companies any goods, property, intellectual
or other property rights or services, (B) any
fiduciary or confidential relationship, or (C) any
Contract to which the Group Company is a party or by
which it may be bound or affected.  Except as set forth in Section 2.25
of the Schedule of Exceptions, no Ordinary Shareholder, Founder, officer or director
of any of the Group Companies has any direct or indirect ownership interest in
any firm or corporation with which any of the Group Companies is an Affiliate  or with which
any of the Group Companies has a business relationship, or Person that competes with any of the Group
Companies.  No Interested Party is
directly or indirectly interested in any Material Contract with any
of the Group Companies.


 


2.26                           No Conflict of Interest. 
Except as set forth in Section 2.26 of the
Schedule of Exceptions, none of the Group Companies is indebted, directly or indirectly, to any
of its officers, directors or employees or to their respective family members,
in any amount whatsoever other than in connection with expenses or advances of
expenses incurred in the ordinary course of business or relocation expenses of
employees.  None of the Group Company’s
officers, directors or employees, or any members of their immediate families,
are, directly or indirectly, indebted to any of the Group Companies (other than
in connection with purchases of the Group Company’s shares) or, to the
Warrantor’s Knowledge, have any direct or indirect ownership interest in any
firm or corporation with which the Group Company is an Affiliate  or with which
the Group Company has a business relationship, or any firm or corporation which
competes with the Group Company except that officers, directors and/or
shareholders of the Group Company may own stock in (but not exceeding two
percent of the outstanding capital stock of) any publicly traded company that
may compete with the Group Company.  None
of the Group Company’s officers, directors or Key Employees or any members of
their immediate families is, directly or indirectly, interested in any Material Contract with any
of the Group Companies (other than the Transaction Documents).


 


2.27                           OFAC.


 


(a)                                  No Group Company or any director,
officer, agent, employee or Affiliate of a Group Company is currently subject
to any sanctions administered by the US Department of the Treasury (“OFAC”)
or any similar sanctions imposed by the European Union, the United Nations or
any other body, governmental or other, to which any Group Company or any of its
Affiliates is subject (collectively, “other economic sanctions”).


 


(b)                                 No Group Company will directly or
indirectly use the proceeds from the sale of the Shares, or lend, contribute or
otherwise make available such proceeds to any other 


 


26

















 


Group Company, joint venture partner or other person
or entity, for the purpose of financing the activities of any person currently
subject to any sanctions administered by OFAC or any other economic sanctions.


 


2.28                           Circular 75 Registration. 
Except as disclosed in Section 2.28 of the Schedule of Exceptions
and to the Warrantors’ Knowledge, each Person who directly or indirectly holds
any shares of the Company or any of the Management Holding Companies as of the
Closing and who is a PRC Resident either (i) has complied with the registration
and any other requirements of Circular 75 or (ii) is not subject to the
registration requirements of Circular 75.


 


2.29                           Disclosure. 
The
Purchasers have engaged in a due diligence process, and in connection with that
process the Company has provided to the Purchasers or their counsel all
information that the Purchasers have requested for deciding whether to acquire
the Shares and all information that the Company believes is necessary to enable
the Purchasers to make such a decision. 
No representation or warranty contained in this Agreement (other than
those provided by the Purchasers in Section 3) and the exhibits
attached hereto, any certificate furnished or to be furnished to the Purchasers
at the Closing  contains any untrue statement of a
material fact or omits to state a material fact necessary to make the
statements contained herein or therein not misleading in light of the
circumstances under which they were made. 
The Company’s projections and forecasts as contained in materials
that the Company provided to the Purchasers are the Company’s most current projections and
forecasts and have not been amended or modified and (ii) were prepared by
the Company using its best estimates based on assumptions (which are honestly
held by the Company and the Founder), factors and data that are reasonable and
reflect the prospects of the Company’s business, operation and condition as of
the dates on which they were prepared, as of the date hereof and as of Closing.


 


3.                                       Representations and
Warranties of the Purchasers.  Each Purchaser hereby represents and
warrants to the Company, severally, and not jointly, that:


 


3.1                                 Authorization. 
Such
Purchaser has full power and authority to enter into the Transaction
Documents.  The Transaction Documents,
when executed and delivered by such Purchaser, will constitute valid and
legally binding obligations of such Purchaser, enforceable in accordance with
their terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, or other laws of general
application relating to or affecting the enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable remedies, or (iii) to
the extent the indemnification provisions contained in the Investors’ Rights
Agreement may be limited by applicable securities laws.


 


3.2                                 Purchase Entirely for Own
Account.  This Agreement is made with such
Purchaser in reliance upon such Purchaser’s representation to the Company,
which by such Purchaser’s execution of this Agreement, such Purchaser hereby
confirms, that the Securities to be acquired by such Purchaser will be acquired
for investment for the account of such Purchaser or such Purchaser’s Affiliated
Fund (as defined below), not as a nominee, broker or agent, and not with a view
to the resale or distribution of any part thereof.  For purposes of this Section 3.2,
an “Affiliated Fund” shall mean an affiliated fund or entity of such Purchaser,
which means with respect to a limited liability company or a limited liability
partnership, a fund or entity managed 


 


27

















 


by the same manager or managing member or general
partner or management company or by an entity controlling, controlled by, or
under common control with such manager or managing member or general partner or
management company.


 


3.3                                 Accredited Investor.  Such Purchaser is an “accredited investor” within the meaning of Rule 501
under the Securities Act.


 


3.4                                 Restricted Securities.  Such Purchaser
understands that the Shares and the Ordinary Shares issuable upon conversion of
the Shares have not been, and other than as provided under the Investors’
Rights Agreement, will not be registered under the Act.  Such Purchaser further understands that the
Shares and the Ordinary Shares issuable upon conversion of the Shares will be “restricted
securities” under applicable U.S. federal securities laws that are subject to
transfer restrictions under such laws.  Such
Purchasers acknowledge that the Company has no obligation to register or
qualify the Shares and the Ordinary Shares issuable upon conversion of the
Shares, as the case may be, for resale except as set forth in the Investors’
Rights Agreement.


 


3.5                                 Legends.  Such
Purchaser understands that the certificate(s) representing Shares and the
Ordinary Shares issuable upon conversion of the Shares shall bear a legend in
substantially the following form:


 


THE SHARES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED IN THE
UNITED STATES OR TO ANY U.S. PERSON IN THE ABSENCE OF A REGISTRATION UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED OR AN EXEMPTION THEREFROM UNDER THE ACT
AND ANY APPLICABLE STATE SECURITIES LAWS.


 


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


 


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


 


4.                                       Conditions of the
Purchasers’ Obligations at Closing.  The obligations of each Purchaser to the
Company to purchase Shares under this Agreement at the Closing are subject to
the fulfillment, on or before such Closing, of each of the following
conditions, unless otherwise waived in writing by the Purchasers:


 


4.1                                 Representations and
Warranties.  The representations and warranties of the
Warrantors contained in Section 2  which are qualified as to materiality shall be true and correct on and as of the Closing
with the same effect as though such representations and warranties had 


 


28

















 


been made on and as of the date of the Closing, and the representations
and warranties of the Warrantors contained in Section 2  which are not qualified as to materiality shall be true and correct in all material respects on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the date of the
Closing.


 


4.2                                 Performance. 
Each of
the Group Companies, the Management Holding Companies and the Founder shall
have fully performed and complied with all covenants, agreements, obligations
and conditions contained in this Agreement that are required to be performed or
complied with by it or him on or before the Closing, other than the covenants, agreements and obligations set forth in
Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.9 and 6.12, which shall have been
complied by it or him on or before the Closing in all material respects.


 


4.3                                 Qualifications. 
All
authorizations, approvals or permits, if any, of any Governmental Authority
that are required in connection with the lawful issuance and sale of the Shares
contemplated by this Agreement shall be obtained and effective as of the
Closing.


 


4.4                                 Approvals and Consents. 
All
authorizations, approvals, consents or permits of any competent Governmental
Authority or of any third party that are required to be obtained by any Group
Company, the Management Holding Companies or the Founder before the Closing in
connection with the consummation of the transactions contemplated by this
Agreement (including but not limited to those related to the lawful issuance
and sale of the Shares), including without limitation any waivers for rights of
first refusal, preemptive rights, put or call rights, or other rights
triggered, if any, shall have been duly obtained and effective as of the
Closing.


 


4.5                                 Proceedings and Documents. 
All
corporate and other proceedings in connection with the transactions
contemplated at the Closing and all documents incident thereto shall be
reasonably satisfactory in form and substance to each Purchaser, and each
Purchaser (or its counsel) shall have received all such counterpart original
and certified or other copies of such documents as reasonably requested.  Such documents may include good standing
certificates for any of the
Warrantors (other than the Founder) and any of the Group Companies (other than
the Domestic Companies).


 


4.6                                 Restated Articles. 
The
Company shall have adopted the Restated Articles in the form attached hereto as
Exhibit A.


 


4.7                                 Key Employee Agreement. 
Each of
the Key Employees shall have executed an agreement regarding termination,
notice of resignation, confidentiality, non-competition and non-solicitation in
the form attached hereto as Exhibit B.


 


4.8                                 Investors’ Rights
Agreement.  The Company and each Ordinary Shareholder
shall have executed and delivered the Investors’ Rights Agreement in the form
attached hereto as Exhibit D.


 


4.9                                 Share Charge Agreements.  Each of the Founder, Sky Sense, the Company, the HK Off-Shore Company and the PRC On-Shore Company shall have executed and delivered a  each of the Share
Charge Agreements to which he or it, as
applicable, is a party.


 


29














 


4.10                        Opinion of PRC Counsel. 
The
Purchasers shall have received from the Company’s PRC counsel a legal opinion,
dated as of each Closing, in the form attached hereto as Exhibit F.


 


4.11                        Opinion of Hong Kong
Counsel.  The Purchasers shall have received from
the Company’s Hong Kong counsel a legal opinion, dated as of the Closing, in
substantially the form attached hereto as Exhibit G.


 


4.12                        Opinion of Cayman Counsel. 
The
Purchasers shall have received from the special Cayman Islands counsel of the
Company a legal opinion, dated as of the Closing, in substantially the form
attached hereto as Exhibit H.


 


4.13                        Opinion of BVI Counsel. 
The
Purchasers shall have received from the special British Virgin Islands counsel
to Sky Sense a legal opinion, dated as of the Closing, in
substantially the form attached hereto as Exhibit I.


 


4.14                        Compliance Certificate. 
The Chief
Executive Officer of the Company shall deliver to the Purchasers at such
Closing a certificate certifying that the conditions set forth in Sections
4.1 and 4.2 have been fulfilled.


 


4.15                        Officer’s Certificate. 
The Chief
Executive Officer of the Company shall deliver to the Purchasers at the Closing
a certificate attaching (i) the certified Memorandum and Articles of
Association as then in effect, (ii) copies of all resolutions approved by
the shareholders and board of directors of the Company related to the
transactions contemplated hereby, (iii) certificate of incumbency of the
Company, and (iv) such other documents or certificates as the Purchasers
may reasonably request.


 


4.16                        Financial Statements. 
The Company shall have delivered to the Purchasers (i) audited IFRS financial
statements of the PRC On-Shore Company for the 12 months ended June 30,
2007 and for the six months ended December 31, 2007, in each case, with an unqualified opinion letter from Deloitte & Touche and (ii) reviewed IFRS financial
statements of the PRC On-Shore Company for the six months ended June 30,
2008,  with an unqualified
opinion letter from Deloitte &
Touche.


 


4.17                        Covenant Not to Sue
Agreement.  The PRC On-Shore Company shall have delivered
to Intel a duly executed copy of a Covenant Not to Sue Agreement in form and
substance reasonably satisfactory to Intel.


 


4.18                        Subordination of Certain Loans.  The Company, the Purchasers and Jinjiang
City Weili Weaving Manufacturing Industry Co. Ltd. (“Weili”) shall have duly executed the Subordination Agreement
attached hereto as Exhibit K and delivered such agreement to the
Purchaser.


 


4.19                        Security Perfection.  The Company shall have provided the
Purchasers with documentary evidence of filing of the Register of Charges at
the registered office of the Company pursuant to the Company Charge
Agreement.  The Company shall have
procured Sky Sense  to enter
particulars of the share charge in the register of charges maintained by Sky
Sense and kept a copy of such register at the registered office of Sky Sense or
at the office of its 


 


30

















 


registered agent in the
applicable jurisdiction and registered the same with the Registrar of Corporate
Affairs in the British Virgin Islands or other Governmental Authorities
pursuant to Section 163(1) of the BVI Business Companies Act, 2004 or
other applicable Law by Sky Sense pursuant to the Sky Sense Charge
Agreement.  All of the documents required
to be delivered on execution of each of the Share Charge Agreements as set
forth in such Share Charge Agreement shall have been delivered.  The Company shall have procured HK Off-Shore
Company to (i) cause to be duly submitted to the Registrar of Companies of
Hong Kong for registration the Form M1 “Mortgage or Charge Details” in
respect of the HK Charge Agreement pursuant to Part III of the Companies
Ordinance, and duly pay all related registration fees, and provide the
Purchasers with documentary evidence of the foregoing, and (iii) cause to
be duly entered the particulars of the HK Charge Agreement in the register of
charges maintained by the HK Off-Shore Company and ensure that a copy of such
register is made available at the registered office of the HK Off-Shore
Company.


 


4.20                        IP Licenses.  The Company
shall have entered into Contracts relating to IP Licenses substantially in the
form attached hereto as Exhibit M.


 


4.21                        No Material Adverse
Effect.  There shall not have occurred any events that may have a
Material Adverse Effect on any Group Company.


 


5.                                      Conditions of the Company’s
Obligations at Closing.  The obligations of the Company to each
Purchaser under this Agreement are subject to the fulfillment, on or before the
Closing, of each of the following conditions, unless otherwise waived:


 


5.1                               Representations and
Warranties.  The representations and warranties of
each Purchaser contained in Section 3 shall be true and correct in all material respects on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the Closing.


 


5.2                               Performance. 
All
covenants, agreements and conditions contained in this Agreement to be
performed by the Purchasers on or prior to the Closing shall have been
performed or complied with in all material respects.


 


5.3                               Consents and Approvals. 
All consents, exemptions, authorizations, or other actions by, or notice
to, or filings with, any Governmental Authority and other Persons which are
necessary or required in connection with the execution, delivery or performance
by, or enforcement against, the Purchasers of this Agreement and each of the
other Transaction Documents shall have been obtained and be in full force and
effect.


 


5.4                               Investors’ Rights
Agreement.  The Purchasers shall
have executed and delivered the Investors’ Rights Agreement in the form
attached hereto as Exhibit D.


 


6.                                      Covenants.


 


6.1                               Exclusivity. 
Other than discussions with the Purchasers regarding the transactions
contemplated hereby, none of the Group Companies or the Founder shall, from the
date hereof and up to Closing, directly or indirectly, through any officer,
director, employee, agent or otherwise, make, solicit, initiate or encourage
submission of any proposal or offer from 


 


31

















 


any Person (including any of its officers or
employees) relating to any acquisition of any equity interest in, or assets of,
the Group Companies or any one of them (an “Alternative  Transaction
Proposal”).  Other than discussions with the Purchasers
regarding the transactions contemplated hereby, the Group Companies and the
Founders shall immediately cease and cause to be terminated all contacts or
negotiations, if any, currently ongoing with respect to any Alternative
Transaction Proposal.  If any Group
Company or any other related parties afore mentioned are in breach of the
foregoing exclusivity covenant, and such breach is not cured (if curable), then
if the Closing does not occur but an alternative transaction occurs with any
such potential investor, the Company shall pay the Purchasers US$5 million.


 


6.2                               Conduct of Business in
Ordinary Course; Consultation with Purchasers.  The Company
and the Founder undertake to the Purchasers that, unless otherwise approved by
the Purchasers, the Company shall, and the Company and the Founder shall cause
the other Group Companies to, conduct their respective businesses in the
ordinary course consistent with past practices and in a prudent manner consistent
with best practices.  From the date
hereof and up to Closing, the Group Companies and the Founders shall inform the
Purchasers of and discuss with the Purchasers on a regular and ongoing basis (i) any
material developments or decisions with respect to the management of the
business and assets of the Group Companies or prospects, including, without
limitation, any significant new agreements or transactions proposed to be
entered into or persons proposed to be employed or terminated in executive management
positions, and any other significant developments relating to the business,
assets or prospects of the Group Companies and (ii) the status of the
Group Companies’ and the Founders’ progress in fulfilling the closing
conditions set forth in Section 4  and consents
and/or waivers of third parties, if any.  Without limiting the generality of the
foregoing, from the date hereof and up to Closing, the Company and the Founder
undertake to the Purchasers that, unless otherwise approved by the Purchasers,
the Company shall not, and the Company and the Founder shall cause the other
Group Companies not to:


 


(a)                                 declare, set aside, make or pay any
dividend or other distribution (whether in cash, shares or property or
otherwise) or make any other payment on or in respect of its shares; or


 


(b)                                 incur any Indebtedness (other than trade
payables) of an aggregate amount in excess of US$1 million.


 


From the date hereof and up to Closing, the Company
and the Group Companies shall, and the Company and the Group Companies shall
within its power cause each other Group Company to, enter into and conduct any
material transactions with any Interested Party on no worse (from Company’s
perspective) than an arm’s length basis unless approved by the Purchasers.


 


6.3                               Access to Information.  From the date
hereof and up to Closing, each of the Group Companies and the Founders shall,
and the Founders shall cause each of the Group Companies to:  (i) give the Purchasers (and their
respective legal and financial advisors) prompt and complete access to its key
employees, facilities, lenders, financial advisors, accountants (including
outside accountants) and other advisors, and shall assist the Purchasers in
obtaining any information reasonably requested, including but not limited to
books, records, Contracts and 


 


32

















 


other data; and (ii) cause their respective
officers to furnish the Purchasers with financial operating data and other
information reasonably requested with respect to the business of each of the
Group Companies.  No access provided to,
or review undertaken by, the Purchasers hereunder shall, however, affect or
limit in any respect the representations and warranties of any of the Warrantors as set forth herein or provided hereunder.


 


6.4                               Transfer and Registration
of Intellectual Property.  The Founder shall, and shall cause any other
Person that owns any Group Company IP to, contribute, transfer and assign any
and all Intellectual Property owned by such Person, which Intellectual Property
is a Group Company IP (“Founder IP”), to the
Company or the Group Companies for no or nominal consideration (the “Founder
IP Transfer”), subject to approvals of relevant Governmental Authorities.  The failure of the Founder IP Transfer to be completed before the date
which is six months from the date of this Agreement shall constitute a material
breach of this Agreement by the Founder and the Company, unless such failure is
solely due to necessary approvals from the relevant Governmental Authorities
not having been obtained, in which case the Founder IP Transfer shall be
completed before the date which is twelve months from the date of this
Agreement.  With respect to any Group Company IP that is not owned
by the PRC On-Shore Company as of the Closing, the PRC On-Shore Company and the
owner of such Group Company IP shall begin the process of transferring title in
such Group Company IP to the PRC On-Shore
Company immediately after the Closing. 
As soon as practicable after the Closing, the PRC On-Shore Company shall
register each of the IP License Agreements with the relevant Governmental
Authorities.


 


6.5                               Fulfillment of Conditions.  Each of the
Company, each Group Company and the Founder will execute and deliver at or
prior to the Closing each other Transaction Document to which it is a party and other document or certificate that it is required hereby to
execute and deliver as a condition to the Closing, will take all commercially
reasonable steps necessary or desirable and proceed diligently and in good
faith to satisfy each other condition to the obligations of the Purchasers
contained in this Agreement and will not take or fail to take any action that
could reasonably be expected to result in the non-fulfillment of any such
condition.  Each of the Company and the
Founder will take any other action required to authorize, approve and make
effective the transactions contemplated in the Transaction Documents in
accordance with applicable Law.  Without
limiting the generality of the foregoing, the Founder shall cause Sky Sense to
enter into the Sky Sense Charge Agreement and to pledge the Sky Sense Pledged
Shares in accordance with its terms.


 


6.6                               Notice of Breach. 
The
Company and the Founder undertakes to promptly give notice to the Purchasers of
(i) the breach of any representation or warranty of the Warrantors at
the time made or at the Closing and  (ii) the
occurrence of any event or circumstance which results, or would
reasonably be expected to result, in any Material
Adverse Effect, whether occurring before or after the Closing.


 


6.7                               Maintenance of Licenses.  The Company
shall ensure that all Licenses are, and will remain, in full force and effect
at all times following the Closing during which any Purchaser owns any Series A
Preferred Shares or Conversion Shares.


 


33

















 


6.8                               Founder Covenants. 
So long as
the Founder is an officer, director or employee of any of the Group Companies,
the Founder hereby agrees to take, or cause to be taken, all actions and to do,
or cause to be done, all things necessary under applicable Laws to cause the
Company to abide by the terms of the Restated Articles, as may be amended from
time to time.  So long as the Management
Holding Companies collectively hold more than 50% of the outstanding Shares of
the Company and the Founder controls such Management Holding Companies, the
Founder hereby agrees to cause each Group Company to conduct its business as if
such Group Company were itself bound by the Restated Articles (as may be amended
from time to time).  The Founder further
agrees to execute and deliver, or cause to be executed and delivered, such
other documents, certificates, agreements and other writings and to take, or
cause to be taken, such other actions as deemed necessary or appropriate by any Purchaser in its absolute and sole discretion in order to consummate or implement
expeditiously the provisions of the Restated Articles, as may be amended from
time to time.


 


6.9                               Further Assurances. 
Each of the Company and the Founder agrees to from time to time execute
and deliver, or cause to be executed and delivered, such additional or further
consents, documents and other instruments as any other Party may request for
the purpose of effectively carrying out the transactions contemplated by the
Transaction Documents.


 


6.10                        Use of Proceeds. 
The
proceeds received from the issuance and sale of the Shares hereunder shall be
used only for expanding manufacturing capacity and working capital.  After receipt of the
proceeds hereunder by the Company and after the payment of the fees and expenses to be borne by the Company
pursuant to Section 7.8, the Company shall remit such net proceeds,
whether directly or indirectly through the HK Off-Shore Company, to the PRC
On-Shore Company, as the case may be, in the form  of registered
capital or shareholders’ loan, in each case, which shall have been contributed or loaned, as the case
may be, to the PRC On-Shore Company in compliance with, all applicable Laws, including those
promulgated by SAFE and those regulating the offer, sale or issuance of
securities generally.  The Company agrees that at least US$25
million of the aggregate net proceeds from the sale of the Shares shall be
contributed to the PRC On-Shore Company as shareholders’ loan pursuant to the
Shareholder’s Loan Agreement.


 


6.11                        Investment Policy. 
The Group
Companies shall deposit and maintain its cash not required for daily operating
needs in an account with a national level or international bank, approved by
the board of directors of the Company.


 


6.12                        FCPA Undertakings.  Each of the Group Companies and the Founder hereby
covenants and undertakes to the Purchasers that they will procure that with
effect from the date of this Agreement:


 


(a)                                 the Company, any of the other Group
Companies, Founder or their respective officers, directors or employees shall
not knowingly pay, offer, promise or authorize the payment of money or anything
of value, directly or indirectly, to any Government Official, for the purpose
of influencing any act or decision of such Government Official in favor of any
of the Group Companies, or inducing such Government Official to do or omit to
do any act, in violation of his or its lawful duty in order to obtain or retain
business, direct business to any person, or to secure any improper advantage to
any of the Group Companies;


 


34

















 


(b)                                 the Company, any of the other Group
Companies, Founder or their respective officers, directors or employees shall
not instruct an agent acting on the behalf of any of the Group Companies to
pay, offer, promise or authorize the payment of money or anything of value,
directly or indirectly, to any Government Official, for the purpose of (a) influencing
any act or decision of such Government Official in favor of any of the Group
Companies or (b) inducing such Government Official to do or omit to do any
act, in violation of his or its lawful duty in order to obtain or retain
business, direct business to any person, or to secure any improper advantage to
any of the Group Companies, and on knowing of any contravention of the
provisions by such agent, Founder or the Company and/or its officers, directors
or employees will promptly inform the Purchasers; and


 


(c)                                  each of the Group Companies shall make and
keep books, records and accounts which in reasonable detail truly and fairly
reflect the transactions and dispositions of its assets, and will devise and
maintain a system of internal accounting controls sufficient to provide
reasonable assurances that:


 


(i)                                     transactions are executed in accordance with management’s general or
specific authorization and are recorded as necessary to permit preparation of
financial statements in conformity with generally accepted accounting
principles and to maintain accountability of such assets;


 


(ii)                                  access to assets is permitted only in accordance with management’s
general or specific authorization; and


 


(iii)                               the recorded accountability for assets is compared with existing assets
at reasonable levels and appropriate action is taken with respect to any
differences.


 


For the purposes of this Section 6.12,
“knowingly” or “knowing” or “knowledge” shall mean a situation(s) when a
person knows an event is substantially certain to occur, or knowing such event
is substantially certain to occur, purposely fails to take note thereof.


 


6.13                        Non-disclosure.


 


(a)                                 Disclosure of Terms.  Each of the Company, the HK Off-Shore
Company, the PRC On-Shore Company, the Management Holding Companies and the
Founder acknowledges that the terms and conditions (collectively, the “Financing
Terms”) of this Agreement, and all other Transaction Documents, as well as
all exhibits, restatements and amendments thereto (collectively, the “Financing
Agreements”), including their existence, shall be considered confidential
information and shall not be disclosed by any of them to any third party except
in accordance with the provisions set forth below.


 


(b)                                 Press Releases.   Within sixty (60) days of the Closing, the
Company may issue a press release disclosing that Intel has invested in the
Company provided that (a) the release does not disclose any of the
Financing Terms, (b) the press release discloses only the entire amount
invested in the investment round, without disclosing the amount invested by a
specific Purchaser, and (c) the final form of the press release is
approved in advance in writing by the Purchasers. The name of a Purchaser and
the fact that such Purchaser is an investor in the Company can be included in a
reusable press release boilerplate statement, so long as such 


 


35

















 


Purchaser has given the Company its initial approval
of such boilerplate statement and the boilerplate statement is reproduced in
exactly the form in which it was approved.  
No other announcement regarding a Purchaser in a press release,
conference, advertisement, announcement, professional or trade publication,
mass marketing materials or otherwise to the general public may be made without
such Purchaser’s prior written consent. 
Within sixty days of the Closing, each Purchaser may issue a formal
written press release, provided that the final form of the press release is
approved in writing by the Company.


 


(c)                                  Permitted Disclosures.  Notwithstanding the foregoing,


 


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


 


(ii) 
the Company may disclose (other than in a press release or other public
announcement described in Section 6.13(b)), solely the fact that a
Purchaser is an investor in the Company to any third parties without the requirement
for the consent of such Purchaser or nondisclosure obligations; and


 


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


 


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


 


36

















 


to any SEC comments to pursue assurance that
confidential treatment will be granted, in both cases fully cooperating with
the Purchasers (including, without limitation, providing the Purchasers with
the opportunity to review and comment on the request and the responses to any
such SEC comments).  The Company will not
file this Agreement or the other Financing Agreements with any governmental
authority or any regulatory body, or disclose the identity of the Purchasers or
any other Financing Terms in any filing except as permitted above.


 


(e)                                  Use of Names or Logos of the
Purchasers.   Without the prior written
consent of the applicable Purchaser, and whether or not such Purchaser is then
a shareholder of the Company, none of the Company, the HK Off-Shore Company,
the PRC On-Shore Company, the Management Holding Companies or the Founder shall
use, publish or reproduce any of the names of the Purchasers or any similar
name, trademark or logo in any of their marketing, advertising or promotion
materials or otherwise for any marketing, advertising or promotional purposes.


 


6.14                        Post-Closing Audit.


 


(a)                                 The Group
Companies shall cause the PRC On-Shore Company to prepare and deliver to the
Purchasers no later than 90 days following the Closing its audited financial
statements (including
balance sheet, income statement and statement of cash flow, and the notes
thereto) as of and for the six months
ended June 30, 2008 (the “Post-Closing
Audit Financial Statements”), together with the
audit report of Deloitte & Touche in respect of such Post-Closing Audit Financial Statements.  Such Post-Closing Audit Financial Statements shall
have been prepared
in accordance with IFRS throughout the periods indicated.


 


(b)                                 If any of the following Financial Tests is not satisfied, each of the
Purchasers shall have the right (but not the obligation) to elect to redeem its
Shares in accordance with Article 4.5(a)(i) of the Restated Articles:


 


(i)                                     Revenue
Test.  The amount of revenues set forth
in the Post-Closing Audit Financial Statements shall be no less than 90% of
revenues set forth in the Reviewed Financial Statements.


 


(ii)                                  Net Income Test.  The amount of net
income set forth in the Post-Closing Audit Financial Statements shall be no
less than 90% of net income set forth in the Reviewed Financial Statements.


 


(iii)                               EBITDA Test.  The EBITDA calculated from the amounts set
forth in the Post-Closing Audit Financial Statements shall be no less than 90%
of the EBITDA calculated from the amounts set forth in the Reviewed Financial
Statements.  EBITDA shall equal total consolidated net income of the Company and the other Group
Companies, minus interest income, 
extraordinary income and non-recurring income plus (to the extent
deducted from consolidated net income) the sum of interest expense, tax
expense, depreciation, amortization and extraordinary and non-recurring expenses
for the twelve months prior to the time of determination, plus or minus any
other non-cash expenses, losses, charges or gains which have been subtracted or
added in determining consolidated net income, as calculated in 


 


37

















 


accordance
with IFRS, and excluding all expenses related to the negotiation, execution,
and delivery of the Transaction Documents.


 


(iv)                              Net Worth Test.  The Net Worth calculated from the amounts set
forth in the Post-Closing Audit Financial Statements shall be no less than 90%
of the Net Worth calculated from the amounts set forth in the Reviewed
Financial Statements.  Net Worth shall
equal shareholders’ equity plus minority interests.


 


(v)                                 Net Debt Test.  The Net Debt calculated from the amounts set
forth in the Post-Closing Audit Financial Statements shall be no more than 110%
of the Net Debt calculated from the amounts set forth in the Reviewed Financial
Statements.  Net Debt shall equal
Indebtedness less cash and cash equivalents.


 


(vi)                              Total Liabilities Test.  The amount of total liabilities set forth in
the Post-Closing Audit Financial Statements shall be no more than 110% of the
amount of total liabilities set forth in the Reviewed Financial Statements.


 


6.15                        Security Interests.


 


(a)                                 From and after the Closing, the Founder
and the Company shall exert commercially reasonable efforts to cause the charge
over shares evidenced by the Share Charge Agreement relating to shares of the
PRC On-Shore Company to be approved by the Shenzhen MOFCOM and to be registered
with SAIC.


 


(b)                                 Financial Assistance Filings.


 


(i)                                     The Company shall at its own expense,
deliver to the Registrar of Companies of Hong Kong for registration (i) copies
of all special resolutions approved by the shareholders of the Company in form
and substance reasonably satisfactory to the Purchasers in accordance with Section 117
of the Companies Ordinance, and (ii) such other documents as the Registrar
of Companies of Hong Kong may reasonably request in respect of the Financial
Assistance Filing for the pledge by the HK Off-Shore Company of the HK Pledged Shares, including certificates of the board of
directors of the Company, and provide the Purchasers with documentary evidence
of such delivery satisfactory to the Purchasers.


 


(ii)                                  The HK Off-Shore Company shall at its own
expense, no later than one (1) Business Day after the Closing, deliver to
the Registrar of Companies of Hong Kong for registration (i) copies of all
special resolutions approved by the shareholders of the HK Off-Shore Company
relating to the Financial Assistance Filing and the pledge by the HK Off-Shore Company of the HK Pledged Shares, in each case in form and substance reasonably
satisfactory to the Purchasers in accordance with Section 117 of the
Companies Ordinance, and (ii) such other documents as the Registrar of
Companies of Hong Kong may reasonably request in respect of the Financial
Assistance Filing for the pledge by the HK Off-Shore Company of the HK Pledged Shares, including certificates of the board of
directors of the HK Off-Shore Company, and provide the Purchasers with
documentary evidence of such delivery satisfactory to the Purchasers.


 


38

















 


6.16                        Escrow Account.  All
disbursements from the Escrow Account shall comply with the requirements of the
Escrow Agreement for any release of the funds being held in the Escrow
Account.  Upon delivery of the
Post-Closing Audit Financial Statements, the Purchasers shall, within 30 days
from the receipt of such Post-Closing Audit Financial Statements, determine
whether each of the Financial Tests set forth in Section 6.14 hereof have
been satisfied.  If each of the Financial
Tests has been satisfied, the Purchasers shall authorize the Escrow Agent (as
defined in the Escrow Agreement) to disburse the available balance then
remaining in the Escrow Account to the Company Account.  If any of the Financial Tests has not been
satisfied, then the Purchasers may either (i) waive the requirement that
the Financial Tests be satisfied as a condition to the release of the funds
being held in the Escrow Account and authorize the Escrow Agent to disburse the
available balance then remaining in the Escrow Account to the Company Account
or (ii) elect to redeem the Shares in accordance with Article 4.5(a)(i) of
the Restated Articles, in which event the Purchasers shall authorize the Escrow
Agent to disburse the available balance then remaining in the Escrow Account to
any account designed by the Purchasers.


 


6.17                        Circular 75 Registration. 
The Warrantors undertake (i) to cause any Person
who directly or indirectly holds any shares of the Company and who is a
PRC Resident to comply (to the extent such Person has not already
complied), within three (3) months from the date hereof, with the
registration and any other requirements of Circular 75, and to provide such
evidences to the Purchasers, provided however, if such compliance with Circular
75 is not completed within three (3) months from the date hereof, the
Warrantors shall have an additional three (3) months to comply with
Circular 75, failing which, the Warrantors shall be deemed to be in material
breach of this Agreement and (ii) to use best endeavors to cause
any Person who may in the future directly or indirectly hold any
shares of the Company and who is a PRC Resident to either (A) comply, as
soon as possible, with the registration and any other requirements of
Circular 75 as long as Circular 75 remains effective or (B) deliver to the
Company and the Purchasers a written confirmation in form and substance
reasonably satisfactory to the Purchasers that such Person is not subject
to the registration requirements of Circular 75.


 


6.18                        No Operations or
Liabilities.  Each of the Off-Shore Entities shall remain a
holding company without operations other than those administrative functions
related to ownership of the shares of other Group Members.  None of the Off-Shore Entities shall incur
any Indebtedness or any other debts, liabilities or obligations other than
routine administrative costs incurred in the ordinary course of business as a
holding company.


 


6.19                        Renewal of Leases. 
The PRC On-Shore Company shall renew any leases which expire prior December 31,
2008 on market terms.


 


6.20                        Maintenance of Land Use
Rights Incentives.  For the twelve months
following the Closing, the PRC On-Shore Company shall take all steps necessary
to ensure that it continues to retain the incentives obtained by it as an
entity whose key product is a “high and new technology product” pursuant to the
Contracts which granted the Land Use Rights entered into with relevant
Government Authority in respect of the Owned Real Property.


 


6.21                        Payments Relating to
Employee Benefits.  As soon as practicable after
the Closing, the PRC On-Shore Company shall make and become current in respect
of all required


 


39














 


contributions and payments required to be made by or
on behalf of any employees of such Group Company to the relevant Governmental
Authority, including any penalties, fines and interest.


 


6.22                           Restructuring of Loan. 
Within six months after the Closing, the PRC On-Shore Company shall
restructure the loan with China Construction Bank Corporation Shenzhen Branch (“CCB”)
which is guaranteed by Shenzhen City Real Property Guarantee Corporation (the “Guarantee
Corporation”) such that none of its shares remain pledged as collateral for
such loan, provided that the PRC On-Shore Company shall be permitted to pledge
its real property (including Land Use Rights) as replacement collateral.  If such restructuring is not completed within
six months, the PRC On-Shore Company shall repay such loan in full.  In addition, if the Purchasers shall have
exercised their redemption rights under the Restated Articles or the Investors’
Rights Agreement, the PRC On-Shore Company shall, within 14 days of the
Purchasers’ exercise of their redemption right, obtain all necessary consents
and waivers required to be obtained from CCB or the Guarantee Corporation, as
necessary,  for the PRC On-Shore Company
to fund such redemption.  In the event
the PRC On-Shore Company is unable to obtain any of such consents or waivers
with such 14 day period, the PRC On-Shore Company shall immediately repay any
and all outstanding amounts due to CCB so that the PRC On-Shore Company shall
be able to fund the Purchasers’ redemption without any restriction, delay or
prohibition.


 


6.23                           Appointment of Director;
Indemnification Agreement.  Within  fourteen
(14) days of a request from the holder of a majority in interest of the Shares,
the Warrantors shall cause the Company to convene a special meeting of shareholders
of the Company (or resolve by written consent) and elect and appoint the
individual (“Nominee”) nominated by such holder to become a member of
the board of directors of the Company (provided that the board of directors of
the Company has approved the Nominee to become a member of the board of
directors of the Company (such approval not to be unreasonably withheld or
delayed)) to become a member of the board of directors of the Company.  The Company shall, at the request of Nominee,
enter into an indemnification agreement, in the form attached hereto as Exhibit C
at the time such Nominee is elected a member of the board of directors of the
Company.


 


7.                                       Miscellaneous.


 


7.1                                 Survival of
Representations and Warranties.  Unless otherwise set forth in this Agreement,
(i) the warranties, representations and covenants of the Warrantors
contained in or made pursuant to Sections 2.1 through 2.6 shall survive the
execution and delivery of this Agreement and the Closing indefinitely, (ii) the
warranties, representations and covenants of the Warrantors contained in or
made pursuant to Sections 2.7 through 2.29 (other than Section 2.23),
shall survive the execution and delivery of this Agreement and the Closing the
until the date which is twenty-four (24) months from the date of this
Agreement, (iii) the warranties, representations and covenants of the
Warrantors contained in or made pursuant to Sections 2.23 shall survive the
execution and delivery of this Agreement and the Closing the until the
expiration of the applicable statute of limitations (including all periods of
extension, whether automatic or permissive) with respect to matters covered by
such Section 2.23, (iv) the warranties, representations and covenants
of the Purchasers contained in or made pursuant to this Agreement shall survive
the execution and delivery of this Agreement and the Closing until the date
which is twenty-four (24) months from the date of this Agreement.  The survival of any of 


 


40

















 


the representations, warranties, agreements and
covenants hereunder shall in no way be affected by any investigation of the
subject matter thereof made by or on behalf of the Purchasers or the
Company.  Notwithstanding the foregoing or anything else to the contrary, for
purposes of any claim for Losses resulting from or related to a breach of
representation, warranty, covenant or agreement based upon fraud, gross
negligence or willful misconduct of a Warrantor, such representation, warranty,
covenant or agreement shall be deemed to have survived the execution and delivery of this
Agreement and the Closing the Closing
indefinitely.


 


7.2                                 Transfer; Successors and
Assigns.  This Agreement may
be assigned only with the prior written consent of the other parties hereto, except that any
Purchaser may assign its rights and obligations hereunder to any transferee of
any of the Shares if (a) such transfers occurs after the earlier of (A) the initial public
offering of the shares of the Company (or any successor) or any other Group
Company and (B) the date which is six months from the Closing, and (b) the Company is, within a reasonable time
after such transfer, furnished with written notice of the name and address of
such transferee and the number of Shares transferred to such transferee.  The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and
assigns of the parties.  Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.


 


7.3                                 Governing Law. 
This
Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of Hong Kong.


 


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


 


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


 


7.6                                 Notices. 
All
notices and other communications given or made pursuant to this Agreement shall
be in writing and shall be deemed effectively given: (a) upon personal
delivery to the party to be notified, (b) when sent by confirmed electronic
mail or facsimile if sent during normal business hours of the recipient, and if
not so confirmed, then on the next business day, (c) five (5) 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 7.6.


 


If to the Company:


 


TRONY SOLAR HOLDINGS
COMPANY LIMITED


 


Address: Offshore Incorporations (Cayman) Limited,

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


 


41

















 


Grand
Cayman, Cayman Islands


Facsimile:
(86) 755-8328-2919

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


 


If to the HK Off-Shore Company:


 


GRAND SUN INTERNATIONAL
INVESTMENT LIMITED


(新陽國際投資有限公司)


 


Address:
P.O. Box 957, Offshore Incorporation

Centre, Road Town, Tortola, British Virgin Islands

Facsimile: (86) 755-8328-2919 

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


 


If to the PRC On-Shore
Company:


 


TRONY SOLAR SCIENCE AND TECHNOLOGY
DEVELOPMENT LIMITED


(深圳市创益科技发展有限公司)


 


Address:
Building Two, Guan Xian Xia Qu, Bagua

San Rd. Futian, Shenzhen, PRC


Facsimile:
(86) 755-8328-2919 

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


 


If to the Management
Companies:


 


SKY SENSE INVESTMENTS
LIMITED


 


Address: Commonwealth Trust Limited, Drake

Chambers, P.O. Box
3321, Road Town, Tortola


British
Virgin Islands


Facsimile:
(86) 755-8328-2919 

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


 


LAKES
INVEST LIMITED


 


Address: Commonwealth Trust Limited, Drake

Chambers, P.O. Box
3321, Road Town, Tortola,


British
Virgin Islands


Facsimile:
(86) 755-8328-2919

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


 


BUILD UP INTERNATIONAL
INVESTMENTS LIMITED


 


Address: Commonwealth Trust Limited, Drake

Chambers, P.O. Box
3321, Road Town, Tortola


British
Virgin Islands


 


42

















 


Facsimile: (86) 755-8328-2919


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


 


Ellipsis Limited


 


Address: Walkers Chambers, 171 Main Street, P.O.

Box 92, Road Town, Tortola VG1110, British Virgin


Islands


Facsimile: (86) 755-8328-2919


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


 


Warshaw Holdings Limited


 


Address:
P.O. Box 957, Offshore Incorporation 

Centre, Road Town, Tortola, British Virgin Islands


Facsimile: (86) 755-8328-2919  


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


 


LIU Lai Ting (劉麗婷)


 


Address:
3803, 38/F, Lei Ting Hse, Lei On Court,

Lam Tin, Kowloon


Facsimile: (86) 755-8328-2919  


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


 


If to the Founder:


 


Li Yi  (李毅)


 


Address:
20B Wanchai Commercial Center, 194-204

Johnston Rd, Waichai, Hong Kong


Facsimile:
(86) 755-8328-2919

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


 


If to the Purchasers:


 


JPMORGAN SPECIAL
SITUATIONS (MAURITIUS) LIMITED


10, Frere Felix de Valois
Street


Port Louis, Mauritius


 


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


 


JPMorgan
Special Situations (Mauritius) Limited


Global Special Opportunities
Group Middle Office


Attention: Angelica Siu /
Tina Xu


26/F Chater House


8 Connaught Road


 


43

















 


Central, Hong Kong


Email: gsog-mo@jpmorgan.com


Tel: (852) 2800-7128 / 8761


Fax:
(852) 2800-4613


 


and to:


 


INTEL CAPITAL CORPORATION


 


c/o
Intel Semiconductor Ltd.


32/F,
Two Pacific Place


88
Queensway, Central


Hong
Kong


Attention:
APAC Portfolio Management


Fax:
(852) 2240-3775


 


7.7                                 Finder’s Fee. 
Each party
represents that it neither is nor will be obligated for any finder’s fee or
commission in connection with this transaction. 
Each Purchaser agrees to indemnify and to hold harmless the Company from
any liability for any commission or compensation in the nature of a finder’s
fee arising out of this transaction (and the costs and expenses of defending
against such liability or asserted liability) for which each Purchaser or any
of its officers, employees, or representatives is responsible.  The Company agrees to indemnify and hold
harmless each Purchaser from any liability for any commission or compensation
in the nature of a finder’s or brokers’ fee arising out of this transaction
(and the costs and expenses of defending against such liability or asserted
liability) for which the Company or any of its officers, employees or
representatives is responsible.


 


7.8                                 Fees
and Expenses.  At the Closing, the
Company shall pay all fees, costs and expenses of the Purchasers incurred
(including, without limitation, all fees, costs and expenses of Orrick,
Herrington & Sutcliffe LLP, counsel for the Purchasers, and any
accountants or consultants engaged by the Purchasers) in connection with the
transactions contemplated hereby, up to an aggregate amount of US$300,000; provided
that if the transactions contemplated by this Agreement are not consummated each party to this Agreement shall bear its own legal expenses. 
All payments to the Purchasers by the Company pursuant to this Section 7.8
shall be allocated among the Purchasers pro rata in accordance with the
investment amounts set forth on Exhibit A attached hereto.  For the avoidance of doubt, all audit fees,
costs and expenses incurred by the Company shall be borne by the Company.


 


7.9                                 Attorney’s Fees. 
If any
action at law or in equity (including arbitration) is necessary to enforce or
interpret the terms of any of the Transaction Documents, the prevailing party
shall be entitled to reasonable attorney’s fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.


 


7.10                           Amendments and Waivers. 
Any term
of this Agreement may be amended or waived only with the written consent of the
parties hereto.  Any amendment
or waiver effected in accordance with this Section 7.10 shall be
binding upon the parties hereto and
their successors and permitted assigns.


 


44

















 


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


 


7.12                           Delays or Omissions. 
No delay
or omission to exercise any right, power or remedy accruing to any party under
this Agreement, upon any breach or default of any other party under this
Agreement, shall impair any such right, power or remedy of such non-breaching
or non-defaulting party nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring.  Any waiver,
permit, consent or approval of any kind or character on the part of any party
of any breach or default under this Agreement, or any waiver on the part of any
party of any provisions or conditions of this Agreement, must be in writing and
shall be effective only to the extent specifically set forth in such
writing.  All remedies, either under this
Agreement or by law or otherwise afforded to any party, shall be cumulative and
not alternative.  For the avoidance of
doubt, no rights or obligations that any party has under this Agreement may be
amended or waived orally or by conduct due to any acts of delays or omissions
as set out in Section 7.12.


 


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


 


7.14                           Payments. 
All payments to a Purchaser under this Agreement shall be made in
immediately available funds in US Dollars and in full without set-off,
deduction, counterclaim or withholding.


 


7.15                           Several Obligations and
Rights.  The rights and obligations of the Purchasers
under and pursuant to this Agreement are several and not joint.


 


7.16                           Termination.  This Agreement may be terminated, and the transactions
contemplated hereby may be abandoned at any time prior to the Closing:


 


(a)                                  by either the Company or any Purchaser in
the event that any Governmental Order restraining, enjoining or otherwise
prohibiting the transactions contemplated by this Agreement shall have become
final and non-appealable; or


 


45

















 


(b)                                 by written agreement by and among the
Company, the Founder and the Purchasers.


 


(c)                                  upon written notice from the Company, in
the event that any Purchaser breaches its payment obligations
set forth in Section 1.1, if such breach has not been cured within fifteen
(15) Business Days following notification thereof; or


 


(d)                                 upon written notice from a Purchaser, in
the event of a material breach of any Transaction Documents by the Company, the
Group Companies or the Founder, if such breach has not been cured within
fifteen (15) Business Days following notification thereof.


 


If this Agreement is terminated pursuant to this Section 7.16,
all further obligations of the parties under this Agreement shall terminate,
except for those obligations which are intended, expressly or implicitly, to
survive the termination of this Agreement, provided, however,
that no such termination of this Agreement shall relieve any party of any
liability for breaches of this Agreement occurring prior to the date of
termination.


 


7.17                           Indemnity.


 


(a)                                  Except as otherwise provided in and subject to the limitations
set forth in this Section 7.17, each of the Warrantors (each, an “Indemnifying
Party” and together, the “Indemnifying Parties”) jointly and
severally, agrees to indemnify, defend and hold harmless each of the Purchasers
and its Affiliates and their respective officers, directors, agents, employees,
subsidiaries, partners, members and controlling persons (each, an “Indemnified
Party” and together, the “Indemnified Parties”) to the fullest
extent permitted by Law from and against any and all losses, claims, or written
threats thereof (including, without limitation, any claim by a third party),
damages, expenses (including reasonable fees, disbursements and other charges
of counsel incurred by any Indemnified Party in any action between the Indemnifying
Parties and such Indemnified Party or between any Indemnified Party and any
third party or otherwise) or other liabilities (collectively, “Losses”)
resulting from or arising out of any breach of any of the warranties and the
representations of the Warrantors or any breach of any covenant or agreement
set forth in this Agreement and the other Transaction Documents by the
Warrantors, provided that such breach shall not have resulted from the
Purchasers’ fraud, gross negligence or intentional misconduct.  The provisions of this Section 7.17 shall
survive any termination of this Agreement. 
The aggregate liabilities of the Warrantors under this Section 7.17
for Losses incurred by the Indemnified Persons shall not exceed one hundred and
twenty percent (120%) of the aggregate purchase price for the Shares paid by
the Purchasers.  Notwithstanding anything
herein to the contrary, none of the Indemnified Parties shall be entitled to
recover for any Losses unless and until the total of all Losses exceeds
US$350,000, provided that when such amount is exceeded, the Warrantors shall be
liable for all such Losses, including the first US$350,000.


 


(b)                                 Notwithstanding anything in this Section 7.17
or any other provision of this Agreement to the contrary, and except in the
case of fraud solely against the Person or Person’s committing or alleged to
have committed such fraud, the Indemnified Party acknowledges and agrees that
in connection with any indemnification for Losses under this Section 7.17,
such Indemnified Party may seek recover from all Indemnifying Parties
identified 


 


46

















 


hereunder, except that if the Indemnifying Party shall
pay the Indemnified Party for Losses hereunder, the Management Holding
Companies and the Founder, together, shall first pay for all Losses, and in the
event the Management Holding Companies and the Founder both fail to fulfill its
obligations in the foregoing sentence, the remaining Indemnifying Party shall
pay to the Indemnified Party the amount of any remaining Losses.


 


(c)                                  Each Indemnified Party under this Section 7.17
shall, promptly after the receipt of notice of the commencement of any claim
against such Indemnified Party in respect of which indemnity may be sought from
the Indemnifying Parties under this Section 7.17, notify the
Indemnifying Parties in writing of the commencement thereof.  The omission of any Indemnified Party to so
notify the Indemnifying Parties of any such action shall not relieve the
Indemnifying Parties from any liability which it may have to such Indemnified
Party (a) other than pursuant to this Section 7.17 or (b) under
this Section 7.17 unless, and only to the extent that, such
omission results in the Indemnifying Parties’ forfeiture of substantive and/or
procedural rights or defenses.  In case
any such claim shall be brought against any Indemnified Party, and it shall
notify the Indemnifying Parties of the commencement thereof, the Indemnifying
Parties shall be entitled to assume the defense thereof at its own expense,
with counsel satisfactory to such Indemnified Party in its reasonable judgment;
provided, however, that any Indemnified Party may, at its own expense, retain
separate counsel to participate in such defense.  Notwithstanding the foregoing, in any claim in
which both the Indemnifying Parties, on the one hand, and an Indemnified Party,
on the other hand, are, or are reasonably likely to become, a party, such
Indemnified Party shall have the right to employ separate counsel and to
control its own defense of such claim if, in the reasonable opinion of counsel
to such Indemnified Party, either (i) one or more defenses are available
to the Indemnified Party that are not available to the Indemnifying Parties or (ii) a
conflict or potential conflict exists between the Indemnifying Parties, on the
one hand, and such Indemnified Party, on the other hand that would make such
separate representation advisable; provided, however, that the Indemnifying
Parties (x) shall not be liable for the fees and expenses of more than one
counsel to all Indemnified Parties and (y) shall reimburse the Indemnified
Parties for all of such reasonable fees and expenses of such counsel incurred
in any action between the Indemnifying Parties and the Indemnified Parties or
between the Indemnified Parties and any third party, as such expenses are
incurred.  Each of the Indemnifying
Parties agrees that it will not, without the prior written consent of the
relevant Indemnified Party, settle, compromise or consent to the entry of any
judgment in any pending or threatened claim relating to the matters
contemplated hereby (if any Indemnified Party is a party thereto or has been
actually threatened to be made a party thereto) unless such settlement,
compromise or consent includes an unconditional release of each Indemnified
Party from all liability arising or that may arise out of such claim.  The Indemnifying Parties shall not be liable
for any settlement of any claim effected against an Indemnified Party without
its written consent, which consent shall not be unreasonably withheld.  Nothing in this Section 7.17
shall restrict or limit any rights that any Indemnified Party may have to seek
equitable relief.


 


7.18                           Dispute
Resolution.  Any dispute, controversy or difference
arising out of, in connection with or relating to this Agreement, or the
breach, termination or invalidity thereof (a “Dispute”) shall be
resolved by arbitration pursuant to this Section 7.18.  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 


 


47

















 


Kong.  The
language to be used in the arbitral proceedings shall be English.  If the UNCITRAL Rules are in conflict
with the provisions of this Section 7.18 including the provisions
concerning the appointment of the arbitrator, the provisions of this Section 7.18
shall prevail.  The arbitrator shall
decide any dispute submitted by the parties to the arbitration strictly in
accordance with the substantive law of Hong Kong and shall not apply any other
substantive law.  In making the award,
the arbitrator shall have the authority to award attorney’s fees and other
costs and expenses of the arbitration in accordance with this Agreement and as
the arbitrator deems just and appropriate under the circumstances.  Each party hereto shall cooperate with the
others in making full disclosure of and providing complete access to all
information and documents requested by the others in connection with such
arbitral proceedings, subject only to any attorney-client or other applicable
legal privilege and confidentiality obligations binding on such party.  The award shall be issued within six (6) months
of the appointment of the arbitrator, provided, however, that the arbitrator
shall, upon a finding that it is impracticable to meet such deadline consistent
with the arbitrator’s primary obligation justly to determine the controversy
before the arbitrator, have discretion to extend or alter such deadline to the
extent necessary to prevent injustice or preserve the enforceability of the
arbitrator’s award.  The award of the
arbitrator shall be final and binding upon the disputing parties, and any party
may apply to a court of competent jurisdiction for enforcement of such
award.  The parties shall cooperate and
use their respective best efforts to take all actions reasonably required to
facilitate the prompt enforcement in the PRC or in any other jurisdiction of
any arbitral award made by the arbitrator. 
A party shall be entitled to seek preliminary injunctive relief, if
possible, from any court of competent jurisdiction pending the appointment of
the arbitrator.


 


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


 


[Signature Pages Follow.]


 


48














 


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


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  TRONY
  SOLAR HOLDINGS COMPANY LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Li Yi

  
	
   

  	
  Name:

  	
  Li
  Yi

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
  Facsimile:
  (86) 755-8328-2919

  
	
   

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

  



 


SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT


 

















 


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


 


	
   

  	
  HK
  OFF-SHORE
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  GRAND
  SUN INTERNATIONAL INVESTMENT LIMITED

  
	
   

  	
  (新陽國際投資有限公司)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Li Yi

  
	
   

  	
  Name:

  	
  Li
  Yi

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:
  20B Wanchai Commercial Center,

  
	
   

  	
  194-204
  Johnston Rd, Waichai, Hong Kong

  
	
   

  	
  Facsimile:
  (86) 755-8328-2919

  
	
   

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

  



 


SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT


 

















 


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


 


 


	
   

  	
  PRC
  ON-SHORE COMPANY:

  
	
   

  	
   

  
	
   

  	
  TRONY
  SOLAR SCIENCE AND TECHNOLOGY DEVELOPMENT LIMITED

  
	
   

  	
  (深圳市创益科技发展有限公司)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Li Yi

  
	
   

  	
  Name:

  	
  Li
  Yi

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:
  Building Two, Guan Xian Xia Qu, Bagua

  
	
   

  	
  San
  Rd. Futian, Shenzhen, PRC

  
	
   

  	
  Facsimile:
  (86) 755-8328-2919

  
	
   

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

  



 


SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT


 

















 


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


 


	
   

  	
  A
  MANAGEMENT HOLDING COMPANY:

  
	
   

  	
   

  
	
   

  	
  SKY
  SENSE INVESTMENTS LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Li Yi

  
	
   

  	
  Name:

  	
  Li
  Yi

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
  Facsimile:
  (86) 755-8328-2919

  
	
   

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

  



 


SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT


 

















 


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


 


	
   

  	
  A
  MANAGEMENT HOLDING COMPANY:

  
	
   

  	
   

  
	
   

  	
  LAKES
  INVEST LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Li Yi

  
	
   

  	
  Name:

  	
  Li
  Yi

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
  Facsimile: (86) 755-8328-2919

  
	
   

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

  



 


SIGNATURE
PAGE TO SHARE PURCHASE AGREEMENT


 

















 


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


 


	
   

  	
  A
  MANAGEMENT HOLDING COMPANY:

  
	
   

  	
   

  
	
   

  	
  ELLIPSIS
  LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Chen Yixiang

  
	
   

  	
  Name:

  	
  Chen
  Yixiang

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
  Facsimile:
  (86) 755-8328-2919

  
	
   

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

  



 


SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT


 

















 


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


 


	
   

  	
  A
  MANAGEMENT HOLDING COMPANY:

  
	
   

  	
   

  
	
   

  	
  WARSHAW
  HOLDINGS LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Li Lo

  
	
   

  	
  Name:

  	
  Li
  Lo

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Facsimile:
  (86) 755-8328-2919

  
	
   

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

  



 


SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT


 

















 


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


 


 


	
   

  	
  LIU
  LAI TING

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Liu Lai Ting

  
	
   

  	
  Name:

  	
  Liu
  Lai Ting

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
  Facsimile:
  (86) 755-8328-2919

  
	
   

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

  



 


SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT


 

















 


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


 


	
   

  	
  FOUNDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Li Yi

  
	
   

  	
  Li Yi (李毅) 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Facsimile: (86) 755-8328-2919

  
	
   

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

  



 


SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT


 

















 


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


 


	
   

  	
  A
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  SPECIAL SITUATIONS (MAURITIUS) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jo Miyaile

  
	
   

  	
  Name:

  	
  Jo
  Miyaile

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:
  10, Frere Felix de Valois Street

  
	
   

  	
  Port Louis, Mauritius

  



 


SIGNATURE PAGE TO SHARE
PURCHASE AGREEMENT


 

















 


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


 


	
   

  	
  A
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  INTEL
  CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Elizabeth L Eby

  
	
   

  	
  Name:

  	
  Elizabeth
  L Eby

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  c/o
  Intel Semiconductor Ltd.

  
	
   

  	
  32/F,
  Two Pacific Place

  
	
   

  	
  88
  Queensway, Central

  
	
   

  	
  Hong
  Kong

  
	
   

  	
  Attention:
  APAC Portfolio Management

  
	
   

  	
  Fax: +852 2240-3775

  



 


SIGNATURE
PAGE TO SHARE PURCHASE AGREEMENT


 














 


SCHEDULE AND
EXHIBITS


 


	
  SCHEDULES

  	
   

  
	
   

  	
   

  
	
  Schedule
  1 -

  	
  Schedule
  of Purchasers

  
	
   

  	
   

  
	
  Schedule
  2 -

  	
  Group
  Companies Structure

  
	
   

  	
   

  
	
  Schedule
  3 -

  	
  Schedule
  of Key Employees

  
	
   

  	
   

  
	
  Schedule
  4 -

  	
  Schedule
  of Exceptions

  
	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  
	
  Exhibit A
  -

  	
  Form of
  Amended and Restated Memorandum and Articles of Association

  
	
   

  	
   

  
	
  Exhibit B
  -

  	
  Form of
  Employment Agreement

  
	
   

  	
   

  
	
  Exhibit C
  -

  	
  Form of
  Indemnification Agreement

  
	
   

  	
   

  
	
  Exhibit D
  -

  	
  Form of
  Investors’ Rights Agreement

  
	
   

  	
   

  
	
  Exhibit E-1

  through E-3 -

  	
  Forms of Share Charge Agreements

  
	
   

  	
   

  
	
  Exhibit F
  -

  	
  Form of
  Legal Opinion of PRC Counsel

  
	
   

  	
   

  
	
  Exhibit G
  -

  	
  Form of
  Legal Opinion of Hong Kong Counsel

  
	
   

  	
   

  
	
  Exhibit H
  -

  	
  Form of
  Legal Opinion of Cayman Counsel

  
	
   

  	
   

  
	
  Exhibit I -

  	
  Form of
  Legal Opinion of BVI Counsel

  
	
   

  	
   

  
	
  Exhibit J -

  	
  Shareholder’s Loan
  Agreement

  
	
   

  	
   

  
	
  Exhibit K -

  	
  Subordination
  Agreement

  
	
   

  	
   

  
	
  Exhibit L -

  	
  Escrow Agreement

  
	
   

  	
   

  
	
  Exhibit M -

  	
  IP License Agreements

  



 

















 


SCHEDULE 1


 


SCHEDULE OF
PURCHASERS


 


	
  Name of Purchaser

  	
   

  	
  Number
  of

  Shares

  	
   

  	
  Escrow

  Account

  	
   

  	
  Company

  Account

  	
   

  	
  Purchase

  Price

  	
   

  
	
  JPMorgan Special Situations (Mauritius) Limited

  	
   

  	
  3,348,439

  	
   

  	
  US$

  	
  5,555,556

  	
   

  	
  US$

  	
  19,444,444

  	
   

  	
  US$

  	
  25,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Intel Capital Corporation

  	
   

  	
  2,678,752

  	
   

  	
  US$

  	
  4,444,444

  	
   

  	
  US$

  	
  15,555,556

  	
   

  	
  US$

  	
  20,000,000

  	
   

  
	
  TOTAL

  	
   

  	
  6,027,191

  	
   

  	
  US$

  	
  10,000,000

  	
   

  	
  US$

  	
  35,000,000

  	
   

  	
  US$

  	
  45,000,000

  	
   

  



 

















 


SCHEDULE 2


 


GROUP STRUCTURE


 





 

















 


SCHEDULE 3


 


SCHEDULE OF KEY EMPLOYEES


 


Chairman & CEO:  Li Yi


SVP:
Chen Yixiang


CFO:
Chen Weiwen


CTO: Hu Shengming


Technician: Li Quanxiang


 














 


SCHEDULE 4


 


SCHEDULE OF EXCEPTIONS


 

















 


SCHEDULE
OF EXCEPTIONS


TO


SERIES
A PREFERRED SHARE PURCHASE AGREEMENT


 


This
Schedule of exceptions (this “Schedule of Exceptions”)
is an integral part of the Series A Preferred Share Purchase Agreement
(the “Agreement”) dated as of September 26, 2008 by and among JPMorgan Special Situations (Mauritius)
Limited, a company
incorporated under the laws of Republic of Mauritius (“JPMorgan”),
Intel Capital Corporation, a company incorporated under the laws of the State
of Delaware (“Intel,” and together with
JPMorgan, the “Investors”), and Trony Solar
Holdings Company Limited, a company incorporated and existing under the
laws of the Cayman Islands (the “Company”), Grand Sun International Investment
Limited, a company incorporated and existing under the laws of the Hong Kong (the “HK Off-Shore Company”), Trony Solar Science and Technology
Development Limited, a company incorporated and existing under the laws
of the PRC (the “PRC
On-Shore Company”), Mr. Li Yi (the “Founder”), Sky Sense Investments Limited, a company
incorporated and existing under the laws of the British Virgin Islands (the “Sky Sense”), Lakes Invest Limited, a company
incorporated and existing under the laws of the British Virgin Islands (the “Lakes Invest”), Build Up International Investments
Limited, a company incorporated and existing under the laws of the British Virgin Islands (the “Build Up”), Ellipsis Limited, a limited liability
company organized under the laws of the British Virgin Islands (the “Ellipsis Limited”), Warshaw Holdings Limited, a limited
liability company organized under the laws of the British Virgin Islands (the “Warshaw Holdings”) and
Ms. LIU Lai Ting ( “Ms. LIU,” and together with the Company,
the PRC On-Shore Company, the Founder, Sky Sense, Lakes Invest, Build Up, Ellipsis Limited, Warshaw
Holdings and Ms. LIU, the “Warrantors”).


 


The
section numbers in this Schedule of Exceptions correspond to the section
numbers in the Agreement.  All
capitalized terms used herein and not defined herein shall have the meanings
given to them in the Agreement.  English
translation of names and addresses herein is provided for reference only.


 


This
Schedule of Exceptions and the information and disclosures contained in this
Schedule of Exceptions are intended only to qualify and limit the
representations, warranties and covenants of the Warrantors contained in the
Agreement and shall not be deemed to expand in any way the scope or effect of
any such representations, warranties or covenants. Disclosure of any fact or
item in any section of this Schedule of Exceptions shall, should the existence
of the fact or item or its contents be relevant to any other section, be deemed
to be disclosed with respect to that other section whether or not a specific
cross-reference appears.


 


Nothing
in this Schedule of Exceptions constitutes an admission of any liability or
obligation of the Warrantors to any third party, nor an admission against the
interest of any Warrantor.


 

















 


SECTION 2.1


 


(a)


PRC


Hong Kong


Cayman Islands


 


(b)


Shenzhen, PRC


 


(c)


None


 


(d)


PRC


 


(e)


Li Yi and other
people authorized by Li Yi either by written documents or orally on a
case-by-case basis have the authorization to enter into Contracts on behalf of
the Group Companies. The following are key officers who once have executed
contracts or accessed to bank account on behalf of relevant Group Company with
either written or oral authorization of Li Yi:


 


陈逸翔  高级副总裁


陈伟文
财务长


胡盛明  首席技术官


吴国樑  销售总监


 


(f)


 


	
  No.

  	
   

  	
  Company

  	
   

  	
  Jurisdiction

  	
   

  	
  Business

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Trony Solar
  Holdings Company Limited

  	
   

  	
  Cayman Islands

  	
   

  	
  Holding company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Grand Sun
  International Investment Limited

  	
   

  	
  Hong Kong

  	
   

  	
  Holding company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Trony Solar
  Science and Technology Development Limited

  	
   

  	
  PRC

  	
   

  	
  Manufacturing and providing solar batteries and the applications, new
  electric components (photoelectric components), building components 

  



 

















 


	
  No.

  	
   

  	
  Company

  	
   

  	
  Jurisdiction

  	
   

  	
  Business

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  of solar photovoltaic technology; lighting system of solar photovoltaic technology; power supply
  system of solar photovoltaic technology; building integration system of solar
  photovoltaic technology (pursuant to the Reply and Approval on the Environmental
  Effect of Construction Project (《建筑项目环境影响审查批复》) under Serial No. 深福环批  【2007】  401842), and providing
  pertinent consulting and technical supporting services; importing and
  exporting services (not including the import distribution services). (Those
  businesses requiring specific qualifications or subject to license
  administration should be conducted in compliance with the pertinent
  regulations.)

  



 

















 


SECTION 2.2


 


(b)-1


 


	
  No.

  	
   

  	
  Company

  	
   

  	
  Jurisdiction

  	
   

  	
  Registered Holders

  	
   

  	
  Beneficial Holders

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Trony
  Solar Holdings Company Limited

   

  	
   

  	
  Cayman Islands

  	
   

  	
  Lakes
  Invest Limited

   

   

   

  Sky
  Sense Investments Limited

   

  Build
  Up International Investments Limited

   

  Ellipsis
  Limited

   

  Warshaw
  Holdings Limited

   

  Laiting Liu

  	
   

  	
  Yi Li

  Yiying Zhang

  Ying Li

   

  Yi Li

   

   

  Yiquan Huang

  Jinshi Liu

   

  Yixiang
  Chen

   

  Lo
  Li

   

   

  Laiting Liu

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Grand Sun
  International Investment Limited

  	
   

  	
  Hong Kong

  	
   

  	
  Trony Solar
  Holdings Company Limited

  	
   

  	
  Trony Solar
  Holdings Company Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.
  

  	
   

  	
  Trony Solar
  Science and Technology Development Limited

  	
   

  	
  PRC

  	
   

  	
  Grand Sun
  International Investment Limited

  	
   

  	
  Grand Sun
  International Investment Limited

  



 


(b)-2


 


See
Section 2.2 (b)-1.


 


(c)


 


Capitalization of the
Company Immediately following
the Closing


 


	
   

  	
   

  	
  Number of Shares

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ordinary Shares - Lakes Invest
  Limited

  	
   

  	
  54,170,000

  	
   

  	
  50.56

  	
   

  
	
  Ordinary Shares - Sky Sense
  Investments Limited

  	
   

  	
  18,500,000

  	
   

  	
  17.27

  	
   

  
	
  Ordinary Shares - Build Up
  International Investments Limited

  	
   

  	
  24,000,000

  	
   

  	
  22.40

  	
   

  
	
  Ordinary Shares - Ellipsis
  Limited

  	
   

  	
  1,500,000

  	
   

  	
  1.40

  	
   

  
	
  Ordinary Shares - Warshaw
  Holdings Limited

  	
   

  	
  180,000

  	
   

  	
  0.17

  	
   

  
	
  Ordinary Shares - Laiting Liu

  	
   

  	
  2,772,871

  	
   

  	
  2.59

  	
   

  
	
  Series A Preferred - All investors

  	
   

  	
  6,027,191

  	
   

  	
  5.63

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  107,150,062

  	
   

  	
  100

  	
   

  



 

















 


SECTION 2.3


 


2.3  (a)


 


Grand Sun International
Investment Limited (“Grand Sun”)


 


Grand
Sun is a company incorporated in Hong Kong, of which Trony Solar Holdings
Company Limited owns 100% equity interests. The authorized share capital of
Grand Sun as of the date of this Agreement is HK$10,000.00 and the outstanding share
capital is HK$100.00.


 


Shenzhen
Trony Science and Technology Development Co., Ltd 深圳市创益科技发展有限公司
(“Shenzhen Trony”)


 


Shenzhen
Trony is a WFOE with limited liability, of which Grand Sun International
Investment Limited owns 100% equity interests. The registered capital of
Shenzhen Trony as of the date of this Agreement is RMB 140 million and the paid up
registered capital is RMB60,415,571.2 (43.15% of the registered capital).


 


According
to the 2007 Nian Di No.007  (深担保(质)字2007年第007号) entered into by and between
Grand Sun International Investment Limited and Shenzhen Real Estate Security
Company Limited (深圳市不动产担保股份有限公司), 29% of the equity interest
in the registered capital of Shenzhen Trony has been pledged to Shenzhen Real
Estate Security Company Limited as the counter-guarantee for the guarantee
provided by Shenzhen Real Estate Security Company Limited on a RMB 40 million
loan owed by Shenzhen Trony to China Construction Bank Company Limited,
Shenzhen Branch. The maturity date of the aforesaid RMB 40 million loan is
July 11, 2012.


 

















 


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


 


Trony Material is a limited
liability company. Shenzhen Trony holds 90% of equity interests on behalf of Zhang Yiying and Zhang
Yiying  (张艺影) owns the remaining 10% of
equity interests directly. The registered capital of Trony Material is RMB3.5 million
which has been duly paid up in full by Shenzhen Trony on behalf of Zhang Yiying
and Zhang Yiying. Shenzhen Trony holds 90% of equity interests on behalf of Zhang Yiying in accordance
with two investment agreements (委托投资合同书) executed by Shenzhen Trony
and Zhang Yiying dated November 11, 2003 and April 2, 2004. According to these two
investment agreements, Zhang Yiying
agreed to provide RMB3.15 million (RMB0.45 million for the first investment agreement and RMB2.70 million for the second investment agreement) to Shenzhen Trony
to invest in Trony Material and acquired 90% outstanding shares of Trony Material on
behalf of Zhang Yiying, and Shenzhen Trony and Zhang Yiying agreed that Zhang Yiying is
the beneficiary shareholder of these 90% shares of Trony
Material.


 


(d)


None


 


(e)


 


See
Section 2.3 (a).


 

















 


SECTION 2.6


 


2.6          Governmental Consents and Filings.


 


The
pledge of the equity interests of Shenzhen Trony will not be valid and binding
upon relevant parties until the approval of Shenzhen Futian District Trade and Industry Bureau
(深圳市福田区贸易工业局) and registration with Shenzhen Administration of
Industry and Commerce (深圳市工商行政管理局).


 

















 


SECTION 2.7


 


2.7          Permits and Licenses.


 


Shenzhen
Trony


 


(1)          Business License (企业法人营业执照)


Number:
440301503293581


Issued
by: Shenzhen Administration for Industry and Commerce  深圳市工商行政管理局


Date:
July 25, 2008


 


(2)          Certificate of Approval (台港澳侨投资企业批准证书)


Number:
Shang Wai Zi Yue Shen Fu Wai Zi Zi [2006] No.0238 (商外资粤深福外资字[2006]0238号)


Issued
by: Shenzhen Municipal People’s Government


Date:
April 16, 2008


 


(3)          Tax Registration Certificate
(National Tax)(税务登记证(国税))


Number:
440301618868995


Issued
by: Shenzhen National Tax Bureau


Date:
March 27, 2008


 


(4)          Tax Registration Certificate
(Local Tax)(税务登记证(地税))


Number:
440300618868995


Issued
by: Shenzhen Local Tax Bureau


Date:
March 19, 2008


 

















 


(5)          Export and Import Goods
Registration Certificate (进出口货物收发货人报关注册登记书)


Number:
4403149685


Issued
by: Shenzhen Customs


Date:
December 6, 2006


 


(6)          Foreign Exchange Registration Certificate


Shenzhen
Trony has obtained Foreign Exchange Registration IC card from SAFE, which
replaces Foreign Exchange Registration Certificate.


 


Grand Sun International
Investment Limited


 


Business
Registration Certificate


Certificate
Number: 37088192-000-08-08-7


Issued by: Inland
Revenue Department of Hong Kong


Date: 03/08/2008


 

















 


SECTION 2.8


 


2.8          Compliance with Law and Other
Instruments.


 


(a)           Shenzhen Trony has not contributed
Housing Funds (住房公积金) to its employees as
required by PRC laws since its establishment and relevant governmental
authorities may order Shenzhen Trony to pay such outstanding funds. In
addition, Shenzhen Trony cannot ensure that it has paid social insurance in
full to its employees as required by PRC laws. Such costs resulted from any incompliance up to
the date hereof in respect of contributions to Housing Funds and mandatory
social insurances for employees, whether existing or former, will not exceed
US$400,000.


 














 


SECTION 2.9


 


2.9  Real Property


(a)  Owned Real
Property


Land Use Right


 


	
   

  	
   

  	
  Number

  	
   

  	
  Location

  	
   

  	
  Use

  	
   

  	
  Grant

  	
   

  	
  Term

  	
   

  	
  Area

  (sq.m.)

  	
   

  	
  Security

  
	
  01

  	
   

  	
  6000189500

  	
   

  	
  Baolong Industrial
  Zone, Longgang District, Shenzhen (深圳市龙岗区宝龙工业城)

  	
   

  	
  Industrial(Workshop)

  	
   

  	
  Grant (出让)

  	
   

  	
  August 10,
  2005 to August 9, 2055

  	
   

  	
  38,224.32

  	
   

  	
  Mortgaged to
  Shenzhen Real Estate Security Company Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  02

  	
   

  	
  6000215912

  	
   

  	
  Baolong Industrial
  Zone, Longgang District, Shenzhen(深圳市龙岗区宝龙工业城)

  	
   

  	
  Industrial(Employee’s
  Dormitory)

  	
   

  	
  Grant (出让)

  	
   

  	
  April 10, 2006
  to April 9, 2056

  	
   

  	
  3,794.52

  	
   

  	
  Mortgaged to
  Shenzhen Real Estate Security Company Limited

  



 


Building
Ownership


 


According
to an Acceptance Notice (受理通知书) numbered Shen
Guo Fang Fei Xu Ke Shou 55-200835651L  (深国房非许可受55-200835651L号) dated July 30, 2008 and an Initial
Registration Announcement dated August 13, 2008 issued by Shenzhen Land
Resources and Real Estate Administration Bureau (深圳市国土资源和房屋管理局), Shenzhen
Trony is applying for the registration of a building it constructed with a
gross floor area of 24,575.99 sq.m.


 


According
to relevant registration inquiry documents, Shenzhen Trony owns a unit with a
size of 86.46 sq.m unit for the usage of residence.


 


Project
Under Construction


 


According
to a Construction Works Planning Permit numbered Shen Gui Jian Xu Zi
LG-2007-1162(深规建许字LG-2007-1162号) issued by
Shenzhen Municipal Planning Bureau, Longgang Branch and a Construction Use Land
Planning Permit numbered Shen Gui Xu Zi 06-2005-0096 (深规许字
06-2005-0096) issued by Shenzhen Municipal Planning Bureau,
Longgang Branch, and a Construction Works Commencement Permit numbered
11030720060903902 issued by Shenzhen Longgang District Construction Bureau,
Shenzhen Trony is permitted to construct an Employee Dormitory building with a
gross floor area of 6,848.7 sq.m.


 

















 


(b)           Leased Real Property


 


(1) According
to a lease agreement with filing number Shen Fu 0267746 dated September 12,
2007, Shenzhen Trony (as the lessee) leased a property located in 深圳市福田区八卦三路光纤小区2栋5层东侧 for the use of workshop with a gross
floor area of 1,087 sq.m. from 深圳市特发信息股份有限公司  (as the lessor) and the rental is
RMB29,349 per month. The term is from September 1, 2007 to August 31,
2009.


 


(2) According
to a lease agreement with filing number Shen Fu 0153576 dated Novermber 28,
2006, Shenzhen Trony (as the lessee) leased a property located in 深圳市福田区八卦三路光纤小区2栋8层东厂房及宿舍  for the use
of workshop and dormitory with a gross floor area of 1,866.68 sq.m. from 深圳纺织服装研究所 (as the lessor) and the rental is
RMB4,6069.24 per month. The term is from December 1, 2006 to November 30,
2008.


 


(3) According
to a lease agreement with filing number Shen Fu 0197880 dated December 10,
2006, Shenzhen Trony (as the lessee) leased a property located in  深圳市福田区华强北路4014号长盛大厦1217-1225号 for the use of office with a gross floor
area of 420 sq.m. from 深圳市长城投资控股股份有限公司 (as the lessor) and the rental is
RMB27,300 per month. The term is from December 10, 2006 to December 31,
2008.


 


(4) According
to a lease agreement with filing number Shen Fu 0153577 dated November 28,
2006, Shenzhen Trony (as the lessee) leased a property located in 深圳市福田区八卦三路光纤小区2栋8层西  for the use of workshop with a gross floor area of 369 sq.m. from 深圳市华联置业集团有限公司 (as the lessor) and the rental is
RMB9,225 per month. The term is from December 31, 2006 to November 30,
2008.


 

















 


SECTION 2.11


 


2.11
Intellectual Property


 


(e) Intellectual
Property


 


Patents


 


	
   

  	
   

  	
  Reg. No.

  	
   

  	
  Filing

  Date

  	
   

  	
  Owner

  	
   

  	
  Name

  	
   

  	
  Type

  	
   

  	
  Date of

  Certification

  	
   

  	
  License

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  ZL 95 1 04992.5

  	
   

  	
  1995-5-19

  	
   

  	
  李毅

  	
   

  	
  内联式非晶硅太阳能电池及制造方法

  	
   

  	
  发明

  	
   

  	
  1997-2-22

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  ZL 03 1 34829.7

  	
   

  	
  2003-9-25

  	
   

  	
  李毅

  	
   

  	
  一种太阳能电池及制造方法

  	
   

  	
  发明

  	
   

  	
  2005-9-7

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  ZL 2004 1
  0028002.8

  	
   

  	
  2004-7-6

  	
   

  	
  李毅

  	
   

  	
  一种太阳能光伏中空玻璃及其制造方法

  	
   

  	
  发明

  	
   

  	
  2006-5-10

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  ZL 2005 1
  0034904.7

  	
   

  	
  2005-5-25

  	
   

  	
  李毅

  	
   

  	
  一种用于幕墙玻璃的组合式光电模板

  	
   

  	
  发明

  	
   

  	
  2006-9-20

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  ZL 2004 1
  0026828.0

  	
   

  	
  2004-4-14

  	
   

  	
  李毅

  	
   

  	
  二氧化锡透明导电膜的制造设备

  	
   

  	
  发明

  	
   

  	
  2006-9-20

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  ZL 2005 1
  0100696.6

  	
   

  	
  2005-10-21

  	
   

  	
  李毅

  	
   

  	
  一种太阳能电池天窗及其制造方法

  	
   

  	
  发明

  	
   

  	
  2008-1-9

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  ZL 2004 1 0051144.6

  	
   

  	
  2004-8-15

  	
   

  	
  李毅

  	
   

  	
  用于非晶硅电池测量的标准太阳能电池及其制造方法

  	
   

  	
  发明

  	
   

  	
  2008-1-23

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  91 2 25233.2

  	
   

  	
  1991-9-12

  	
   

  	
  孔维民

  	
   

  	
  电动式多功能词典

  	
   

  	
  实用新型

  	
   

  	
  1992-9-23

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  ZL 94 2 43121.9

  	
   

  	
  1994-10-14

  	
   

  	
  李毅

  	
   

  	
  一种非晶硅太阳能电池

  	
   

  	
  实用新型

  	
   

  	
  1995-7-8

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  ZL 96 2 20998.8

  	
   

  	
  1996-8-27

  	
   

  	
  深圳市创益科技发展有限公司

  	
   

  	
  透明导电膜平面磁控溅射靶板

  	
   

  	
  实用新型

  	
   

  	
  1998-2-7

  	
   

  	
   

  



 

















 


	
  11

  	
   

  	
  ZL 97 2 40041.9

  	
   

  	
  1997-5-25

  	
   

  	
  李毅

  	
   

  	
  一种机动车太阳能蓄电池保护器

  	
   

  	
  实用新型

  	
   

  	
  1999-1-9

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  972403418

  	
   

  	
  1997-7-16

  	
   

  	
  深圳市创益科技发展有限公司

  	
   

  	
  一种外联集成式弱光型非晶硅光电池

  	
   

  	
  实用新型

  	
   

  	
  1999-8-21

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  ZL 99 2 47790.5

  	
   

  	
  1999-11-27

  	
   

  	
  李毅

  	
   

  	
  一种太阳能地图路牌照明装置

  	
   

  	
  实用新型

  	
   

  	
  2000-8-19

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  ZL 00 2 01897.7

  	
   

  	
  2000-1-18

  	
   

  	
  深圳市创益科技发展有限公司

  	
   

  	
  太阳能电动转经轮

  	
   

  	
  实用新型

  	
   

  	
  2001-3-29

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  ZL 00 2 44204.3

  	
   

  	
  2000-7-21

  	
   

  	
  李毅

  	
   

  	
  折叠式太阳能电源包

  	
   

  	
  实用新型

  	
   

  	
  2001-7-20

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  ZL 01 2 02666.2

  	
   

  	
  2001-1-8

  	
   

  	
  深圳市创益科技发展有限公司

  	
   

  	
  一种带太阳能电池构件的遥控器

  	
   

  	
  实用新型

  	
   

  	
  2002-1-9

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  ZL 01 2 27971.4

  	
   

  	
  2001-6-22

  	
   

  	
  深圳市创益科技发展有限公司

  	
   

  	
  多层折叠式太阳能电源盒

  	
   

  	
  实用新型

  	
   

  	
  2002-5-22

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18

  	
   

  	
  ZL 01 2 26030.4

  	
   

  	
  2001-6-2

  	
   

  	
  深圳市创益科技发展有限公司

  	
   

  	
  太阳能充电器

  	
   

  	
  实用新型

  	
   

  	
  2002-6-26

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
  ZL 02 2 26039.0

  	
   

  	
  2002-3-2

  	
   

  	
  李毅

  	
   

  	
  一种集成式太阳能庭院灯

  	
   

  	
  实用新型

  	
   

  	
  2002-12-11

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20

  	
   

  	
  ZL 02 2 49529.0

  	
   

  	
  2002-11-15

  	
   

  	
  李毅

  	
   

  	
  集成式光辐照强度指示器

  	
   

  	
  实用新型

  	
   

  	
  2003-12-10

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21

  	
   

  	
  ZL 03 2 26314.7

  	
   

  	
  2003-5-17

  	
   

  	
  深圳市创益科技发展有限公司

  	
   

  	
  石英钟表用太阳能电池装置

  	
   

  	
  实用新型

  	
   

  	
  2004-12-8

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22

  	
   

  	
  ZL 03 2 0132017.X

  	
   

  	
  2003-12-18

  	
   

  	
  深圳市创益科技发展有限公司

  	
   

  	
  一种抗冲击的太阳能电池组件

  	
   

  	
  实用新型

  	
   

  	
  2005-1-12

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23

  	
   

  	
  ZL 2004 2 0048717.5

  	
   

  	
  2004-4-3

  	
   

  	
  李毅

  	
   

  	
  一种框架式结构太阳能光伏中空玻璃

  	
   

  	
  实用新型

  	
   

  	
  2005-4-6

  	
   

  	
  是

  



 

















 


	
  24

  	
   

  	
  ZL 2004 2 0002267.6

  	
   

  	
  2004-2-7

  	
   

  	
  李毅

  	
   

  	
  一种玻璃磨端角机

  	
   

  	
  实用新型

  	
   

  	
  2005-6-15

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25

  	
   

  	
  ZL 2004 2 0044723.3

  	
   

  	
  2004-4-14

  	
   

  	
  李毅

  	
   

  	
  二氧化锡透明导电膜的制造装置

  	
   

  	
  实用新型

  	
   

  	
  2005-7-6

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26

  	
   

  	
  ZL 2004 2 0083016.5

  	
   

  	
  2004-8-15

  	
   

  	
  李毅

  	
   

  	
  一种非晶硅标准太阳电池

  	
   

  	
  实用新型

  	
   

  	
  2006-3-1

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27

  	
   

  	
  ZL 2005 2 0055355.7

  	
   

  	
  2005-3-1

  	
   

  	
  李毅

  	
   

  	
  非晶硅太阳能电池夹胶玻璃

  	
   

  	
  实用新型

  	
   

  	
  2006-7-26

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28

  	
   

  	
  ZL 2005 2 0059062.6

  	
   

  	
  2005-5-25

  	
   

  	
  李毅

  	
   

  	
  组合式光电模板

  	
   

  	
  实用新型

  	
   

  	
  2006-9-13

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29

  	
   

  	
  ZL 2005 2 0067166.1

  	
   

  	
  2005-11-4

  	
   

  	
  李毅

  	
   

  	
  内置光伏百叶中空玻璃

  	
   

  	
  实用新型

  	
   

  	
  2006-11-8

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30

  	
   

  	
  ZL 2005 2 0066324.1

  	
   

  	
  2005-10-21

  	
   

  	
  李毅

  	
   

  	
  一种太阳能电池天窗

  	
   

  	
  实用新型

  	
   

  	
  2006-12-27

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31

  	
   

  	
  ZL 2005 2 0059420.3

  	
   

  	
  2005-6-1

  	
   

  	
  李毅

  	
   

  	
  具有发光装置的太阳能电池模板

  	
   

  	
  实用新型

  	
   

  	
  2007-1-10

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  32

  	
   

  	
  ZL 2005 2 0120752.8

  	
   

  	
  2005-12-14

  	
   

  	
  李毅

  	
   

  	
  太阳能光伏组件边框护角

  	
   

  	
  实用新型

  	
   

  	
  2007-4-4

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  33

  	
   

  	
  ZL 2005 2 0120817.9

  	
   

  	
  2005-12-16

  	
   

  	
  李毅

  	
   

  	
  太阳能汽车天窗供电智能控制装置

  	
   

  	
  实用新型

  	
   

  	
  2007-5-23

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  34

  	
   

  	
  ZL 2006 2 0014309.7

  	
   

  	
  2006-6-28

  	
   

  	
  李毅

  	
   

  	
  一种外置的太阳能遮阳板

  	
   

  	
  实用新型

  	
   

  	
  2007-7-25

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  35

  	
   

  	
  ZL 2006 2 0017543.5

  	
   

  	
  2006-6-23

  	
   

  	
  李毅

  	
   

  	
  一种异形硅薄膜太阳能电池

  	
   

  	
  实用新型

  	
   

  	
  2007-9-19

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  36

  	
   

  	
  ZL 2006 2 0014750.5

  	
   

  	
  2006-9-19

  	
   

  	
  李毅

  	
   

  	
  一种光电幕墙玻璃的太阳能电池LED夹层

  	
   

  	
  实用新型

  	
   

  	
  2007-9-19

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  37

  	
   

  	
  ZL 2007 2 0117914.1

  	
   

  	
  2007-1-8

  	
   

  	
  李毅

  	
   

  	
  太阳能电池激光标刻装置

  	
   

  	
  实用新型

  	
   

  	
  2008-1-2

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  38

  	
   

  	
  ZL 2007 2 0118501.5

  	
   

  	
  2007-2-5

  	
   

  	
  李毅

  	
   

  	
  太阳能光伏音屏障

  	
   

  	
  实用新型

  	
   

  	
  2008-1-23

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  39

  	
   

  	
  ZL 2007 2 0118154.6

  	
   

  	
  2007-1-23

  	
   

  	
  李毅

  	
   

  	
  一种柔性太阳能电池

  	
   

  	
  实用新型

  	
   

  	
  2008-3-19

  	
   

  	
  是

  



 

















 


	
  40

  	
   

  	
  ZL 2006 2 0144550.1

  	
   

  	
  2006-12-31

  	
   

  	
  李毅

  	
   

  	
  大幅面激光标刻太阳能电池的装置

  	
   

  	
  实用新型

  	
   

  	
  2008-3-19

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41

  	
   

  	
  ZL 2007 2 0119927.2

  	
   

  	
  2007-4-29

  	
   

  	
  李毅

  	
   

  	
  一种非晶硅太阳能幕墙光伏中空玻璃

  	
   

  	
  实用新型

  	
   

  	
  2008-5-14

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  42

  	
   

  	
  ZL 2007 2 0121584.3

  	
   

  	
  2007-7-25

  	
   

  	
  李毅

  	
   

  	
  一种呼吸式太阳能幕墙

  	
   

  	
  实用新型

  	
   

  	
  2008-5-28

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43

  	
   

  	
  ZL 94 3 04729.3

  	
   

  	
  1994-7-18

  	
   

  	
  李毅

  	
   

  	
  太阳能液晶显示游标卡尺

  	
   

  	
  外观设计

  	
   

  	
  1995-3-24

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44

  	
   

  	
  ZL 94 3 03710.7

  	
   

  	
  1994-7-18

  	
   

  	
  李毅

  	
   

  	
  太阳能液晶显示价目牌

  	
   

  	
  外观设计

  	
   

  	
  1995-5-11

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  45

  	
   

  	
  ZL 00 3 33188.1

  	
   

  	
  2000-8-7

  	
   

  	
  深圳市创益科技发展有限公司

  	
   

  	
  太阳能电池包

  	
   

  	
  外观设计

  	
   

  	
  2001-2-3

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  46

  	
   

  	
  ZL 033205132

  	
   

  	
  2003-3-13

  	
   

  	
  深圳市创益科技发展有限公司

  	
   

  	
  钟表(1)

  	
   

  	
  外观设计

  	
   

  	
  2004-1-28

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  47

  	
   

  	
  ZL 2004 3 0043956.7

  	
   

  	
  2004-7-2

  	
   

  	
  李毅

  	
   

  	
  便携式充电器

  	
   

  	
  外观设计

  	
   

  	
  2005-1-26

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  48

  	
   

  	
  ZL 2004 3 0092036.4

  	
   

  	
  2004-11-2

  	
   

  	
  李毅

  	
   

  	
  太阳能门牌

  	
   

  	
  外观设计

  	
   

  	
  2005-4-20

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  49

  	
   

  	
  ZL 2004 3 0067016.1

  	
   

  	
  2004-7-2

  	
   

  	
  李毅

  	
   

  	
  便携式充电包

  	
   

  	
  外观设计

  	
   

  	
  2005-8-10

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  50

  	
   

  	
  ZL 2004 3 0043955.2

  	
   

  	
  2004-7-2

  	
   

  	
  李毅

  	
   

  	
  充电器(便携式圆形)

  	
   

  	
  外观设计

  	
   

  	
  2006-1-25

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  51

  	
   

  	
  ZL 2005 3 0076475.0

  	
   

  	
  2005-11-5

  	
   

  	
  李毅

  	
   

  	
  太阳能电池组件边框护角

  	
   

  	
  外观设计

  	
   

  	
  2006-8-9

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  52

  	
   

  	
  ZL 2005 3 0076476.5

  	
   

  	
  2005-11-5

  	
   

  	
  李毅

  	
   

  	
  薄膜太阳能电池电极斜接插件

  	
   

  	
  外观设计

  	
   

  	
  2006-9-6

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  53

  	
   

  	
  ZL 2005 3 0076501.X

  	
   

  	
  2005-11-5

  	
   

  	
  李毅

  	
   

  	
  薄膜太阳能电池电极接插件

  	
   

  	
  外观设计

  	
   

  	
  2006-10-18

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  54

  	
   

  	
  ZL 2006 3 0016976.4

  	
   

  	
  2006-6-23

  	
   

  	
  李毅

  	
   

  	
  薄膜太阳能电池电极接插件(1)

  	
   

  	
  外观设计

  	
   

  	
  2007-3-14

  	
   

  	
  是

  



 

















 


	
  55

  	
   

  	
  ZL 2006 3 0155458.0

  	
   

  	
  2006-12-15

  	
   

  	
  李毅

  	
   

  	
  电极接插件

  	
   

  	
  外观设计

  	
   

  	
  2007-11-28

  	
   

  	
  是

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  56

  	
   

  	
  ZL 2007 3 0130817.1

  	
   

  	
  2007-1-18

  	
   

  	
  李毅

  	
   

  	
  电源接线盒(1)

  	
   

  	
  外观设计

  	
   

  	
  2008-1-30

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  57

  	
   

  	
  ZL 2006 3 0155457.6

  	
   

  	
  2006-12-15

  	
   

  	
  李毅

  	
   

  	
  手推式置物架

  	
   

  	
  外观设计

  	
   

  	
  2008-3-19

  	
   

  	
  是

  



 


Patent
Applications


 


	
  No.

  	
   

  	
  Filing No.

  	
   

  	
  Filing Date

  	
   

  	
  Applicant

  	
   

  	
  Name

  	
   

  	
  Status

  	
   

  	
  Date of Acceptance

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  200510033425.3

  	
   

  	
  2005-3-1

  	
   

  	
  李毅

  	
   

  	
  非晶硅太阳能电池夹胶玻璃组件

  	
   

  	
  受理

  	
   

  	
  2005-3-10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  200610061259.2

  	
   

  	
  2006-6-23

  	
   

  	
  李毅

  	
   

  	
  异形硅薄膜太阳能电池

  	
   

  	
  受理

  	
   

  	
  2006-6-23

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  200610061349.1

  	
   

  	
  2006-6-28

  	
   

  	
  李毅

  	
   

  	
  一种外置的太阳能遮阳板系统

  	
   

  	
  受理

  	
   

  	
  2006-6-28

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  200610062643.4

  	
   

  	
  2006-9-19

  	
   

  	
  李毅

  	
   

  	
  光电幕墙玻璃的太阳能电池LED夹层

  	
   

  	
  受理

  	
   

  	
  2006-9-19

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  200610156980.X

  	
   

  	
  2006-11-23

  	
   

  	
  李毅

  	
   

  	
  一种硅薄膜光电池的电极图案及蚀刻方法

  	
   

  	
  受理

  	
   

  	
  2006-11-23

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  200630155457.6

  	
   

  	
  2006-12-15

  	
   

  	
  李毅

  	
   

  	
  多功能千层架(外观设计)

  	
   

  	
  受理

  	
   

  	
  2006-12-15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  200610063759.X

  	
   

  	
  2006-12-31

  	
   

  	
  李毅

  	
   

  	
  大幅面激光标刻太阳能电池

  	
   

  	
  受理

  	
   

  	
  2007-1-5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  200620144550.1

  	
   

  	
  2006-12-31

  	
   

  	
  李毅

  	
   

  	
  大幅面激光标刻太阳能电池(实用新型)

  	
   

  	
  受理

  	
   

  	
  2007-1-5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  200710072812.7

  	
   

  	
  2007-1-8

  	
   

  	
  李毅

  	
   

  	
  太阳能电池激光标刻设备

  	
   

  	
  受理

  	
   

  	
  2007-1-8

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  200730170909.2

  	
   

  	
  2007-7-5

  	
   

  	
  李毅

  	
   

  	
  一种用于电池组件的支架(外观设计)

  	
   

  	
  受理

  	
   

  	
  2007-7-5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  200720121394.1

  	
   

  	
  2007-7-12

  	
   

  	
  李毅

  	
   

  	
  一种自动超声波焊接机(实用新型)

  	
   

  	
  受理

  	
   

  	
  2007-7-16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  200720122239.1

  	
   

  	
  2007-8-16

  	
   

  	
  李毅

  	
   

  	
  太阳能电池接线盒(实用新型)

  	
   

  	
  受理

  	
   

  	
  2007-8-16

  	
   

  



 

















 


	
  13

  	
   

  	
  200720122312.5

  	
   

  	
  2007-8-21

  	
   

  	
  李毅

  	
   

  	
  非晶硅沉积炉中的导热油加热装置(实用新型)

  	
   

  	
  受理

  	
   

  	
  2007-8-21

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  200720174556.8

  	
   

  	
  2007-8-31

  	
   

  	
  李毅

  	
   

  	
  一种太阳能电池(实用新型)

  	
   

  	
  受理

  	
   

  	
  2007-9-21

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  200730173764.1

  	
   

  	
  2007-9-18

  	
   

  	
  李毅

  	
   

  	
  中空光伏幕墙玻璃组件中的接线盒(外观设计)

  	
   

  	
  受理

  	
   

  	
  2007-9-21

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  200720171858.X

  	
   

  	
  2007-9-18

  	
   

  	
  李毅

  	
   

  	
  太阳能电池沉积系统中的射频放电装置(实用新型)

  	
   

  	
  受理

  	
   

  	
  2007-9-21

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  200720171857.5

  	
   

  	
  2007-9-18

  	
   

  	
  李毅

  	
   

  	
  中空光伏幕墙玻璃组件中的接线盒(实用新型)

  	
   

  	
  受理

  	
   

  	
  2007-9-21

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18

  	
   

  	
  200720172466.5

  	
   

  	
  2007-10-18

  	
   

  	
  李毅

  	
   

  	
  太阳能路灯控制器(实用新型)

  	
   

  	
  受理

  	
   

  	
  2007-10-22

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
  200720172723.5

  	
   

  	
  2007-10-25

  	
   

  	
  李毅

  	
   

  	
  一种叠层太阳能电池(实用新型)

  	
   

  	
  受理

  	
   

  	
  2007-10-25

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20

  	
   

  	
  200710125207.1

  	
   

  	
  2007-12-18

  	
   

  	
  李毅

  	
   

  	
  一种硅薄膜太阳能电池及其制造方法

  	
   

  	
  受理

  	
   

  	
  2007-12-19

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21

  	
   

  	
  200720196120.9

  	
   

  	
  2007-12-18

  	
   

  	
  李毅

  	
   

  	
  一种硅薄膜太阳能电池(实用新型)

  	
   

  	
  受理

  	
   

  	
  2007-12-21

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22

  	
   

  	
  200710305817.X

  	
   

  	
  2007-12-27

  	
   

  	
  李毅

  	
   

  	
  光伏模板外电极引出的密封套件

  	
   

  	
  受理

  	
   

  	
  2008-1-9

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23

  	
   

  	
  200710305818.4

  	
   

  	
  2007-12-27

  	
   

  	
  李毅

  	
   

  	
  一种光伏式中空玻璃

  	
   

  	
  受理

  	
   

  	
  2008-1-9

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24

  	
   

  	
  200720196552.X

  	
   

  	
  2007-12-27

  	
   

  	
  李毅

  	
   

  	
  光伏中空玻璃外电极引出装置(实用新型)

  	
   

  	
  受理

  	
   

  	
  2008-1-2

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25

  	
   

  	
  200720196551.5

  	
   

  	
  2007-12-27

  	
   

  	
  李毅

  	
   

  	
  一种外电极接引出装置(实用新型)

  	
   

  	
  受理

  	
   

  	
  2008-1-2

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26

  	
   

  	
  200810067105.3

  	
   

  	
  2008-5-7

  	
   

  	
  李毅

  	
   

  	
  一种非晶硅太阳能电池铝膜蚀刻方法及蚀刻油墨

  	
   

  	
  受理

  	
   

  	
  2008-5-12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27

  	
   

  	
  2007100730146

  	
   

  	
   

  	
   

  	
  李毅

  	
   

  	
  一种柔性太阳能电池及其制造方法

  	
   

  	
  初审合格

  	
   

  	
  2007-4-13

  	
   

  



 

















 


	
  28

  	
   

  	
  2007100752696

  	
   

  	
   

  	
   

  	
  李毅

  	
   

  	
  呼吸式太阳能光伏玻璃幕墙及其用途

  	
   

  	
  初审合格

  	
   

  	
  2007-10-12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29

  	
   

  	
  2007101486958

  	
   

  	
   

  	
   

  	
  李毅

  	
   

  	
  一种太阳能电池及其制造方法

  	
   

  	
  初审合格

  	
   

  	
  2007-11-9

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30

  	
   

  	
  2007100758809

  	
   

  	
   

  	
   

  	
  李毅

  	
   

  	
  一种太阳能电池电极的超声波焊接设备

  	
   

  	
  初审合格

  	
   

  	
  2007-11-9

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31

  	
   

  	
  2007100742586

  	
   

  	
   

  	
   

  	
  李毅

  	
   

  	
  一种太阳能光伏中空玻璃及其光伏部件

  	
   

  	
  公布及进入实审

  	
   

  	
  2007-11-16

  	
   

  



 


专利实施许可合同,由李毅和深圳市创益科技发展有限公司于2006年1月6日签订。


专利实施许可合同,由李毅和深圳市创益科技发展有限公司于2007年10月20日签订。


 


Trademarks


 


	
  No.

  	
   

  	
  Trademark

  	
   

  	
  Registrant

  	
   

  	
  Class

  	
   

  	
  Reg. No.

  	
   

  	
  Duration of Validity

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  TRONY
  及图

  	
   

  	
  深圳市创益科技发展有限公司

  	
   

  	
  9

  	
   

  	
  854498

  	
   

  	
  2006-7-14 至 2016-7-13

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  TRONY

  	
   

  	
  深圳市创益科技发展有限公司

  	
   

  	
  19

  	
   

  	
  1146098

  	
   

  	
  2008-1-28 至 2018-1-27

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  TRONY

  	
   

  	
  深圳市创益科技发展有限公司

  	
   

  	
  11

  	
   

  	
  1146864

  	
   

  	
  2008-1-28 至 2018-1-27

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  TRONY
  德乐

  	
   

  	
  深圳市创益科技发展有限公司

  	
   

  	
  9

  	
   

  	
  1983586

  	
   

  	
  2002-8-7 至 2012-8-6

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  创益

  	
   

  	
  深圳市创益科技发展有限公司

  	
   

  	
  19

  	
   

  	
  3943129

  	
   

  	
  2006-8-21 至 2016-8-20

  



 


(f)


 


The current two
patent license agreements executed by Li Yi and Shenzhen Trony do not cover patents numbered ZL 03 1 34829.7,  ZL 94 2 43121.9,  ZL 2007 2 0118501.5,  ZL 94 3 04729.3,  ZL 94 3 03710.7 and ZL 2007
3 0130817.1 owned by Li Yi and patent numbered 91 2 25233.2 owned by Kong
Weimin.  The current two patent license
agreements were not filed with relevant patent registration authorities.


 














 


SECTION 2.12


 


2.12        Material Contract


 


	
  序号

  	
   

  	
  合同对方

  	
   

  	
  合同主要内容

  	
   

  	
  金额

  (万元)

  	
   

  	
  签订日期

  	
   

  	
  履行期限

  	
   

  
	
  1

  	
   

  	
  PRIME ENERGY

  	
   

  	
  出售太阳能电池

  	
   

  	
  1700

  	
   

  	
  7/4/2008

  	
   

  	
  2008 全年

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  天津津滨高速

  	
   

  	
  出售太阳能电池

  	
   

  	
  1500

  	
   

  	
  5/19/2008

  	
   

  	
  2008全年

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  GJ ELECTRIC

  	
   

  	
  出售太阳能电池

  	
   

  	
  24000

  	
   

  	
  4/28/2008

  	
   

  	
  2008-2009

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  GJ ELECTRIC

  	
   

  	
  出售太阳能电池

  	
   

  	
  21000

  	
   

  	
  7/2/2008

  	
   

  	
  2008-2009

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  PT DRIVER

  	
   

  	
  出售太阳能电池

  	
   

  	
  90000

  	
   

  	
  5/4/2008

  	
   

  	
  2009 全年

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  PT DRIVER

  	
   

  	
  出售太阳能电池

  	
   

  	
  63000

  	
   

  	
  6/5/2007

  	
   

  	
  2007-2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  文创

  	
   

  	
  出售太阳能电池

  	
   

  	
  1000

  	
   

  	
  1/30/2008

  	
   

  	
  2008全年

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  文创

  	
   

  	
  出售太阳能电池

  	
   

  	
  1000

  	
   

  	
  12/24/2007

  	
   

  	
  2008全年

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  聚阳

  	
   

  	
  出售太阳能电池

  	
   

  	
  1000

  	
   

  	
  1/18/2008

  	
   

  	
  2008全年

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  斯迈尔

  	
   

  	
  出售太阳能电池

  	
   

  	
  1000

  	
   

  	
  10/19/2007

  	
   

  	
  2008全年

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  番禺奥莱

  	
   

  	
  出售太阳能电池

  	
   

  	
  2000

  	
   

  	
  1/16/2008

  	
   

  	
  2008全年

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  贵航实业

  	
   

  	
  出售太阳能电池

  	
   

  	
  1500

  	
   

  	
  1/22/2008

  	
   

  	
  2008全年

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  兴业达

  	
   

  	
  采购导电玻璃

  	
   

  	
  3200

  	
   

  	
  5/21/2005

  	
   

  	
  2008全年

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  赛孚斯

  	
   

  	
  采购硅烷

  	
   

  	
  3000

  	
   

  	
  1/4/2008

  	
   

  	
  2008全年

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  中蒲

  	
   

  	
  采购设备

  	
   

  	
  49000

  	
   

  	
  3/24/2008

  	
   

  	
  2008全年

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  广东十六冶

  	
   

  	
  建设员工宿舍

  	
   

  	
  1850

  	
   

  	
  2/15/2008

  	
   

  	
  2008年内建设

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  广富装饰

  	
   

  	
  采购铝材

  	
   

  	
  3000

  	
   

  	
  12/7/2007

  	
   

  	
  2008全年

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18

  	
   

  	
  深圳市国土资源和房管局

  	
   

  	
  出让38244.32平方米土地

  	
   

  	
  637.5

  	
   

  	
  8/10/2005

  	
   

  	
  50年

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
  深圳市国土资源和房管局

  	
   

  	
  出让3794.52平方米土地

  	
   

  	
  76.9

  	
   

  	
  4/10/2006

  	
   

  	
  50年

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20

  	
   

  	
  中国建设银行

  	
   

  	
  借款

  	
   

  	
  4000

  	
   

  	
  7/12/2007

  	
   

  	
  7/11/2012

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21

  	
   

  	
  深圳市不动产担保股份有限公司

  	
   

  	
  29%股权质押,土地使用权抵押

  	
   

  	
  深圳市不动产担保股份有限公司为上述4000万元贷款提供保证

  	
   

  	
  7/11/2007

  	
   

  	
  直到公司房产取得房产证并办理抵押登记

  	
   

  



 

















 


SECTION 2.16


 


None


 

















 


SECTION 2.17


 


2.17        Litigation


 


Shenzhen
Trony is involving a labor dispute with Yang Yingjuan, who applied to the relevant people’s court for
a compensation of RMB53,188.72 and 10 years of social insurance payments.
As at the date of the Agreement, the litigation is still not resolved.


 


According
to a court judgment dated July 12, 2007, Shenzhen Trony should
pay RMB356,329.36 and relevant interests to Shenzhen Riyuehuan Solar Energy
Industrial Co., Ltd (深圳日月环太阳能实业有限公司) (“Riyuehuan”). As at the date of the Agreement, as Shenzhen Trony lost contact with Riyuehuan, Shenzhen Trony
still has not paid these fees.


 

















 


SECTION 2.18


 


2.18   Employment Contract


 


Shenzhen
Trony and Trony Material are using standard employment agreements promulgated
by Shenzhen Labor and Social Security Bureau with their employees who were
employed before January 1, 2008 and are using new employment agreements in accordance with the new
labor contract law since January 1, 2008.


 


Shenzhen
Trony has not contributed Housing Funds (住房公积金) to its employees as required
by PRC laws since its establishment and relevant governmental authorities may
order Shenzhen Trony to pay such outstanding funds. In addition, Shenzhen Trony
cannot ensure that it has paid social insurance in full to its employees as
required by PRC laws. Such costs resulted from any incompliance up to the date hereof in
respect of contributions to Housing Funds and mandatory social insurances for
employees, whether existing or former, will not exceed US$400,000.


 

















 


SECTION 2.19


 


According to the
PRC labor contract law, 68 employees of Shenzhen Trony have the legal rights to require the Company to
execute an agreement for continued employment.


 

















 


SECTION 2.21


 


2.21        Insurance Policies


 


(1)         Vehicle
Insurances


 


Shenzhen
Trony maintains Vehicles Insurances as required by PRC laws on all of its
vehicles including:


 


	
  No.

  	
   

  	
  Insurance Number

  	
   

  	
  Vehicle

  	
   

  	
  Insurance

  	
   

  	
  Duration of

  Validity

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  20528004103010809852

  	
   

  	
  江淮 HFC6500A3C8

  	
   

  	
  车辆损失险、全车盗抢险、车上人员责任险(乘客)

  	
   

  	
  May 9, 2006
  to May 8, 2009

  
	
   

  	
   

  	
  20528004103510812000

  	
   

  	
  江淮 HFC6500A3C8

  	
   

  	
  交通事故责任强制保险

  	
   

  	
  May 9, 2008
  to May 8, 2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  20528004103510804379

  	
   

  	
  BMW
  730Li

  	
   

  	
  车辆损失险、全车盗抢险、车上人员责任险(乘客)

  	
   

  	
  February 2,
  2008 to February 1, 2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  20528004103510803841

  	
   

  	
  BMW
  730Li

  	
   

  	
  交通事故责任强制保险

  	
   

  	
  January 31,
  2008 to January 30, 2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  20528004103010820605

  	
   

  	
  江铃 JX6476D

  	
   

  	
  车辆损失险、全车盗抢险、车上人员责任险(乘客)

  	
   

  	
  September 22,
  2008 to September 21, 2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  205280041003510824722

  	
   

  	
  江铃 JX6476D

  	
   

  	
  交通事故责任强制保险

  	
   

  	
  September 22,
  2008 to September 21, 2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  20528004108510821661

  	
   

  	
  江淮 HFC6500A3E3

  	
   

  	
  交通事故责任强制保险

  	
   

  	
  August 22,
  2008 to August 21, 2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  20528004103010818053

  	
   

  	
  江淮 HFC6500A3E3

  	
   

  	
  车辆损失险、全车盗抢险、车上人员责任险(乘客)

  	
   

  	
  August 22,
  2008 to August 21, 2009

  



 


(2)         Commercial
Insurances


 


	
  No.

  	
   

  	
  Insurance Number

  	
   

  	
  Insured

  Property

  	
   

  	
  Total

  Sum

  Insured

  	
   

  	
  Insurance

  	
   

  	
  Duration of

  Validity

  
	
  1

  	
   

  	
  06020100160601242008000001

  	
   

  	
  Building,
  Machinery and Inventory

  	
   

  	
  166,000,000

  	
   

  	
  Property
  All Risk Insurance

  	
   

  	
  September 16,
  2008 to September 15, 2009

  



 

















 


SECTION 2.23


 


None


 

















 


SECTION 2.25


 


2.25        Related Transaction.


 


On
April 9, 2008, Shenzhen
Trony executed a Debt Agreement with Jinjiang Weili Weaving Industrial Co., Ltd (晋江市威立织造实业有限公司) (“Weili”). A beneficial shareholder and director of the Company is a
shareholder of Weili. According to this Debt Agreement, Weili agreed to
loan to Shenzhen Trony RMB305 million free of interest. The maturity date of
this loan is April 10, 2010.


 

















 


SECTION 2.26


 


2.26        Conflict of Interest


 


None


 

















 


SECTION 2.28


 


2.28        No.75 Circular Registration


 


Li Yi, Li Ying and
Zhang Yiying filed SAFE Circular 75 registrations with Shenzhen local SAFE on December 31,
2007.  Such registrations contain the
following inaccurate or outdated information:


 


1. As of December 31,
2007, Li Yi did not own any equity interest in Halton Hill Investment Limited
and such entity should not have been included in Li Yi’s registration.


 


2. As of December 31,
2007, Li Yi owned 100% of the equity interest of Sky Sense Investments Limited
and such entity should have been included in Li Yi’s registration.


 


3. As of December 31,
2007, Li Yi did not own any equity interest in Build Up International
Investments Limited, the shareholders of which were Lam Kam Sze and Huang
Yiquan. Build Up International Investments Limited should not have been included
in Li Yi’s registration.


 


4. Super Bonus
Limited has changed its name to Trony Solar Holdings Company Limited.


 


5. The
shareholdings of Li Yi, Li Ying and Zhang Yiying in Trony Solar Holdings
Company Limited have not been updated to reflect the current shareholding
structure of Trony Solar Holdings Company Limited as set forth in Section 2.2(b)-1
of this Schedule of Exceptions.


 


Huang Yiquan has
not completed SAFE Circular 75 registrations with respect to his beneficial
ownership in Build Up International Investments Limited and Trony Solar
Holdings Company Limited.


 


Chen Yixiang has
not completed SAFE Circular 75 registrations with respect to his beneficial
ownership in Ellipsis Limited and Trony Solar Holdings Company Limited.


 














 


EXHIBIT A


 


FORM OF AMENDED AND
RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION


 














 


EXHIBIT B


 


FORM OF EMPLOYMENT
AGREEMENT


 














 


EXHIBIT C


 


FORM OF
INDEMNIFICATION AGREEMENT


 

















 


Exhibit C


 


Execution Version


 


EXHIBIT C


 


FORM OF DIRECTORS AND
OFFICERS’ INDEMNIFICATION AGREEMENT


 


THE INDEMNIFICATION AGREEMENT (this “Agreement”) made on the [·] day of [·], 2008


 


BETWEEN:


 


(1)           Trony Solar Holdings Company Limited, a limited
liability company organized under the laws of the Cayman Islands, whose
registered office is at Offshore Incorporations (Cayman) Limited, Scotia
Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands
(the “Company”); and


 


(2)           [·] (the “Indemnitee”).


 


RECITALS:


 


(A)          The Company wishes for Indemnitee to serve as a
director on its board of directors (the “Board”)
or act as an executive officer of the Company and to provide Indemnitee with
specific contractual assurance of Indemnitee’s rights to indemnification
against litigation risks and expenses arising from his or her position as a
director or officer to the fullest extent permitted by applicable law.


 


(B)           The Indemnitee is relying upon the rights afforded
under this Agreement in serving as a director or officer.


 


SECTION 1

DEFINITIONS


 


In this Agreement, unless the context otherwise
requires, the following words and expressions have the following meanings.


 


“Corporate Status”
means the status of a Person who is serving or has served (i) as a
director, including as a member of any committee of the Board, or an officer of
the Company (ii) in any capacity with respect to any employee benefit plan
of the Company, or (iii) as a director, partner, trustee, officer,
employee or agent of any other Entity at the request of the Company. For
purposes of subsection (iii) an officer or director of the Company who is
serving or has served as a director, partner, trustee, officer, employee or
agent of another Group Company shall be deemed to be serving at the request of
the Company.


 


“Entity”
means any corporation, partnership, limited liability company, joint venture,
trust, foundation, association, organization or other legal entity.


 


“Expenses”
means all fees, costs and expenses incurred in connection with prosecuting,
defending, preparing to prosecute or defend or investigating a Proceeding (as
defined below), including, without limitation, reasonable attorneys’ fees,
disbursements and retainers (including, without limitation, any such fees,
disbursements and retainers incurred by Indemnitee pursuant to Section 8
and Section 10(c) of this Agreement), fees and disbursements of
expert witnesses, court costs, transcript costs , fees of experts, reasonable 


 


1

















 


travel expenses,
duplicating, printing and binding costs, telephone and fax transmission
charges, postage, delivery services, secretarial services and other
disbursements and expenses and any taxes, interests, assessments or other
charges imposed as a result of the actual or deemed receipt of any payments
under this Agreement.  Expenses, however,
shall not include amounts paid in settlement by Indemnitee or the amount of
judgments or fines against Indemnitee, in each case not consented to by the
Company.


 


“Group Companies” means the Company and all
of its consolidated subsidiaries (each, a “Group Company”).


 


“Investors”
means, collectively, JPMorgan Securities (Mauritius) Limited, Intel Capital
Corporation. and their respective successors, permitted transferees and
assignees.


 


“Person” means any individual and entity,
including corporation, partnership, trust, limited liability company, joint
venture, association, unincorporated organization or governmental body or other
entity.


 


“Proceeding”
means any threatened, pending or completed claim, action, suit, arbitration,
alternate dispute resolution process, investigation, administrative hearing,
appeal, or any other proceeding, whether civil, criminal, administrative, arbitrative
or investigative, whether formal or informal, including, without limitation,
any threatened, pending, or completed action, suit or proceeding.


 


“US$” means
United States dollars, the lawful currency of the United States of America.


 


SECTION 2


SERVICES OF INDEMNITEE


 


In consideration of the Company’s covenants and
commitments hereunder, Indemnitee agrees to serve as a director or officer for
so long as Indemnitee is duly elected or appointed or until Indemnitee tenders
Indemnitee’s resignation or is no longer serving in such capacity.  This Agreement shall not be deemed an
employment contract between the Company and Indemnitee, and shall not impose
any obligation on Indemnitee or the Company to continue Indemnitee’s service to
the Company beyond any period otherwise required by law or by other agreements
or commitments of the parties, if any.


 


SECTION 3


AGREEMENT TO INDEMNIFY


 


(a)           The Company agrees to
indemnify Indemnitee as follows:


 


(i)            Subject to the exceptions
contained in Section 4(a) below, if Indemnitee was or is a party or
is threatened to be made a party to any Proceeding (other than an action by or
in the right of the Company to procure a judgment in its favor) by reason of
Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company
from and against any and all liabilities and reasonable Expenses incurred by
Indemnitee in connection with such Proceeding, to the fullest extent permitted
by applicable law (referred to herein as “Indemnifiable
Expenses” and “Indemnifiable Liabilities,”
respectively, and collectively as “Indemnifiable
Amounts”).


 


2

















 


(ii)           To the fullest extent
permitted by applicable law and subject to the exceptions contained in Section 4(b) below,
if Indemnitee was or is a party or is threatened to be made a party to any
Proceeding by or in the right of the Company to procure a judgment in its favor
by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by
the Company from and against any and all Indemnifiable Expenses.


 


(b)           The Company shall not enter into any agreement for
indemnification with any officer or director of the Company (or any of its
subsidiaries) which contains any term or condition more favourable to such
officer or director than those made available to the Indemnitee under this
Agreement.


 


SECTION 4


EXCEPTIONS TO INDEMNIFICATION


 


Indemnitee shall be entitled to indemnification
under Sections 3(a) and (b) above in all circumstances other than the
following:


 


(a)           If indemnification is requested under Section 3(a) and
it has been adjudicated finally by a court of competent jurisdiction that, in
connection with the subject of the Proceeding out of which the claim for
indemnification has arisen, (i) Indemnitee failed to act in good faith and
in a manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, (ii) Indemnitee acted with gross negligence or
willful misconduct in the performance of his duty to the Company, or (iii) with
respect to any criminal action or regulatory proceeding, Indemnitee had
reasonable cause to believe that Indemnitee’s conduct was unlawful, Indemnitee
shall not be entitled to payment of Indemnifiable Amounts hereunder.


 


(b)           If indemnification is requested under Section 3(b) and
it has been adjudicated finally by a court of competent jurisdiction that, in
connection with the subject of the Proceeding out of which the claim for
indemnification has arisen, (i) Indemnitee failed to act in good faith and
in a manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, or (ii) Indemnitee acted with gross negligence
or willful misconduct in the performance of his duty to the Company, Indemnitee
shall not be entitled to payment of Indemnifiable Expenses hereunder; or it has
been adjudicated finally by a court of competent jurisdiction that Indemnitee
is liable to the Company with respect to any claim, issue or matter involved in
the Proceeding out of which the claim for indemnification has arisen, no
Indemnifiable Expenses shall be paid with respect to such claim, issue or
matter unless and only to the extent judicially determined that, despite the
adjudication of liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity.


 


(c)           Any claim made against Indemnitee for which payment
has actually been received by or on behalf of Indemnitee under any insurance
policy, other indemnity provision or other than pursuant to this Agreement,
except with respect to any excess beyond the amount actually received under any
insurance policy, contract, agreement, other indemnity provision or otherwise.


 


3

















 


(d)           Any claim made against Indemnitee in connection with
any Proceeding (or any part of any Proceeding) initiated by Indemnitee,
including any Proceeding (or any part of any Proceeding) initiated by
Indemnitee against the Company or its directors, officers, employees or other
indemnitees, and not by way of defense, unless (i) the Company authorized
the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the
Company provides the indemnification, in its sole discretion, pursuant to the
powers vested in the Company under applicable law.


 


(e)           Any claim made against Indemnitee for a disgorgement
of profits made from the purchase and sale by the Indemnitee of securities
pursuant to Section 16(b) of the Exchange Act or similar provisions
of any applicable U.S. state statutory law or common law.


 


(f)            Any claim brought about by the dishonesty or fraud
of the Indemnitee seeking payment hereunder; provided, however, that the
Indemnitee shall be protected under this Agreement as to any claims upon which
suit may be brought against him by reason of any alleged dishonesty on his
part, unless a judgment or other final adjudication thereof adverse to the
Indemnitee establishes that he committed (i) acts of active and deliberate
dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which
acts were material to the cause of action so adjudicated.


 


(g)           Any claim for any judgment, fine or penalty which
the Company is prohibited by applicable law from paying as indemnity.


 


(h)           Any claim arising out of Indemnitee’s personal tax
matter.


 


(i)            Any claim arising out of Indemnitee’s breach of an
employment agreement with the Company (if any) or any other agreement with the
Company or any of its subsidiaries, provided that such breach had been
established by a judgment or other form of adjudication by a court of competent
authority.


 


SECTION 5


PROCEDURE FOR PAYMENT OF
INDEMNIFIABLE AMOUNTS


 


Indemnitee shall promptly submit to the Company a
written request specifying the Indemnifiable Amounts for which Indemnitee seeks
payment under Section 3 of this Agreement and the basis for the claim,
provided that the delay of Indemnitee to give notice hereunder shall not
prejudice any of Indemnitee’s rights hereunder, unless such delay results in
the Company’s forfeiture of substantive rights or defenses. The Company shall,
within five calendar days after receipt of the request, advise Indemnitee in
writing with respect to any determination that Indemnitee is or is not entitled
to indemnification, including a description of any reason or basis for which
indemnification has been denied.  If it
is so determined that Indemnitee is entitled to indemnification, the Company
shall pay such Indemnifiable Amounts to Indemnitee within five calendar days
after such determination. At the request of the Company, Indemnitee shall furnish
such documentation and information as are reasonably available to Indemnitee
and are reasonably necessary to establish that Indemnitee is entitled to
indemnification hereunder.


 


4

















 


If the Company shall not have made a determination
whether Indemnitee is entitled to indemnification within twenty (20) calendar
days after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been made
and Indemnitee shall be entitled to such indemnification, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material
fact necessary to make Indemnitee’s statement not materially misleading, in
connection with the request for indemnification, or (ii) a final judicial
determination that any or all such indemnification is expressly prohibited
under applicable law.


 


SECTION 6


INDEMNIFICATION FOR EXPENSES OF
A PARTY WHO IS WHOLLY OR


PARTLY SUCCESSFUL


 


Notwithstanding any other provision of this
Agreement, and without limiting any such provision, to the extent that
Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is
successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be
indemnified against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly
successful in such Proceeding but is successful, on the merits or otherwise, as
to one or more but less than all claims, issues or matters in such Proceeding,
the Company shall indemnify Indemnitee against all Expenses actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with
each successfully resolved claim, issue or matter. For purposes of this
Agreement, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.


 


SECTION 7


PRESUMPTIONS AND EFFECT OF CERTAIN
RESOLUTIONS


 


(a)           In making a
determination with respect to entitlement to indemnification hereunder, the
Company shall presume that Indemnitee is entitled to indemnification under this
Agreement if Indemnitee has submitted a request for indemnification in
accordance with Section 5 of this Agreement, and the Company shall have
the burden of proof to overcome that presumption in connection with the making
by any person, persons or entity of any determination contrary to that
presumption.  Neither the failure of the
Company (including by its directors) to have made a determination prior to the
commencement of any action pursuant to this Agreement that indemnification is
proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Company (including by its
directors) that Indemnitee has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that Indemnitee has
not met the applicable standard of conduct.


 


(b)           Neither the
settlement nor termination of any Proceeding nor the failure of the Company to
award indemnification or to determine that indemnification is payable shall
create an adverse presumption that Indemnitee is not entitled to indemnification
hereunder. In addition, the termination of any Proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent
shall not create a presumption that Indemnitee did not act in good faith and in
a manner which Indemnitee reasonably believed to be in or not opposed to the
best interests of the 


 


5

















 


Company
or, with respect to any criminal action or proceeding, had reasonable cause to
believe that Indemnitee’s action was unlawful.


 


(c)           Indemnitee
shall be deemed to have acted in good faith for purposes of indemnification
under this Agreement if Indemnitee’s actions are based on the records or books
of account of the Company, including financial statements, or on information
supplied to Indemnitee by the directors, officers, agents or employees of the
Company in the course of their duties, or on the advice of legal counsel for
the Company or on information or records given or reports made to the Company
by an independent certified public accountant or by an appraiser or other
expert selected by the Company.


 


(d)           The knowledge
and/or actions, or failure to act, of any director, officer, agent or employee
of the Company shall not be imputed to Indemnitee for purposes of determining
the right to indemnification under this Agreement.


 


SECTION 8


AGREEMENT TO ADVANCE EXPENSES;
CONDITIONS


 


Notwithstanding any provision of this Agreement to
the contrary, and to the fullest extent not prohibited by applicable law, the
Company shall advance the Expenses reasonably incurred by Indemnitee (or
reasonably expected by Indemnitee to be incurred by Indemnitee within three
months) in connection with any Proceeding within ten (10) days after the
receipt by the Company of a statement or statements requesting such advances
from time to time.  Advances shall be
unsecured and interest free.  Advances
shall be made without regard to Indemnitee’s ability to repay the Expenses and
without regard to Indemnitee’s ultimate entitlement to indemnification under
the other provisions of this Agreement. 
Advances shall include any and all reasonable Expenses incurred pursuing
a Proceeding to enforce this right of advancement.  The Indemnitee shall qualify for advances, to
the fullest extent permitted by applicable law, and shall not be required to
repay the advances to the Company, solely upon the execution and delivery to
the Company of an undertaking providing that the Indemnitee undertakes to repay
the advance to the extent that it is ultimately determined by a court of
competent jurisdiction that Indemnitee is not entitled to be indemnified by the
Company under the provisions of this Agreement, the Memorandum and Articles of
Association, certificate of incorporation, applicable law or otherwise.  This Section 8(a) shall not apply
to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 4(c) —
(i).  Any excess of the advanced Expenses
over the actual Expenses shall be repaid to the Company.


 


SECTION 9


PROCEDURE FOR ADVANCE PAYMENT OF
EXPENSES


 


Indemnitee shall regularly submit to the Company a
written request specifying the Indemnifiable Expenses for which Indemnitee
seeks an advancement under Section 8 of this Agreement, together with
documentation evidencing that Indemnitee has incurred such Indemnifiable
Expenses. Payment of Indemnifiable Expenses under Section 8 shall be made
no later than fifteen calendar days after the Company’s receipt of such
request.


 


6

















 


SECTION 10


REMEDIES OF INDEMNITEE


 


(a)           Right to Petition Court. In the event
that Indemnitee makes a request for payment of Indemnifiable Amounts under Section 3
and Section 5 above or a request for an advancement of Indemnifiable
Expenses under Section 8 and Section 9 above and the Company fails to
make such payment or advancement within twenty (20) days after a written demand
has been received by the Company pursuant to the terms of this Agreement,
Indemnitee may petition a court of law to enforce the Company’s obligations
under this Agreement.


 


(b)           Burden of Proof. In any judicial proceeding
brought under Section 10(a) above, the Company shall have the burden
of proving that Indemnitee is not entitled to payment of Indemnifiable Amounts
hereunder.


 


(c)           Expenses. The Company agrees to
reimburse Indemnitee in full for any Expenses incurred by Indemnitee in
connection with investigating, preparing for, litigating. defending or settling
any action brought by Indemnitee under Section 10(a) above, or in
connection with any claim or counterclaim brought by the Company in connection
therewith.


 


(d)           Validity of Agreement. The Company shall be
precluded from asserting in any Proceeding, including, without limitation, an
action under Section 10(a) above, that the provisions of this
Agreement are not valid, binding and enforceable or that there is insufficient
consideration for this Agreement and shall stipulate in court that the Company
is bound by all the provisions of this Agreement.


 


(e)           Failure to Act Not a Defense. The failure
of the Company (including its Board or any committee thereof, independent legal
counsel or shareholders) to make a determination concerning the permissibility
of the payment of Indemnifiable Amounts or the advancement of Indemnifiable
Expenses under this Agreement shall not be a defense in any action brought
under Section 10(a) above, and shall not create a presumption that
such payment or advancement is not permissible.


 


SECTION 11


REPRESENTATIONS AND WARRANTIES
OF THE COMPANY


 


The Company hereby represents and warrants to
Indemnitee as follows:


 


(a)           Authority. The Company has all
necessary power and authority to enter into, and be bound by the terms of, this
Agreement, and the execution, delivery and performance of the undertakings
contemplated by this Agreement have been duly authorized by the Company.


 


(b)           Enforceability. This Agreement, when
executed and delivered by the Company in accordance with the provisions hereof,
shall be a legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, moratorium, reorganization
or similar laws affecting the enforcement of creditors’ rights generally.


 


7

















 


SECTION 12


DEFENSE OF CLAIM


 


(a)           Assumption of Defense.  In the event the Company is obligated under
this Agreement to advance or bear any Expenses for any Proceeding against
Indemnitee, the Company shall be entitled to assume the defense of such Proceeding,
with counsel approved by Indemnitee, upon delivery to Indemnitee of written
notice of its election to do so.  After
delivery of such notice, approval of such counsel by Indemnitee in writing and
the retention of such counsel by the Company, the Company will not be liable to
Indemnitee under this Agreement for any fees of counsel subsequently incurred
by Indemnitee with respect to the same Proceeding, unless (i) the
employment of counsel by Indemnitee has been previously authorized by the
Company, (ii) Indemnitee shall have reasonably concluded that, based on
written advice of counsel, there may be a conflict of interest of such counsel
retained by the Company between the Company and Indemnitee in the conduct of
any such defense, or that counsel selected by the Company may not be adequately
representing Indemnitee, or  (iii) the
Company ceases or terminates the employment of such counsel with respect to the
defense of such Proceeding, in any of which events the fees and expenses of
Indemnitee’s counsel shall be at the expense of the Company.  At all times, Indemnitee shall have the right
to employ counsel in any Proceeding at Indemnitee’s expense.


 


(b)           Company Participation.  The Company will be entitled to participate
in the Proceeding at its own expense. 
The Company shall not be liable to indemnify the Indemnitee under this
Agreement with regard to any judicial action if the Company was not given a
reasonable and timely opportunity, at its expense, to participate in the
defense, conduct and/or settlement of such action.


 


(c)           No Settlement Without Consent. Neither party
to this Agreement shall settle any Proceeding in any manner that would impose
any damage, loss, penalty or limitation on the other party without the other
party’s written consent.  Neither the
Company nor Indemnitee shall unreasonably withhold its consent to any proposed
settlement.


 


SECTION 13


INSURANCE


 


The Company shall obtain
upon the public filing of its IPO registration statement and, at all times
thereafter, maintain a policy or policies of insurance with reputable insurance
companies providing the officers and directors of the Company with coverage for
losses incurred in connection with their services to the Company or to ensure
the Company’s performance of its indemnification obligations under this
Agreement.  Subject to applicable law,
Indemnitee shall be covered by such policy or policies, in accordance with its
or their terms, to the same extent of the coverage available for any of the Company’s
other directors or officers.


 


SECTION 14


FEES AND EXPENSES


 


During the term of Indemnitee’s service as a
Director and subject to the terms of a Director’s Agreement to be entered into
in form and substance satisfactory to the Indemnitee and the Company, the
Company shall promptly reimburse Indemnitee for all expenses reasonably 


 


8

















 


incurred by Indemnitee in connection with his
service as a Director or member of any committee of the Board or otherwise in
connection with the Company’s business and shall pay or provide Indemnitee with
fees and other compensation.


 


SECTION 15


CONTRACT RIGHTS NOT EXCLUSIVE


 


The rights to payment of Indemnifiable Amounts and
advancement of Indemnifiable Expenses provided by this Agreement shall be in
addition to, but not exclusive of, any other rights which Indemnitee may have
at any time under applicable law, the Company’s Memorandum and/or Articles of
Association or certificate of incorporation, or any other agreement, vote of
shareholders or the Board (or any committee thereof), or otherwise.  The indemnification provided
under this Agreement shall continue to be available to Indemnitee for any
action taken or not taken while serving in an indemnified capacity even though
he may have ceased to serve in any such capacity at the time of any Proceeding.


 


SECTION 16


SUCCESSORS


 


This Agreement shall be (a) binding upon all
successors and assigns of the Company (including any transferee of all or a
substantial portion of the business, stock and/or assets of the Company and any
direct or indirect successor by merger or consolidation or otherwise by
operation of law) and (b) binding on and shall inure to the benefit of the
heirs, personal representatives, executors and administrators of Indemnitee.
This Agreement shall continue for the benefit of Indemnitee and such heirs,
personal representatives, executors and administrators after Indemnitee has
ceased to have Corporate Status.


 


SECTION 17


SUBROGATION


 


In the event of any payment of Indemnifiable Amounts
under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of contribution or recovery of Indemnitee against
other Persons, and Indemnitee shall execute all papers required and shall take
all actions reasonably necessary to secure such rights, including the execution
of such documents as are necessary to enable the Company to bring suit to
enforce such rights.


 


SECTION 18


CHANGE IN LAW


 


To the extent that a change in applicable law
(whether by statute or judicial decision) shall permit broader indemnification
or advancement of expenses than is provided under the terms of the Memorandum
and/or Articles of Association of the Company and this Agreement, Indemnitee
shall be entitled to such broader indemnification and advancements, and this
Agreement shall be deemed to be amended to such extent.


 


SECTION 19


SEVERABILITY


 


Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement, or any 


 


9

















 


clause thereof, shall be determined by a court of
competent jurisdiction to be illegal, invalid or unenforceable, in whole or in
part, such provision or clause shall be limited or modified in its application
to the minimum extent necessary to make such provision or clause valid, legal
and enforceable, and the remaining provisions and clauses of this Agreement
shall remain fully enforceable and binding on the parties.


 


SECTION 20


MODIFICATIONS AND WAIVER


 


Except as provided in Section 18 above with
respect to changes in applicable law which broaden the right of Indemnitee to
be indemnified by the Company, no supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by each of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions of this Agreement (whether or
not similar), nor shall such waiver constitute a continuing waiver.


 


SECTION 21


GENERAL NOTICES


 


Any and all notices required or permitted under this
Agreement shall be given in writing in English and shall be provided by one or
more of the following means and shall be deemed to have been duly given (a) if
delivered personally, when received, (b) if transmitted by facsimile, on
the date of transmission with receipt of a transmittal confirmation, or (c) if
by international courier service, on the fourth (4th) Business Day following
the date of deposit with such courier service, or such earlier delivery date as
maybe confirmed in writing to the sender by such courier service. Any notice
given pursuant to this Section 20 shall be addressed to the address or
facsimile number of the receiving party as set forth below:


 


	
  (a)

  	
  If
  to Indemnitee, to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [·]

  	
   

  
	
   

  	
   

  	
  Address:

  	
  [·]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
  [·]

  
	
   

  	
   

  	
  Attention:

  	
  [·]

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  If
  to the Company, to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Trony
  Solar Holdings Co. Ltd.

  
	
   

  	
   

  	
  Address:

  	
  Offshore
  Incorporations (Cayman) Limited,

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
  Grand
  Cayman, Cayman Islands

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
  [·]

  
	
   

  	
   

  	
  Attention:

  	
  [·]

  



 


or at such other addresses as such party may
designate by ten (10) days advance written notice to the other party
hereto.


 


10

















 


SECTION 22


GOVERNING LAW


 


This Agreement shall be governed by and construed
under the laws of the Cayman Islands, without regard to principles of conflicts of law
thereunder.


 


SECTION 23


COUNTERPARTS


 


This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart. This Agreement, to the extent
signed and delivered by means of a facsimile machine or electronic mail in .pdf
file format, shall be treated in all manner and respects as an original
agreement and shall be considered to have the same binding legal effect as if
it were the original signed version thereof delivered in person.


 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 


11

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.


 


	
   

  	
  TRONY
  SOLAR HOLDINGS COMPANY LIMITED  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:
  [·]

  
	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
  [·]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


[Signature
Page to Directors’ Indemnification Agreement]


 














 


EXHIBIT D


 


FORM OF INVESTORS’
RIGHTS AGREEMENT


 














 


EXHIBIT E-1


 


FORM OF SKY SENSE CHARGE AGREEMENT


 

















 


Exhibit E-1


 


Execution Version


 


SHARE CHARGE


 


BY:


 


SKY SENSE INVESTMENTS LIMITED


 


(as Chargor)


 


AND


 


TRONY SOLAR HOLDINGS COMPANY
LIMITED


 


(as the Company)


 


IN FAVOUR OF:


 


JPMORGAN SPECIAL SITUATIONS (MAURITIUS) LIMITED


 


AND


 


INTEL CAPITAL CORPORATION


 


(as Chargees)


 

















 


THIS SHARE CHARGE (this “Charge”) is
made on September 29, 2008.


 


BY:


 


(1)           SKY SENSE INVESTMENTS 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, a 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)           JPMORGAN SPECIAL SITUATIONS
(MAURITIUS) LIMITED,
a company incorporated under the laws of Mauritius and having its registered office at 10, Frere Felix
de Valois Street, Port Louis, Mauritius,  and


 


(4)           INTEL CAPITAL CORPORATION, a company incorporated under the laws
of Delaware and having its registered office at The Corporation Trust Company,
1209 Orange St., Wilmington, Delaware, US 19801.


 


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


 


WHEREAS:


 


(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 Chargees and
certain other parties thereto, the Chargees will, severally but not jointly,
purchase certain numbers of Series A Convertible Redeemable Preferred Shares
for an aggregate purchase price of US$45,000,000 to be issued by the Company
(the “Shares”) in accordance with the terms and conditions of the Share
Purchase Agreement, the Investors’ Rights Agreement and the Restated Articles.


 


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


 


(C)        It is a condition precedent
to the Chargees purchasing the Shares that the Chargor shall execute this
Charge in favour of the Chargees and the same is executed by the Chargor in
consideration of the Chargees agreeing to purchase the Shares 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           In this Charge, unless the context
otherwise requires, the following words and expressions shall 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 by law or executive order to be closed;

  
	
   

  	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Charged
  Shares”

  	
   

  	
  means
  13,398,780 ordinary shares of the
  Company registered in the name of the Chargor as legal and beneficial owner
  thereof, representing 12.5% of the issued share capital of the Company on the
  date of this Charge and, with regard to each Chargee, 7,443,767 such ordinary shares in favor of JPMorgan Special Situations (Mauritius) Limited, and
  5,955,013 such ordinary shares in favor of Intel Capital Corporation, as
  applicable;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Companies
  Ordinance”

  	
   

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

  



 


2

















 


	
   

  	
  “Event
  of Default”

  	
   

  	
  means
  a breach of the Secured Obligations by the Company;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Investors’
  Rights Agreement”

  	
   

  	
  has
  the meaning attributed to such term in the Share Purchase Agreement;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Parties”

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Restated
  Articles”

  	
   

  	
  has
  the meaning attributed to such term in the Share Purchase Agreement;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Secured
  Obligations”

  	
   

  	
  means
  the obligations of performance of or to make a payment pursuant to the
  Redemption Right (as defined in the Restated Articles) by the Company;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “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
  or, with regard to any Chargee, when such Chargee no longer holds any Shares.

  



 


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,
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
or supplemented from time to time.


 


3

















 


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
Chargees that:


 


2.1           the Chargor is a company duly organised,
validly existing 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 (other
than those created by this Charge) and any options or rights of pre-emption
(except as provided in the Investors’ Rights Agreement);


 


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 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; and


 


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


 


2.7           the Company is under no obligation, nor
is it liable to become under any obligation, to issue any further shares nor,
without limiting the generality of the foregoing, has the Company created any
option to acquire shares in the Company or any securities exchangeable for or
convertible into shares of the Company.


 


3              CHARGOR’S COVENANTS


 


The Chargor hereby covenants with the Chargees:


 


3.1           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;


 


3.2           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 Charge provided that the liability of the Chargor under this clause shall
be limited to 


 


4

















 


the amount realised by a
disposal of the Charged Property by or on behalf of or with the consent of the
Chargees;


 


3.3           on an Event of Default on demand in
writing to pay to the Chargees an amount equal to the 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 Chargees;


 


3.4           that the Chargor will on demand of any
Chargee and at the expense of the Chargor, execute and deliver to such Chargee
or to such person or persons as such 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 such Chargee may reasonably
require.


 


3.5           that the Chargor will not without the
prior written consent of the Chargees:


 


3.5.1        permit
any person other than the Chargor, the Chargees or any transferee nominated by
the Chargees on enforcement of this Charge to be the registered holder of any
of the Charged Shares; or


 


3.5.2        permit
any variation of the rights attaching to the Charged Shares.


 


4              SECURITY


 


4.1           In consideration of the Chargees
purchasing the Shares and as a continuing security for the Secured Obligations,
the Chargor as legal and beneficial owner of the Charged Property hereby
charges to each 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, the date hereof, to the Chargees:


 


4.2.1        duly
executed undated share transfers in respect of the Charged Shares in favour of
each Chargee or its nominees 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;


 


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


 


4.2.4        an
executed irrevocable proxy made in respect of the Charged Shares in favour of
each Chargee in respect of all general meetings of the Company in the form set
out in Schedule 3; and


 


5

















 


In
addition, the Chargor will deliver, or cause to be delivered, to each Chargee
immediately upon 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:


 


4.3.1        immediately
after 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 Deed at the Registry of
Corporate Affairs pursuant to Section 163 of the Business Companies Act
2004 of the British Virgin Islands;


 


4.3.2        immediately
deliver or procure to be delivered to the Chargees 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 Registrar of Corporate Affairs;


 


4.3.3        within
twenty-eight (28) days from the date of this Charge, deliver or procure to be delivered to
the Chargees or its advisers the certificate of registration issued by the
Registrar of Corporate Affairs; and


 


4.3.4        notify the Chargees in
writing in advance of any plan to register under Part XI of the Companies
Ordinance and shall ensure that the details of this Charge 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.


 


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


 


4.4.1        create
or suffer the creation of any Security Interests (other than those created by
this Charge) 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 his 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 Chargees.


 


4.5           The Chargor shall remain liable to
perform all the obligations assumed by it in relation to the Charged Property
and the Chargees 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.


 


6

















 


4.6           On the earlier of (i) the date that
the Secured Obligations have been satisfied in favor of a Chargee and (ii) the
date that a Chargee no longer holds any Shares, 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, such Chargee will
(subject to being indemnified for the costs and expenses incurred by such
Chargee in connection therewith) release the security constituted by this
Charge.  For the avoidance of doubt, the
Secured Obligations shall be deemed satisfied upon the redemption in full of
the Shares in accordance with the Restated Articles.


 


5              DEALINGS WITH CHARGED
PROPERTY


 


5.1           Unless and until an Event of Default 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, 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 in an Event of
Default, any Chargee may if it thinks fit make such payments or discharge such
obligations on behalf of the Chargor. 
Any sums so paid by such Chargee in respect thereof shall be repayable
on demand and pending such repayment shall constitute part of the Secured
Obligations.


 


5.3           The Chargees shall not have any duty to
ensure that any dividends, interest or other moneys and assets receivable in
respect of the Charged Property are duly and punctually paid, received or
collected as and when the same become due and payable or to ensure that the
correct amounts (if any) are paid or received on or in respect of the Charged
Property or to ensure the taking up of any (or any offer of any) stocks,
shares, rights, moneys or other property paid, distributed, accruing or offered
at any time by way of redemption bonus, rights, preference, or otherwise on or
in respect of, any of the Charged Property.


 


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


 


6              PRESERVATION OF
SECURITY


 


6.1           It is hereby agreed and declared that:


 


7

















 


6.1.1        the
security created by this Charge shall be held by the Chargees 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
Chargees 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 Chargees 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 Chargees may deem expedient;


 


6.1.4        any
waiver by the Chargees 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 to the satisfaction of the Chargees, 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 Chargees of theirs 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
Chargees 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 Chargees (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 Chargees.


 


6.1.6        The
Chargor shall hold in trust for the Chargees and forthwith pay or transfer (as
appropriate) to the Chargees 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 any Chargee, the Company and the Chargor shall be conditional
upon no security or payment to such 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, such 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.


 


7              ENFORCEMENT OF
SECURITY


 


7.1           Upon the occurrence of an Event of
Default, the Security Interest hereby constituted shall become immediately
enforceable and each Chargee, at any time, 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 such
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 dividends, interest, distributions or
other moneys or assets received by the Chargor after such time shall be held in
trust by the Chargor for such Chargee and paid or transferred to such 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
such Chargee may deem fit, and thereupon such 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


 


9














 


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 any Chargee of the
Charged Property or any part thereof by such Chargee the purchaser shall not be
bound to see or enquire whether such 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 such Chargee, and the receipt of such 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 any 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 such 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 such 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 Chargees nor their 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 Chargees be liable for consequential damages.


 


7.5           The Chargees 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 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           The Chargees 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 any 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.


 


10

















 


7.8           In addition to all other rights or powers
vested in the Chargees hereunder or by statute or otherwise, upon the
occurrence of an Event of Default 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.


 


8              FURTHER ASSURANCES


 


8.1           The Chargor and the Company shall execute
and do all such assurances, acts and things as the Chargees 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 Chargees under this Charge;


 


11

















 


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 Chargees;


 


8.1.4        facilitating
the appropriation or realisation of the Charged Property or any part thereof;
or


 


8.1.5        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.


 


8.2           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 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.


 


8.3           The Company shall:


 


8.3.1        immediately
after execution of this Charge, procure that the following notation be entered
on the Register of Members of the Company:


 


“The
7,443,767 ordinary shares of US$0.0001 par value issued as fully paid up is
charged in favour of JPMorgan Special Situations (Mauritius) Limited pursuant
to a Share Charge dated September 29, 2008, as amended from time to time”,


 


“The
5,955,013 ordinary shares of US$0.0001 par value issued as fully paid up is
charged in favour of Intel Capital Corporation pursuant to a Share Charge dated
September 29, 2008, as amended from time to time”;


 


and


 


8.3.2        within
fourteen (14) days from the execution of this Charge, provide each Chargee with
a certified true copy of the Register of Members of the Company with the
annotation referred to above.


 


9                                         INDEMNITIES


 


9.1           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:


 


12

















 


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 Chargees’ rights under this Charge or
the priority thereof; or


 


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


 


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.


 


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 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.


 


10                                  POWER OF ATTORNEY


 


10.1         The Chargor, by way of 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 each of the Chargees 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 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;


 


10.1.2      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;


 


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


 


13

















 


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 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 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 each Chargee of such power
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  


Name:  Sky Sense Investments Limited 


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


Fax:   +86 755-8328-2919


Email:
andrew.chen@trony.com


 


Chargees: 


Name:  JPMorgan Special Situations (Mauritius)
Limited 


Address:  10, Frere Felix de Valois
Street, Port Louis, Mauritius


 


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


 


JPMorgan
Special Situations (Mauritius) Limited


Global Special Opportunities
Group Middle Office


Attention: Angelica Siu /
Tina Xu


26/F Chater House, 8
Connaught Road, Central, Hong Kong


 


Name:  Intel Capital Corporation 


Address:  c/o Intel Semiconductor
Ltd., 32/F, Two Pacific Place, 88 Queensway, Central, Hong Kong


Fax:  +852 2240-3775


 


14

















 


12                                  ASSIGNMENTS


 


12.1         This Charge shall be binding upon and
shall inure to the benefit of the Chargor, the Company and the Chargees 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 Chargees may not assign or transfer
all or any part of its rights or obligations under this Charge to any assignee
or transferee (other than to Permitted Transferees of the Shares pursuant to Section 4.4
of the Investors’ Rights Agreement) without the prior written consent of the
Chargor, provided that no such consent shall be required if an Event of Default
affecting the Chargor has occurred and is continuing.  The Chargees shall notify the Chargor
promptly following any such assignment or transfer.


 


13                                  MISCELLANEOUS


 


13.1         Each of the Chargees, at any time and
from time to time, may delegate by power of attorney or in any other manner to
any person or persons all or any of the powers, authorities and discretions
which are for the time being exercisable by such Chargee under this Charge in
relation to the Charged Property or any part thereof.  Any such delegation may be made upon such
terms and be subject to such regulations as such Chargee may think fit.  Any Chargee shall not be in any way liable or
responsible to the Chargor or the Company for any loss or damage arising from
any act, default, omission or misconduct on the part of any such delegate provided
such Chargee has acted reasonably in selecting such delegate.


 


13.2         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.


 


13.3         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.


 


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


 


13.5         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.


 


15

















 


14                                  LAW AND JURISDICTION


 


This Charge shall be governed by and construed in
accordance with the laws of the Cayman Islands, and any disputes arising
between the parties shall be dealt with in accordance with Section 7.18
(Dispute Resolution) of the Share Purchase Agreement, provided that nothing in
this clause shall affect the right of the Chargees to serve process in any
manner permitted by law or limit the right of the Chargees 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 Chargees from taking proceedings with respect to this Charge in
any other jurisdiction, whether concurrently or not.


 


[Signature Page to Follow]


 


16














 


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


 


 


	
  EXECUTED
  AS A DEED by SKY SENSE 

  	
  )

  	
   

  
	
  INVESTMENTS
  LIMITED:

  	
  )

  	
  Duly Authorised Signatory

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  Name:

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  Title:

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  of Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
   

  	
   

  



 

















 


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


 


 


	
  EXECUTED
  AS A DEED by TRONY

  	
  )

  	
   

  
	
  SOLAR
  HOLDINGS COMPANY LIMITED:

  	
  )

  	
  Duly Authorised Signatory

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  Name:

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  Title:

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  of Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
   

  	
   

  



 

















 


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


 


 


	
  EXECUTED
  AS A DEED by JPMORGAN SPECIAL

  	
  )

  	
   

  
	
  SITUATIONS (MAURITIUS) LIMITED:

  	
  )

  	
  Duly Authorised Signatory

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  Name:

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  Title:

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  of Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
   

  	
   

  



 

















 


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


 


 


	
  EXECUTED
  AS A DEED by INTEL CAPITAL 

  	
  )

  	
   

  
	
  CORPORATION:

  	
  )

  	
  Duly Authorised Signatory

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  Name:

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  Title:

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  of Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
   

  	
   

  



 

















 


Execution Version


 


SCHEDULE 1


 


SHARE TRANSFER FORM


 


Trony Solar Holdings Company Limited

(the “Company”)


 


FOR
VALUE RECEIVED, Sky Sense Investments 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 Sky Sense Investments 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
  AS A DEED by 

  	
  )

  	
   

  
	
  TRONY
  SOLAR HOLDINGS COMPANY LIMITED:

  	
  )

  	
  Duly
  Authorised Signatory

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  Name:

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  Title:

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  in
  the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  of Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
   

  	
   

  



 





















 


SCHEDULE
3


 


IRREVOCABLE
PROXY


 


We, Sky Sense
Investments Limited (the “Shareholder”) being the holder of the 5,955,013
ordinary shares of Trony
Solar Holdings Company Limited, a Cayman  Islands company (the “Company”),
which are charged pursuant to the share charge (the “Charge”) dated September 29, 2008 between the Shareholder, Intel Capital Corporation (the “Proxy Holder”) and JPMorgan Special Situations (Mauritius) Limited, hereby appoint the Proxy Holder our true and lawful attorney,
representative and proxy of the Shareholder for and in the Shareholder’s name,
place and stead to attend all meetings of the shareholders of the Company and
to vote in respect of the 5,955,013 ordinary shares in the
Company and to exercise all consensual rights in respect of such shares
(including without limitation giving or withholding written consents of
shareholders and calling special general meetings of shareholders) for a period
beginning on an
Event of Default (as defined in the Charge)
and ending on the discharge of the security created by the Charge.


 


The Shareholder hereby affirms that this proxy is
IRREVOCABLE and is coupled with an interest.


 


The Shareholder hereby ratifies and confirms and
undertakes to ratify and confirm all that the Proxy Holder may lawfully do or
cause to be done by virtue hereof.


 


If at any time this proxy shall or for any reason be
ineffective or unenforceable or fail to provide the Proxy Holder with the
rights or the control over the Shareholder’s shares of the Company purported to
be provided herein, the Shareholder shall execute a replacement instrument
which provides the Proxy Holder with substantially the same control over the
Company as contemplated herein.  This
irrevocable proxy shall be governed by the laws of the Cayman Islands and the
Shareholder irrevocably submits to the jurisdiction of the courts of the Cayman
Islands in relation to the matters contained herein.


 


Executed and Delivered as a Deed


For and on behalf of


Sky Sense Investments Limited


 


 


	
   

  	
   

  



 


Name:


Title:


 


 


This                day
of                    
, 2008


 

















 


IRREVOCABLE PROXY


 


We, Sky Sense
Investments Limited (the “Shareholder”) being the holder of the 7,443,767
ordinary shares of Trony
Solar Holdings Company Limited, a Cayman  Islands company (the “Company”),
which are charged pursuant to the share charge (the “Charge”) dated September 29, 2008 between the Shareholder, JPMorgan Special Situations (Mauritius)
Limited (the “Proxy Holder”) and Intel Capital Corporation, hereby appoint the Proxy Holder our true and lawful attorney,
representative and proxy of the Shareholder for and in the Shareholder’s name,
place and stead to attend all meetings of the shareholders of the Company and
to vote in respect of the 7,443,767 ordinary shares in the
Company and to exercise all consensual rights in respect of such shares
(including without limitation giving or withholding written consents of
shareholders and calling special general meetings of shareholders) for a period
beginning on an
Event of Default (as defined in the Charge)
and ending on the discharge of the security created by the Charge.


 


The Shareholder hereby affirms that this proxy is
IRREVOCABLE and is coupled with an interest.


 


The Shareholder hereby ratifies and confirms and
undertakes to ratify and confirm all that the Proxy Holder may lawfully do or
cause to be done by virtue hereof.


 


If at any time this proxy shall or for any reason be
ineffective or unenforceable or fail to provide the Proxy Holder with the
rights or the control over the Shareholder’s shares of the Company purported to
be provided herein, the Shareholder shall execute a replacement instrument
which provides the Proxy Holder with substantially the same control over the
Company as contemplated herein.  This
irrevocable proxy shall be governed by the laws of the Cayman Islands and the
Shareholder irrevocably submits to the jurisdiction of the courts of the Cayman
Islands in relation to the matters contained herein.


 


Executed and Delivered as a Deed


For and on behalf of


Sky Sense Investments Limited


 


 


	
   

  	
   

  



 


Name:


Title:


 


 


This                day
of                    
, 2008.


 














 


EXHIBIT E-2


 


FORM OF COMPANY CHARGE
AGREEMENT


 

















 


Exhibit E-2


 


Execution Version


 


Dated the 26th day of September 2008


 


 


 TRONY SOLAR HOLDINGS COMPANY LIMITED


 


(as Chargor)


 


and


 


JPMORGAN
SPECIAL SITUATIONS (MAURITIUS) LIMITED


 


 


AND


 


 


INTEL CAPITAL CORPORATION


 


(as Chargees)


 


 










 


SHARE CHARGE OVER


 


1,325 ORDINARY SHARES IN THE SHARE CAPITAL OF


 


GRAND SUN INTERNATIONAL INVESTMENT LIMITED


 










 


 


COUDERT BROTHERS


in
association with

Orrick, Herrington & Sutcliffe LLP


39th
Floor, Gloucester Tower


The
Landmark


15
Queen’s Road Central


Hong
Kong


Tel:
(852) 2218 9100


Fax:
(852) 2218 9200


 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1

  	
   

  	
  DEFINITIONS

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2

  	
   

  	
  CHARGE

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3

  	
   

  	
  FURTHER
  UNDERTAKINGS, REPRESENTATIONS AND WARRANTIES

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4

  	
   

  	
  EXPENSES,
  STAMP DUTY AND INTEREST

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5

  	
   

  	
  DISCHARGE
  OF SECURITY

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6

  	
   

  	
  RIGHTS,
  AMENDMENTS, WAIVERS AND CONSENTS

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7

  	
   

  	
  NDEMNITY

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8

  	
   

  	
  POWER
  OF ATTORNEY

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9

  	
   

  	
  NOTICES

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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


 


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
10, Frere Felix de Valois Street, Port Louis Mauritius; and


 


(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,


 


(each of the above
a “Chargee” and 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 Chargees and
certain other parties thereto, the Chargees will purchase certain numbers of Series A
Convertible Redeemable Preferred Shares in the aggregate principal amount of
US$45,000,000 to be issued by the Chargor in accordance with terms and
conditions of the Share Purchase Agreement, the Investors’ Rights Agreement and
the Restated Articles.


 


(B)                        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 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.


 


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


 


(D)                       It is a
condition precedent to the Chargees purchasing the Series A Convertible Redeemable Preferred Shares that the
Chargor shall execute this Charge in favour of the Chargees and the same is
executed by the Chargor in consideration of the Chargees agreeing to purchase
the Series A Convertible Redeemable
Preferred Shares and for other good and valuable consideration (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:


 


1





















 


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 by the Chargor in favor of the
  Chargees pursuant to Section 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
  Chargee, a portion of the Charged Property ascribed to the number of Charged
  Shares in favor of such 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 Chargee, 736
  such ordinary share in favor of JPMorgan Special Situations (Mauritius)
  Limited, and 589 such ordinary share in favor of Intel Capital 

  



 


2





















 


	
   

  	
   

  	
  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;

  
	
   

  	
   

  	
   

  
	
  “Event of Default”

  	
   

  	
  means a breach of the
  Secured Obligations by the Chargor;

  
	
   

  	
   

  	
   

  
	
  “Hong Kong”

  	
   

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

  
	
   

  	
   

  	
   

  
	
  “Investors’ Rights
  Agreement”

  	
   

  	
  has the meaning
  attributed to such term in the Share Purchase Agreement;

  
	
   

  	
   

  	
   

  
	
  “Parties”

  	
   

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

  
	
   

  	
   

  	
   

  
	
  “Restated Articles”

  	
   

  	
  has the meaning
  attributed to such term in the Share Purchase Agreement;

  
	
   

  	
   

  	
   

  
	
  “Secured Obligations”

  	
   

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

  
	
   

  	
   

  	
   

  
	
  “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; 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 or, with
  regard to any Chargee, when such Chargee no longer holds any Shares.

  



 


3





















 


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 (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.


 


4





















 


SECTION 2

CHARGE


 


2.1                                 In consideration of the Chargees
purchasing the Series A Convertible Redeemable Preferred Shares of the
Chargor and as a continuing security for the Secured Obligations, the Chargor
as legal and beneficial owner of the Charged Property hereby charges to each
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.


 


2.2                                 The Chargor hereby agrees to deliver, or
cause to be delivered, the date hereof, to the Chargees:


 


(i)                                     all certificates representing the Charged
Shares to the 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 the form of Schedule A,


 


(ii)                                  provide notification of this Deed to its
registered office in the form of Schedule B, and


 


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


 


2.3                                 The Chargor shall:


 


(a)                                  immediately after the execution of this
Deed, instruct its registered office to create and maintain a 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)                                 immediately deliver or procure to be
delivered to the Chargees or its advisers a certified copy of the updated
Register of Charges.


 


2.4                                 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 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 2.2.


 


2.5                                 The Chargor shall promptly do whatever
the Chargees requires:


 


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


 


5





















 


(b)                                 to facilitate the realization of the
Charged Shares or the exercise of any rights vested in the Chargees upon the
Charge becoming enforceable,


 


including executing any transfer, conveyance, charge, mortgage,
assignment or assurance of the Charged Shares (whether to the Chargees or its
nominees or otherwise, as directed by the Chargees), making any registration
and giving any notice, order or direction, in each case, that is requested by
the Chargees.  The Chargor shall notify the 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 Charge 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.


 


2.6                                 The Charge shall become immediately
enforceable upon the occurrence of an Event of Default and each Chargee, at any
time, without further notice to or consultation with or consent of the Company
or the Chargees may at their absolute discretion take such action and/or
institute such proceedings as they may think fit to enforce the Charge.


 


2.7                                 (a)                                  At any time
after the Charge becomes enforceable in accordance with Section 2.6 the 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 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 towards the discharge of the outstanding amount
of the Secured Obligations (it being understood that any excess of such
consideration above the amount of the Secured Obligations shall promptly be
returned to the Chargor);


 


(iii)                               to transfer
ownership of the Charged Shares to the 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.


 


6





















 


Each of the rights specified in the subparagraphs of this Section 2.7(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 Chargees,
procure the registration of the transfer of the Charged Shares to the Chargees
or its nominee according to the request of the Chargees.


 


(b)                                 In the
exercise of its powers under Section 2.7(a), the 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 Chargees in the exercise
of such powers.


 


(c)                                  The Chargees
may, whenever it thinks 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 Chargees by this Deed or in connection with the Charge and such
delegation may be made upon such regulations as the Chargees may think fit and
the Chargees shall not be bound to supervise the proceedings or be responsible
for any loss incurred by reason of any misconduct or default on the part of any
such delegate or sub-delegate.


 


2.8                                 Until the Charge becomes enforceable in
accordance with Section 2.6, 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 Chargees
under this Deed, and to receive all dividends, distributions and other payments
made in respect of the Charged Shares.


 


2.9                                 After the Charge has become enforceable
in accordance with Section 2.6, the 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 it sees fit, and to receive, for application against the 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 Chargees in respect of the exercise of those
voting rights.


 


2.10                           Except as otherwise provided in this Section 2, the Chargor, before the Charge becomes enforceable,
and the 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
Chargees under this Deed.


 


7





















 


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 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;


 


(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


 


(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 Chargees;


 


(c)                                  on an Event of Default on demand in
writing to pay to the Chargees the 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 Chargees;


 


8














 


(d)                                 that the Chargor will on demand of any
Chargee and at the expense of the Chargor, execute and deliver to such Chargee
or to such person or persons as such 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 such Chargee may reasonably
require.


 


(e)                                  to execute and do all such assurances,
acts and things as the Chargees 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);


 


(ii)               preserving or protecting any of the rights of the
Chargees 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;


 


(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.


 


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.


 


9

















 


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 Charge shall be
released upon all of the Secured Obligations having been satisfied, waived or
terminated.


 


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 


 


10

















 


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)                                    Upon the due payment or satisfaction in
full of the Secured Obligations, the 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 pursuant to Section 2.6 due to a breach
of Secured Obligations, upon such release, the 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 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 its absolute discretion shall
determine.


 


11

















 


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 its 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 Chargees 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.


 


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,


 


12

















 


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 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
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 an Event of Default:


 


(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 moneys, property and assets hereby
charged, and all such deeds, instruments, 


 


13

















 


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 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


 


If to the Chargees:


 


JPMORGAN SPECIAL SITUATIONS (MAURITIUS)
LIMITED

10, Frere Felix de Valois Street

Port Louis, Mauritius


 


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


 


JPMorgan Special
Situations (Mauritius) Limited


Global Special Opportunities Group Middle Office


Attention: Angelica Siu / Tina Xu


26/F Chater House


8 Connaught Road


Central, Hong Kong


 


14

















 


Email: gsog-mo@jpmorgan.com


Tel: (852) 2800-7128 / 8761


Fax: (852) 2800-4613


 


and to:


 


INTEL CAPITAL CORPORATION


 


c/o Intel Semiconductor Ltd.


32/F, Two Pacific Place


88 Queensway, Central


Hong Kong


Attention: APAC Portfolio
Management


Fax: (852) 2240-3775


 


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.


 


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 disputes arising
between the parties shall be dealt with in accordance with Section 7.18
(Dispute Resolution) of the Share Purchase Agreement.


 


[The remainder of this page is intentionally left blank]


 


15

















 


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


 


CHARGOR:


 


	
  SEALED with the common seal
  of

  	
  )

  
	
  TRONY SOLAR HOLDINGS

  	
  )

  
	
  COMPANY LIMITED

  	
  )

  
	
  and signed by its duly authorized

  	
  )

  
	
  representative

  	
  )

  
	
  in the presence
  of:

  	
  )

  



 

















 


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


 


A CHARGEE:


 


	
  EXECUTED as a deed

  	
  )

  
	
  By

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  JPMORGAN SPECIAL

  	
  )

  
	
  SITUATIONS (MAURITIUS) LIMITED

  	
  )

  
	
  in the presence
  of:

  	
  )

  



 

















 


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


 


A CHARGEE:


 


	
  EXECUTED as a deed

  	
  )

  
	
  By

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  INTEL CAPITAL CORPORATION

  	
  )

  
	
  in the presence
  of:

  	
  )

  



 














 


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 and Intel Capital
Corporation dated 26 September 2008 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

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Witness’s name and address:

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness to the signature(s) of the Transferee

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Witness’s name and address:

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  



 

















 


Schedule
B


 


Form of
Register of Mortgages and Charges


 


Trony
Solar Holdings Company Limited


 


	
  Entry
  No.:

  	
   

  	
         

  
	
   

  	
   

  	
   

  
	
  Date
  Created:

  	
   

  	
        September 2008

  
	
   

  	
   

  	
   

  
	
  Instrument:

  	
   

  	
  deed
  of share charge among (1) Trony Solar Holdings Company Limited, as chargor,
  and (2) JPMorgan Special Situations (Mauritius) Limited and Intel
  Capital Corporation, as Chargees, dated 26 September 2008 (the “Deed”)

  



 


Description
of Property Charged


 


A
first fixed charge 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


 


Payment
of the Secured Obligations  (as defined in
the Deed).


 

















 


Names
of Mortgagees or Persons Entitled to Charge


 


(1) JPMorgan Special
Situations (Mauritius) Limited


 


(2) Intel Capital
Corporation


 


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 an Event of
Default immediately after the submission of such transfers.


 


This Undertaking is given pursuant to Clause 2.2(iii) of the Share Charge
(the “Share Charge”) dated
                    
between Trony Solar Holdings Company Limited, JPMorgan Special Situations
(Mauritius) Limited and Intel Capital Corporation, 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

  	
  )

  	
   

  
	
  GRAND SUN INTERNATIONAL

  	
  )

  	
  Duly Authorised
  Signatory

  
	
  INVESTMENT LIMITED:

  	
  )

  	
   

  
	
   

  	
  )

  	
  Name:

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
  Title:

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
   

  	
   

  



 






 










 


EXHIBIT
E-3


 


FORM OF
HK CHARGE
AGREEMENT


 

















 


Exhibit
E-3


 


Execution Version




 





 


 


EQUITY INTEREST PLEDGE


 


by and among


 


GRAND SUN INTERNATIONAL INVESTMENT LIMITED


 


(新阳国际投资有限公司)


 


as
Pledgor


 


TRONY SOLAR SCIENCE & TECHNOLOGY DEVELOPMENT LIMITED


 


(深圳市创益科技发展有限公司)


 


as
Company


 


and


 


JPMORGAN SPECIAL SITUATIONS (MAURITIUS) LIMITED


 


and


 


INTEL CAPITAL CORPORATION


 


as
Pledgees


 


Dated:
26 September, 2008


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I Definitions and
  Interpretation

  	
  2

  
	
  ARTICLE II Pledge of Equity
  Interests

  	
  3

  
	
  ARTICLE III Discharge And
  Reinstatement

  	
  6

  
	
  ARTICLE IV Continuing
  Security

  	
  6

  
	
  ARTICLE V Representations
  and Warranties

  	
  7

  
	
  ARTICLE VI Undertakings

  	
  10

  
	
  ARTICLE
  VII Enforcement

  	
  11

  
	
  ARTICLE VIII Third Party
  Enquiries

  	
  13

  
	
  ARTICLE IX Pledgees’s
  Receipt

  	
  13

  
	
  ARTICLE X Pledgees’s Right
  To Set Off And Lien

  	
  14

  
	
  ARTICLE XI Personal
  Liability

  	
  14

  
	
  ARTICLE XII Taxes And Other
  Deductions

  	
  14

  
	
  ARTICLE XIII Fees, Costs And
  Expenses

  	
  15

  
	
  ARTICLE XIV Indemnity

  	
  15

  
	
  ARTICLE XV Further Assurance

  	
  16

  
	
  ARTICLE XVI Assignment

  	
  16

  
	
  ARTICLE XVII Miscellaneous

  	
  17

  
	
  SCHEDULE 1 Particulars Of Pledged Equity

  	
  22

  
	
  SCHEDULE 2 Form of
  Supplemental Pledge

  	
  23

  



 


i

















 


EQUITY INTEREST PLEDGE


 


THIS EQUITY INTEREST PLEDGE  (this
“Pledge”) is made and entered into on 26
September, 2008, by and among:


 


(1)                                 GRAND SUN INTERNATIONAL INVESTMENT
LIMITED (新阳国际投资有限公司), a limited liability company organized under the laws of the Hong Kong, whose registered office is at 20B Wanchai Commercial Center, 194-204
Johnston Rd, Waichai, Hong Kong, as pledgor  (the “Pledgor”);


 


(2)                                 TRONY SOLAR SCIENCE &
TECHNOLOGY DEVELOPMENT LIMITED (深圳市创益科技发展有限公司), a wholly
foreign owned enterprise formed under the laws of the People’s
Republic of China, business license number 440301503293581, with its
registered address at 5/F East Block, No.2 Building, Guanxian Eastate, 3rd
BaGua Rd, Futian District, Shenzhen, the People’s Republic of China, as the company
(the “Company”);


 


(3)                                 JPMORGAN SPECIAL SITUATIONS
(MAURITIUS) LIMITED, a company incorporated under the laws of Mauritius, with its address at 10,
Frere Felix de Valois Street, Port Louis Mauritius (“JPM”); and


 


(4)                                 INTEL CAPITAL CORPORATION, a company
incorporated under the laws of Deleware, with its address at The Corporation Trust
Company, 1209 Orange St., Wilmington, Delaware, US 19801, together as pledges (“Intel”)
(each a “Pledgee” and together the “Pledgees”).


 


RECITALS


 


A.            Pursuant to a Series A Preferred Share Purchase
Agreement dated 26
September, 2008 (the “Share
Purchase Agreement”) made among the Pledgor, the Company, the Pledgees and
certain other parties thereto, the Pledgees will, severally but not jointly,
purchase certain numbers of Series A Convertible Redeemable Preferred Shares in
the aggregate principal amount of US$45,000,000 to be issued by Trony Solar
Holdings Company Limited (“Trony”) in
accordance with terms and conditions of the Share Purchase Agreement, the
Investors’ Rights Agreement and the Restated Articles.


 


B.            The Pledgor is the registered holder of all of
the equity interests of the Company.


 


C.            As security for the Secured Obligations, the
Pledgor has agreed to pledge, inter alia, its equity interest in the Company.


 


D.            It is a condition precedent to the Pledgees
purchasing the Series A Convertible Redeemable Preferred Shares that the Pledge
and the Company shall execute this Pledge in favour of the Pledgees and the
same is executed by the Pledgor in consideration of the Pledgees agreeing to
purchase the Series A Convertible Redeemable Preferred Shares and for


 

















 


other good and valuable consideration (the sufficiency
of which the Pledgor hereby acknowledges).


 


NOW
THIS PLEDGE WITNESSES as follows:


 


ARTICLE I



DEFINITIONS AND INTERPRETATION


 


1.1          Definitions and Construction.


 


1.1.1               In this Pledge (including the recitals),
words and expressions defined, and rules of construction and interpretation set
out, in the Share Purchase Agreement
shall, unless the context otherwise requires, have the same meanings herein
save that in the event of a conflict between a definition in the Share Purchase Agreement and in this
Pledge, the definition in this Pledge shall prevail.  Capitalized terms used and not defined in
this Pledge shall have the meaning ascribed to them in the Share Purchase Agreement.


 


1.1.2               The following terms shall,
unless the context otherwise requires, have the meanings set forth below for
purposes of this Pledge:


 


“Additional Equity”
means any equity interests of the Company acquired by the Pledgor in addition
to the Pledged Equity, subject to Section 2.6.1.


 


“assets” of any Person shall be construed as a reference to
the whole or any part of its business, undertaking, property, assets and
revenues (including any right to receive revenues).


 


“authorization” includes any approval, consent, declaration,
direction, exemption, licence, permit, franchise, order, permission, filing,
recording or registration and references to obtaining authorization shall be
construed accordingly.


 


“Business Day” means any day other than Saturday, Sunday,
bank or other public holiday in Hong Kong.


 


“Capital Contribution Certificate” means any capital
contribution certificate issued by the Company to the Pledgor as evidence of
its contribution to the registered capital of the Company and ownership of the
corresponding equity interest of the Company.


 


“Charge” means any charge, mortgage, pledge, lien, security
interest or other similar encumbrance.


 


“disposal” includes any sale, assignment, concession,
transfer, exchange, lease, loan, surrender of lease, licence, waiver,
compromise, release, creation of security, dealing with or the granting of any
option or right or interest whatsoever or any agreement for any of the same and
“dispose” shall be construed
accordingly.


 


2

















 


“Dividends” means all dividends, interest and other sums
which are or may become payable by the Company to any Person in its capacity as
owner of any or all of the Pledged Equity and includes:


 


(a)           the right to receive any and all such sums
and all claims in respect of any default in paying such sums; and


 


(b)           all forms of remittance of such sums..


 


“Event of Default” means a breach of the Secured Obligations
by Trony.


 


“guarantee” also includes any other obligation (whatever
called) of any Person to pay, purchase, provide funds (whether by way of the
advance of money, the purchase of or subscription for shares or other
securities, the purchase of assets or services, or otherwise) for the payment
of, indemnify against the consequences of default in the payment of, or otherwise
be responsible for, any indebtedness of any other Person.


 


“MOFCOM” means the Ministry of
Commerce of the PRC, or its local counterpart, as applicable, which is the
Governmental Authority having the power to approve the Pledge.


 


“Secured Obligations” is defined in Section 2.1.


 


“Pledged Equity” means 13.25% the equity interest of the Company
owned by the Pledgor and pledged to the Pledgees under this Pledge, listed and
described in Schedule 1.


 


“Restated Articles” has the meaning attributed to such term in the Share
Purchase Agreement.


 


“Original
Purchase Price” means, with respect to a Series A Preferred Share,
US$7.4662 per share.


 


“PRC” means the People’s Republic of China.


 


“SAIC” means the State
Administration for Industry and Commerce of the PRC, or its local counterpart,
as applicable, which is the Governmental Authority having the power to register
the Pledge.


 


“Supplemental Pledge”
means any supplemental pledge to be executed by the Pledgor, the Company and
the Pledgees in accordance with Section 2.6 with respect to the Additional
Equity.  The form of Supplemental Pledge
is attached hereto as Schedule 2.


 


ARTICLE II



PLEDGE OF EQUITY INTERESTS


 


2.1          Pledge.  In consideration, among other things, the Pledgees agreeing to
purchase the Series A Convertible Redeemable Preferred Shares of Trony
under the terms and conditions of the Share Purchase Agreement, and as a
continuing security for the due and 


 


3

















 


punctual
payment of the Secured Obligations, the Pledgor pledges by way of first
priority pledge to the Pledgees:


 


(a)           the Pledged Equity;


 


(b)           the Dividends.


 


Secured Obligations means the obligations of performance of the Redemption Right (as defined
below) by Trony.


 


At any time after (A) the date that is twelve (12)
months of the allotment of
the Series A Preferred Share, (B) the date on which the
Founder ceases to be the Chairman or Chief Executive Officer of Trony and the
Company, or he or his immediate family members, whether directly or indirectly,
holds less than fifty percent (50%) of the equity interest in Trony, (C) there
has been a material breach of the Transaction Documents, including without
limitations the representations, warranties, covenants and agreements provided
by the warrantors under the Share Purchase Agreement, or (D) the occurrence of
a Sale Transaction, or (E) Trony’s failure to satisfy the financial metrics set
forth in Section 6.14(b) of the Share Purchase Agreement (a “Redemption
Triggering Event”), a Pledgee may elect to have all or some of its Series A
Preferred Shares redeemed by Trony (the “Redemption Right”) at the
Redemption Price (as defined below) by delivery of a written notice to the
Company (a “Redemption Election”) and all of the other holders of Series
A Preferred Shares.  Trony shall, to the
extent it may lawfully do so, within thirty (30) days after receipt by Trony of
the Redemption Election (the “Redemption Date”), redeem that number of
shares specified in such Redemption Election in accordance with the procedures
set forth in this Article 4.5(a)(ii) of the Restated Articles by paying in cash
therefor an amount that would yield in the aggregate twenty percent (20%) of
the Original Purchase Price for each share of Series A Preferred Share being
redeemed, compounded annually from the date hereof until the Redemption Date,
after taking into account any dividends paid on such shares (the “Redemption
Price”).  In calculating the
Redemption Price, any amounts attributable to any partial year shall be pro
rated for such partial year.


 


2.2          Deposit of Certificates, Other Documents.  The Pledgor shall deposit, or procure that there be
deposited, with the Pledgees upon the execution of this Pledge unless otherwise
stated below:


 


(a)           all Capital Contribution Certificates with
respect to all the Pledged Equity, unless such Capital Contribution
Certificates are required to be submitted to MOFCOM and/or SAIC pursuant to Section
2.3 or Section 2.4, in which case the Pledgor shall promptly deliver to and
deposit with the Pledgees such Capital Contribution Certificates within
five (5) Business Days after the return of such certificate from MOFCOM
and/or SAIC;


 


(b)           the certified true copy of the shareholders
register of the Company which records the information of all the shareholders
of the Company and this Pledge;


 


2.3          Approval.


 


The Pledgor shall procure the Company, and the Company
shall:


 


4

















 


2.3.1               undertake all efforts to have
this Pledge approved by MOFCOM.  For such
purpose, the Pledgor and the Company shall, immediately after the execution of
this Pledge, submit to MOFCOM all documents required by MOFCOM for examining
and approving this Pledge.


 


2.3.2               notarize the submission of
applications and documents to MOFCOM for the approval of this Pledge, and
provide to each Pledgee one original executed notarization of the submission
within three (5) Business Days after the receipt of the same.


 


2.3.3               The Pledgor and the Company shall
provide the Pledgees with a certified true copy of MOFCOM’s approval of this Pledge
(the “MOFCOM Approval”) within three (3) Business Days after it obtains the
same.


 


The Pledgees shall provide all relevant required
documents and reasonably necessary assistances as required by the Company or the
Pledgor for the approval of this Pledge.


 


2.4          Registration.  The Pledgor shall procure the
Company, and the Company shall:


 


2.4.1               immediately after the receipt
of the MOFCOM Approval, but in any event no later than three (3) Business Days
after such receipt, submit all documents required by SAIC for the registration
of this Pledge;


 


2.4.2               complete all other applicable
registration formalities which may be required in order to perfect the Pledge,
including without limitation inserting records of the Pledge in the register of
shareholder of the Company; and


 


2.5          Record.  The Pledgor shall procure the Company, and the
Company shall:


 


2.5.1               record this Pledge on the
shareholders register of the Company; and


 


2.5.2               upon the execution date of
this Pledge, deliver to the Pledgees the certified true copy of the
shareholders register of the Company as required in Section 2.2 above.


 


2.5.3               provide the original evidences to the Pledgees that
this Pledge has been approved by the MOFCOM and registered with the SAIC within 30 days from the date hereof, and deliver to the Pledgees copies
of the same.


 


2.6          Additional Equity.


 


2.6.1               Unless otherwise permitted by
the Share Purchase Agreement, the Company shall not increase or decrease its
registered capital, and the Pledgor shall not increase or decrease its
contribution to the registered capital of the Company, without prior written
consent of the Pledgees.


 


2.6.2               Subject
to Section 2.6.1, to the extent the Pledgor acquires any Additional Equity, the
Pledgor and the Company shall, promptly upon the Pledgor obtaining the
Additional Equity, execute a Supplemental Pledge with the Pledgees in
respect of 13.25% of that Additional Equity, and procure the board of directors
of the Company and any other shareholders of the Company to approve and/or consent
to the said Supplemental Pledge, and 


 


5

















 


the Pledgor shall provide copies of all documents
which may be required by the Pledgees in connection with the Supplemental
Pledge, including:


 


(a)           the original of the capital contribution certificate
issued by the Company in respect of such Additional Equity; and


 


(b)           a certified true copy of the verification report
issued by an accountant registered in the PRC in respect of such Additional
Equity (if applicable).


 


2.6.3               Section 1.1, Section 2.2, Section
2.3, Section 2.4, Section 2.5  and Section
2.6 shall apply to each Supplemental Pledge, as if a reference to “this Pledge”
in those sections is a reference to that Supplemental Pledge.


 


ARTICLE III



DISCHARGE


 


3.1          Discharge.  As soon as practicable after
the
Secured Obligations have been irrevocably paid in full in accordance with Restated Articles, the Pledgees shall, at the
request and cost of the Pledgor, and in such form as the Pledgees shall
approve, release and discharge the security created by this Pledge, and
reassign to the Pledgor all such rights, titles, benefits and interest that
have been assigned to the Pledgees pursuant to this Pledge.


 


ARTICLE IV



CONTINUING SECURITY


 


4.1          The security hereby constituted
shall be, and will at all times hereafter, be a continuing security, and shall
remain in operation to secure whatever may be the ultimate balance at any time
or from time to time due to the Pledgees in respect of the Secured Obligations
(including all contingent liabilities) until all of the Secured Obligations
have been irrevocably paid in full  to the satisfaction of the
Pledgees.


 


4.2          The security hereby
constituted shall not be, or be deemed to be, affected satisfied or discharged
by any intermediate payment or satisfaction from time to time or at any time of
the whole, or any part, of the Secured Obligations, nor shall such continuing
security be, or be deemed to be, in any way released or discharged by the
release or partial release by the Pledgees of any of the securities hereby, or
by the release or taking, holding, varying or non-enforcement of any other
security, collateral, additional or otherwise whatsoever which may for the time
being be held, or which may at any time hereafter be held, by the Pledgees for
securing the Secured Obligations or any part thereof.


 


4.3          The obligations of the Pledgor
hereunder are in addition to, and are independent of and shall not be in any
way prejudiced, by any other guarantee or security now or subsequently held by
the Pledgees in respect of the Secured Obligations.


 


6

















 


4.4          The Pledgor waives any right it may have to first require the Pledgees
to proceed against or enforce any other rights or Pledged Equity or claim
payment from any Person before claiming the Pledgor under this Pledge.


 


ARTICLE V



REPRESENTATIONS AND WARRANTIES


 


5.1          Representations and Warranties. The Pledgor hereby represents and warrants
to the Pledgees as follows:


 


5.1.1               Organization
and Power.  It was duly
incorporated or formed and is validly existing under the laws of its
jurisdiction of incorporation or formation and has all requisite power and
authority to own its assets and carry on its business as now conducted and as
contemplated under this Pledge and the Transaction Documents to which it is a
party. It has full legal right, power and authority to, and has taken all
necessary legal and other action to authorize it to, execute and deliver, and
to perform and observe all its obligations under, this Pledge and any other Transaction Document to which
it is a party.


 


5.1.2               Authorization;
Enforceability.  The execution, delivery and performance of
this Pledge and the Transaction Documents to which it is a party have
been duly authorized by it by all requisite company or corporate action and
such documents constitute its legal, valid and binding obligations, enforceable
against it in accordance with their terms.


 


5.1.3               No
Conflicts or Violations.  The execution,
delivery and performance of this Pledge and the Transaction
Documents
to which it is a party by it will not (a) violate or conflict with rules of any
Governmental Authority affecting or binding upon it, (b) violate or conflict
with or cause a breach under any provision of any indenture, agreement,
mortgage, contract or other instrument to which it is a party or by which any
of its property, assets or revenues are bound, or be in conflict with, result
in an acceleration of any obligation or a breach of or constitute (with notice or lapse of time or both) a
default or require any payment or prepayment under, any such indenture,
agreement, mortgage, contract or other instrument, (c) result in creation or
imposition of any Charges, except those in favour of the
Pledgees
as provided in this Pledge and the Transaction
Documents,
or (d) violate or conflict with or cause a breach under any of its
organizational documents, or any of the Company’s organization documents
(including without limitation the investment agreement and articles of
association).


 


5.1.4               Consents.  Except for the approval of MOFCOM, the filing with SAIC of the Pledge, it is not required to obtain
any consent, approval or authorization from, or to file any declaration or
statement with, any Governmental Authority or any other Person in connection
with or as a condition to the execution, delivery or performance of this Pledge
or any of the Transaction Documents to which it is a party, which has not been
so obtained or filed.


 


5.1.5               Priority
of Secured Obligations.  Its payment
obligations under this Pledge rank at least pari passu with
the claims of all its other unsecured and unsubordinated creditors, except for
obligations mandatorily preferred by the rules of any Governmental Authority
applying to companies generally.  Upon
perfection of the Charges created by this Pledge, such Charges shall at all
times rank first in priority of security to all 


 


7

















 


other secured obligations of the Pledgor, with the
exception of any obligations which are mandatorily preferred by law and not by
agreement.  Furthermore, no Charge to
secure any secured obligations of the Pledgor exists on or over any of the
assets of the Pledgor, except and the Charges in favour of the
Pledgees under this Pledge


 


5.1.6               Compliance
with Governmental Rules.  It is in
compliance with the rules of all Governmental Authorities applicable to it
and/or its assets the breach, violation or failure of which would
likely have a Material Adverse Effect.


 


5.1.7               Agreement.  It is not in breach of or in default under
any material agreement or obligation to which it is a party or by which it or
any of its assets is bound, and no event has occurred which with the giving of
notice or the passing of time or both would constitute such a breach or default,
which default or breach in any event would likely have a Material Adverse
Effect It
is not a party to any agreement or instrument or subject to any restriction
which would likely have a Material Adverse
Effect.


 


5.1.8               Litigation.  Except for the litigations as disclosed in the Share Purchase Agreement,
there is
no action or arbitration or administrative proceeding of or before any court or
tribunal of any jurisdiction or any Governmental Authority of any jurisdiction
pending or threatened against it or any of its assets which, if determined
adversely, would likely have a Material Adverse Effect.


 


5.1.9               Solvency
and Bankruptcy.  It is free from bankruptcy, suspension of
payments, civil rehabilitation proceedings, corporate reorganization
proceedings, company arrangement, special liquidation or a general settlement
for the benefit of creditors, or any other insolvency event and is not
contemplating the filing of a petition under the rules of any Governmental
Authority relating to the bankruptcy or insolvency of a Person or the
liquidation of all or a major portion of its assets or property, and no Person
is contemplating the filing of any such petition against it.  None of the transactions contemplated hereby
will be or have been made with an intent to hinder, delay or defraud any of its
present or future creditors, and it has received sufficient consideration in
exchange for its obligations under this Pledge and the Transaction Documents to
which it is a party.  It will not incur
debts and liabilities beyond its ability to pay such debts as they may mature.


 


5.1.10             Governing
Law and Enforcement.  (a) The choice of law stated to be the
governing law of this Pledge will be recognized and enforced in its
jurisdiction of incorporation or formation; and (b) any judgment obtained in
the court of the jurisdiction as stated in this Pledge to be the court to which
the parties hereto submit will be recognized and enforced in its jurisdiction
of incorporation or formation.


 


5.1.11             Taxes and
Tax Returns.  It has complied with all applicable tax laws
and has filed all national and local tax returns required to be filed, if any,
and has paid or made adequate provision for the payment of all national and
local taxes payable by it to tax authorities in all applicable jurisdictions, where
the failure to so comply, file or pay, as applicable, would likely have a
Material Adverse Effect.  It is not
required under the rules of any Governmental Authority applicable where it is
incorporated or resident or at its address specified in this Pledge to make any
deduction for or on account of tax from any payment it may make to the Pledgees
under any Transaction Document to which it is a party.


 


5.1.12             No Filing
or Stamp Taxes.  Save for the approval and registrations
referred to in Sections 2.3, 2.4, 2.5, and 15.4 within the prescribed time
limit, it


 


8














 


is not
necessary to ensure the validity, enforceability or priority of this Pledge
that this Pledge or any other document be filed, recorded or enrolled with any
court or other authority.  It is not
necessary that any stamp, registration or similar tax be paid on or in relation
to this Pledge or the transactions contemplated by this Pledge.


 


5.1.13           Business.  Since its formation, it has conducted no
business prior to the date hereof other than related to the ownership of the
equity interests of the Company, making and borrowing shareholder loans.


 


5.1.14           Company
Formalities.  It has at all times since its formation complied
with the provisions of its articles of association, investment agreement,
business license and other organizational documents, and has observed all material
customary formalities regarding its legal existence.


 


5.1.15           Description
of Pledged Equity.  The descriptions and particulars of the
Pledged Equity set forth in Schedule 1 are true and accurate in all
material respects, and all the Pledged Equity is fully paid up and there are no
monies or liabilities payable or outstanding in relation to the Pledged Equity
or any part thereof.


 


5.1.16           Title.  The Pledgor has full ownership title to the
Pledged Equity free and clear of all Charges whatsoever, except for the Charges
created pursuant to this Pledge.


 


5.1.17           Options.  The Pledgor has not granted in favour of any
other Person any interest in or any option or other rights in respect of the
Pledged Equity or any part thereof.  The
Company has not issued or resolved or agreed to issue or granted any option or
other right to acquire any additional equity interest to any Person.


 


5.1.18           Immunity.  The Pledgor is generally subject to civil and
commercial law and to legal proceedings and neither the Pledgor nor any of its
assets or revenues is entitled to any immunity or privilege (sovereign or
otherwise) from any set-off, judgment, execution, attachment or other legal
process.


 


5.1.19           No Untrue Statements or Omissions.  The Pledgor
acknowledges and confirms that no representation or warranty of the Pledgor in
this Pledge, in any of the other
Transaction Documents to which it is a party, or in any certificate, document
or schedule prepared by the Pledgor or any Transaction Documents and required to be furnished to
the Pledgees under or pursuant to the Transaction
Documents contains any untrue statement of a material fact or
omits to state any material fact necessary to make statements contained herein
or therein not materially misleading. 
There are no facts that, individually or in the aggregate, could be
expected to result in a Material Adverse Effect and that have not been
disclosed herein or in such other documents, certificates and statement
required to be furnished to the Pledgees under or pursuant to the Transaction
Documents.


 


5.2          Continuing Representation and Warranty.  The representations and warranties of the
Pledgor made in this Pledge are continuing representations and warranties and
shall survive the execution of this Pledge, and, except as otherwise provided
in the Transaction Documents, the representations and
warranties of the Pledgor set out in Sections 5.1.5, 5.1.15, 5.1.16, and 5.1.17
shall be
true and accurate throughout the continuance of this Pledge with reference to
the facts and circumstances subsisting from time to time;
and


 


9

















 


5.3          Acknowledgement
of Reliance.  The Pledgor acknowledges that
the Pledgees has entered into the Transaction Documents and
this Pledge in
reliance upon the representations and warranties contained in this Article.


 


ARTICLE VI



UNDERTAKINGS


 


6.1                               Undertakings. The Pledgor undertakes and
agrees with the Pledgees, throughout the continuance of this Pledge and so long
as the Secured Obligations or any part thereof remains owing, that the Pledgor
will, unless the Pledgees otherwise agrees in writing:


 


6.1.1                                        not create or attempt or agree
to create or permit to arise or exist any Charge over all or any part of the Pledged
Equity or
any interest therein or otherwise assign, deal with or dispose of all or any
part of the Pledged Equity except under or pursuant to this Pledge or
permitted by the other Transaction Documents;


 


6.1.2                                        not grant in favour of any
other Person any interest in or any option or other rights in respect of any
Pledged Equity except under this Pledge;


 


6.1.3                                        procure that the Company shall
not issue or resolve or agree to issue or grant any option or other right to
acquire equity interest to any Person other than the Pledgor (and subject
always to this Pledge);


 


6.1.4                                        at all times remain the owner
of the Pledged Equity;


 


6.1.5                                        procure
that no director of the Company is appointed with effect from the date of this Pledge,
except with the prior written consent of the Pledgees  and immediately upon the appointment
by the Pledgor of any new director of the Company;


 


6.1.6                                        procure
that the Pledgees may, upon prior notice,  inspect all or any of the Company’s official
seals and corporate records at such times during normal business hours at the cost of the Pledgees;


 


6.1.7                                        not do or cause or permit to
be done anything which may in any way depreciate, jeopardise or otherwise
prejudice the value of the Pledgees’s security hereunder;


 


6.1.8                                        ensure
that at all times this Pledge (and the claims of the Pledgees against it
hereunder) shall have the priority which this Pledge is expressed to have and
obtain, comply with the terms of and do all that is necessary to maintain in
full force and effect all authorizations, approvals, registrations, licences
and consents required in or by the laws of its jurisdiction of incorporation
and/or any other relevant jurisdiction to enable it lawfully to enter into and
perform its obligations under this Pledge and (to the extent permitted by law
and feasible) to ensure the legality, validity, enforceability or admissibility
in evidence in its jurisdiction of incorporation and the PRC and any other
relevant jurisdiction.


 


6.2                               Maintenance
of Company Existence.  The Pledgor
further undertakes and agrees with the Pledgees, throughout the continuance of
this Pledge and so long as the 


 


10

















 


Secured
Obligations or any part thereof remains owing, that the Pledgor shall, unless
the Pledgees otherwise agrees in writing:


 


6.2.1                                        preserve and keep in full
force and effect its existence as a limited liability
company and
all material franchises, rights and privileges under the laws of the
jurisdiction of its formation, and all material qualifications, licenses and
permits applicable to the ownership, administration and management of its
assets;


 


6.2.2                                        not wind up, liquidate,
dissolve, reorganize, merge or consolidate with or into any other Person, or
convey, sell, assign, transfer, lease (except as contemplated or permitted by
any Share Purchase Agreement) or otherwise dispose of all or substantially all
of its assets (except as contemplated or permitted by any Share Purchase Agreement), or acquire all or substantially all of the assets
of the business of any other Person;


 


6.2.3                                        conduct business only in its
own name and shall not change its name, identity or organizational structure
unless it shall have obtained the prior written consent of the Pledgees; and


 


6.2.4                                        not change the location of its
registered office or principal place of business, unless it shall have given the
Pledgees at least fifteen (15) Business Days’ prior written notice thereof
(upon such a change of location, it agrees to deliver to the Pledgees such
Supplemental Documentation requested by the Pledgees relating to such change).


 


ARTICLE VII



ENFORCEMENT


 


7.1                               Enforcement
by Pledgees.


 


7.1.1                                        Subject to the PRC laws, upon or after the occurrence of
an Event of Default which is continuing, the Pledgees may exercise all the
powers and remedies available to it as the pledgee of the Pledged Equity as and
when it may see fit (either in its own name or in the name of the Pledgor),
with the consent of the Pledgor and the Company which is hereby given,
including without limitation,


 


(a)                                 sell the Pledged Equity of any
part thereof either by public auction, or by any other means to the extent not prohibited by the rules of
any Governmental Authority (provided that such price shall be reasonable under such circumstances), and use the proceeds to pay
for any outstanding Secured Obligations; or


 


(b)                                 take such other actions as permitted
under PRC law to pay for any outstanding Secured Obligations.


 


7.1.2                                             Upon or after the occurrence
of an Event of Default which is continuing, to the extent permitted by PRC law,
the Pledgees shall have the right, with all the consent of the Pledgor which
are hereby given or any other Person:


 


(a)                                 recover and collect all sums
of moneys payable within the
limit of the outstanding Secured Obligations  under
or in respect of the Pledged Equity;


 


11

















 


(b)                                 take
over or institute such proceedings within the limit of the outstanding Secured Obligations  in connection with all or
any of the Pledged Equity as the Pledgees in its absolute discretion thinks fit
and to discharge, compound, release or compromise all or any of the Pledged
Equity or claims in respect thereof;


 


(c)                                  sell,
call in and convert into money all or any part of the Pledged Equity, by public
auction or by private contract (provided that such price shall be reasonable under such circumstances),
with notice to the Pledgor, with all such powers in that respect as are
conferred by PRC law, for such consideration as the Pledgees may require, and
without being liable to account for any loss of or deficiency in such
consideration;


 


(d)                                 settle, arrange, compromise or
submit to arbitration any accounts, claims, questions or
disputes whatsoever which may arise in connection with the Pledged Equity or in
any way relating to this Pledge and execute any releases or other discharges in
relation thereto;


 


(e)                                  bring,
take, defend, compromise, submit to arbitration or discontinue any actions,
suits or proceedings whatsoever, civil or criminal, in relation to the Pledged
Equity; and/or


 


(f)                                   execute
and do all such acts, deeds and things as the Pledgees may consider necessary
or proper for or in relation to any of the above purposes.


 


7.2                               Secured
Obligations of Pledgor and Company.  To
the fullest extent not prohibited by the laws of the
PRC, upon or after the occurrence of an Event of Default which is continuing,
at the request of the Pledgees, the Pledgor and the Company
shall execute and procure to execute all documents necessary to effect,
confirm, or apply for approval of the transfer of ownership of the Pledged
Equity to the Pledgees or any other Person designated by the Pledgees or the
exercise by the Pledgees of any of its rights under this Pledge.  In addition, the Company shall submit to MOFCOM
all documents necessary to effect a change in ownership of the Pledged Equity
to the Pledgees, if so requested by the Pledgees, including without limitation:


 


(a)                                 an application for MOFCOM
approval of a transfer of ownership of the Pledged Equity to the Pledgees or
its designee;


 


(b)                                 an
equity transfer agreement executed by the Pledgor evidencing the transfer of
the Pledged Equity to the Pledgees or its designee; and


 


(c)                                  all
other documents as may be required by MOFCOM.


 


The Pledgees shall provide
all relevant required documents and reasonably necessary assistances as
required by the Company or Pledgor for the aforesaid MOFCOM procedures.


 


7.3                               Application
of Proceeds.  Notwithstanding other
provisions in this Pledge and to the fullest extent not prohibited by the rules of
any Governmental Authority, all moneys received or recovered by the Pledgees from
time to time during the period the Pledge is enforceable from the exercise of
its rights hereunder or the enforcement of the Pledge shall be applied in the
following order:


 


12

















 


(a)                                 first, payment of or provision
for all expenses incurred in the maintenance and disposal of the Pledged Equity
including (but not limited to) payment of the charges and remuneration of the agent
or delegate appointed by the Pledgees;


 


(b)                                 second, payment of or
provision for all taxes and other administrative expenses in connection with
the realisation of the Pledged Equity and payable under the law;


 


(c)                                  third, payment of or provision
for the outstanding Secured Obligations in such
manner and order as the Pledgees may determine in its absolute discretion; and


 


(d)                                 fourth and lastly, if there is any
remaining balance of the proceeds, payment to the Pledgor.


 


ARTICLE VIII



THIRD PARTY ENQUIRIES


 


8.1                               No Person dealing with the
Pledgees, or with its or his attorneys or agents, shall be concerned to enquire
whether any Event of Default has occurred or is continuing to authorize the
Pledgees to act, or whether the right of the Pledgees to exercise any of the
powers hereby conferred has arisen or become exercisable or not, or be concerned
with notice to the contrary, or whether the security hereby constituted has
become enforceable, or whether the power exercised, or purported to be
exercised, has become exercisable, or whether any money remains due upon the
security of this Pledge, or as to the necessity or expediency of the
stipulations and conditions subject to which any sale shall be made, or
otherwise as to the propriety or regularity of any sale, calling-in, collection
or conversion or power exercised, or to see to the application of any money
paid to the Pledgees, or its attorneys or managers or agents, and, in the
absence of fraud or gross negligence on the part of such Person, such dealing
shall be deemed, so far as regards the safety and protection of such Person, to
be within the powers hereby conferred, and to be valid and effectual
accordingly; and the remedy of the Pledgor in respect of any irregularity or
impropriety whatsoever in the exercise of such powers shall be in damages only.


 


8.2                               Notwithstanding the aforesaid,
the Pledgees shall not be answerable for any involuntary losses which may
happen in the exercise of the aforesaid powers and trusts or any of them.


 


ARTICLE IX



PLEDGEES’S RECEIPT


 


Upon any such sale, calling-in, collection
or conversion as aforesaid, and upon any other dealing or transaction under the
provisions herein or in any security documents under the Transaction Documents
contained, the receipt of the Pledgees for the proceeds of the Pledged
Equity,
and for any other moneys paid to it shall effectually discharge the purchaser
or Person 


 


13

















 


paying the same therefrom, and from being
concerned to see to the application, or being answerable for the loss or
misapplication, thereof.


 


ARTICLE X



PLEDGEES’S RIGHT TO SET OFF AND LIEN


 


10.1                        Upon
or at any time after the occurrence of an Event of Default which is continuing, the Pledgees shall (without
prejudice to any general or banker’s lien, right of set-off or any other right
to which it may be entitled) have the right, with notice to the Pledgor, to set
off and apply any credit balance in any currency upon any accounts and any
deposit (whether current or deposit, general or special, and whether at or
prior to maturity and whether subject to notice or not) to which the Pledgor is
at any time beneficially entitled on any account at any office of the Pledgees
towards the satisfaction of any sums owing by the Pledgor under any
of the Transaction Documents (the “Overdue Sum”).


 


10.2                        The Pledgees is hereby
authorized to purchase with the monies standing to the credit of any such
accounts such other currencies and the Pledgees may require to satisfy the
Overdue Sum.


 


10.3                        For the avoidance of doubt, it
is hereby agreed that the rights of the Pledgees hereunder shall be exercisable
whether or not the Overdue Sum shall be owing to the same
branch of the Pledgees where the accounts of the Pledgor to be so
combined, or consolidated, or set off, or transferred or applied are maintained
for the time being.


 


10.4                        The Pledgees shall not be
obligated to exercise any of its rights under this Article X, which shall be without
prejudice and in addition to any right of set-off, combination of accounts,
Charge or other right to which it is at any time otherwise entitled (whether by
operation of law, contract or otherwise).


 


ARTICLE XI



PERSONAL LIABILITY


 


The obligations, responsibility and
liability on the part of the Pledgor herein and in any of the documents
relating to the Secured Obligations shall be personal to the Pledgor, and
shall not be affected, diminished or prejudiced by the release, discharge,
surrender, variation, substitution or dissipation of all or any part or parts
of the Pledged Equity.


 


ARTICLE XII



TAXES AND OTHER DEDUCTIONS


 


All sums payable by the Pledgor under this
Pledge shall be paid in full without set-off or counterclaim or any restriction
or condition and free and clear of any tax or other deductions or withholdings
of any nature. If the Pledgor or any other Person is required by any law or 


 


14

















 


regulation to make any deduction or
withholding (on account of tax or otherwise, but excluding
business taxes payable by the Pledgees imposed in the PRC or taxes that are
imposed on and calculated by reference to the Pledgees’s overall net income by
the jurisdiction under the laws of which the Pledgees is organised or treated
as a resident for tax purposes or any political subdivision thereof) from any payment for the
account of the Pledgees, the Pledgor shall, together with such payment, pay
such additional amount as will ensure that the Pledgees receives (free and
clear of any tax or other deductions or withholdings) the full amount which it
would have received if no such deduction or withholding had been required. The
Pledgor shall promptly forward to the Pledgees copies of official receipts or
other evidence showing that the full amount of any such deduction or
withholding has been paid over to the relevant taxation or other authority.


 


ARTICLE XIII



FEES, COSTS AND EXPENSES


 


13.1                        Costs, Charges and Expenses.  The Pledgor shall from time to time forthwith
on demand pay to or reimburse the Pledgees for:


 


13.1.1                                      all
costs, charges and expenses (including legal and other fees and all other
out-of-pocket expenses) incurred by the Pledgees in connection with the
preparation, execution and registration of this Pledge, any other documents
required in connection herewith and/or any amendment to or extension of, or the
giving of any consent or waiver in connection with, this Pledge  or in releasing or re-assigning this Pledge upon
payment of all monies hereby secured;


 


13.1.2                                      all costs, charges and
expenses (including legal and other fees and all other out-of-pocket expenses)
incurred by the Pledgees in exercising any of its powers hereunder or in suing
for or seeking to recover any sums due hereunder or otherwise preserving or
enforcing its rights hereunder or in defending any claims brought against the
Pledgees in respect of this Pledge or any Pledged Equity attributed to actions of the Pledgor; and


 


13.1.3                                      and,
until payment of the same in full, all such costs, charges, expenses and
remuneration shall be secured by this Pledge.


 


ARTICLE XIV



INDEMNITY


 


14.1                        General Indemnity. The Pledgor shall
indemnify, defend and hold the Pledgees harmless from and against any and all
losses, liabilities, claims, damages, expenses, obligations, penalties,
actions, judgments, suits, costs or disbursements of any kind or nature
whatsoever, including attorney’s fees, incurred or accruing by reason of any acts
performed by the Pledgees pursuant to the provisions of this Pledge, except as
a result of the Pledgees’s fraud, gross negligence or wilful misconduct. All
sums paid by the Pledgees pursuant to this Section 14.1, and all other
sums expended by the Pledgees to which it shall be entitled to be 


 


15

















 


indemnified under or pursuant to this Pledge shall be secured by this Pledge and shall be
payable by the Pledgor to the Pledgees upon demand.


 


ARTICLE XV



FURTHER ASSURANCE


 


15.1                        Further Assurance.  The Pledgor shall, at its sole cost and
expenses: (i) execute and deliver to the Pledgees such documents,
instruments, certificates, assignments and other writings (the “Supplemental Documentation”); (ii) do such other acts
necessary or desirable to evidence, perfect the Pledgees’s security interest
in, preserve and/or protect the Pledged Equity at any time securing or intended
to secure the obligations of the Pledgor under this Pledge and any Transaction
Documents to which it is a party; and (iii) do and execute all and such
further lawful acts, conveyances and assurances for carrying out of the intents
and purposes of this Pledge and the other Transaction Documents to which it is
a party as the parties
agreed,
including, without limitation, amendments to the Pledgor’s organizational
documents as necessary to maintain or procure the Pledgor’s bankruptcy remote
status.


 


15.2                        Agreement to Execute Further Documents.  Except as permitted by and in compliance with
the Transaction Documents, if the
Pledgor requests the Pledgees’s approval of a restructuring of the Pledgor’s ownership arrangement or
structure in the Company, the Pledgees may condition its approval on, among
other things, delivery of such Supplemental Documentation as the Pledgees may
require, including, without limitation, a tax opinion in form and content
acceptable to the Pledgees from an accounting firm acceptable to the Pledgees
describing the tax implications of such structure.


 


15.3                        Enforcement of Pledgees’s
Rights.  The Pledgor will
do or permit to be done everything which the Pledgees may from time to time
require to be done for the purpose of enforcing the Pledgees’s rights hereunder
and will allow the name of the Pledgor to be used as and when required by the
Pledgees for that purpose.


 


15.4                        Registration.  The
Pledgor shall procure that the particulars of this Pledge shall forthwith upon
execution hereof, be presented to MOFCOM.


 


15.5                        Evidence
of registration.  The Pledgor shall promptly provide to the Pledgees
evidence, in form and substance satisfactory to the Pledgees, of the
registration, presentation and filing done pursuant to Section 15.4 above.


 


ARTICLE XVI



ASSIGNMENT


 


16.1                        The Pledgor and the
Company.  Neither the Pledgor nor
the Company may assign or transfer any of its rights or obligations under this
Pledge.


 


16.2                        The Pledgees.  The Pledgees may assign and/or
transfer its rights and/or (if any) obligations under this Pledge, and/or grant
participations in all or any part of its rights 


 


16

















 


under this
Pledge, in accordance with any requirement of PRC law, if
applicable,
and/or make disclosures in accordance with the provisions of the
Transaction
Documents. Without prejudice to the foregoing, upon the appointment of a
successor Pledgees under the provisions of the Transaction Documents, such
successor shall be deemed to be acting as Pledgees under this Pledge in place
of the former Pledgees.  In such event the Pledgor and the Company at
the Pledgees’s or the assignee’s request shall execute all such documents and
take all such actions as necessary to evidence the assignee’s rights and/or (if
any) obligations as a result of such assignment.


 


ARTICLE XVII

MISCELLANEOUS


 


17.1                        Continuing Obligations.  The liabilities and obligations of the Pledgor under
this Pledge shall remain in force notwithstanding any act, omission, event or
circumstance whatsoever, until the time when the Secured
Obligations
shall have been fully, properly, validly and irrevocably paid and discharged.


 


17.2                        Protective Sections. Subject to the PRC laws and without limiting Sections 4.1 and 17.1, none
of the obligations or liabilities of the Pledgor, the validity or
enforceability of this Pledge and the security hereby constituted or the rights
of the Pledgees under this Pledge shall be discharged, impaired, prejudiced or
in any way be affected by:


 


17.2.1                                      the granting of any time,
indulgence, concession, compromise, waiver or consent whatsoever at any time
given to any party to the Transaction Documents or any other Person;


 


17.2.2                                      any amendment, modification or
variation of any Transaction Documents or any other agreement except for such amendment, modification or variation or agreement between the Pledgor and Pledgees
otherwise specifically change or terminate the Pledge ;


 


17.2.3                                      the illegality, invalidity or
unenforceability of any obligation or liability of any party or any other
Person;


 


17.2.4                                      the invalidity or irregularity
in the execution of any Transaction Document or any other agreement;


 


17.2.5                                      any lack of or deficiency in
the powers of any party or any other Person to enter into or perform any of its
obligations or liabilities under any Transaction Document or any other
agreement or any irregularity in the exercise thereof or any lack of or
deficiency in authority by any Person purporting to act on behalf of any party
or any other Person;


 


17.2.6                                      the insolvency, liquidation,
incapacity, disability, limitation, change of constitution or status, death, or
bankruptcy of any party or any other Person;


 


17.2.7                                      any other Transaction
Document, Charge, guarantee or other security or right or remedy being or
becoming held by or available to the Pledgees or by any of the same being or
becoming wholly or partly void, voidable, unenforceable or impaired or by the
Pledgees at any time exercising or non-exercising, releasing, refraining from 


 


17

















 


enforcing, varying or in any other way dealing with
any of the same or any power, right, remedy or security the Pledgees may now or
hereafter have from or against any party or any other Person;


 


17.2.8                                      any release, waiver, exercise,
omission to exercise or renewal of any rights against any part or any other
Person or any compromise, arrangement or settlement with any of the same;


 


17.2.9                                      any act, omission, matter,
circumstance or event which would or may but for the provisions of this Section 17.2
operate to impair, prejudice, discharge or otherwise affect this Pledge or the
obligations or liabilities of the Pledgor hereunder.


 


17.3                        Unrestricted Right of Enforcement. 
This Pledge (or any provision hereof) may be
enforced, and any demand hereunder may be made, without the Pledgees first
having recourse to any other security or rights or taking any other steps or
proceedings against the Company, the Pledgor, any other party or any other
Person or may be enforced for any balance due after resorting to any one or
more other means of obtaining payment or discharge of the monies, obligations
and liabilities secured hereby.


 


17.4                        Discharges and Releases.  To
the fullest extent not prohibited and by PRC law and notwithstanding
any discharge, release or settlement from time to time between the Pledgees and
the Pledgor, if any security, disposition or payment granted or made to or
recovered by the Pledgees in respect of any or all of the obligations of a party under or in connection
with the Secured Obligations,
whether by or from the Pledgor, any other party or any other Person, is avoided
or set aside or ordered to be surrendered, paid away, refunded or reduced by
virtue of any provision, law or enactment relating to bankruptcy, insolvency,
liquidation, winding-up, composition or arrangement for the time being in force
or for any other reason, the Pledgees shall be entitled hereafter to enforce
this Pledge as if no such discharge, release or settlement had occurred.


 


17.5                        Notice. All notices and other communications given or made
pursuant to this Pledge 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 18.5.


 


If to the Pledgor:


 


GRAND SUN INTERNATIONAL
INVESTMENT LIMITED


 


(新阳国际投资有限公司)


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


British Virgin Islands


 


18














 


Facsimile:          


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


 


If
to the Pledgees:


 


JPMORGAN SPECIAL SITUATIONS (MAURITIUS) LIMITED


10, Frere Felix de Valois Street


Port Louis, Mauritius


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


JPMorgan
Special Situations (Mauritius) Limited


Global Special Opportunities Group Middle Office


Attention: Angelica Siu / Tina Xu


26/F Chater House


8 Connaught Road


Central, Hong Kong


Email: gsog-mo@jpmorgan.com


Tel: (852) 2800-7128 / 8761


Fax: (852) 2800-4613


 


and
to:


INTEL
CAPITAL CORPORATION


c/o Intel
Semiconductor Ltd.


32/F, Two
Pacific Place


88 Queensway,
Central


Hong Kong


Attention:
APAC Portfolio Management


Fax: +852
2240-3775


 


17.6        Amendments, Modifications and Waivers.  No amendment, modifications and waiver of any
provision of this Pledge, nor any consent to any departure by the Pledgor
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the party to be charged, and such amendment, modification, waiver
or consent shall be effective only in the specific instance and for the purpose
for which given. No notice to or demand on the Pledgor or the Pledgees in any
case shall entitle the Pledgor or the Pledgees to any other or further notice
or demand in the same, similar or other circumstances.


 


17.7        Invalid Provisions —
Severability.  If any provision of this
Pledge is held to be illegal, invalid or unenforceable, such provision shall be
fully severable; this Pledge shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof
and thereof; the remaining provisions hereof and thereof shall remain in full
force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom or therefrom; and in lieu
of such illegal, invalid or unenforceable provision there shall be added
automatically as a part of this Pledge or a provision as similar in terms to
such illegal, invalid or unenforceable provision as may be possible to be
legal, valid and enforceable.


 


17.8        Successors and Assigns.  This Pledge shall be binding upon and inure
to the benefit of the Pledgees, the Pledgor, and the Company, and their
respective successors and permitted assigns.


 


19

















 


17.9        Waiver of Rights by
Pledgees.  Neither any failure nor any
delay on the part of the Pledgees in exercising any right, power or privilege
under this Pledge shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise or the exercise
of any other right, power or privilege.


 


17.10      Cumulative Rights.  The rights and remedies of the
Pledgees under this Pledge shall be cumulative, and the exercise or partial
exercise of any such right or remedy shall not preclude the exercise of any
other right or remedy.


 


17.11      Effectiveness.  This Pledge shall become
effective upon duly executed
by all the parties.  The security under this Pledge
shall come into effect after this Pledge is approved by the MOFCOM and registered
with the SAIC.


 


17.12      Governing Law.  This Pledge and the rights and
obligations of the parties hereunder shall be interpreted, construed, applied
and enforced in accordance with the laws of the PRC.


 


17.13      Jurisdiction.  Any dispute,
controversy or difference arising out of, in connection with or relating to
this Contract, or the breach, termination or invalidity thereof (a “Dispute”)
shall be resolved by arbitration pursuant to this Section 17.13.  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.  The language to be used in the arbitral
proceedings shall be English.  If the
UNCITRAL Rules are in conflict with the provisions of this Section 17.13
including the provisions concerning the appointment of the arbitrator, the
provisions of this Section 17.13 shall prevail.  The arbitrator shall decide any dispute
submitted by the parties to the arbitration strictly in accordance with the
substantive law of the PRC and shall not apply any other substantive law.  In making the award, the arbitrator shall
have the authority to award attorney’s fees and other costs and expenses of the
arbitration in accordance with this Agreement and as the arbitrator deems just
and appropriate under the circumstances. 
Each party hereto shall cooperate with the others in making full
disclosure of and providing complete access to all information and documents
requested by the others in connection with such arbitral proceedings, subject
only to any attorney-client or other applicable legal privilege and
confidentiality obligations binding on such party.  The award shall be issued within six (6) months
of the appointment of the arbitrator, provided, however, that the arbitrator
shall, upon a finding that it is impracticable to meet such deadline consistent
with the arbitrator’s primary obligation justly to determine the controversy
before the arbitrator, have discretion to extend or alter such deadline to the
extent necessary to prevent injustice or preserve the enforceability of the
arbitrator’s award.  The award of the
arbitrator shall be final and binding upon the disputing parties, and any party
may apply to a court of competent jurisdiction for enforcement of such
award.  The parties shall cooperate and
use their respective best efforts to take all actions reasonably required to
facilitate the prompt enforcement in the PRC or in any other jurisdiction of
any arbitral award made by the arbitrator. 
A party shall be entitled to seek preliminary injunctive relief, if
possible, from any court of competent jurisdiction pending the appointment of
the arbitrator.


 


17.14      Entire Agreement. 
This Pledge and the other Transaction Documents embody the entire
agreement with respect to the subject matter covered by these documents and
understanding among the parties hereto and supersede all prior agreements and
understandings between such parties relating to the subject matter hereof and
thereof.


 


20

















 


17.15      Business Days.  Unless
otherwise expressly provided to the contrary, whenever action must be taken
(including the giving of notice or the delivery of documents) under this Pledge
during a certain period of time or by a particular date that ends or occurs is
not a Business Day, then such period or date shall be extended until the
immediately following Business Day.


 


17.16      No Joint Venture or Partnerships.  The Pledgor and the Pledgees intend that the
relationships created hereunder be solely that of security
provider and
Pledgees.  Nothing herein or therein is
intended to create a joint venture, partnership, tenancy-in-common, or joint
tenancy relationship between the Pledgor and the Pledgees.


 


17.17      Controlling Provisions.  To the extent that the provisions of this
Pledge are inconsistent with any provision of the Transaction Documents, unless
this Pledge provides otherwise, the provisions of the Transaction Documents
shall take precedence.


 


17.18      Languages. 
This Pledge is executed in both Chinese and English versions.  The two language versions shall be equally
valid, and, in the event of any inconsistency, the English language version
shall prevail in the interpretation of the terms and conditions hereof.


 


17.19      Counterparts. 
This
Pledge may be executed in multiple counterparts, each of which shall constitute
an original, but all of which shall constitute one document.


 


[NO FURTHER TEXT ON THIS PAGE]


 


21

















 


SCHEDULE 1




PARTICULARS
OF PLEDGED EQUITY


 


	
  Pledgor:

  	
   

  	
  GRAND
  SUN INTERNATIONAL INVESTMENT LIMITED

  
	
   

  	
   

  	
  (新阳国际投资有限公司)

  
	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
  TRONY
  SOLAR SCIENCE & TECHNOLOGY DEVELOPMENT LIMITED

  
	
   

  	
   

  	
  (深圳市创益科技发展有限公司)

  
	
   

  	
   

  	
   

  
	
  Registered Capital:

  	
   

  	
  RMB 140,000,000

  
	
  In which the Pledgor
  Contributed:

  	
   

  	
  RMB 60,415,571

  
	
  Accounting for

  	
   

  	
  43.15%

  
	
  Date of Capital Contribution:

  	
   

  	
  14 July 2008

  
	
  Pledged Equity:

  	
   

  	
  13.25% of
  the Registered Capital

  
	
  In favour of JPM:

  	
   

  	
  7.361% of
  the Registered Capital

  
	
  In favour of Intel:

  	
   

  	
  5.889 %
  of the Registered Capital

  



 


22

















 


SCHEDULE 2




FORM OF
SUPPLEMENTAL PLEDGE


 


	
  To:

  	
   

  	
  JPMorgan
  Special Situations (Mauritius) Limited and Intel Capital Corporation (the “Pledgees”)

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Grand Sun
  International Investment Limited (新阳国际投资有限公司)  (the “Pledgor”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Trony Solar Science & Technology Development Limited (深圳市创益科技发展有限公司)  (the “Company”)

  



 


[Date]


 


Dear Sirs,


 


We refer to
the Equity Interest Pledge (the “Agreement”)
between the Pledgees, the Pledgor and the
Company dated
26 September 2008. Capitalised terms in this Supplemental Pledge have
the meanings given or incorporated by reference in the Agreement.  This is a Supplemental Pledge referred to in Section 2.6
(the “Supplemental Pledge”) of the Agreement.


 


1.                  PLEDGE


 


To the extent not already validly and effectively
pledged under the Agreement, in consideration, among other things, the Pledgees
agreeing to purchase the Series A Convertible Redeemable Preferred Shares
of the Pledgor under the terms and conditions of the Share Purchase Agreement,
and as a continuing security for the due and punctual payment of the Secured
Obligations, the Pledgor pledges by way of first priority pledge to the
Pledgees, the Pledgor (with the consent of the Company) hereby pledges, and
agrees to pledge, by way of first priority pledge, all of its right, title and
interest, in, to and under:


 


(a)                 the Additional Equity identified in the Appendix to this Supplemental Pledge
(the “Additional Equity”); and


 


(b)                 the dividends in relation to the Additional Equity.


 


23

















 


to the Pledgees
in accordance with the relevant rules of the Governmental Authority in the
PRC and subject to the provisions of the Agreement.


 


2.                  APPROVAL,
REGISTRATION and RECORD


 


The Pledgor and the Company shall upon the execution
of this Supplemental Pledge by all the parties hereto, proceed and complete the
deposit, approval, registration and record procedures as stated in Section 2.2,
2.3, 2.4 and Section 2.5 of the Agreement.


 


All terms and
conditions contained in the Agreement shall apply to this Supplemental Pledge
as if set out in full in the Supplemental Pledge, having made all necessary
contextual changes.


 


This
Supplemental Pledge shall be governed by the laws of the PRC.


 


24

















 


THE APPENDIX
TO SUPPLEMENTAL PLEDGE


 


PARTICULARS
OF ADDITIONAL EQUITY


 


[to be inserted]


 


25

















 


[SIGNATURE PAGE 1 OF EQUITY INTEREST PLEDGE]


 


IN WITNESS WHEREOF, the parties hereto have caused this Pledge to be
executed by their respective duly authorized signatories as of the day and year
first written above.


 


PLEDGOR:


 


	
  THE COMMON SEAL of

  	
   

  	
  )

  
	
  GRAND
  SUN INTERNATIONAL

  	
   

  	
  )

  
	
  INVESTMENT
  LIMITED

  	
   

  	
  )

  
	
  was affixed to this Pledge

  	
   

  	
  )

  
	
  SIGNED by

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
  in the presence of:

  	
   

  	
  )

  



 

















 


[SIGNATURE PAGE 2 OF EQUITY INTEREST PLEDGE]


 


IN WITNESS WHEREOF, the parties hereto have caused this Pledge to be
executed by their respective duly authorized signatories as of the day and year
first written above.


 


COMPANY:


 


	
  THE COMPANY CHOP of

  	
   

  	
  )

  
	
  TRONY SOLAR SCIENCE & TECHNOLOGY

  	
   

  	
  )

  
	
  DEVELOPMENT LIMITED

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  (深圳市创益科技发展有限公司)

  	
   

  	
  )

  
	
  was affixed to this Pledge and

  	
   

  	
  )

  
	
  SIGNED by

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
  in the presence
  of :

  	
   

  	
  )

  



 

















 


[SIGNATURE PAGE 3 OF EQUITY INTEREST PLEDGE]


 


IN WITNESS WHEREOF, the parties hereto have caused this Pledge to be
executed by their respective duly authorized signatories as of the day and year
first written above.


 


PLEDGEE:


 


	
  SIGNED by

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
  for and on behalf of

  	
   

  	
  )

  
	
  JPMORGAN SPECIAL SITUATIONS

  	
   

  	
  )

  
	
  (MAURITIUS) LIMITED

  	
   

  	
  )

  
	
  in the presence of:

  	
   

  	
  )

  



 

















 


[SIGNATURE PAGE 4 OF EQUITY INTEREST PLEDGE]


 


IN WITNESS WHEREOF, the parties hereto have caused this Pledge to be
executed by their respective duly authorized signatories as of the day and year
first written above.


 


PLEDGEE:


 


	
  SIGNED by

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
  for and on behalf of

  	
   

  	
  )

  
	
  INTEL CAPITAL CORPORATION

  	
   

  	
  )

  
	
  in the presence of:

  	
   

  	
  )

  



 














 


EXHIBIT F


 


FORM OF LEGAL OPINION
OF PRC COUNSEL


 

















 


Exhibit F


 





JINGTIAN & GONGCHENG


ATTORNEYS AT LAW


 


15TH FLOOR, THE UNION PLAZA, NO. 20
CHAOYANGMENWAI DAJIE,


CHAOYANG DISTRICT


 


TEL: (86-10) 6588 2200  FAX: (86-10) 6588 2211


 


To:


 


Trony Solar
Holdings Company Limited


 


JPMorgan
Special Situations (Mauritius) Limited


 


Intel Capital
Corporation


 


Re:
Legal Opinions on Relevant PRC Legal Issues


 


We,
Jingtian & Gongcheng Attorneys at Law (北京市竞天公诚律师事务所), are the legal
counsel in the People’s Republic of China (“PRC”) and have
acted as the PRC legal advisor of Trony Solar Holdings Company Limited (“the Company “) in connection with relevant PRC issues of the
Company’s overseas restructuring exercise, including a series of PRC issues of
the Company’s PRC subsidiary Shenzhen Trony Science and Technology Development
Co., Ltd (深圳市创益科技发展有限公司, the “PRC On-Shore Company”) and a Shenzhen Trony Solar Energy Construction
Material Co., Ltd (深圳市创益太阳能建材有限公司, the “Trony Material”) of which 90% of the equity interests is
registered under the name of the PRC On-shore Company.


 


For
the purposes of giving this opinion, we have examined the


 


(1)          the legal due diligence materials provided by the
Company;


 

















 


(2)          the Transaction Documents as listed in the appendix
of this legal opinion;


 


We
have assumed the genuineness and authenticity of the confirmation made by the
Company and the genuineness and authenticity of all signatures and the
conformity to the originals of all copies (whether or not certified) of these documents
examined by us and the authenticity and completeness of the originals from
which such copies were taken.


 


We
have made no investigation of and express no opinion in relation to the laws of
any jurisdiction other than the PRC. 
This opinion is to be governed by and construed in accordance with the
laws of the PRC and is limited to and is given on the basis of the current law
and practice in the PRC.


 


The
defined terms in this legal opinion are the same as the Series A Proffered
Share Purchase Agreement executed by the parties thereto on September [26],
2008.


 


On
the basis of and subject to the foregoing, we issued the following PRC legal
opinions:


 


Part I
Legal Opinion on the PRC On-Shore Company


 


1.                                       As at the date of this legal opinion, the
sole investor of the PRC On-Shore Company is Grand Sun International Investment
Limited (“HK Off-Shore Company”) which holds 100%
of equity interests of the PRC On-Shore Company; the registered capital of the
PRC On-Shore Company is RMB 140 million and the total investment amount is RMB
200 million; the legal Representative of the PRC On-Shore Company is Li Yi (李毅). The
PRC On-Shore Company is a wholly foreign-owned enterprise duly incorporated,
validly existing and in good standing under PRC laws. The establishment of the
PRC On-Shore Company is in compliance with the laws and regulations of the PRC,
and has gone through the necessary legal procedure.  The transfer of equity interest of the PRC
On-Shore 


 

















 


Company held by the Founder (and other
original shareholders) to the HK Off-Shore Company and the conversion of the
PRC On-Shore Company from a PRC domestic company to a wholly-owned foreign
enterprise (the “Restructuring”) is in compliance
with the laws and regulations of the PRC, and has gone through the necessary
legal procedure.  The Restructuring was
approved by Shenzhen MOFCOM  on Sept. 6, 2006, and does not require
the approval by MOFCOM at central level.


 


2.                                       The HK Off-Shore Company, as the sole investor of the
PRC On-Shore Company, has paid up 43.15% of the
PRC On-Shore Company’s registered capital in accordance with
PRC laws and its articles of association. 
According to
the Shen Dan Bao Zhi  Zi 2007 Nian Di
No.007 (深担保(质)字2007年第007号) entered into
by and between the HK Off-Shore Company and Shenzhen Real Estate Security
Company Limited (深圳市不动产担保股份有限公司) (the “Guarantee Corporation”), 29% of the equity
interests of the PRC On-Shore
Company were pledged
to the Guarantee Corporation as the counter-guarantee for the guarantee
provided by the Guarantee Corporation on a RMB 40 million debts owed by the PRC
On-Shore Company to China Construction Bank Company Limited, Shenzhen Branch (“CCB”),
and the maturity date of the aforesaid RMB 40 million debts is until 11 July 2012.
The rest of the equity interests of the PRC
On-Shore Company is free and clear of any pledge or other
security interest.


 


3.                                       According to the confirmation made by the
Company after our due and careful inquiries with the Company, the PRC On-Shore Company is not in violation of its constitutive
documents or in default in the performance or observance of any material
obligation, agreement, covenant or condition contained in any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or instrument
to which it is a party or by which it or any of its properties may be bound.


 

















 


4.                                       The articles of association of the PRC On-Shore Company are in
compliance with and do not conflict with PRC laws and  have
been respectively duly approved by its shareholder and approved by and duly
filed with the relevant Governmental Authorities and are in full force and
effect and binding upon the PRC On-Shore Company.


 


5.                                       The PRC On-Shore Company is an independent legal person and capable of
enjoying the civil right and assuming the civil duty and liability. It can take
full responsibility for its own profits and losses and assume civil liability
with all of its assets as a wholly foreign-owned limited liability company.


 


6.                                       The HK Off-Shore Company has obtained all necessary licenses, permits,
consents, approvals, authorizations, qualifications, registrations and filings
of any sort (collectively, the “Approvals”)
required under PRC laws from all relevant Governmental Authorities for their
ownership in and control over the PRC On-Shore Company, and no other Approval
is required under PRC laws for such ownership.


 


7.                                       According to the confirmation made by the Company
after our due and careful inquiries with the Company, there are no outstanding rights, privileges, warrants or options to
acquire or instruments convertible into or exchangeable for any equity interest
in the PRC On-Shore Company.


 


8.                                       The PRC On-Shore Company has obtained and updated its
foreign investment enterprise approval certificate, business license, state and
local tax registration certificates, foreign exchange registration IC card and customs registration.


 


9.                                       According to the confirmation made by the
Company after our due and careful inquiries with the Company, the business carried out by the PRC On-Shore Company is within the
business scope permitted under its business license.


 

















 


10.                                 The PRC
On-Shore Company has the corporate power and all necessary governmental authorizations
to own, lease, license and use its
properties, assets and conduct its business as presently conducted and such
governmental authorizations contain no materially burdensome restrictions other
than the completion of annual inspection formalities conducted by relevant
government authorities.


 


11.                                 According to the confirmation made by the
Company, the PRC On-Shore Company has no reason to
believe that any regulatory body is considering modifying, suspending or
revoking any such governmental authorizations, and the PRC On-Shore Company is
in compliance with the provisions of all such governmental authorizations in
all material respects.


 


12.                                 According to the confirmation made by the
Company after our due and careful inquiries with the Company, the PRC On-Shore Company is not, or has not been since its
establishment, in violation of its articles of association, its business
licenses or is, or has been punished by any Governmental Authorities due to its
violation of the PRC laws.


 


13.                                 The PRC On-Shore Company has obtained and currently holds all Approvals
from all relevant Governmental Authorities having jurisdiction over them, which
are required for the due and proper conduct of its business in the manner
presently conducted.  None of such Approvals
has expired or been revoked, and according to the Confirmation made by the Company
after our due and careful inquiries with the Company, the PRC On-Shore Company has not received any letter or notice from any
Governmental Authority asserting that any such Approval is, will or may be void
or nullified due to any reasons, or that any additional Approvals are, will or
may be needed or be required to conduct its business in accordance with its
business license.


 


14.                                 According to the confirmation made by the
Company after our due and careful inquiries with the Company, there are no outstanding guarantees or contingent payment obligations of
the PRC On-Shore Company.


 

















 


15.                                 According to the confirmation made by the Company after our
due and careful inquiries with the Company, no
step has been, or is being taken, and no legal or administrative proceedings
has been commenced or threatened against, and no order or resolution has been
passed with respect to  the bankruptcy, winding-up, dissolution,
liquidation or elimination of the PRC On-Shore Company.


 


16.                                 The PRC On-Shore Company and the Founder are capable of suing and being
sued and can be the subject of any legal proceedings in PRC courts.  None of the PRC On-Shore Company, the  Founder, nor
any of their properties is entitled to any immunity on the ground of
sovereignty from any action, suit or other legal proceedings or from
enforcement, execution or attachment.


 


17.                                 The PRC On-Shore Company is the legally registered holder of land use
rights with the
certificate number 6000189500 and 6000215912
to the land located at Baolong Industrial Zone,
Longgang District, Shenzhen(深圳市龙岗区宝龙工业城)
(the “Land”). According
to the Shen Dan Bao (Wei) Zi 2007 Nian Di No.007 (深担保(委)字2007年第007号) entered into by and between the HK Off-Shore
Company and the Guarantee Corporation, the Land was mortgaged to the Guarantee
Corporation as the counter-guarantee for the guarantee provided by the
Guarantee Corporation on a RMB 40 million debts owed by the PRC On-Shore Company to CCB.  The
maturity date of the aforesaid RMB 40 million debts is until 11 July 2012.
 Except for this mortgage, the Land is free and clear of any other mortgages, liens or third party claims.
The land use rights to the Land were duly obtained and fully paid up in
accordance with PRC laws, and the term of such land use rights extends from  10
August 2005  until 09 August 2055 and from 10 April 2006
until 9 April 2056 respectively.  The PRC On-Shore Company has obtained all
Approvals required as of the date of this Opinion in connection with the
construction of the buildings on the Land.


 

















 


18.                                 The PRC On-Shore Company has valid leasehold interests in all of its
leased real estate, and according to the confirmation made by the Company our due and careful inquiries with the Company, has valid
title to all material personal property owned by it, in each case free and
clear of all liens, encumbrances, third party rights or interests, defects or
any other restrictions; and any of the real estate and buildings held under
lease by the PRC On-Shore Company are held by it under valid and enforceable
leases in full force and effect and according to the confirmation made by the Company
after our due and careful inquiries with the Company, no material default (or event which with notices or lapse of time, or
both, would constitute such a default) by the PRC On-Shore Company has occurred
and is continuing under any of such leases.


 


19.                                 According to the confirmation made by the
Company our due and careful inquiries with the Company, the PRC On-Shore Company is not in violation of any applicable Law
relating to the environment or occupational health and safety (collectively, “Environmental
Laws”), and the PRC On-Shore Company is
currently going through annual inspection with relevant environmental authority
for its Pollutant Discharge Permit and the result of such annual inspection
will be revealed on 5 October 2008.  Except for
this permit which is held by relevant
environmental authority for purpose of annual inspection, the PRC On-Shore Company has obtained all necessary assessment, approval, certificate, license
and permit required under the Environmental Laws.  No material expenditures are or will be
required in order to comply with any existing Environmental Laws.


 


20.                                 Each of the
Intellectual Property set forth in the Schedule of Exceptions is either legally owned or applied for
registration by Li Yi (李毅), Kong Weimin (孔维民) or the PRC On Shore Company respectively. Except for
patents numbered ZL 03 1 34829.7,ZL 94 2 43121.9,ZL 2007 2 0118501.5,ZL 94 3 04729.3,ZL 94 3
03710.7 and ZL 2007 3 0130817.1 owned by Li Yi and patent numbered 91 2 25233.2
owned by Kong Weimin as set forth in the Schedule of Exceptions, the other
patents set 


 

















 


forth in the
Schedule of Exceptions  are  under two patent license agreements executed
by Li Yi (李毅) and the PRC On-Shore Company, according to which,
the PRC On-Shore Company is licensed to use these patents. However, these two
patent license agreements still have not been filed with relevant patent
registration authority and therefore we cannot ensure that relevant patent
registration authority or PRC courts will confirm the validity of these two
agreements when there are disputes in relation to these two agreements.  According to
the confirmation made by the Company, none
of the PRC On-Shore Company or the Founder has received any notice of
infringement of or conflict with asserted rights of others with respect to such
Intellectual Property, and none of the PRC On-Shore Company and the Founder is
in violation or infringement of any proprietary asset or Intellectual Property
of any other Person under PRC laws.


 


21.                                 The form of labor contract provided by the Company which was entered into by the PRC On-Shore Company with one of its
employee (i) is legal, binding and enforceable under
PRC laws against each party thereto upon the execution by each party thereof in
accordance with its terms and (ii) does
not and will not violate or result in a breach of or a default under any
provision of any current applicable PRC laws.


 


22.                                 According to the confirmation made by the
Company, except as disclosed in the Schedule of Exceptions, there is no other claim, litigation,
arbitration, administrative proceedings, or other legal process pending or
threatened against the Founder, the Company, the HK Off-Shore Company or the
PRC On-Shore Company before any court arbitration tribunal or Governmental
Authority in the PRC. According to the confirmation made by the Company, there is no claim, litigation, arbitration, administrative proceedings,
or other legal process pending or to our knowledge threatened against the PRC
On-Shore Company’s activities, properties or assets or, against any senior officer,
director or key employee of the PRC On-Shore Company in
connection with such officer’s, director’s or 


 

















 


employee’s relationship with, or actions
taken on behalf of the PRC On-Shore Company.


 


23.                                 Subject to the disclosures in the Schedule
of Exceptions, all of the individual
income Taxes and statutory social insurance contributions required by PRC laws
have been withheld and paid for the employees of the PRC On-Shore Company in
accordance with their monthly salaries pursuant to applicable standards and
rates.  Except a labor dispute with Yang Yingjuan of the PRC On-Shore Company as disclosed in the Schedule of Exceptions which is still pending for
the final judgment, the PRC On-Shore Company
has no other labor related problems in connection with any union organization
activities threatened or actual strikes or work stoppages.


 


24.                                 According to the confirmation made by the
Company after our due and careful inquiries with the Company, there are no examinations or audits of any Tax returns or reports of the
PRC On-Shore Company by any PRC Governmental Authority, and the PRC On-Shore
Company has duly filed all required Tax returns, statements, reports,
declarations including but not limited to business Tax filings and corporate
income Tax returns.  According to the confirmation made by the
Company after our due and careful inquiries with the Company, there is no action, suit, proceeding, audit, claim or assessment pending
in the PRC with respect to Taxes payable by the PRC On-Shore Company or with
respect to any Tax return or filing required to be filed by any of them, and
there no liens for Taxes upon the assets of the PRC On-Shore Company.  All Taxes owed and due by the PRC On-Shore
Company have been fully and timely paid.


 


Part II
Legal Opinion on the Trony Material


 


25.                                 As at the date of this legal opinion, the
shareholding structure of the Trony
Material is that the
PRC On-Shore Company holds 90% of the equity interests and Zhang Yiying (张艺影) holds 10% of equity interests of Trony
Material; the
registered capital of the Trony Material is RMB 3.5 million; 


 

















 


the legal representative
of the Trony Material is Li Yi (李毅). Trony Material is a limited liability company duly incorporated, validly existing and in good standing under PRC
laws. The establishment of Trony Material is in compliance with the laws and
regulations of the PRC, and has gone through the necessary legal
procedure.  According to relevant Investment Agreement, the 90%
of the equity interests of Trony Material held by the PRC On-Shore Company was
on behalf of Zhang Yiying and Zhang Yiying is the beneficiary owner of this 90%
of equity interests of Trony Material and therefore the 100% owner of equity
interests of Trony Material.


 


26.                                 Zhang Yiying (张艺影)  have
fully paid up Trony Material’s registered capital (directly and through the PRC On-Shore
Company) in accordance with PRC laws  and
all of the equity interests of Trony
Material is free and clear of any pledge or other security interest.


 


27.                                 According to the confirmation made by the
Company, Trony Material is not in violation of
its constitutive documents or in default in the performance or observance of
any material obligation, agreement, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which it is a party or by which it or any of its properties may
be bound.


 


28.                                 The articles of association of Trony Material are in compliance with
and do not conflict with PRC laws and  have been
respectively duly approved by its shareholders and filed
with the relevant Governmental Authorities and are in full force and effect and
binding upon Trony Material.


 


29.                                 Trony Material is an independent legal person and capable of enjoying
the civil right and assuming the civil duty and liability. It can take full responsibility
for its own profits and losses and assume civil liability with all of its
assets as a wholly foreign-owned limited liability company.


 






 










 


30.                                 According to the confirmation made by the
Company after our due and careful inquiries with the Company: (1) Trony Materials has no interest in or claim against any of
the Group Companies; (2) Trony Materials has no connection with and has no
business relations with any of the Group Companies; and (3) the business
Trony Materials currently engages in is not in competition with that of the PRC
On-Shore Company.


 


31.                                 The Zhang Yiying have
obtained all approvals  required under PRC laws from all
relevant Governmental Authorities for her  ownership in and control over Trony Material,
and no other Approval is required under PRC laws for such ownership.


 


Part III
Legal Opinion on the Transaction Documents and Transactions Contemplated
thereunder


 


32.                                 Each of the PRC On-Shore Company, the Founder, the Key Employees, and
Jinjiang City Weili Weaving Manufacturing Industry Co. Ltd. (晋江市威立织造实业有限公司) (the “Creditor”)  has full power and authority to enter into,
execute and deliver each Transaction Document to which it is a party.  The execution and delivery by the PRC
On-Shore Company, the Founder, the Key Employees, and the Creditor, of such
Transaction Documents and the performance of its obligations thereunder have
been or will be duly authorized by all requisite corporate action as required under
PRC Laws and its articles of association. 
The Transaction Documents constitute the legal, valid and binding
obligations of the PRC On-Shore Company, the Founder, the Key Employees and the
Creditor in accordance with the terms thereof. The performance of the
obligations and the consummation of the transactions contemplated under the
Transaction Documents will not conflict with, result in a breach or violation
of or imposition of any lien, charge or encumbrance upon any property or assets
of the PRC On-Shore Company pursuant to (i) the articles of association
(or other constitutive document) of the PRC On-Shore Company, (ii) the
term of any indenture, contract, lease, mortgage, deed of trust, note
agreement, loan 


 

















 


agreement or other agreement,
obligation, condition, covenant or instrument governed by the laws of the PRC
to which the PRC On-Shore Company is a party or bound or to which its or their
property is subject, or (iii) any PRC statute, law, rule, regulation,
judgment, order or decree applicable to the PRC On-Shore
Company of any PRC court, regulatory body, administrative agency, governmental
body, arbitrator or other authority having jurisdiction over the PRC On-Shore
Company or any of its properties.  No
consents, approval, authorization, filing with or order of any court or
governmental agency or body is required in the PRC in connection with the
transactions contemplated in the Transaction Documents, except for the Shenzhen
MOFCOM’s approval
and Shenzhen SAIC’s registration on the pledge of relevant equity interests of
the PRC On-Shore Company and those as have
been obtained.


 


33.                                 The Provisions on Mergers and Acquisition of Domestic Enterprises by
Foreign Investors effective on September 8, 2006 (关於外国投资者并购境内企业的规定) (the “M&A
Rules”) do not apply to the existing structure and the transactions
contemplated by the Transaction Documents.


 


34.                                 Each of the PRC Resident, i.e., the Founder,
Li Ying and Zhang Yiying, as the ultimate shareholders of the Company, either
legal or beneficial, has fufilled his obligations of foreign exchange
registration under Circular on Issues
Relating to the Administration of Foreign Exchange of Company Financing through
Offshore Special Purposes Vehicles and Round-Trip Investment by PRC Residents 国家外汇管理局关于境内居民通过境外特殊目的公司融资及返程投资外汇管理有关问题的通知[汇发2005]75号  issued
by the State Administration on Foreign Exchange, and its implementation rules 75 号文操作规程 (汇综发[2007]106号)  (collectively
“Circular 75”) in relation to the establishment of the
overseas entities in connection with the Restructuring. However, Li
Yi, Li Ying, Zhang Yiying and Chen Yixiang (who haven’t registered with SAFE)
need to update relevant registrations to reflect changes on the Company, the HK
Off-Shore Company and the Management Holding Companies.   Each of the ultimate shareholders, of 


 

















 


the Company,
including but not limited to Li Yi, Li Ying, Zhang Yiying, and Chen Yixiang,
shall file with SAFE for changes in connection with the transactions
contemplated under the Transaction Documents in accordance with Circular 75.


 


35.                                 No transaction taxes, stamp duties, or other similar documentary taxes
or duties are and will be payable in the PRC in accordance with (i) the
execution, delivery or enforcement of the Transaction Documents or (ii) the
creation, offer, allotment, issuance or conversion of the Series A
Convertible Redeemable Preferred Shares.


 


36.                                 Payments under the Transaction Documents, proceeds of enforcement of
the Transaction Documents and the proceeds of any arbitration award or judgment
obtained in respect of the Transaction Documents may be remitted to the
Purchasers outside of the PRC subject to relevant approvals by relevant foreign exchange
administration authorities.  All amounts payable by the PRC On-Shore
Company to the Purchasers under the Transaction Documents may be paid in the
currency in which these amounts are expressly stated to be payable.


 


37.                                 None of the Purchasers is required to be licensed, qualified or
otherwise entitled to carry on business in the PRC in order to execute, deliver
or enforce rights under any of the Transaction Documents.  The Purchasers will not be deemed to be
resident, domiciled, carrying on business or subject to Taxation in the PRC
only by reason of the negotiation, preparation, execution, delivery,
performance or enforcement of the Transaction Documents, their ownership of the
Series A Convertible Redeemable Preferred Shares upon closing of the
transactions contemplated in the Transaction Documents, or their indirect
ownership of the PRC On-Shore Company.


 


38.                                 The choice of the substantive laws of the Hong Kong Special
Administrative Region of the PRC, the Cayman Islands, or the PRC, to govern the
Transaction Documents, as each selected in each Transaction 


 

















 


Document, is valid choice of law under
PRC laws.  The submission to arbitration
to the Hong Kong International Arbitration Centre in Hong Kong does not
contravene PRC laws.


 


39.                                 The competent courts of the PRC would recognize and enforce a final and
conclusive arbitral award obtained in Hong Kong in accordance with the
Transaction Documents against the PRC On-Shore Company or the Founder as
applicable unless
otherwise provided by article 7 of the Arrangement on the Reciprocal Enforcement
of Arbitration Awards between Mainland and Hong Kong promulgated by the Supreme
People’s Court of PRC on 24 January 2000.


 


40.                                 Each of the Transaction Document which is
governed by PRC laws is legal and valid and enforceable under PRC laws subject
to requisite governmental approvals as expressly provided in relevant Transaction
Document.  The HK Charge Agreement (i.e.
the Equity Interest Pledge by and amongst the HK Off-Shore Company, the PRC
On-Shore Company and the Purchasers) will become effective upon duly executed by
all the parties thereto.  The security under
the HK Charge Agreement shall come into effect after the HK Charge Agreement is
approved by the Shenzhen MOFCOM and registered with the Shenzhen SAIC.


 


41.                                 Except for consent from the Guarantee
Corporation for distribution of dividend over RMB 1 million, none of CCB’s or
the Guarantee Corporation’s consents are required in order to carry out the
transactions contemplated under any of the Transaction Document.  The shareholder’s loan from the Company to
the PRC On-Shore Company as planned under the Transaction Documents does not require
consent from CCB or the Guarantee Corporation.


 


Part III
Shenzhen Hongquan Share Transfer


 


42.                                 On March 15, 1997, Shenzhen Hongquan Machinery Co., Ltd (深圳鸿泉机械有限公司, “Shenzhen Hongquan”), which held 38% of the equity 


 

















 


interests in the PRC On-Shore Company
entered into a Share Transfer Agreement with Li Yi, according to which,
Shenzhen Hongquan agreed  to transfer 38%
of the equity interests in the PRC On-Shore Company (the “Transferred Shares”)
to Li Yi with a consideration of RMB 1.14 million.  On June 16, 1997, Shenzhen Great Wall
Public Certified Accountants issued an Asset Valuation Report numbered (Shen
Chang Gu Zi [1997] No.001) which confirmed that as at December 31, 2006,
the net assets of the PRC On-Shore Company was RMB 445,019.08, accordingly the
correspondent appraised value to the Transferred Shares is RMB 169,107.25.
According to the Asset Valuation 
Qualification Certificate (资产评估资格证书) numbered Zhong Lin 98 issued by the
former State Own Assets Administration Bureau on January 21, 1997,
Shenzhen Great Wall Public Certified Accountants is qualified for the assets
valuation of state owned assets.


 


On July 4th, 1997, the aforesaid share
transfer was registered with Shenzhen SAIC.


 


We noticed that Shenzhen Hongquan was a foreign
investment enterprise of which 75% of the equity interests was owned by 中国机床总公司, a state own enterprise.


 


According to the confirmation made by the
Company, as Shenzhen Hongquan’s business license was already revoked by
Shenzhen SAIC and the aforesaid share transfer was taken place at 11 years ago,
it is not possible for the Company to obtain any proof to verify whether
Shenzhen Hongquan obtained relevant approval and confirmation and the aforesaid
asset valuation results from 中国机床总公司 or higher state asset administration authorities in relation to the
aforesaid share transfer.


 


We also noticed that according to article 2 of
the aforesaid share transfer, Shenzhen Hongquan “guarantees that it has full
and valid disposal right in relation to shares transferred to Party B (note: Li
Yi)”.


 

















 


Based on the above, although the Company cannot
provide proof that whether or not there are relevant approval and confirmation
and the aforesaid asset valuation results from 中国机床总公司 or higher state asset administration authorities in relation to the
aforesaid share transfer, we understand that, as:


 


1. the aforesaid share transfer was based on
the assets valuation made by public certified accountants qualified for the
assets valuation of state owned assets;


 


2. the consideration exceeded 6 times of the
appraised price of the Transferred Shares;


 


3. it has been 11 years since the registration
of the aforesaid Share Transfer;


 


4. Shenzhen Hongquan guaranteed that “it has
the full and valid disposal right in relation to
shares transferred to Party B (note: Li Yi)” in article
2 of the share transfer agreement which was registered with Shenzhen SAIC.


 


5. The aforesaid share transfer has been duly
registered with Shenzhen SAIC, which is the competent governmental authority
in relation the registration of share transfer.


 


the share transfer agreement, according to which Li Yi
acquired the Transferred  Shares is legal
and valid under PRC laws


 

















 


	
  (Signature Page)

  



 


 


	
   

  	
  Jingtian & Gongcheng Attorneys at
  Law

  



 

















 


Appendix: the
Transaction Documents


 


(1)          TRONY
SOLAR HOLDINGS COMPANY LIMITED SERIES A PREFERRED SHARE PURCHASE AGREEMENT
dated September 26, 2008


 


(2)          TRONY
SOLAR HOLDINGS COMPANY LIMITED INVESTORS’ RIGHTS AGREEMENT dated September 26,
2008


 


(3)          THE
COMPANIES LAW REVISED OF THE CAYMAN ISLANDS EXEMPTED COMPANY LIMITED BY SHARES
AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TRONY SOLAR HOLDINGS COMPANY
LIMITED dated September 26, 2008


 


(4)          SHARE
CHARGE BY SKY SENSE INVESTMENTS LIMITED (as Chargor) AND TRONY SOLAR HOLDINGS
COMPANY LIMITED (as the Company) IN FAVOUR OF JPMORGAN SPECIAL SITUATIONS
(MAURITIUS) LIMITED AND INTEL CAPITAL CORPORATION (as Chargees) dated September 26,
2008


 


(5)          SHARE
CHARGE OVER 1,325 ORDINARY SHARES IN THE SHARE CAPITAL OF GRAND SUN
INTERNATIONAL INVESTMENT LIMITED dated September 26, 2008


 


(6)          EQUITY
INTEREST PLEDGE by and among GRAND SUN INTERNATIONAL INVESTMENT LIMITED (新阳国际投资有限公司) as Pledgor TRONY SOLAR SCIENCE &
TECHNOLOGY DEVELOPMENT LIMITED (深圳市创益科技发展有限公司) as Company and JPMORGAN SPECIAL
SITUATIONS (MAURITIUS) LIMITED and INTEL CAPITAL CORPORATION as Pledgees Dated September 26,
2008


 


(7)          深圳市创益科技发展有限公司劳动合同


 


(8)          深圳市创益科技发展有限公司保密、专有信息和竞业限制协议


 

















 


(9)   INTELLECTUAL PROPERTY LICENSE AGREEMENT Between Li Yi (李毅)And Trony Solar
Science and Technology Development Limited (深圳市创益科技发展有限公司) dated September 26, 2008


 


(10)    SUBORDINATION
AGREEMENT Dated September 26, 2008


 


(11)    ESCROW
AGREEMENT dated September 26, 2008


 


(12)    THE
INDEMNIFICATION AGREEMENT


 














 


EXHIBIT G


 


FORM OF LEGAL OPINION
OF HONG KONG COUNSEL


 

















 


Exhibit G


 


	
  26 September 2008

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (1)

  	
  JPMorgan Special Situations (Mauritius) Limited

  	
  Your Ref:

  	
  Please advise.

  
	
   

  	
  Global Special Opportunities Group Middle Office

  	
   

  	
   

  
	
   

  	
  26/F Chater House

  	
  Our Ref:

  	
  JFC/JR

  
	
   

  	
  8 Connaught Road

  	
   

  	
   

  
	
   

  	
  Central, Hong Kong

  	
  Direct Dial:

  	
  (852) 2905 7688/

  
	
   

  	
   

  	
   

  	
  (852) 2905 7612

  
	
   

  	
  Attn: Ms. Angelica Siu

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
  Intel Capital Corporation

  32/F, Two Pacific Place

  88 Queensway

  Central, Hong Kong



  Attn: APAC Portfolio Management

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Party (1) and (2) are collectively referred to

  as the “Investing Parties”)

  	
   

  	
   

  



 


Dear
Sirs,


 


Investment in Trony Solar Holdings Company Limited (the “Company”)


 


1.                                       We have been asked to provide a legal
opinion in connection with the following documents under Hong Kong law:-


 


a Series A Preferred Share Purchase Agreement,
dated the date hereof, among the Company, Grand Sun International Investment
Limited (the “HK Company”),  the investing Parties and others (the “Share Purchase Agreement”);


 


an Investors’ Rights Agreement, dated the date hereof,
among the Company, the Investing Parties and certain other shareholders of the
Company (the “Investors’ Rights Agreement”);


 


an Escrow Agreement, dated the date hereof, by and
among the Company , the Investing Parties”, and JPMorgan Chase Bank, N.A. as
Escrow Agent (the “Escrow Agreement”);


 


a Share Charge, dated the date hereof, among the
Company and the Investing Parties conferring a charge over the shares of the HK
Company (the “Share 


 


1

















 


Charge” and, together with the Share Purchase Agreement, the
Investors’ Rights Agreement and the Escrow Agreement, the “Hong Kong Law Transaction Documents”).


 


You
have also asked us to opine on certain Hong Kong law aspects of an Equity
Interest Pledge (the “PRC Share Charge”),
dated the date hereof, among the HK Company, the Investing Parties and Trony
Solar Science & Technology Development Limited, a PRC corporation (the
“PRC WFOE”).


 


2.                                       We confirm that we are lawyers qualified
to practise in Hong Kong and qualified to give this Opinion.


 


3.                                       For the purpose of this Opinion, we have
examined the following documents:


 


a copy of the executed Share Purchase Agreement;


 


a copy of the executed Investors’ Rights Agreement;


 


a copy of the executed Share Charge;


 


a copy of the executed Escrow Agreement;


 


a copy of the executed PRC Share Charge;


 


(i)                                   a copy of the latest form of Memorandum
and Articles of Association of the HK Company filed with the Companies Registry
(“Memorandum and Articles”);


 


(ii)                                a copy of the Certificate of
Incorporation of the HK Company dated 3 August, 2006 (“Certificate of Incorporation”);


 


(iii)                             a copy of the Business Registration
Certificate of the HK Company stated thereon to be valid until 8 February, 2009
(the “Business Registration Certificate”);


 


(iv)                            a copy of the written resolutions dated
25 September 2008 of (i) the HK Company’s members, and (ii) the
directors of the HK Company, inter alia,
approving and authorising (as applicable) certain changes to the share capital
of the Company and the issuance of additional shares to the sole shareholder
(the “Capital Restructuring Resolutions”);


 


2

















 


(v)                               a copy of the written resolutions dated 25
September, 2008 of the HK Company’s directors, inter
alia, approving and authorising (as applicable) the terms of the Hong
Kong Law Transaction Documents, and authorising the execution thereof by the
Company (the “Director’s Resolutions”);


 


(vi)                            a copy of the written resolutions dated
25 September 2008 of the HK Company’s members, inter alia, approving and authorising (as applicable) the
terms of the Hong Kong Law Transaction Documents to which the HK Company is a
party and the PRC Share Charge, and authorising the execution thereof by the
Company (the “Member’s Transaction Resolutions”);


 


results of winding up searches conducted under the
online system of the Official Receiver’s Office of Hong Kong against the HK Company
on 26 September 2008
(the “Winding-up Search”);


 


results of companies searches relating to the HK Company
conducted under the online system of the Companies Registry in Hong Kong on  26 September 2008
(the “Companies Registry Search”);


 


records of Target On-Line Financial Ltd. (a private
computer search service) based on the litigation searches of the Cause Book of
the Registry of the High Court, District Court and Small Claims Tribunal of
Hong Kong conducted against the HK Company on 26 September 2008 (the “Litigation Search” and, together with the
Winding-up Search and the Companies Registry Search, the “Searches”);


 


statements of financial assistance for the acquisition
of shares on Companies Registry Form SC7 and Form SC8 (together the “Statements”) signed by all of the directors
of, the HK Company in respect of the Form SC7, and, in respect of the Form SC8,
a majority of the directors of the Company (together the “Whitewash Companies”); and


 


a Certificate of Change Of Name of Super Bonus Limited
to Trony Solar Holdings Company Limited issued by the Registry of Companies,
Cayman Islands.


 


4.                                       Save as listed above in this Opinion, we
have not, for the purpose of this Opinion, reviewed or examined any other
document in connection with the transactions contemplated by the Hong Kong Law
Transaction Documents and have made no other enquiries or searches concerning
any of the parties to the Hong Kong Law Transaction 


 


3

















 


Documents
including the schedules, exhibits and attachments thereto and documents
referred to therein and offer no advice or comments as to the legality or
enforceability of such documents.


 


5.                                       We have reviewed the Hong Kong Law
Transaction Documents only insofar as was necessary for the purpose of giving
this Opinion and not with regard to the commercial aspects of the transactions
evidenced thereby or their general compliance with market practice.


 


6.                                       Based on the assumptions set out in
Section 9 and subject to the qualifications as set out in Section 7,
we are of the opinion that:-


 


The HK Company is a limited liability company duly
incorporated under the Companies Ordinance (Chapter 32 of the Laws of Hong
Kong) and validly existing under Hong Kong laws.


 


The HK Company is capable of suing and being sued, and
has appropriate power and authority to own its property and assets and carry on
its business in accordance with the Memorandum and Articles, and to execute,
deliver and perform its obligations under the Hong Kong Law Transaction
Documents to which it is a party and the PRC Share Charge.


 


The HK Company has taken all necessary corporate and
other actions required to authorise the execution, delivery and performance of
the Hong Kong Law Transaction Documents to which it is a party and the PRC
Share Charge.  The Hong Kong Law
Transaction Documents to which it is a party and the PRC Share Charge have been
duly authorized, executed and delivered by the HK Company in accordance with
the Memorandum and Articles and the laws of Hong Kong.


 


Based on the Companies Registry Search and a review of
the Memorandum and Articles and the Capital Restructuring Resolutions the HK
Company has an authorised share capital of HK$10,000.00 divided into 1,000,000
ordinary shares of HK$0.01 each, of which 10,000 ordinary shares have been
validly issued and are fully paid and are registered in the name of Trony Solar
Holdings Company Limited.


 


The execution, delivery and performance of the Hong
Kong Law Transaction Documents and the PRC Share Charge by each of Mr. Li
Yi (the “Founder”), the Company, the HK Company or the PRC WFOE (the “Relevant
Parties”) to which it is a party does not violate any Hong Kong law or any
order, rule or regulation of any Hong Kong governmental agency or body
having jurisdiction over it or (in 


 


4

















 


the case of the HK Company) its Memorandum and
Articles of Association.


 


Save as set out in the following paragraph, no
consent, approval, authorization, filing, registration, order or clearance or
validation of, or exemption by, or with any Hong Kong court or any Hong Kong
government authority or regulatory agency or judicial authority is required in
connection with the execution, delivery, performance, validity, legality or
enforceability of the Hong Kong Transaction Documents and the PRC Share Charge,
and it is not necessary for the Hong Kong Transaction Documents, the PRC Share
Charge or any instrument relating thereto to be notarized by, or registered,
filed or recorded with any Hong Kong court or Hong Kong government authority or
regulatory agency or judicial authority to ensure the validity, legality,
enforceability or admissibility of the Hong Kong Transactions Documents, the
PRC Share Charge and the transactions contemplated therein.


 


With respect to the PRC
Share Charge, if it constitutes a charge on book debts or such other charges
registrable under section 80(2) of the Companies Ordinance (Chapter 32 of
the Laws of Hong Kong), the PRC Share Charge and its particulars should be
delivered to the Companies Registry in Hong Kong for registration in the manner
required by the Companies Ordinance within 5 weeks after the date of its
creation. Registration does not confer priority over
the secured asset. Priority of competing charges is governed by common law
rules and the Section 80 Companies Ordinance registration requirement
does not provide any assurance to that the chargor has not, in the previous
five weeks, created other charges. A legal interest acquired for value and
without notice overrides a prior equitable interest, there is no right to tack
further advances after notice of a subsequent charge.


 


As a matter of Hong Kong law, the Share Charge creates
a valid security interest over the shares of the HK Company enforceable in
accordance with their terms.  Under Hong
Kong law, the security interest created by the Share Charge will have priority
over claims by third parties (other than those preferred by law) including any
liquidator or a creditor of the Company.


 


No stamp or registration or other issue or transfer
taxes or duties or charges and no capital gains, income, withholding or other
taxes are imposed by any governmental agency or authority in Hong Kong or
payable under the laws of Hong Kong in connection with the execution, delivery
and performance of the Hong Kong Law Transaction Documents, other than for registration
of the Share Charge and enforcement of the Share Charge.


 


There are no restrictions on the exchange of Hong Kong
dollars under current 


 


5

















 


Hong Kong law and accordingly Hong Kong dollars are
freely exchangeable into or from any other freely convertible currency.


 


Payments under the Hong Kong Law Transaction
Documents, proceeds of enforcement of the Hong Kong Law Transaction Documents
and the proceeds of any arbitration award or judgment obtained in respect of
the Hong Kong Law Transaction Documents may be remitted to the Investing
Parties outside of Hong Kong without restriction and without the need to obtain
any approvals of any governmental department or agency in Hong Kong.  All amounts payable to the Investing Parties
under the Hong Kong Law Transaction Documents may be paid in the currency in
which these amounts are expressly stated to be payable.


 


No deductions or withholdings in Hong Kong are
required by current applicable Hong Kong laws to be made from genuine payments
of dividends from the HK Company to its shareholder.


 


According to the results of the Searches only, as at
the date hereof, there is no record of any order or resolution for the
winding-up of the HK Company or any notice of the appointment of a receiver of
any of the properties or assets of the HK Company in Hong Kong and the
Winding-Up has not revealed any petition for the winding-up of the HK Company.


 


None of the Investing Parties is required to be
licensed, qualified or otherwise entitled to carry on business in the Hong Kong
in order to execute, deliver, or perform under any of the Hong Kong
Law Transaction Documents.


 


The choice of Hong Kong law as the governing law of
the Hong Kong Law Transaction Documents is a valid choice of law and can be
recognized and given effect to in any action brought before a court of
competent jurisdiction in Hong Kong.


 


The submission in the Hong Kong Law Transaction
Documents by the parties to arbitration in the manner set out in
Section 7.18 of the Series A Preferred Share Purchase Agreement is
valid, legal and binding on it and the award of such arbitration is enforceable
against it in accordance with its terms.


 


Qualifications


 


7.                                       This opinion is subject to the following
qualifications:-


 


6

















 


we express no opinion on any documents referred to in
the Hong Kong Law Transaction Documents which are not part of the documents
reviewed by us for the purpose of giving this opinion;


 


except as expressly stated in this opinion, we have
not for the purposes of giving this opinion examined any contracts, instruments
or other documents into which the HK Company or any other party may have
entered or by which any of them or their respective assets may be bound nor
have we made any other enquiries concerning the HK Company or any other party;


 


the Searches are not capable of revealing conclusively
whether any information or documents which may be required to be filed or have
been filed or placed on the public record as documents may not be immediately
filed and even if filed may not be immediately registered or entered onto the
public records or databank of the relevant company;


 


certain equitable remedies such as injunction and
specific performance are available only at the discretion of the courts of Hong
Kong and are not normally available where damages would be an adequate
alternative.  In addition, the exercise
of legal rights may be affected by equitable considerations;


 


claims may be or become time barred or otherwise
limited by prescription or lapse of time or be or become subject to defences of
set-off or counterclaims or abatement and failure to exercise a right or rely
on a provision promptly may operate as a waiver of that right or provision
notwithstanding any terms of the Hong Kong Law Transaction Documents to the
contrary;


 


(i)                                   where any obligations governed by the
laws of Hong Kong are to be performed, observed or based upon a matter in a
jurisdiction outside Hong Kong, they may not be enforced by the courts of Hong
Kong to the extent that such performance would be illegal or ineffective under
the laws or regulations, or contrary to public policy, in that jurisdiction;


 


(ii)                                where any obligations are governed by the
laws of a jurisdiction outside Hong Kong, they may not be enforced by the
courts of Hong Kong to the extent that performance thereof would be illegal or
ineffective under the laws or regulations, or contrary to public policy, in
that jurisdiction and/or Hong Kong;


 


whilst the Hong Kong courts have the power to render
judgments in foreign currencies, they may not necessarily do so and we express
no opinion in this 


 


7

















 


respect.  A
court in Hong Kong may or may not give effect to any currency indemnity and may
grant judgment in a currency other than that stipulated in conversion
provisions contained in the Hong Kong Law Transaction Documents;


 


a court in Hong Kong might not enforce the provisions
of the Hong Kong Law Transaction Documents to the extent that the same provide
an indemnity for, or reimbursement of, legal costs incurred by an unsuccessful
litigant; or where the court itself has made an order for costs or which would
involve the enforcement of foreign revenue or penal laws.  Furthermore, it is possible that a court in
Hong Kong would hold that a judgment on any Hong Kong Law Transaction Document
whether given in the court in Hong Kong or elsewhere, would supersede such Hong
Kong Law Transaction Document to all intents and purposes, so that any
obligations of such Hong Kong Law Transaction Document which would, by its
terms, purport to survive such a judgment might not in fact be held to do so;


 


a Hong Kong court may not allow any sums to be
recovered pursuant to contractual provisions which impose increased rates of
interest or additional financial penalties to the extent to which they are
regarded as amounting to a penalty and not a genuine and reasonable
pre-estimate of loss.  Further, a court
in Hong Kong may order payment of interest after judgment at a rate that
differs from that provided or to be provided in the Hong Kong Law Transaction
Documents;


 


a certificate, determination, notification,
calculation or opinion of any person under any Hong Kong Law Transaction
Document as to any matters might be held by the courts in Hong Kong not to be
final, conclusive or binding if it could be shown to have an unreasonable or
arbitrary basis, or in the event of manifest error and where any person is
vested with a discretion or may determine a matter in its opinion, the law of
Hong Kong may require that such discretion is exercised reasonably or that such
opinion is based on reasonable grounds;


 


the severability of provisions of the Hong Kong Law
Transaction Documents is, as a matter of Hong Kong law, at the discretion of
the court; accordingly we express no opinion as to the enforceability or
validity of any provision in the Hong Kong Law Transaction Documents regarding
severability;


 


a Hong Kong court may stay proceedings or decline to
accept jurisdiction if concurrent proceedings are being brought elsewhere or
where it is shown that there is some other forum, having competent
jurisdiction, which is more appropriate for the trial of the action.  Further, a Hong Kong court may order a 


 


8

















 


plaintiff who is not ordinarily resident in Hong Kong
to provide security for costs;


 


we express no opinion on how courts or arbitration
panels in countries outside Hong Kong would apply Hong Kong law;


 


the effectiveness of provisions exculpating a party
from a liability or duty otherwise owed are limited by law and an agreement may
be varied, amended or discharged by a further agreement or affected by a
collateral agreement which may be effected by an oral agreement or a course of
dealing between the parties to an agreement, and provisions in or to be in the
Hong Kong Law Transaction Documents providing that any such agreement may only
be amended, waived or otherwise varied by an instrument in writing may not be
effective;


 


the enforcement of the rights and obligations of the
parties to the Hong Kong Law Transaction Documents may be invalidated by fraud
and may be limited by the provisions of the laws of Hong Kong applicable to
contracts held to have been frustrated by events happening after their
execution;


 


an assignment or a security or other security interest
may be invalid or unenforceable if the terms attaching to the asset,
undertaking, property, debts, revenues, contracts or other rights whatsoever
(hereinafter “assets” and each an “asset”) to which it relates or which it covers, or on which
that asset is held, preclude the creation of an assignment or a security or
other security interest over it. 
Furthermore, the enforcement of an assignment or a security or security
interest is subject to certain rules of law.  For example, a person who holds a security or
other security interest over assets cannot sell the assets to himself and owes
a duty to take reasonable care to realise the assets for a proper price, and a
transfer to a nominee of the assignor or holder of the security or other
security interest may not be enforceable;


 


a security or other security interest over, or
assignment of, an asset may rank after:-


 


(i)                                   rights or interests which a third party
holds in relation to that asset on the date on which the security or other
security interest or assignment is created; or


 


(ii)                                rights or interests which a third party
later acquires without notice of the existence of the security or other
security interest or assignment, or, in some cases, with notice of the
existence of the security or other security interest or 


 


9

















 


assignment but
without notice of a restriction precluding the owner of the asset from creating
a right or interest such as that acquired by the third party;


 


we express no opinion as to the measure of damages or
other payment which might be recoverable by any of the parties to the Hong Kong
Law Transaction Documents or any other person in the event of any breach of the
Hong Kong Law Transaction Documents or any claim thereunder nor as to whether
any provision in the Hong Kong Law Transaction Documents conferring or waiving
a right of set-off or similar right would be effective against an administrator,
a receiver, a liquidator or their equivalent or a creditor;


 


if there was or is no commercial benefit, any Hong
Kong Law Transaction Documents to the extent it constitutes a guarantee,
indemnity or other third party security interest will be vulnerable to challenge
and may be set aside by the shareholders or a liquidator or creditor of the
company providing the security interest and any payments made under them may be
required to be repaid; we express no opinion as to whether there was or is any
such commercial benefit;


 


the Searches will not always reveal a security or any
interest over (i) landed property in Hong Kong or (ii) shares of a
company incorporated in Hong Kong or whether any particular director holds
office or whether any other events have occurred such as a change to the
Memorandum of Association or the Articles of Association or any transfer of
shares of a company since the date of incorporation or registration of the
relevant company;


 


our opinion as to the enforceability of the Hong Kong
Law Transaction Documents relates only to the enforceability in Hong Kong in
circumstances where the High Court has and accepts jurisdiction.  The terms “enforceability”, “enforceable”,
“enforcement” and “enforce in this opinion refer to the legal character of the
obligations assumed by the parties under the Hong Kong Law Transaction
Documents i.e. that they are of a type or character which under the laws of
Hong Kong may be enforced or recognised. 
The terms do not address the extent to which a judgment obtained in a
court outside Hong Kong would be enforceable in Hong Kong nor does it mean or
imply that the Hong Kong Law Transaction Documents (as and when executed) will
be enforced in all circumstances or in accordance with their respective terms
or in any foreign jurisdictions or by or against the parties or that a
particular remedy will be available.  In
particular and without limitation, the binding nature and enforceability of the
Hong Kong Law Transaction Documents are subject to limitations resulting from
public policy, and resulting from bankruptcy,


 


10














 


insolvency, liquidation,
moratorium, re-organisation, re-construction or other laws, regulations, orders
or judgments affecting the rights of creditors generally;


 


it should be noted, without
prejudice to any other provision of this paragraph 7, that by section 266 of
the Companies Ordinance a payment, security interest, guarantee or indemnity
granted by a company within 6 months before the commencement of winding up
proceedings will be deemed to be an unfair preference in favour of one of the
company’s creditors and will be invalid if that payment, security interest,
guarantee or indemnity would, had it been granted by an individual within 6
months before the presentation of a bankruptcy petition on which the individual
was adjudged to be bankrupt, be deemed to have been an unfair preference.  However, the 6 months period is extended in
the case of a person who is an “associate” of the company (as defined in Section 51B
of the Bankruptcy Ordinance of the laws of Hong Kong) to a period of within 2
years before the commencement of the winding-up proceedings.


 


an individual will be deemed
to have given an unfair preference to a person if:


 


(i)                                   that person is one of the
debtor’s creditors or a surety or guarantor of any of his debts or liabilities;
and


 


(ii)                                the debtor does anything or
suffers anything to be done which has the effect of putting that person into a
position which, in the event of the debtor’s bankruptcy, will be better than
the position he would have been in if that thing had not been done.


 


the court shall not make an
order in respect of an unfair preference unless the debtor who gave the unfair
preference was influenced in deciding to give it by a desire to produce in
relation to that person the effect mentioned in (ii) above.


 


where a company is wound up
and it has, at the relevant time, given an unfair preference to any person, the
transaction by which the unfair preference arose is invalid and the liquidator
may apply to the court for an order that the position be restored to what it
would have been if the company had not given the unfair preference;


 


in respect of an individual,
a transaction that constitutes an unfair preference may be overturned by a
court under section 50 of the Bankruptcy Ordinance.  A debtor gives an unfair preference to a person
if that person is a creditor of the debtor (or his surety or guarantor) and the
debtor does something or suffers something to be done which puts that person
into a better position on the debtor’s 


 


11

















 


bankruptcy than he would
have been had such thing not been done. Unfair preferences may be avoided on
the application of the trustee in bankruptcy to the court if such a transaction
takes place within 6 months before the presentation of petition.  This 6-month period is extended in the case
of a person who is an “associate” of the debtor (as defined in section 51B of
the Bankruptcy Ordinance) to a period of 2 years before the presentation of
petition;


 


under Section 48 of the
Bankruptcy Ordinance (Cap 6 of the Laws of Hong Kong (the “Bankruptcy Ordinance”)), if a person who engages
in a trade or business makes an assignment to any other person of existing or
future book debts and is subsequently adjudicated bankrupt, the assignment is
void against the trustee in bankruptcy as regards any book debts which have not
been paid before the date of the bankruptcy order unless the assignment has
been registered with the Court Registrar. 
Although a charge over shares is not ipso facto a charge to which section
48 of the Bankruptcy Ordinance applies, where such a charge includes a charge
in respect of dividends on the shares there is a view that the charge in
respect of dividends is a charge on book debts of the chargor and therefore
possibly a charge to which section 48 applies. 
Every application for registration of an assignment under the section must
be made by producing to the Court Registrar a true copy of the assignment and
every schedule to it and an affidavit verifying the date, the time and the due
execution of the assignment in the presence of the deponent and setting out the
particulars of the assignment and of the parties thereto.


 


section 49 of the High Court
Ordinance (Chapter 4 of the Laws of Hong Kong) provides that judgement debts
shall carry simple interest at such rate as the Court of First Instance may
order; or in the absence of such order, at such rate as may be determined from
time to time by the Chief Justice by order, on the aggregate amount thereof, or
on such part thereof as for the time being remains unsatisfied from the date of
judgment until satisfaction. Interest under this section may be calculated at
different rates in respect of different periods;


 


a Hong Kong court may not
recognise as a fixed charge any of the security constituted by a charge which
is expressed to be by way of fixed or specific charge since it may hold such
security to be by way of floating charge; for example, to the extent that an
obligor is given liberty to deal with any assets which are charged, it may be
that the security constituted in respect of such assets will be construed by
the courts as being of a floating rather than a fixed nature since it is of the
essence of a fixed security that the person creating the security does not have
liberty to deal with the assets which are the subject of the security;


 


12

















 


we express no opinion as to
whether any security interests created over assets situated outside Hong Kong
or over any assets or rights which are governed by the law of, or are to be
performed in, a jurisdiction other than Hong Kong, constitute effective
security;


 


we express no opinion as to
the relevant priority rules for the security interests created by the Hong
Kong Law Transaction Documents or the PRC Share Charge (where applicable)
against any other security interest granted or to be granted over or any other
dealing with the relevant assets, or as to any registration requirements other
than those already mentioned;


 


a provision requiring
payments to be made without deduction or withholding will not be enforced if a
deduction or withholding is made pursuant to a legal obligation;


 


no opinion is expressed as
to:


 


(i)                  the nature of
the security created by the Hong Kong Law Transaction Documents (where applicable)
(whether fixed or floating, legal or equitable);


 


(ii)               the
marketability of, or rights of enforcement over, any charged assets;


 


whilst in the event of any
proceedings being brought in a Hong Kong court in respect of a monetary
obligation expressed to be payable in a currency other than Hong Kong dollars,
a Hong Kong court would have power to give judgment expressed as an order to
pay such currency, it may decline to do so in its discretion and a Hong Kong
court may not enforce the benefit of a currency conversion or indemnity clause
and, with respect to bankruptcy, insolvency, liquidation, reorganisation,
moratorium, reconstruction or similar proceedings, Hong Kong law may require
that all claims or debts are converted into Hong Kong dollars at an exchange
rate determined by the court as at a date related thereto, such as the date of
commencement of a winding up;


 


under Hong Kong law, any
provision of the Hong Kong Law Transaction Documents which constitutes, or
purports to constitute, a restriction on the exercise of any statutory power by
any party thereto or other person may be ineffective;


 


despite a provision in an
agreement to the effect that the written terms of that agreement constitutes
the entire agreement between the parties thereto, a Hong 


 


13

















 


Kong court may hold that
oral or other assurances given in the course of negotiations may be binding


 


An action to enforce an
arbitral award may be defended on any of the following grounds: (i) that
the arbitration agreement was never entered into by the parties; (ii) that
there had been no valid submission to arbitration; (iii) that the
arbitrator was in some way disqualified from acting in the reference; (iv) that
a valid award was never made; (v) that the award as alleged was never
made; (vi) that the award is void because the arbitrator exceeded his
jurisdiction or acted without jurisdiction; (vii) that the authority of
the arbitrator was validly revoked before the award was made; (viii) that
the arbitrator failed to observe a substantive requirement as to the validity
of the award; (ix) that the award, though valid when made, has ceased to
be binding; (x) that the award has been set aside by a court. It is also a
defence that the award has been varied by agreement or performed.


 


8.                                      Basic
Law


 


The Basic Law of the HKSAR (the “Basic Law”)  provides that the laws of Hong Kong in force
at 30 June 1997 are to be applied in the HKSAR only in so far as they are
not declared by the Standing Committee of the National People’s Congress of the
People’s Republic of China (the “Standing Committee”)
to contravene the Basic Law.


 


The Basic Law does not appear to include any provision which would be
contravened by any Hong Kong law in force today and which is relevant to this
opinion.  However, the interpretation of
the Basic Law is a matter for the Standing Committee and we express no opinion
as to how it will act.


 


9                     Assumptions


 


In giving this Opinion we have assumed without
further enquiry and with your consent:


 


9.1                               the
authenticity of all documents submitted to us as originals, the conformity with
the originals thereof of all documents submitted to us as copies or drafts, and
the authenticity of such originals;


 


9.2                               the genuineness
of all signatures and seals;


 


9.3                               the accuracy
and completeness of all corporate minutes, resolutions, and records 


 


14

















 


which we have seen;


 


9.4                               that any and
all representations of fact expressed in or implied by the Hong Kong Law
Transaction Documents and any other documents referred to therein we have
examined are accurate and remain accurate up to the date of this Opinion;


 


9.5                               that the board
of directors and members of the HK Company when passing the relevant
resolutions in relation to the transaction contemplated therein acted in good
faith and having regard to all relevant matters reasonably and honestly
believed that the execution, delivery and performance of the Hong Kong Law
Transaction Documents and any other documents referred to therein would be in
the best interests of each of them respectively;


 


9.6                               that the
relevant directors’ resolutions and the members’ resolutions of the HK Company
in relation to the transaction contemplated by the Hong Kong Law Transaction
Documents are and remain in full force and effect and have not been rescinded,
either in whole or in part; that such resolutions accurately record the
resolutions adopted by the board of directors and members of the HK Company (as
the case may be); that there is no matter which would adversely affect the
validity or regularity of the resolutions contained therein; and that there is
no matter affecting the authority of the directors of such parties to effect
its entry into the Hong Kong Law Transaction Documents, not disclosed by the
constitutional documents of such parties or the resolutions recorded therein,
which would have any adverse implication in relation to the opinions expressed
herein; that there is no matter which would (i) adversely affect the
validity or regularity of such resolutions; or (ii) affect the bona fides
of the execution, delivery and performance of the Hong Kong Law Transaction
Documents (and there will be no such matters in the case of the Hong Kong Law
Transaction Documents yet to be executed);


 


9.7                               that the
representative of the corporate director and the corporate member of the HK
Company have been duly appointed and validly authorised in the execution of the
relevant directors’ resolutions and the members’ resolutions of each of them
respectively in relation to the transaction contemplated by the Hong Kong Law
Transaction Documents;


 


9.8                               that none of
the parties to the Hong Kong Law Transaction Documents and any other documents
referred to therein was insolvent at the time it entered into the Hong Kong Law
Transaction Documents and any other documents referred to therein and none of
them will be rendered insolvent by entering into the Hong Kong Law Transaction
Documents and any other documents referred to therein;


 


15

















 


9.9                               that the Hong
Kong Law Transaction Documents constitute, or will when executed constitute, legal,
valid, binding and enforceable obligations of all parties thereto (other than
the HK Company) in accordance with its terms under all applicable laws and
regulations (other than Hong Kong laws) which would or might have any
implication in relation to the opinions expressed herein, whether as a matter
of conflict of laws principles or otherwise, and that the parties to the Hong
Kong Law Transaction Documents other than the HK Company are able under the
laws of the relevant jurisdictions to adopt Hong Kong law as the governing law
of the Hong Kong Law Transaction Documents;


 


9.10                         the absence of
any other arrangements between the parties to the Hong Kong Law Transaction
Documents and any other documents referred to therein which modify or supersede
any of the proposed terms thereof;


 


9.11                         there is no other
document or information (other than those documents as referred to in paragraph
3 of this Opinion) which would have any implication in relation to the opinions
expressed herein;


 


9.12                         the Hong Kong
Law Transaction Documents have been duly authorised, executed and delivered by
all parties thereto (other than the HK Company) and that all authorisations,
approvals, consents, licences and exemptions required and all other
requirements imposed for the legality, validity and enforceability of the Hong
Kong Law Transaction Documents and the documents referred to therein have been
obtained or fulfilled by each party to the Hong Kong Law Transaction Documents
other than the HK Company and are and will remain in full force and effect and
that any conditions to which they are subject have been satisfied;


 


9.13                         there are no
provisions of the laws or regulations of any jurisdiction outside Hong Kong
which would be contravened by the execution or delivery of or performance of
obligations under the Hong Kong Law Transaction Documents or which would or
might have any implication in relation to the opinions expressed herein;


 


9.14                         that all steps
and procedures required to be taken in any jurisdiction (other than Hong Kong)
in order to ensure the legality, validity, binding effect and enforceability of
the Hong Kong Law Transaction Documents and the documents referred to therein
have been taken and performed;


 


9.15                         the lack of bad
faith and absence of fraud, misrepresentation, coercion, duress or undue
influence or breach of trust on the part of any parties to the Hong Kong 


 


16

















 


Law Transaction Documents
and the documents referred to therein, their respective directors, officers,
employees, agents and advisers;


 


9.16                         there was and
is commercial justification for the execution and delivery of, and the
performance of the obligations under the Hong Kong Law Transaction Documents
and the documents referred to therein by the parties thereto; and that the
directors of the parties to the Hong Kong Law Transaction Documents and the
documents referred to therein concluded these to be the case in good faith; and
that the execution and delivery of, and the performance of the obligations
under each of the Hong Kong Law Transaction Documents and the documents
referred to therein were and are and will at all material times be for the commercial
benefit of each of the parties thereto and that such were conclusions at which
the directors of the parties could reasonably and in good faith arrive (on
which we express no opinion);


 


9.17                         there is no
improper purpose behind any of the transactions contemplated by the Hong Kong
Law Transaction Documents and the documents referred to therein and the entry
into of the Hong Kong Law Transaction Documents and the documents referred to
therein by the parties thereto did not infringe the provisions of any contract,
instrument or other document entered into by or affecting such parties which
might affect the opinions expressed herein;


 


9.18                         all documents
examined by us remain and will remain in the form examined by us, without
revocation, amendment or supplement (whether in writing or otherwise) and there
are no other arrangements between any of the parties to the Hong Kong Law
Transaction Documents which modify or supersede any of the terms thereof;


 


9.19                         that the
governmental or public records or certificates we or Target On-Line Financial
Ltd. have searched or examined are complete and accurate and do not fail to
disclose any material information which has been properly presented for
registration;


 


9.20                         the Certificate
of Change of Name issued by the Registry of Companies, Cayman Islands is
genuine and valid under the laws of the Cayman Islands;


 


9.21                         the statements
of fact in the Statements are correct and the statements of opinion in the
Statements are reasonable;


 


9.22                         each of the
Whitewash Companies has net assets as defined by section 47D of the Companies Ordinance
which are not reduced by the entry into by it of the transactions referred to
in its Statement (or, to the extent that they are thereby 


 


17

















 


reduced, the relevant
financial assistance is provided out of each of the Whitewash Companies’
distributable profits);


 


9.23                         the directors
who have made each of the Statements are majority of the directors of the
relevant Whitewash Companies (other than the HK Company);


 


9.24                         the information
disclosed by the Searches is true, complete, accurate and up-to-date and such
information has not since the date of the relevant Searches been altered;


 


9.25                         the common seal
of the relevant parties has been duly affixed to the Share Charge;


 


9.26                         all conditions
precedent contained in the Hong Kong Law Transaction Documents and the PRC
Share Charge have been or will be satisfied or waived;


 


9.27                         the property,
assets and rights expressed to be charged pursuant to the Share Charge and/or
the PRC Share Charge (together the “Secured
Property”) are beneficially owned by Company and the HK Company
respectively, free from all mortgages, charges, liens and encumbrances that are
not discoverable from the Companies Registry Search (other than those created
under the Share Charge and the PRC Share Charge respectively);


 


9.28                         the Hong Kong
Law Transaction Documents and the PRC Share Charge meet all requirements of the
laws of each relevant jurisdiction (other than Hong Kong) to create security
interests over the Secured Property of the type which they purport to create;


 


9.29                         nothing in this
Opinion implies or assumes that a representation or warranty given by the
parties of the Hong Kong Law Transaction Documents is correct;


 


9.30                         that none of
the parties are non-Hong Kong companies registered under Part XI of the
Companies Ordinance.


 


The
making of each of the above assumptions indicates that we have assumed that
each matter the subject of each assumption is true, correct and complete.  That we have made an assumption in this
Opinion does not imply that we have made any enquiry to verify any assumption
or are not aware of any circumstance that might affect the correctness of any assumption.  No assumption specified above is limited by
reference to any other assumption.


 


18

















 


10                                  Limits
on this Opinion


 


For
the purpose of this opinion, we do not express or imply any opinion herein as
to the laws of any jurisdiction other than Hong Kong.  This opinion:


 


10.1                         is limited to the matters
stated in it and no opinion is implied or may be inferred beyond the matters
expressly stated;


 


10.2                         is addressed to  you and may be relied upon by you only;


 


10.3                         may not be disclosed by you
to any other person (save for your adviser), or used or relied upon by in whole
or in part by, any other person; and


 


10.4                         may not, save as required by
law or regulation, be filed with any governmental agency or authority or quoted
or referred to in a public document without our prior written consent.


 


 


Yours faithfully,


 


 


CHARLTONS


 


19














 


EXHIBIT H


 


FORM OF LEGAL OPINION
OF CAYMAN COUNSEL


 

















 


Exhibit H


 


	
  29 September 2008

  	
   

  	
  Our Ref:
  PM/LY/T3300-H03367

  



 


TO THE ADDRESSEES SET OUT
IN SCHEDULE 4


 


Dear Sirs


 


TRONY SOLAR HOLDINGS
COMPANY LIMITED


 


We have been asked to provide this legal
opinion to you with regard to the laws of the Cayman Islands in relation to the
Documents (as defined in Schedule 1) being entered into by Trony Solar Holdings Company Limited (the “Company”).


 


For the purposes of giving this opinion, we
have examined and relied upon the originals, copies or certified translations
of the documents listed in Schedule 1.


 


In giving this opinion we have relied upon
the assumptions set out in Schedule 2, which we have not independently
verified.


 


We are Cayman Islands’ Attorneys at Law and
express no opinion as to any laws other than the laws of the Cayman Islands in
force and as interpreted at the date of this opinion.  We have not, for the purposes of this
opinion, made any investigation of the laws, rules or regulations of any
other jurisdiction.  Except as explicitly
stated herein, we express no opinion in relation to any representation or
warranty contained in the Documents nor upon the commercial terms of the
transactions contemplated by the Documents.


 


Based upon the foregoing examinations and
assumptions and upon such searches as we have conducted and having regard to
legal considerations which we consider relevant, and subject to the
qualifications set out in Schedule 3, and under the laws of the Cayman Islands,
we give the following opinions in relation to the matters set out below.


 


1.                                       The Company is an exempted company duly
incorporated with limited liability, validly existing under the laws of the
Cayman Islands and is in good standing with the Registrar of Companies in the
Cayman Islands.


 


2.                                       The Company is capable of suing and being
sued and has full corporate power and authority to execute and deliver the
Documents to which it is a party and to perform its obligations under the
Documents.


 


3.                                       The Documents to which the Company is a
party have been duly authorised and executed and, when delivered by the
Company, will constitute the legal, valid and binding obligations of the
Company enforceable in accordance with their respective terms.


 

















 


4.                                       The execution, delivery and performance of
the Documents to which the Company is a party, the consummation of the
transactions contemplated thereby and the compliance by the Company with the
terms and provisions thereof do not:


 


(a)                                  contravene any law, public rule or
regulation of the Cayman Islands applicable to the Company which is currently
in force; or


 


(b)                                 contravene the Amended and Restated
Memorandum and Articles of Association of the Company.


 


5.                                       Neither:


 


(a)                                  the execution, delivery or performance of
any of the Documents to which the Company is a party; nor


 


(b)                                 the consummation or performance of any of
the transactions contemplated thereby by the Company,


 


requires the consent or approval of, the
giving of notice to, or the registration with, or the taking of any other
action in respect of any Cayman Islands governmental or judicial authority or
agency.


 


6.                                       The choice of law of the Cayman Islands,
the Hong Kong Special Administrative Region and the People’s Republic of China
chosen in each of the Documents to which the Company is a party to govern its
interpretation would be upheld as a valid choice of law in any action on that
Document in the courts of the Cayman Islands.


 


7.                                       Assuming that:


 


(a)                                  the Charge (as defined in Schedule 1)
creates a valid security interest over the property and other assets intended
to be secured thereby (the “Collateral”)
having the priority as specified in the Charge, as a matter of the laws of the
jurisdiction selected to govern the Charge (the “Governing Law”) and all other relevant laws (other than the
laws of the Cayman Islands) including, without limitation, the governing law
and law of situs of the
Collateral; and


 


(b)                                 no further steps are required as a matter
of any relevant laws (other than the laws of the Cayman Islands) to perfect
such security interest or to regulate the ranking of its priority,


 


then the courts of the Cayman Islands will
recognise such security interest over the Collateral and in the event of an
insolvency, winding-up, liquidation or reorganisation affecting the Company, no
liquidator or unsecured creditor will be able to claim in respect of such
Collateral in priority to the secured party or parties specified therein,
subject to, in the case of a winding-up, insolvency, liquidation or
reorganisation of the Company in a jurisdiction other than the Cayman Islands, 


 


2

















 


any provision of the laws of that
jurisdiction as to the priority of claims in such proceeding.


 


8.                                       Save as set out in qualification 2 in
Schedule 3, there are no stamp duties, income taxes, withholdings, levies,
registration taxes, or other duties or similar taxes or charges now imposed, or
which under the present laws of the Cayman Islands could in the future become
imposed, in connection with the execution, delivery or performance of the
Documents or the enforcement or admissibility in evidence of the Documents or
on any payment to be made by the Company or any other person pursuant to the
Documents.  The Cayman Islands currently
have no form of income, corporate or capital gains tax and no estate duty,
inheritance tax or gift tax.


 


9.                                       None of the parties to the Documents (other
than the Company) is or will be deemed to be resident, domiciled or carrying on
business in the Cayman Islands by reason only of the execution, delivery,
performance or enforcement of the Documents to which any of them is party.


 


10.                                 A judgment obtained in a foreign court
(other than certain judgments of a superior court of any state of the
Commonwealth of Australia) will be recognised and enforced in the courts of the
Cayman Islands without any re-examination of the merits at common law, by an
action commenced on the foreign judgment debt in the Grand Court of the Cayman
Islands (“the Court”), where the
judgment is final and in respect of which the foreign court had jurisdiction
over the defendant according to Cayman Islands conflict of law rules and
which is conclusive, for a liquidated sum not in respect of penalties or taxes
or a fine or similar fiscal or revenue obligations, and which was neither
obtained in a manner, nor is of a kind enforcement of which is contrary to
natural justice or the public policy of the Cayman Islands.


 


11.                                 Other than to enter particulars of the
Charge in the Register of Mortgages and Charges maintained by the Company to
comply with Section 54 of the Companies Law (as amended) of the Cayman
Islands, it is not necessary under the laws of the Cayman Islands that any of
the Documents be registered or recorded in any public office or elsewhere in
the Cayman Islands in order to ensure the validity or enforceability of any of
the Documents.


 


12.                                 It is not necessary under the laws of the
Cayman Islands:


 


(a)                                  in order to enable any party to any of the
Documents to enforce their rights under the Documents; or


 


(b)                                 solely by reason of the execution, delivery
and performance of the Documents,


 


that any party to any of the Documents
should be licensed, qualified or otherwise entitled to carry on business in the
Cayman Islands or any other political subdivision thereof.


 


3

















 


13.                                 The Company has executed an effective
submission to the jurisdiction of the courts of the jurisdictions specified in
the Documents.


 


14.                                 The Company is subject to civil and
commercial law with respect to its obligations under the Documents and neither
the Company nor any of its assets is entitled to immunity from suit or
enforcement of a judgment on the grounds of sovereignty or otherwise in the
courts of the Cayman Islands in proceedings against the Company in respect of
any obligations under the Documents, which obligations constitute private and
commercial acts rather than governmental or public acts.


 


15.                                 Based solely upon our examination of the
Register of Writs and other Originating Process of the Court conducted on 26 September 2008
(the “Search Date”), we confirm
that there are no actions, suits or proceedings pending against the Company
before the Court and no steps have been, or are being, taken compulsorily to
wind up the Company.


 


16.                                 Based solely upon our examination of the
minute books of the Company as at the time of our examination no resolution
voluntarily to wind up the Company has been adopted by its members.


 


17.                                 A judgment of a court in the Cayman Islands
may be expressed in a currency other than Cayman Islands dollars.


 


18.                                 On a liquidation of the Company, claims
against the Company under any of the Documents to which it is party (other than
any claim secured under the Charge) will rank at least pari passu with the claims of all other
unsecured creditors (other than those preferred by law).


 


19.                                 The Share Charge (as
defined in Schedule 1) constitutes legal, valid and binding obligations of the
Company enforceable in accordance with its terms and creates a valid and
binding first fixed charge over the Charged Shares (as such term is defined in
the Share Charge, and herein called the “Secured
Property”) and, other than to effect a legal mortgage over the
Charged Shares (as such term is defined in the Share Charge, and herein called
the “Charged Shares”) by
registration of such shares in the name of the Investors (as defined in
Schedule 4) (the “Chargees”), no
further action is required to be taken to ensure the first priority ranking of
the charge created by the Share Charge and the courts of the Cayman Islands
will recognise such security interest in the Secured Property and the rights of
the Chargees will, subject to the matters noted below in this paragraph 19 have
priority over any claims by any liquidator of Sky Sense Investments Limited  (the “Chargor”)
or by unsecured third parties.  You
should note the following matters:


 


(a)                                  for as long
as the Chargor is the registered holder of the Charged Shares in the Company it
will, from the perspective of the Company, remain entitled to receive such dividends
as may be payable in respect of the Charged Shares in the Company.  Pursuant to the Amended and Restated Articles
of Association of the Company, the Directors may in their absolute discretion
decline to register any transfer of shares without assigning any reason
therefor provided however that the Directors shall 


 


4

















 


have no such discretion in relation to a transfer of the
relevant Charged Shares to the Chargees and shall forthwith, upon presentation
to the Company of any share transfer form transferring Charged Shares to the
Chargee, proceed to register the transfer of Charged Shares contained in any
such share transfer form;


 


(b)                                 the
registered holder of the shares in the Company would have the power, as a
matter of Cayman Islands law, to alter the Articles of Association of the
Company to introduce provisions which may restrict the ability of the secured
party to enforce their rights over the Charged Shares or realise their security
by selling Charged Shares to third parties; and


 


(c)                                  with respect
to security over the Charged Shares, the priority among competing equitable
interests will, if Cayman Islands domestic law is applied, be determined
according to the time of creation of the equitable interest and, accordingly,
the security interest over the Charged Shares would rank behind any
pre-existing equitable interest in the Charged Shares.  Such security interest may also rank behind
any security interests granted over the Charged Shares in the nature of a legal
mortgage and/or a bona fide purchaser for value of the Charged Shares without
notice of the security could obtain good title to the Charged Shares.


 


20.                                 An award
made in pursuance of an arbitration agreement in a foreign country (being a
party to the Convention on the Recognition and Enforcement of Foreign Arbitral
Awards adopted by the United Nations Conference on International Commercial
Arbitration on 10 June 1958) may be enforced with the leave of the court
in the Cayman Islands and judgment entered in terms of the award and such leave
shall not be refused except:


 


(a)                                  if the
person against whom the award is invoked proves that:


 


(i)                                     a party to
the relevant arbitration agreement was (under the law applicable to him) under
some incapacity;


 


(ii)                                  the relevant
arbitration agreement was not valid under the law to which the parties
subjected it or, failing any indication thereon under the law of the country
where the award was made;


 


(iii)                               such person
was not given proper notice of the appointment of the arbitrator or of the
arbitration proceedings or was otherwise unable to present their case;


 


(iv)                              subject to (c) below,
the award deals with a difference not contemplated by or not falling within the
terms of the submission to arbitration or contains decisions on matters beyond
the scope of the submission to arbitration;


 


5

















 


(v)                                 the
composition of the arbitral authority or the arbitral procedure was not in
accordance with the agreement of the parties or failing such agreement with the
law of the country where the arbitration took place; or


 


(vi)                              the award
has not yet become binding on the parties, or has been set aside or suspended
by a competent authority of the country in which or under the law of which it
was made;


 


(b)                                 enforcement
may be refused if the award is in respect of a matter which is not capable of
settlement by arbitration or if it would be contrary to public policy to
enforce the award;


 


(c)                                  an award
which contains decisions on matters not submitted to arbitration may be
enforced to the extent that it contains decisions on matters submitted to
arbitration which can be separated from those on matters not so submitted; or


 


(d)                                 where an
application for the setting aside of an award has been made to such a competent
authority as is mentioned in sub-paragraph (a)(vi) above the court before
which enforcement of the award is sought may, if it thinks fit, adjourn the
proceedings and may on the application of the party seeking to enforce the
award order the other party to give security.


 


21.                                 There are no
foreign exchange controls or foreign exchange regulations under the currently
applicable laws of the Cayman Islands.


 


22.                                 The Amended
and Restated Memorandum and Articles of Association have been duly adopted by
the shareholders pursuant to the special resolution contained in the
Resolutions and bind the Company and members thereof to the same extent as if
each member had subscribed his name thereto, and there were in such articles
contained a covenant on the part of the member to conform to all the
regulations contained in such articles subject to the provisions of the
Companies Law.  The Amended and Restated
Memorandum and Articles of Association do not contravene any applicable
law, public rule or regulation currently in force in the Cayman Islands.   Based solely on our review of the Amended
and Restated Memorandum and Articles of Association and solely with respect to
the Amended and Restated Memorandum and Articles of Association, the Series A
Preferred Shares have the terms and conditions in the Amended and Restated
Articles of Association as set out in the Amended and Restated Memorandum and
Articles of Association.


 


23.                                 Based solely on our
review of the Register of Members (as defined as Schedule 1), the Resolutions
(as defined in Schedule 1) and the Amended and Restated Memorandum and Articles
of Association, the authorised share capital of the Company is US$50,000
divided into (i) 493,972,809 ordinary shares of a nominal or par value of
US$0.0001 each in the capital of the Company (the “Ordinary Shares”) and (ii) 6,027,191 redeemable series A
preferred shares of a nominal or par value of US$0.0001 each (the “Series A Preferred Shares”).  Based solely on our review of the Register of Members,
the shares of the Company have been 


 


6

















 


issued,
credited as fully paid and non-assessable (meaning that no further sums are
payable to the Company with respect to the holding of such shares) in the
following amounts and registered in the following names:


 


	
  Registered Holders

  	
   

  	
  Nos. and Types of Shares

  
	
   

  	
   

  	
   

  
	
  Lakes
  Invest Limited

  	
   

  	
  54,170,000
  Ordinary Shares

  
	
   

  	
   

  	
   

  
	
  Sky
  Sense Investments Limited

  	
   

  	
  18,500,000
  Ordinary Shares

  
	
   

  	
   

  	
   

  
	
  Build
  Up International Investments Limited

  	
   

  	
  24,000,000
  Ordinary Shares

  
	
   

  	
   

  	
   

  
	
  Ellipsis
  Limited

  	
   

  	
  1,500,000
  Ordinary Shares

  
	
   

  	
   

  	
   

  
	
  Warshaw
  Holdings Limited

  	
   

  	
  180,000
  Ordinary Shares

  
	
   

  	
   

  	
   

  
	
  Lai
  Ting LIU

  	
   

  	
  2,772,871
  Ordinary Shares

  



 


The Series A
Preferred Shares, when issued in accordance with the Share Purchase Agreement
and the Amended and Restated Memorandum and Articles of Association (and when
appropriate entries have been made in the Register of Members of the Company),
will be validly issued, credited as fully paid and non-assessable (meaning that
no further sums are payable to the Company with respect to holding of such Series A
Preferred Shares).


 


This opinion is limited
to the matters referred to herein and shall not be construed as extending to
any other matter or document not referred to herein.  This opinion is given solely for your benefit
and the benefit of your legal advisers acting in that capacity in relation to
this transaction and may not be relied upon by any other person without our
prior written consent.


 


This opinion shall be
construed in accordance with the laws of the Cayman Islands.


 


Yours faithfully


 


 


WALKERS


 


7





















 


SCHEDULE 1


 


LIST OF
DOCUMENTS EXAMINED


 


1.                                       The
Certificate of Incorporation dated 23 June 2008, the Certificate of
Incorporation on Change of Name dated 22 July 2008, the Memorandum and
Articles of Association as registered on 23 June 2008, the Amended and
Restated Memorandum and Articles of Association as adopted on 25 September 2008
(the “Amended and Restated Memorandum and
Articles of Association”), a certified copy of the Register of
Members dated 26 September 2008 (the “Register of Members”)
and Register of Directors of the Company, copies of which have been provided to
us by Simpson Thacher & Barlett LLP (together the “Company Records”).


 


2.                                       The Register
of Writs and other Originating Process of the Court kept at the Clerk of Courts
Office, George Town, Grand Cayman as at the Search Date.


 


3.                                       A
Certificate of Good Standing dated 25 September 2008 in respect of the
Company issued by the Registrar of Companies in the Cayman Islands (the “Certificate of Good Standing”).


 


4.                                       A copy of
executed written resolutions of the Board of Directors of the Company dated 25 September 2008
and a copy of executed written resolutions of the shareholders of the Company
dated 25 September 2008 (the “Resolutions”).


 


5.                                       Copies of
the following executed documents:


 


(a)                                  Series A
Preferred Share Purchase Agreement (the “Share
Purchase Agreement”) dated 26 September 2008 and entered into
between the Company, Grand Sun International Investment Limited, Trony Solar
Science and Technology Development Limited, Li Yi (the “Founder”), Sky Sense Investments Limited (“Sky Sense”), Lakes Invest Limited, Ellipsis
Limited, Build Up International Investments Limited, Liu Lai Ting, Warshaw
Holdings Limited and each of the investors as set out in Schedule 1 to the
Share Purchase Agreement;


 


(b)                                 Investors’
Rights Agreement (the “IRA”) dated
29 September 2008 and entered into between the Company, the Founder, each
of the holders of the Ordinary Shares of the Company as set out in Schedule 1
to the IRA and each of the holders of the Series A Preferred Shares of the
Company as set out in Schedule 2 to the IRA;


 


(c)                                  Share Charge
dated 26 September 2008 and entered into between the Company as chargor
and JPMorgan Special Situations (Mauritius) Limited and Intel Capital
Corporation (together, the “Investors”)
as chargees in relation to 10,000 ordinary shares in the share capital of Grand
Sun International Investment Limited;


 


8

















 


(d)                                 Shareholder
Loan Contract dated 29 September 2008 and entered into between the Company
and Shenzhen Trony Solar Science and Technology Development Limited;


 


(e)                                  Subordination
Agreement dated 29 September 2008 and entered into between the Company,
Grand Sun International Investment Limited, Trony Solar Science and Technology
Development Limited, each of the Investors and Jinjiang City Weili Weaving
Manufacturing Industry Co. Ltd.;


 


(f)                                    Escrow
Agreement dated 29 September 2008 and entered into between the Company,
each of the Investors and JPMorgan Chase Bank, N. A.; and


 


(g)                                 Share Charge
(the “Share Charge”) dated 29 September 2008
and entered into between Sky Sense as chargor and the Company as company in
favour of the Investors as chargees.


 


The documents listed in
paragraphs 5(a) to (f) above inclusive (but for the avoidance of
doubt excluding the Share Charge) are collectively referred to in this opinion
as the “Documents”.  The document listed in paragraph 5(c) above
is referred to in this opinion as the “Charge”
(provided that, for the purposes of Schedules 2 and 3 only, the expression “Documents” shall also include the Share
Charge).


 


9














 


SCHEDULE 2


 


ASSUMPTIONS


 


1.             There are no
provisions of the laws of any jurisdiction outside the Cayman Islands which
would be contravened by the execution or delivery of the Documents and, insofar
as any obligation expressed to be incurred under the Documents is to be
performed in or is otherwise subject to the laws of any jurisdiction outside
the Cayman Islands, its performance will not be illegal by virtue of the laws
of that jurisdiction.


 


2.             The
Documents are within the capacity, power, and legal right of, and have been or
will be duly authorised, executed and delivered by, each of the parties thereto
(other than the Company).


 


3.             The
Documents constitute or, when executed and delivered, will constitute the
legal, valid and binding obligations of each of the parties thereto enforceable
in accordance with their terms as a matter of the laws of all relevant
jurisdictions (other than the Cayman Islands).


 


4.             The choice
of the laws of the jurisdiction selected to govern each of the Documents has
been made in good faith and will be regarded as a valid and binding selection
which will be upheld in the courts of that jurisdiction and all relevant
jurisdictions (other than the Cayman Islands).


 


5.             All
authorisations, approvals, consents, licences and exemptions required by, and
all filings and other requirements of each of the parties to the Documents
outside the Cayman Islands to ensure the legality, validity and enforceability
of the Documents have been or will be duly obtained, made or fulfilled and are
and will remain in full force and effect and any conditions to which they are
subject have been satisfied.


 


6.             All
conditions precedent, if any, contained in the Documents have been or will be
satisfied or waived.


 


7.             The Board of
Directors of the Company considers the execution of the Documents and the
transactions contemplated thereby to be in the best interests of the Company.


 


8.             The security
interests intended to be created under the Charge and the Share Charge have
been duly created and are validly in existence under the Governing Law and all
other relevant laws including, without limitation, the law of the situs of the property charged under the
Charge and the Share Charge (but excluding, in each instance, the laws of the
Cayman Islands).


 


9.             The
Collateral and the Secured Property exist as described in, and are owned and
held in accordance with the terms of, the Charge and the Share Charge and the
Company is the legal and beneficial owner of the Collateral and no encumbrances
or equities or other third party rights exist in respect of the Collateral and
the Secured Property other than as provided in the Charge and the 


 


10

















 


Share Charge, and the Collateral and the Secured Property
are capable of assignment or transfer whether by way of sale or security, free
of any condition, by means of agreement in the form of the Charge and the Share
Charge, and such agreement is effective to create the intended security
interests over the Collateral and the Secured Property as a matter of the
Governing Law and all other relevant laws (other than the laws, in each
instance, of the Cayman Islands).  No
further steps are required as a matter of any relevant laws (other than the
laws of the Cayman Islands) to perfect the security interests intended to be
created under the Charge and the Share Charge or to regulate the ranking of
their priority.


 


10.           No disposition of
property effected by the Documents is made for an improper purpose or wilfully
to defeat an obligation owed to a creditor and at an undervalue.


 


11.           The Company was on the
date of execution of the Documents to which it is a party able to pay its debts
as they became due from its own moneys, and any disposition or settlement of
property effected by any of the Documents is made in good faith and for
valuable consideration and at the time of each disposition of property by the
Company pursuant to the Documents the Company will be able to pay its debts as
they become due from its own moneys.


 


12.           The priority of any security
interest intended to be created by the Charge and the Share Charge will, under
all relevant laws, including without limitation the Governing Law and the law
of the situs of the Collateral
and the Secured Property (other than, in each instance, the laws of the Cayman
Islands) be as contemplated in the Documents.


 


13.           The originals of all
documents examined in connection with this opinion are authentic, all seals
thereon and the signatures and initials thereon are those of a person or
persons given power to execute the Documents under the Resolutions and are
genuine, all such documents purporting to be sealed have been so sealed, all
copies are complete and conform to their originals and the Documents conform in
every material respect to the latest drafts of the same produced to us and,
where provided in successive drafts, have been marked up to indicate all
changes to such Documents.


 


14.           The Amended and Restated
Memorandum and Articles of Association reviewed by us are the Amended and
Restated Memorandum and Articles of Association of the Company in force at the
date hereof.


 


15.           The copies of the Company
Records provided to us by Simpson Thacher & Barlett LLP are true and
correct copies of the originals of the same and are complete and accurate and
constitute a complete and accurate record of the business transacted and
resolutions adopted by the Company and all matters required by law and the
Memorandum and Articles of Association of the Company to be recorded therein
are so recorded.


 


16.           The records of the
Company which we have specifically not reviewed, do not disclose anything which
would affect any opinion given herein.


 


11

















 


17.           There are no agreements,
documents or arrangements other than the documents expressly referred to herein
as having been examined by us which materially affect, amend or vary the
transactions envisaged in the Documents or restrict the powers and authority of
the directors of the Company in any way.


 


18.           The Register of Writs and
other Originating Process of the Court examined by us at the Clerk of Courts
Office, George Town, Grand Cayman at the Search Date, constitute a complete
record of the proceedings before the Court as at the Search Time.


 


19.           The Resolutions are a
true and correct copy of the originals of the same, have been duly executed
(and where by a corporate entity such execution has been duly authorised if so
required) by or on behalf of each Director, or by or on behalf of each
shareholder in respect of the shareholder resolutions, and the signatures and
initials thereon are those of a person or persons in whose name the Resolutions
have been expressed to be signed.


 


20.           The Resolutions remain in
full force and effect and have not been revoked or varied.


 


21.           No resolution voluntarily to
wind up the Company has been adopted by the members.


 


12

















 


SCHEDULE 3


 


QUALIFICATIONS


 


1.             The term “enforceable”
and its cognates as used in this opinion means that the obligations assumed by
the Company under the Documents are of a type which the courts of the Cayman
Islands enforce.  This does not mean that
those obligations will necessarily be enforced in all circumstances in
accordance with their terms.  In
particular:


 


(a)                                  enforcement of
obligations and the priority of obligations may be limited by bankruptcy,
insolvency, liquidation, reorganisation, readjustment of debts or moratorium
and other laws of general application relating to or affecting the rights of
creditors or by prescription or lapse of time;


 


(b)                                 enforcement may be
limited by general principles of equity and, in particular, the availability of
certain equitable remedies such as injunction or specific performance of an
obligation may be limited where the court considers damages to be an adequate
remedy;


 


(c)                                  claims may become barred
under statutes of limitation or may be or become subject to defences of
set-off, counterclaim, estoppel and similar defences;


 


(d)                                 where obligations are to
be performed in a jurisdiction outside the Cayman Islands, they may not be
enforceable in the Cayman Islands to the extent that performance would be
illegal under the laws of, or contrary to the public policy of, that
jurisdiction;


 


(e)                                  a judgment of a court of
the Cayman Islands may be required to be made in Cayman Islands dollars;


 


(f)                                    to the extent that any
provision of the Documents is adjudicated to be penal in nature, it will not be
enforceable in the courts of the Cayman Islands; in particular, the
enforceability of any provision of the Documents which imposes additional
obligations in the event of any breach or default, or of payment or prepayment
being made other than on an agreed date, may be limited to the extent that it
is subsequently adjudicated to be penal in nature and not an attempt to make a
reasonable pre-estimate of loss;


 


(g)                                 to the extent that the
performance of any obligation arising under the Documents would be fraudulent
or contrary to public policy, it will not be enforceable in the courts of the
Cayman Islands;


 


(h)                                 a Cayman Islands court
will not necessarily award costs in litigation in accordance with contractual
provisions in this regard; and


 


(i)                                     the effectiveness of
terms in the Documents excusing any party from a liability or duty otherwise
owed or indemnifying that party from the 


 


13

















 


consequences of incurring such liability or breaching such
duty shall be construed in accordance with, and shall be limited by, applicable
law, including generally applicable rules and principles of common law and
equity.


 


2.             Cayman
Islands stamp duty will be payable if the Documents are executed in, brought
to, or produced before a court of the Cayman Islands.


 


3.             A
certificate, determination, calculation or designation of any party to the
Documents as to any matter provided therein might be held by a Cayman Islands
court not to be conclusive, final and binding, notwithstanding any provision to
that effect therein contained, for example if it could be shown to have an
unreasonable, arbitrary or improper basis or in the event of manifest error.


 


4.             If any
provision of the Documents is held to be illegal, invalid or unenforceable,
severance of such provision from the remaining provisions will be subject to
the discretion of the Cayman Islands courts notwithstanding any express
provisions in this regard.


 


5.             In
principle, a person who claims to be entitled pursuant to a contract to recover
the legal fees and expenses incurred in enforcing that contract shall be
entitled to judgment for the amount of legal fees and expenses found due under
the contract and such amount shall not be subject to taxation pursuant to the
applicable rule of court.


 


6.             A
conveyance, mortgage, charge or other security interest granted or made by a
company at a time when that company was unable to pay its debts as they fell
due, and made or granted in favour of a creditor with a dominant intention to
give that creditor a preference over the other creditors of the company, would
be void pursuant to Section 168(1) of the Companies Law, if within
six months thereof a petition is presented to the Court for the winding-up of
such company, or a resolution is passed for the voluntary winding-up of the
company.


 


7.             Under the
Fraudulent Dispositions Law (as amended), any disposition of property made with
an intent to defraud (which means an intention by the party disposing of the
property to wilfully defeat an obligation owed to a creditor) and at an
undervalue, shall be voidable at the instance of the creditor thereby
prejudiced.


 


8.             We express
no opinion upon the effectiveness of any clause of the Documents providing that
the terms of such Document may only be amended in writing.


 


9.             Notwithstanding
any purported date of execution in any of the Documents, the rights and
obligations therein contained take effect only on the actual execution and
delivery thereof but the Documents may provide that they have retrospective
effect as between the parties thereto alone.


 


10.           The obligations of the
Company may be subject to restrictions pursuant to United Nations sanctions
and/or measures adopted by the European Union Council for Common Foreign &
Security Policy extended to the Cayman Islands by the Order of Her Majesty in
Council.


 


14

















 


11.           Persons who are not party
to any of the Documents (other than beneficiaries under properly constituted
trusts or persons acting pursuant to powers contained in a deed poll) under
Cayman Islands law have no direct rights or obligations under the Documents.


 


12.           Our opinion as to good
standing is based solely upon receipt of the Certificate of Good Standing.  The term “good standing” as used herein means
that the Company is not currently in breach of its obligations to file the
annual return, and pay the annual filing fees, due for the current calendar
year, and having regard to any grace periods permitted under the Companies Law.


 


13.           Entry of particulars of a
mortgage or charge in the Register of Mortgages and Charges of the mortgagor or
chargor may not of itself give that mortgage or charge priority in ranking over
any mortgage, charge or lien existing prior to its creation.


 


14.           Any charge in the nature
of a floating charge will not take priority in ranking over any subsequent
fixed mortgage or charge or lien which is created prior to the crystallisation
of the floating charge.


 


15.           A mortgage or charge over
certain assets of a company (the “Encumbered
Assets”) which secures all obligations owed by such company (the “First Security”) will not necessarily rank
in priority to a mortgage or charge over the Encumbered Assets which is later
granted by the company to or in favour of another person (the “Later Security”). Where the beneficiary of
the First Security has made a further advance to the company at a time when it
has notice of the Later Security, the First Security may rank behind the Later
Security in respect of such further advance.


 


16.           The interests of the
beneficiary of any security interest created pursuant to the Charge will, if
Cayman Islands law applies, (a) whether legal or equitable, rank after any
prior legal or perfected equitable interest in the Collateral and (b) if
merely equitable, rank after any later legal interest in the Collateral created
in favour of a bona fide
purchaser or mortgagee for value without notice of the security interests
created pursuant to the relevant Charge.


 


17.           In the case of security
over a debt or other chose in action, the priority and perfection of such
security will be decided according to the law of the relevant debt or the law
governing the creation of the chose in action. To the extent any debt or chose
in action is constituted according to Cayman Islands law, the priority as
between successive assignees or chargees will be determined based on the
English decision in Dearle v Hall (1828)
3 RUSS 1, subject to exceptions, according to the order in which notice is
given to the debtor or obligor in respect of the debt or other chose in action.


 


18.           A Cayman Islands court
would not necessarily recognise or enforce foreclosure (meaning the assumption
by the mortgagee of beneficial ownership of the mortgaged property and the
extinction of the mortgagor’s equity of redemption therein) against the Charged
Shares under the Share Charge in the absence of foreclosure proceedings enforceable
in accordance with opinion 19 above against 


 


15

















 


the relevant mortgagor in the courts of another
jurisdiction.  This qualification relates
only to mortgages and only to foreclosures; it does not apply to the exercise
of powers of sale under mortgages or charges.


 


19.           All powers of attorney
granted by the Company in the Documents which by their terms are expressed to
be irrevocable are irrevocable only if given to secure a proprietary interest
of the donee of the power or the performance of an obligation owed to the
donee.  Where a power of attorney granted
by the Company is expressed to be irrevocable and is given to secure (a) a
proprietary interest of the donee of the power or (b) the performance of
an obligation owed to the donee, then, so long as the donee has that interest
or the obligation remains undischarged, the power shall not be revoked (i) by
the donor without the consent of the donee or (ii) by the death,
incapacity or bankruptcy of the donor, or if the donor is a body corporate, by
its winding-up or dissolution.


 


20.           We render no opinion as
to the specific enforcement as against the Company of covenants granted by the
Company to do or to omit to do any action or other matter which is reserved by
applicable law or the Company’s constitutional documents to the Company’s
shareholders or any other person.


 


21.           We express no opinion on
whether the security interest created over the Collateral (as such term is
defined in the Charge would be upheld as a fixed charge by the courts of the
Cayman Islands.  In light of the English
authority, In Re Spectrum Plus Ltd (in
liquidation) [2005] 2 AC 680, (which would be persuasive but not
technically binding in the courts of the Cayman Islands), if the courts of the
Cayman Islands determine that the Collateral is not permanently appropriated to
the payment of the sums charged in such a way as to give the Chargee a
proprietary interest in the Collateral and to impose restrictions on the
Company’s use of the Collateral, they may hold that that the security interest
created over the Collateral is a floating charge rather than a fixed charge
notwithstanding its description as a fixed charge within the Charge.


 


22.           Certain of the Documents
contain provisions the intention of which is to restrict the ability of certain
parties to, inter alia, petition for or take any other step in relation to the
winding up of the Company.  Such
Documents are governed by Hong Kong law. 
The Cayman Court would hear any petition to wind up the company brought
in breach of any non-petition provisions. However, subject to any applicable
provisions of the Documents to the contrary, the Company could seek to restrain
a threatened breach of such provision by way of an application to the Court for
an injunction.  An injunction is,
however, a discretionary remedy, the grant of which is subject to a number of
factors, including whether such grant would be contrary to public policy.


 


23.           Where a document provides
for an exclusive or non-exclusive jurisdiction clause submitting (or permitting
the submission) to the jurisdiction of the Cayman Islands, the Court may
decline to accept jurisdiction in any matter where:


 


(a)           it determines that some
other jurisdiction is a more appropriate or convenient forum;


 


16

















 


(b)           another court of
competent jurisdiction has made a determination in respect of the same matter;
or


 


(c)           litigation is pending in
respect of the same matter in another jurisdiction.


 


The Court may also stay
proceedings if concurrent proceedings in respect of the same matter are or have
been commenced in another jurisdiction.


 


24.           Where a document provides
for an exclusive jurisdiction clause submitting to a jurisdiction of a court
other than the Court, notwithstanding any provision of the document providing
for the exclusive jurisdiction of a court other than the Court, the Court may,
if it is satisfied that it is just and equitable to allow such proceedings to
continue in the Cayman Islands, (i) decline to stay proceedings issued in
contravention of such provision or (ii) refuse leave to serve proceedings
out of the Cayman Islands.


 


17

















 


SCHEDULE 4


 


ADDRESSEES


 


1.                                       JPMorgan Special
Situations (Mauritius) Limited


10, Frere Felix de Valois Street


Port Louis


Mauritius


 


2.             Intel
Capital Corporation


c/o Intel Semiconductor Ltd.


32/F, Two Pacific Place


88 Queensway, Central


Hong Kong


 


18














 


EXHIBIT I


 


FORM OF LEGAL OPINION
OF BVI COUNSEL


 

















 


Exhibit I


 


	
  29 September 2008

  	
   

  	
  Our Ref:
  PM/LY/T3300-H03367

  



 


TO THE ADDRESSEES SET OUT IN
SCHEDULE 4


 


Dear Sirs


 


LAKES INVEST LIMITED, SKY SENSE INVESTMENTS LIMITED, BUILD
UP INTERNATIONAL INVESTMENTS LIMITED, ELLIPSIS LIMITED AND WARSHAW HOLDINGS
LIMITED (COLLECTIVELY, THE “COMPANIES” AND EACH A “COMPANY”)


 


We have been asked to provide this legal
opinion to you with regard to the laws of the British Virgin Islands in
relation to the Documents (as defined in Schedule 1) being entered into by the
Companies in connection with subscription of certain redeemable Series A
preferred shares of a nominal or par value of US$0.0001 in the capital of Trony
Solar Holdings Company Limited, a Cayman Islands exempted company (the “Cayman Company”) by JPMorgan Special Situations (Mauritius)
Limited and Intel Capital Corporation.


 


For the purposes of giving this opinion, we
have examined and relied upon the originals of the documents listed in Schedule
1.


 


In giving this opinion we have relied upon
the assumptions set out in Schedule 2, which we have not independently
verified.


 


We are British Virgin Islands lawyers and express no opinion as to any
laws other than the laws of the British Virgin Islands in force and as interpreted
at the date of this opinion.  We have
not, for the purposes of this opinion, made any investigation of the laws, rules or
regulations of any other jurisdiction. 
Except as explicitly stated herein, we express no opinion in relation to
any representation or warranty contained in the Documents nor upon the commercial terms of
the transactions contemplated by the Documents.


 


Based upon the foregoing examinations and
assumptions and upon such searches as have been conducted at our request and
having regard to legal considerations which we deem relevant, and subject to
the qualifications set out in Schedule 3, and under the laws of the British
Virgin Islands, we give the following opinions in relation to the matters set
out below.


 


1.             Each
of Lakes Invest Limited, Sky Sense Investments Limited, Ellipsis Limited and
Warshaw Holdings Limited is a company duly incorporated under the BVI Business
Companies Act, 2004 (the “Act”).  Build Up International Investments Limited is
a company incorporated under the International Business Companies Act, 1984 and



 

















 


has been re-registered under the
Act.  Each of the Companies validly
exists as a business company limited by shares in the British Virgin
Islands.  Based solely on the Certificates
of Good Standing referred to in Schedule 1, each of the Companies is in good
standing under the laws of the British Virgin Islands.  Each of the Companies is a separate legal
entity and can sue and be sued in its own name.


 


2.             Each
of the Companies has full corporate power and authority to execute and deliver
the Documents to which it is a party and to perform its obligations under the
Documents.


 


3.             The
Documents to which each of the Companies is a party have been duly authorised
and executed by the Company and when, in the case of a deed, delivered by the
Companies will constitute the legal, valid and binding obligations of the
Companies enforceable in accordance with their respective terms.


 


4.             The
execution, delivery and performance of the Documents to which each of the
Companies is a party, the consummation of the transactions contemplated thereby
and the compliance by each of the Companies with the terms and provisions
thereof do not:


 


(a)           contravene
any law, regulation, order or decree of the British Virgin Islands applicable to
each of the Companies;  or


 


(b)           contravene
the respective Memorandum and Articles of Association of each of the Companies.


 


5.             Neither
the execution, delivery or performance of the Documents to which each of the
Companies is a party nor the consummation or performance of the transactions
contemplated thereby by each of the Companies, requires the consent or approval
of, the giving of notice to, or the registration with, or the taking of any
other action in respect of, any British Virgin Islands governmental or judicial
authority or agency.


 


6.             The
law chosen in each of the Documents to which each of the Companies is a party
to govern its interpretation would be upheld as a valid choice of law in any
action on that document in the courts of the British Virgin Islands.


 


7.             There
are no stamp duties, income taxes, withholdings, levies, registration taxes, or
other duties or similar taxes or charges payable in connection with the
execution, delivery or performance of the Documents or the enforcement or
admissibility in evidence of the Documents or on any payment to be made by each
of the Companies or any other person pursuant to the Documents.


 


8.             None
of the parties to the Documents (other than the Companies) is or will be deemed
to be resident, domiciled or carrying on business in the British Virgin Islands
by reason only of the execution, delivery, performance or enforcement of the
Documents to which any of them is party.


 


2

















 


9.             Each
of the Companies has executed an effective submission to the jurisdictions
specified in the Documents.


 


10.           A
judgment obtained in a foreign court will be recognised and enforced in the
courts of the British Virgin Islands at common law without any re-examination
of the merits, by an action commenced on the foreign judgment debt in the
courts of the British Virgin Islands, where the judgment is final and not
subject to a stay of execution.


 


11.           With
reference to paragraph 10 above, the British Virgin Islands courts would
enforce the relevant judgment, in the manner set out above, provided that:


 


(a)                                  such
court had jurisdiction in the matter and the Company was duly served with
process;


 


(b)                                 the
judgment given by such court was not in respect of penalties, taxes, fines or
similar fiscal or revenue obligations of the Company;


 


(c)                                  in
obtaining judgment there was no fraud on the part of the person in whose favour
judgment was given or on the part of the court;


 


(d)                                 recognition
or enforcement of the judgment in the British Virgin Islands would not be
contrary to the rules of public policy of the British Virgin Islands
courts; and


 


(e)                                  the
proceedings pursuant to which judgment was obtained were not contrary to
natural justice.


 


12.           Each
of the Companies is subject to civil and commercial law with respect to its
obligations under the Documents and neither the Companies nor any of their
assets is entitled to immunity from suit or enforcement of a judgment on the
grounds of sovereignty or otherwise in the courts of the British Virgin Islands
in proceedings against the Companies in respect of any obligations under the
Documents, which obligations constitute private and commercial acts rather than
governmental or public acts.


 


13.           Based
solely on a search of the public records in respect of each of the Companies
maintained at the offices of the Registrar of Corporate Affairs on 26 September 2008
(which would not reveal details of matters which have not been lodged for
registration or have been lodged for registration but not actually registered
at the time of our search), a search of the Cause Book of the High Court of the
British Virgin Islands conducted on 26 September 2008 (which would not
reveal details of proceedings which have been filed but not actually entered in
the Cause Book at the time of our search) and the information contained within
the Registered Agent’s Certificates referred to in Schedule 1, there are no
entries in the Register of Registered Charges maintained for each of the
Companies and there are no actions, suits or proceedings pending against any of
the Companies before any court in the British Virgin Islands 


 


3

















 


and no steps have been, or are being,
taken in the British Virgin Islands for the appointment of a receiver or liquidator
to, or for the winding-up, dissolution, reconstruction or reorganisation of any
of the Companies, though it should be noted that the public files maintained by
the Registrar of Corporate Affairs may not reveal whether a winding-up petition
or application to the court for the appointment of a receiver has been
presented.  In addition, the search at
the High Court is a manual search and cannot be relied upon to reveal whether
or not a particular entity is a party to litigation in the British Virgin Islands.  The Cause Book is not updated every day and
it is not updated if third parties or noticed parties are added to or removed
from the proceedings after their commencement.


 


14.           A
court of the British Virgin Islands has jurisdiction to give judgment in the
currency of the relevant obligation.


 


15.           It
is not necessary in order to ensure the legality, validity, enforceability or
admissibility in evidence of proceedings of the obligations of each of the
Companies or the rights of the Chargees (as defined in Schedule 1) under the
Documents that they or any one of them or any other document be notarised,
filed, registered or recorded in the British Virgin Islands except that in
order to ensure the preservation of the priority of any security interests
created by the Documents (“Security”):


 


(a)                                  a
register of charges must be created by the Company and kept at its registered
office and particulars of the Security entered on such register;


 


(b)                                 each
of the Companies and the Chargees has the option of making an application to
register the Security on the Register of Registered Charges held by the
Registrar of Corporate Affairs for the Company (the “Register of
Registered Charges”); and


 


(c)                                  if
an application is made to the Registrar as described in paragraph (b), and a
certificate of registration is then issued by the Registrar (the “Certificate”), the Certificate is conclusive proof that the
requirements of the Act as to registration have been complied with and that the
Security was registered on the time and date stated in the Certificate.


 


Provided that no other security interest
has been registered on the Register of Registered Charges in respect of the
assets the subject of the Security (the “Assets”), the
Security will rank in priority to any security interests which are subsequently
registered on the Register of Registered Charges in respect of the Assets.


 


16.           It
is not necessary that the Chargees be licensed, qualified or otherwise entitled
to carry on business in the British Virgin Islands in order to enable the
Chargees:


 


(a)                                  to
enforce its rights under the Documents;


 


4

















 


(b)                                 to
execute the Documents; and


 


(c)                                  to
perform the obligations expressed to be assumed by it in the Documents.


 


17.           The
obligations of each of the Companies under the Documents constitute primary,
direct, unconditional and general obligations and rank, in priority, at least
pari passu with the unsecured loans, debts, guarantees or other unsecured
obligations in respect of borrowed monies of the Company, except to the extent
that such obligations are preferred solely by operation of law.  Subject to entry into the Company’s register
of charges and in the Register of Registered Charges as set out above, the
Security will, in respect of any application made to a British Virgin Islands
court to enforce the same, rank in priority to all future secured interests
over the same assets.


 


18.           In
the event of an insolvency, liquidation, bankruptcy or reorganisation affecting
any of the Companies, no liquidator, creditor or other person would be able to
set aside any disposition of property effected by such Company pursuant to the
Documents as a consequence of that insolvency, liquidation, bankruptcy or
reorganisation.


 


19.           An
award made in pursuance of an arbitration agreement in a foreign country (being
a party to the Convention on the Recognition and Enforcement of Foreign
Arbitral Awards adopted by the United Nations Conference on International
Commercial Arbitration on the 10th of June 1958) may be enforced with the
leave of the court in the British Virgin Islands and judgment entered in terms
of the award and such leave shall not be refused except:


 


(a)           if
the person against whom the award is invoked proves:


 


(i)                                     that
a party to the relevant arbitration agreement was (under the law applicable to
him) under some incapacity; or


 


(ii)                                  that
the relevant arbitration agreement was not valid under the law to which the
parties subjected it or, failing any indication thereon under the law of the
country where the award was made; or


 


(iii)                               that
such person was not given proper notice of the appointment of the arbitrator or
of the arbitration proceedings or was otherwise unable to present their case;
or


 


(iv)                              subject
to (c) below, that the award deals with a difference not contemplated by
or not falling within the terms of the submission to arbitration or contains
decisions on matters beyond the scope of the submission to arbitration; or


 


(v)                                 that
the composition of the arbitral authority or the arbitral procedure was not in
accordance with the agreement of the parties or failing 


 


5

















 


such agreement with the law of the
country where the arbitration took place; or


 


(vi)          that
the award has not yet become binding on the parties, or has been set aside or
suspended by a competent authority of the country in which or under the law of
which it was made;


 


(b)                                 enforcement
may be refused if the award is in respect of a matter which is not capable of
settlement by arbitration or if it would be contrary to public policy to
enforce the award;


 


(c)                                  an
award which contains decisions on matters not submitted to arbitration may be
enforced to the extent that it contains decisions on matters submitted to
arbitration which can be separated from those on matters not so submitted;


 


(d)                                 where
an application for the setting aside of an award has been made to such a
competent authority as is mentioned in sub-paragraph (a)(vi) above the
court before which enforcement of the award is sought may, if it thinks fit,
adjourn the proceedings and may on the application of the party seeking to
enforce the award order the other party to give security.


 


20.           There
are no foreign exchange controls or foreign exchange regulations under the
currently applicable laws of the British Virgin Islands.


 


21.           Based
solely upon our review of the Memorandum and Articles of Association and the
Register of Members of Lakes Invest Limited, the Company is authorised to issue
50,000 no par value shares of a single class. 
Based solely on our review of the Register of Members, the shares of
Lakes Invest Limited have been issued, credited as fully paid and
non-assessable (meaning that no further sums are payable to the Company with
respect to the holding of such shares) in the following amounts and registered
in the following names:


 




	
  Registered Holders

  	
   

  	
  Nos. and Types of Shares

  
	
   

  	
   

  	
   

  
	
  Li Yi

  	
   

  	
  73
  Ordinary Shares

  
	
   

  	
   

  	
   

  
	
  Zhang
  Yiying

  	
   

  	
  20
  Ordinary Shares

  
	
   

  	
   

  	
   

  
	
  Li
  Ying

  	
   

  	
  7
  Ordinary Shares

  






 


22.           Based
solely upon our review of the Memorandum and Articles of Association and the
Register of Members of Sky Sense Investments Limited, the Company is authorised
to issue 50,000 no par value shares of a single class.  Based solely on 


 


6

















 


our review of the Register of Members,
the share of Sky Sense Limited has been issued, credited as fully paid and
non-assessable (meaning that no further sums are payable to the Company with
respect to the holding of such share) in the following amount and registered in
the following name:


 




	
  Registered Holder

  	
   

  	
  No. and Type of Share

  
	
   

  	
   

  	
   

  
	
  Li Yi

  	
   

  	
  1
  Ordinary Share

  






 


23.           Based
solely upon our review of the Memorandum and Articles of Association and the
Register of Members of Build Up International Investments Limited, the
authorised share capital of the Company is US$50,000 divided into 50,000 shares
with a par value of US$1.00 each.  Based
solely on our review of the Register of Members, the shares of Build Up
International Investments Limited have been issued, credited as fully paid and
non-assessable (meaning that no further sums are payable to the Company with
respect to the holding of such shares) in the following amounts and registered
in the following names:


 




	
  Registered Holders

  	
   

  	
  Nos. and Types of Shares

  
	
   

  	
   

  	
   

  
	
  Huang
  Yiquan

  	
   

  	
  26 Ordinary
  Shares

  
	
   

  	
   

  	
   

  
	
  Lau
  Kam Sze

  	
   

  	
  26
  Ordinary Shares

  






 


24.           Based
solely upon our review of the Memorandum and Articles of Association and the
Register of Members of Ellipsis Limited, the Company is authorised to issue a
maximum of 50,000 shares consisting of one class of shares of par value
US$1.00.  Based solely on our review of
the Register of Members, the share of Ellipsis Limited has been issued,
credited as fully paid and non-assessable (meaning that no further sums are
payable to the Company with respect to the holding of such share) in the
following amount and registered in the following name:


 




	
  Registered Holder

  	
   

  	
  No. and Type of Share

  
	
   

  	
   

  	
   

  
	
  Chen
  Yixiang

  	
   

  	
  1
  Ordinary Share

  






 


25.           Based
solely upon our review of the Memorandum and Articles of Association and the
Register of Members of Warshaw Holdings Limited, the Company is authorised to
issue 50,000 no par value shares. Based solely on our review of the Register of
Members, the shares of Warshaw Holdings Limited has been issued, credited as
fully 


 


7

















 


paid and non-assessable (meaning that
no further sums are payable to the Company with respect to the holding of such
shares) in the following amount and registered in the following name:


 




	
  Registered Holder

  	
   

  	
  Nos. and Type of Share

  
	
   

  	
   

  	
   

  
	
  Li Lo

  	
   

  	
  50,000
  Ordinary Shares

  






 


26.           Based
solely upon our review of the register of mortgages, charges and encumbrances
of Build Up International Investments Limited maintained at its registered
office, there are no entries in such register.


 


This opinion is limited to the matters
referred to herein and shall not be construed as extending to any other matter
or document not referred to herein. This opinion is given solely for your
benefit and the benefit of your legal advisers acting in that capacity in
relation to this transaction and may not be relied upon by any other person
without our prior written consent.


 


This
opinion shall be construed in accordance with the laws of the British Virgin
Islands.


 


Yours
faithfully


 


 


WALKERS


 


8

















 


SCHEDULE 1


 


LIST OF DOCUMENTS EXAMINED


 


1.             The
Certificate of Incorporation dated 5 July 2006 and Memorandum and Articles
of Association of Lakes Invest Limited as registered on 5 July 2006 and
the certified copy of the Register of Members of Lakes Invest Limited dated 26 September 2008.


 


2.             The
Certificate of Incorporation dated 12 September 2006 and Memorandum and
Articles of Association of Sky Sense Investments Limited as registered on 12 September 2006
and the Register of Members of Sky Sense Investments Limited 26 September 2008.


 


3.             The
Certificate of Incorporation dated 5 July 2005 and Memorandum and Articles
of Association of Build Up International Investments Limited as registered on 5
July 2005, the Register of Members of Build Up International Investments
Limited and the Register of Mortgages, Charges and Other Encumbrances of Build
Up International Investments Limited 26 September 2008.


 


4.             The
Certificate of Incorporation dated 17 September 2008 and Memorandum and
Articles of Association of Ellipsis Limited as registered on 17 September 2008
and the Register of Members of Ellipsis Limited 26 September 2008.


 


5.             The
Certificate of Incorporation dated 10 July 2008 and Memorandum and
Articles of Association of Warshaw Holdings Limited as registered on 10 July 2008
and the Register of Members of Warshaw Holdings Limited 26 September 2008.


 


6.             A
search of the public records of each Company on file and available for
inspection at the Registry of Corporate Affairs on 26 September 2008 and
the records of proceedings on file with, and available for inspection on 26 September 2008
at the High Court of the British Virgin Islands.


 


7.             Certificates
of Good Standing dated 24 September 2008 in respect of Lakes Invest Limited,
Sky Sense Investments Limited and Build Up International Investments Limited
and Certificates of Good Standing dated 25 September 2008 in respect of
Ellipsis Limited and Warshaw Holdings Limited, all issued by the Registrar of
Corporate Affairs (the “Certificates of Good
Standing”).


 


8.             Copies
of executed written resolutions of the Board of Directors of each Company dated
25 September 2008 (the “Resolutions”).


 


9.             Copies
of the Documents consisting of the following:


 


(a)                                  Series A
Preferred Share Purchase Agreement (the “Share Purchase Agreement”)
dated 29 September 2008 between the Cayman Company, Grand Sun
International Investment Limited, Trony Solar Science and 


 


9

















 


Technology Development Limited, Li Yi
(the “Founder”), each of the Companies and
each of the Investors as set out in Schedule 1 to the Share Purchase Agreement;


 


(b)                                 Investors’
Rights Agreement (the “IRA”) dated 29 September 2008
and entered into between the Cayman Company, the Founder, each of the Companies
and each of the holders of the Series A Preferred Shares of the Cayman
Company as set out in Schedule 2 to the IRA; and


 


(c)                                  Share
Charge dated 29 September 2008 and entered into between Sky Sense
Investments Limited as chargor and the Cayman Company as company in favour of
JPMorgan Special Situations (Mauritius) Limited and Intel Capital Corporation
(together, the “Chargees”) as chargees.


 


The
documents listed in paragraphs 9 (a) to (c) above inclusive are
collectively referred to in this opinion as the “Documents”.


 


10














 


SCHEDULE 2


 


ASSUMPTIONS


 


1.                                       There
are no provisions of the laws of any jurisdiction outside the British Virgin
Islands which would be contravened by the execution or delivery of the
Documents and that, in so far as any obligation expressed to be incurred under
the Documents is to be performed in or is otherwise subject to the laws of any
jurisdiction outside the British Virgin Islands, its performance will not be
illegal by virtue of the laws of that jurisdiction.


 


2.                                       The
Documents are within the capacity and powers of and have been or will be duly
authorised, executed and delivered by each of the parties thereto (other than
each of the Companies) and constitute or will, when executed and delivered,
constitute the legal, valid and binding obligations of each of the parties
thereto enforceable in accordance with their terms as a matter of the laws of
all relevant jurisdictions (other than the British Virgin Islands).


 


3.                                       The
choice of the laws of the jurisdiction selected to govern the Documents has
been made in good faith and will be regarded as a valid and binding selection
which will be upheld in the courts of that jurisdiction and all other relevant
jurisdictions (other than the British Virgin Islands).


 


4.                                       All
authorisations, approvals, consents, licences and exemptions required by, and
all filings and other requirements of each of the parties to the Documents
outside the British Virgin Islands to ensure the legality, validity and
enforceability of the Documents have been or will be duly obtained, made or fulfilled
and are and will remain in full force and effect and that any conditions to
which they are subject have been satisfied.


 


5.                                       That
no director of any Company has a financial interest in or other relationship to
a party to the transaction contemplated by the Documents or if an interest does
exist, that unanimous shareholder approval or ratification will be obtained.


 


6.                                       The
Board of Directors of each Company consider the execution of the Documents and
the transactions contemplated thereby to be in the best interests of that
Company.


 


7.                                       All
conditions precedent, if any, contained in the Documents have been or will be
satisfied or waived.


 


8.                                       Each
of the Companies on the date of execution of the Documents was not unable to
pay its debts as they became due had not failed to comply with any statutory
demand for payment, and does not have any execution or other process issued on
judgement, decree or order of a British Virgin Islands court returned wholly or
partially 


 


11

















 


unsatisfied (“Insolvency
Events”), and the transactions contemplated by the Documents will
not cause an Insolvency Event.


 


9.                                       No
disposition of property effected by the Documents nor any transaction
contemplated thereby is a gift, made at an undervalue, made for no
consideration or for consideration the value of which is significantly less
than the consideration provided by each of the Companies but if it is then each
of the Companies entered into the transaction in good faith and for business
purposes and for which, at the time the transaction was entered into, there
were reasonable grounds for believing that the transaction would benefit such
Company.


 


10.                                 The
transactions contemplated by the Documents do not have the effect of putting a
creditor of any Company in the event of any Company going into an insolvent
liquidation into a better position than the position he would have been in if
the transactions had not taken place, and if it does, then the transaction is
in the ordinary course of business.


 


11.                                 Any
floating charge created by any of the Documents has been given to secure money
advanced or paid to each of the Companies at the same time as, or after the
creation of the floating charge, or the amount of any liability of each of the Companies
has been discharged or reduced, at the same time as, or after, the creation of
the charge, or the floating charge is given to secure the value of assets sold
or supplied, or services supplied to each of the Companies at the same time as,
or after, the creation of the floating charge.


 


12.                                 The
terms of the transactions contemplated by the Documents in relation to the
provision of credit, if any, to each of the Companies having regard to the risk
accepted by the person providing credit do not grossly contravene ordinary
principles of fair trading nor are the terms of the transactions such as to
require grossly exorbitant payments to be made (whether unconditionally or in
certain contingencies) in respect of the provision of credit.


 


13.                                 All
documents examined in connection with this opinion are authentic, all seals
thereon and the signatures and initials thereon of any person authorised to
execute the Documents are genuine, all such documents purporting to be sealed
have been so sealed, all copies are complete and conform to their originals and
the Documents conform in every material respect to the latest drafts of the
same produced to us and, where provided in successive drafts, have been marked
up to indicate all changes to such Documents.


 


14.                                 The
copy of the Memorandum and Articles of Association of each Company and other
documents received by us are true and correct copies of the originals of the
same.


 


15.                                 The
Resolutions remain in effect and have not been revoked or varied by the
directors of any of the Companies as at the date of this letter.


 


12

















 


16.                                 None
of the parties to the Documents is a person, political faction or body resident
in or constituted under the laws of any country currently the subject of United
Nations Sanctions.


 


13

















 


SCHEDULE 3


 


QUALIFICATIONS


 


1.                                       The
term “enforceable” and its cognates as used in this opinion means that the
obligations assumed by each Company under the Documents are of a type which the
courts of the British Virgin Islands enforce; this does not mean that those
obligations will necessarily be enforced in all circumstances in accordance
with their terms.  In particular:


 


(a)                                  enforcement
of obligations and the priority of obligations may be limited by bankruptcy,
insolvency, liquidation, reorganisation, readjustment of debts, disclaimer of
onerous property in liquidation or moratorium and other laws of general
application relating to or affecting the rights of creditors or by prescription
or lapse of time;


 


(b)                                 enforcement
may be limited by general principles of equity and, in particular, the
availability of certain equitable remedies such as injunction or specific
performance of an obligation may be limited where the court considers damages
to be an adequate remedy;


 


(c)                                  claims
may become barred under statutes of limitation or may be or become subject to
defences of set-off, counterclaim, estoppel and similar defences;


 


(d)                                 where
obligations are to be performed in a jurisdiction outside the British Virgin
Islands, they may not be enforceable in the British Virgin Islands to the
extent that performance would be illegal under the laws of or contrary to the
public policy of, that jurisdiction;


 


(e)                                  in
liquidation proceedings in respect of the Company before a court of the British
Virgin Islands it is likely that the court will require all debts of the
Company  to be proved in a common
currency, which is likely to be the Company’s functional currency;


 


(f)                                    to
the extent that any provision of the Documents is adjudicated to be penal in
nature, it will not be enforceable in the courts of the British Virgin Islands;
in particular, the enforceability of any provision of the Documents which
imposes additional obligations in the event of any breach or default, or of
payment or prepayment being made other than on an agreed date may be limited to
the extent that it is subsequently adjudicated to be penal in nature and not an
attempt to make a reasonable pre-estimate of loss;


 


(g)                                 to
the extent that the performance of any obligation arising under the Documents
would be fraudulent or contrary to public policy, it will not be enforceable in
the courts of the British Virgin Islands;


 


14

















 


(h)                                 a
British Virgin Islands court will not necessarily award costs in litigation in
accordance with contractual provisions in this regard; and


 


(i)                                     the
effectiveness of terms in the Documents excusing any party from a liability or
duty otherwise owed or indemnifying that party from the consequences of
incurring such liability or breaching such duty shall be construed in
accordance with, and shall be limited by, applicable law, including generally
applicable rules and principles of common law and equity.


 


2.                                       A
certificate, determination, calculation or designation of any party to the
Documents as to any matter provided therein might be held by a British Virgin
Islands court not to be conclusive, final and binding, notwithstanding any
provision to that effect therein contained, if, for example, it could be shown
to have an unreasonable, arbitrary or improper basis or in the event of
manifest error.


 


3.                                       If
any provision of the Documents is held to be illegal, invalid or unenforceable,
severance of such provision from the remaining provisions will be subject to
the discretion of the British Virgin Islands courts notwithstanding any express
provisions in this regard.


 


4.                                       To
maintain the Company in good standing under the laws of the British Virgin
Islands, annual filing fees must be paid to the Registrar of Corporate Affairs.


 


5.                                       We
express no opinion upon the effectiveness of any clause of the Documents
providing that the terms thereof may only be amended in writing.


 


6.                                       Notwithstanding
any purported date of execution in any of the Documents, the rights and
obligations therein contained take effect only on the actual execution and
delivery thereof but the Documents may provide that they have retrospective
effect as between the parties thereto alone.


 


7.                                       All
powers of attorney granted by any of the Companies in the Documents which by
their terms are expressed to be irrevocable are valid and irrevocable only if
given to secure a proprietary interest of the donee of the power or the
performance of an obligation owed to the donee. 
Where a power of attorney granted by any of the Companies is expressed
to be irrevocable and is given to secure (a) a proprietary interest of the
donee of the power or (b) the performance of an obligation owed to the
donee, then, so long as the donee has that interest or the obligation remains
undischarged, the power shall not be revoked (i) by the donor without the
consent of the donee or (ii) by the death, incapacity or bankruptcy of the
donor, or if the donor is a body corporate, by its winding-up or dissolution.


 


8.                                       We
render no opinion as to the specific enforcement as against any of the
Companies of covenants granted by such Company to do or to omit to do any
action or other matter which is reserved by applicable law or the Company’s
constitutional documents to that Company’s shareholders or any other person.


 


15

















 


SCHEDULE 4


 


ADDRESSEES


 


1.                                       JPMorgan
Special Situations (Mauritius) Limited


10, Frere Felix de Valois Street


Port Louis


Mauritius


 


2.                                       Intel
Capital Corporation


c/o Intel Semiconductor Ltd.


32/F, Two Pacific Place


88 Queensway, Central


Hong Kong


 


16














 


EXHIBIT
J


 


SHAREHOLDER’S
LOAN AGREEMENT


 














 


EXHIBIT
K


 


SUBORDINATION
AGREEMENT


 

















 


Exhibit K


 


Execution Version


 


TRONY SOLAR HOLDINGS COMPANY
LIMITED


 


as
Company


 


GRAND
SUN INTERNATIONAL INVESTMENT LIMITED


(新阳国际投资有限公司)


 


as
HK Off-Shore Company


 


TRONY
SOLAR SCIENCE AND TECHNOLOGY DEVELOPMENT LIMITED


(深圳市创益科技发展有限公司)


 


as
PRC On-Shore Company


 


JPMORGAN
SPECIAL SITUATIONS (MAURITIUS) LIMITED


and


INTEL
CAPITAL CORPORATION


 


as
Investors


 


JINJIANG
CITY WEILI WEAVING MANUFACTURING INDUSTRY CO. LTD.


(晋江市威立织造实业有限公司)


as Creditor


 


 






 


SUBORDINATION AGREEMENT


 


Dated September 26,
2008


 






 

















 


CONTENTS


 


	
  Number

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINED
  TERMS AND INTERPRETATION

  	
  2

  
	
   

  	
   

  	
   

  
	
  2.

  	
  SUBORDINATION
  OF INDEBTEDNESS

  	
  3

  
	
   

  	
   

  	
   

  
	
  3.

  	
  PROTECTION OF SUBORDINATION

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.

  	
  TERMINATION

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.

  	
  ASSIGNMENT

  	
  7

  
	
   

  	
   

  	
   

  
	
  6.

  	
  CONSENT
  AND AGREEMENT BY THE CREDITOR

  	
  7

  
	
   

  	
   

  	
   

  
	
  7.

  	
  FURTHER
  ASSURANCES

  	
  7

  
	
   

  	
   

  	
   

  
	
  8.

  	
  NOTICES

  	
  7

  
	
   

  	
   

  	
   

  
	
  9.

  	
  GOVERNING
  LAW

  	
  9

  
	
   

  	
   

  	
   

  
	
  10.

  	
  AMENDMENT

  	
  11

  
	
   

  	
   

  	
   

  
	
  11.

  	
  WAIVER
  AND SEVERABILITY

  	
  11

  
	
   

  	
   

  	
   

  
	
  12.

  	
  MISCELLANEOUS

  	
  11

  



 

















 


THIS SUBORDINATION AGREEMENT (this “Agreement”) is made on September 26, 2008, by and among:


 


(i)                                    TRONY
SOLAR HOLDINGS COMPANY LIMITED, a limited liability
company organized under the laws of the Cayman Islands, whose registered office
is at Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box
2804, George Town, Grand Cayman, Cayman Islands (the “Company”),


 


(ii)                                GRAND
SUN INTERNATIONAL INVESTMENT LIMITED (新阳国际投资有限公司), a limited liability
company organized under the laws of the Hong Kong and a wholly-owned subsidiary
of the Company, whose registered office is at 20B Wanchai Commercial  Center, 194-204 Johnston Rd, Waichai, Hong
Kong (“HK Off-Shore Company”),


 


(iii)                            TRONY
SOLAR SCIENCE AND TECHNOLOGY DEVELOPMENT LIMITED (深圳市创益科技发展有限公司), a wholly-owned foreign
enterprise organized under the laws of the PRC and a wholly-owned subsidiary of
the HK Off-Shore Company, whose registered office is at   5/F East Block, No.2
Building, Guangxian Eastate, 3rd BaGua Rd, Futian District, Shenzhen, China (“PRC On-Shore Company”),


 


(iv)                               JPMORGAN SPECIAL SITUATIONS (MAURITIUS) LIMITED, a company incorporated under the laws of Mauritius, with its address
at 10, Frere Felix de Valois Street, Port Louis Mauritius; and INTEL CAPITAL
CORPORATION, a company incorporated
under the laws of Delaware, with its address at The Corporation Trust Company,
1209 Orange St., Wilmington, Delaware, US 19801 (each a “Investor” and together the “Investors”), and


 


(v)                                   JINJIANG
CITY WEILI WEAVING MANUFACTURING INDUSTRY CO. LTD. (晋江市威立织造实业有限公司)  a limited liability company
organized under the laws of the PRC, whose registered office is at Fujian
Province Jinjiang City Dongshi Town Zhengdong Development Zone (福建省晋江市东石镇振东开发区)(“Creditor”).


 


RECITALS:


 


A.                                   Pursuant to a
series A preferred share purchase agreement dated September 26, 2008 (the “Share Purchase Agreement”) made among the Company, the HK
Off-Shore Company, the PRC On-Shore Company, the Investors and certain other
parties thereto, the Investors have agreed to, severally but not jointly,
purchase certain Series A Preferred Shares for an aggregate purchase price
of US$45,000,000 (the “Purchase Price”)
to be issued by the Company in accordance with terms and conditions of the
Share Purchase Agreement.


 


1

















 


B.                                     Pursuant to the
Restated Articles, the Investors have a right to redeem the Series A
Preferred Share upon the occurrence of certain events.


 


C.                                     The Purchase
Price will be injected, directly or through the HK Offshore Company, into the
PRC On-Shore Company in the form of registered capital and a shareholder’s
loan.


 


D.                                    The PRC
On-Shore Company and the Creditor entered into a loan agreement (the “Loan Agreement”) dated 9 April 2008 whereby the
Creditor has agreed to make a loan facility available to the PRC On-Shore
Company, and such loan facility has been drawn down in full by the PRC On-Shore
Company.


 


E.                                      It is a
condition precedent under the Share Purchase Agreement that, among other
things, the Creditor executes this Agreement.


 


D.                                    For good and
valuable consideration the parties hereto agree as follows.


 


NOW IT IS HEREBY AGREED as follows:


 


1.                                       DEFINED TERMS AND INTERPRETATION


 


1.1                                 Definitions


 


In this Agreement
(including the recitals above), unless the context requires otherwise:


 


(a)                                  all capitalized terms used herein without
definition shall have the meanings assigned thereto in the Share Purchase
Agreement and other the Transaction Documents;


 


(b)                                 terms and expressions defined in or
construed for the purposes of the Transaction Documents which are not defined
in this Agreement shall have the same meanings or be construed in the same
manner when used in this Agreement; and


 


(c)                                  the following terms have the meanings set
out below:


 


“Group Companies”
means the Company, the HK Off-Shore Company and the PRC On-Shore Company (each,
a “Group Company”).


 


“Loan Facility” means a RMB305 million interest free loan
facility for a fixed term of two years (April 10, 2008 to April 10,
2010) made available to the PRC On-Shore Company by the Creditor pursuant to
the Loan Agreement.


 


“PRC” means the People’s Republic of China.


 


2

















 


“Restated Articles” means the Company’s Amended
and Restated Memorandum and Articles of Association adopted at the closing of
the Share Purchase Agreement, as may be amended from time to time.


 


“Senior Obligations” means all debts,
liabilities and obligations of the Company to the Investors in respect of the
Redemption Right (as defined in the Restated Articles).


 


“Security” means
any charge, mortgage, pledge, lien, guarantee, indemnity security interest or
other similar encumbrance.


 


“Subordinated Indebtedness”
means all rights and benefit, present and future, actual or contingent, of any
nature which the Creditor has against, or is owed by, the PRC On-Shore Company,
including the right to receive, demand, sue for and recover for any monies due
to the Creditor from the PRC On-Shore Company under the Loan Agreement and any
other documents entered into in connection therewith.


 


“Transaction Documents” has the same meaning under
the Share Purchase Agreement.


 


“Termination Date”
has the meaning given to it in Clause 4.


 


1.2                                 Interpretation


 


In this Agreement,
unless the context requires otherwise, references to statutory provisions shall
be construed as references to those provisions as replaced, amended, modified
or re-enacted from time to time; words importing the singular include the
plural and vice versa and words importing a gender
include every gender; references to this Agreement or any other Transaction
Document shall be construed as references to such document as the same may be
amended, supplemented or novated from time to time. Unless otherwise stated,
references to Clauses are to clauses of this Agreement.  Clause headings and the table of content are
inserted for reference only and shall be ignored in construing this Agreement.


 


2.                                       SUBORDINATION OF INDEBTEDNESS


 


2.1                                 Subordination


 


In consideration of the Investors agreeing to purchase the Series A Preferred Shares upon
and subject to the terms and conditions of the Share Purchase Agreement and the
due and punctual performance of each Group Company and observance by each Group
Company of its obligations under the Transaction Documents, the Creditor agrees
that throughout the continuance of this Agreement and so long as the Senior
Obligations, or any part thereof, remains outstanding:


 


3

















 


(a)                                  it irrevocably and unconditionally
undertakes to remit to the Investors (or in accordance with their written
directions) any and all monies it receives from time to time from the PRC
On-Shore Company in respect of the Subordinated Indebtedness immediately upon
receipt of the same or, whenever possible, shall instruct the PRC On-Shore
Company to remit such monies directly to the Investors (the Creditor hereby
irrevocably instructs the PRC On-Shore Company to make payments under the Loan
Agreement in accordance with this Clause 2.1(a) and the PRC On-Shore
Company hereby acknowledges and agrees to such payment instructions);


 


(b)                                 the Subordinated Indebtedness owing to
it:


 


(i)                                     is, and shall
remain, subordinated and the payment thereof deferred to all and any rights,
claims and actions which the Investors may now or hereafter have against the
Company in respect of the Senior Obligations;


 


(ii)                                  shall not be
subject to payment or accrual of interest;


 


(iii)                               is and shall
remain unsecured by any Security over the whole or any part of the assets of
the PRC On-Shore Company; and


 


(iv)                              is not, and
shall not become capable of being, subject to any right of set-off or
counterclaim;


 


(c)                                  it (and the PRC On-Shore Company)
irrevocably and unconditionally agree for the benefit of the Investors not to
amend any terms of the Loan Agreement (except as provided for in Clause 6.3
below) nor to assign or transfer any or all of their respective rights and
obligations under the Loan Agreement without the prior written consent of the
Investors.


 


(d)                                 it shall not claim, request, demand, sue
for, take or receive (whether by set-off or in any other manner and whether
from a Group Company or any other person) any money or other property in
respect of the Subordinated Indebtedness or any part thereof except with the
prior written consent of the Investors;


 


(e)                                  if any monies (including the proceeds of
any set-off or counterclaim) or other property are received in respect of the
Subordinated Indebtedness by or on behalf of it, it shall forthwith pay or transfer
the same to the Investors and the Investors may apply the same in or towards
satisfaction of the Senior Obligations; and


 


(f)                                    if any Security is created as Security
for the Subordinated Indebtedness then, immediately on the creation thereof,
the benefit of such Security shall be assigned or transferred in favour of the
Investors as Security for 


 


4

















 


the Senior Obligations and any instrument or agreement evidencing such
Security shall be deposited with the Investors.


 


2.2                                 Proceedings for the
Winding-up of a Group Company


 


In any proceedings
for the compulsory or voluntary winding-up, liquidation or dissolution of the
Group Companies (or any proceedings analogous thereto):


 


(a)                                  the Investors shall be entitled to
receive payment in full of the Senior Obligations before the Creditor shall be
entitled to receive any payment on account of the Subordinated Indebtedness or
any part thereof; and


 


(b)                                 the Creditor agrees that it will prove
for the full amount of its claims in respect of the Subordinated Indebtedness
and that any amounts payable to it in respect of the Subordinated Indebtedness
shall be applied in accordance with Clause 2.1(a) until the whole of the
Senior Obligations shall have been discharged and the remaining balance (if
any) may be applied towards payment of the amounts owing to the Creditor in
respect of the Subordinated Indebtedness.


 


2.3                                 Mandatory Set-off Payment


 


Without prejudice
to Clause 2.1(b)(iv), if, as a result of mandatory provisions of applicable
laws, any amounts that may be owing by the Creditor to the PRC On-Shore Company
are required to be set-off against the Subordinated Indebtedness (the “Set-Off Amounts”), the Creditor shall immediately notify the
Investors of the same and shall promptly pay to the Investors an amount equal
to the Set-Off Amount.


 


3.                                       PROTECTION OF
SUBORDINATION


 


3.1                                 Continuing Subordination


 


The
subordination and payment undertaking provisions in this Agreement shall:


 


(a)                                  remain in full force and effect by way of
continuing subordination;


 


(b)                                 not be affected in any way by any
settlement of account or any other matter or thing until the Termination Date;
and


 


(c)                                  apply notwithstanding any other agreement
between the PRC On-Shore Company and the Creditor (whether present or future)
and prevail over any such agreement to the extent of any inconsistency.


 


3.2                                 Subordination Unaffected


 


The
subordination in this Agreement and the obligations of each of the parties
hereto will not be affected by any act, omission, matter or thing which, but
for this 


 


5

















 


provision,
would reduce, release or prejudice the subordination or any of those
obligations.  This includes:


 


(a)                                  any time or waiver granted to, or
composition with, the Creditor, the PRC On-Shore Company, the Company or any
other person;


 


(b)                                 any release of any person under the terms
of any composition or arrangement;


 


(c)                                  the taking, variation, compromise,
exchange, renewal or release of, or refusal or neglect to perfect, take up or
enforce, any rights against, or security over assets of, the Creditor, the PRC
On-Shore Company, the Company or any other person;


 


(d)                                 any non-presentation or non-observance of
any formality or other requirement in respect of any instrument or any failure
to realize the full value of any other Security;


 


(e)                                  any incapacity or lack of power,
authority or legal personality of or dissolution or change in the members or
status of the Creditor, the PRC On-Shore Company, the Company or any other
person;


 


(f)                                    any variation (however fundamental) or
replacement of a Transaction Document, or the Loan Agreement, or any other
document or security so that references to that Transaction Document or the
Loan Agreement or other document in this Agreement shall include each variation
or replacement;


 


(g)                                 any unenforceability, illegality or
invalidity of any obligation of any person under any Transaction Document or
the Loan Agreement or any other document or security, to the intent that the
obligations of the parties hereto shall remain in full force, and this
Agreement be construed accordingly, as if there were no unenforceability,
illegality or invalidity; or


 


(h)                                 any postponement, discharge, reduction,
non-provability or other similar circumstance affecting any obligation of the
PRC On-Shore Company, the Creditor, the Company or any other person under a
Transaction Document or the Loan Agreement or any other document or security
resulting from any insolvency, liquidation or dissolution proceedings or from
any law, regulation or order so that each such obligation shall for the
purposes of the obligations of the parties hereunder be construed as if there
were no such circumstance.


 


4.                                       TERMINATION


 


At such time as (i) the Senior Obligations are
paid in full to the satisfaction of the Investors in accordance with the
provisions of the Transaction Documents, or (ii) a 


 


6

















 


Qualified IPO occurs, whichever is earlier (the “Termination Date”), this Agreement and all of Investors’
right, title and interest hereunder with respect to Subordinated Indebtedness
shall terminate.


 


5.                                       ASSIGNMENT


 


The Investors are entitled to freely assign their
rights to receive payments from the Creditor and/or the PRC On-Shore Company
with respect to the Senior Obligations under this Agreement, to their
respective affiliates domiciled in the PRC.


 


6.                                       CONSENT AND AGREEMENT BY THE
CREDITOR


 


6.1                                 The Creditor hereby acknowledges and
consents to this Agreement and agrees that it will act in conformity with the
provisions hereof.


 


6.2                                 The Creditor hereby agrees not to contest
or impede the exercise by the Investors of any right they have hereunder or in
connection herewith.


 


6.3                                 The Creditor and the PRC On-Shore Company
hereby irrevocably and unconditionally agree that the terms and conditions of
the Loan Agreement are hereby amended such that the maturity date of the Loan
Agreement shall not occur before the Termination Date.


 


6.4                                 The Creditor & the PRC On-Shore
Company hereby represent and warrant that as of the date of this Agreement
other than Loan Facility there are no other indebtedness between them.


 


7.                                       FURTHER ASSURANCES


 


7.1                                 The Creditor further agrees to:


 


(a)                                  execute such affidavits and certificates
as the Investors shall reasonably require to further evidence the agreements
herein contained; and


 


(b)                                 cooperate with the Investors or its
representatives in relation to any matter contemplated by this Agreement.


 


8.                                       NOTICES


 


8.1                                 Delivery


 


All notices and
other communications provided for in, or effected under, this Agreement shall
be in writing and shall be delivered and effective as follows:


 


(a)                                  delivered by hand (effective at
delivery);


 


(b)                                 mailed, first class postage prepaid,
return receipt requested (effective on the third business day after deposit in
the mail);


 


7














 


(c)           sent by overnight courier (effective on
the second business day following the business day on which it is delivered to
an internationally recognized courier service); or


 


(d)           sent by facsimile transmission in legible
form and confirmed by hand-delivered, mailed or overnight courier copy
(effective when sent by facsimile transmission and confirmed by the sender’s
facsimile machine printout).  Any such
notice or other communication shall be addressed as follows:


 


If
to the Company:


 


TRONY
SOLAR HOLDINGS COMPANY LIMITED


Address:
Offshore Incorporations (Cayman) Limited,
Scotia Centre, 4th Floor, 

P.O. Box 2804, George Town, Grand Cayman, Cayman Islands


Facsimile:
(86) 755-8328-2919

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


 


If
to the HK Off-Shore Company:


 


GRAND
SUN INTERNATIONAL INVESTMENT LIMITED


(新陽國際投資有限公司)


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


 


Facsimile:
(86) 755-8328-2919

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


 


If
to the PRC On-Shore Company:


 


TRONY
SOLAR SCIENCE AND TECHNOLOGY DEVELOPMENT LIMITED


(深圳市创益科技发展有限公司)


Address:
5/F East Block, No.2 Building, Guangxian Eastate, 3rd BaGua Rd, 

Futian District, Shenzhen, China


Facsimile:
(86) 755-8328-2919

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


 


If
to the Investors:


 


JPMORGAN
SPECIAL SITUATIONS (MAURITIUS) LIMITED

10, Frere Felix de Valois Street

Port Louis, Mauritius


 


8

















 


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


 


JPMorgan
Special Situations (Mauritius) Limited


Global
Special Opportunities Group Middle Office


Attention:
Angelica Siu / Tina Xu


26/F
Chater House


8
Connaught Road


Central,
Hong Kong


Email:
gsog-mo@jpmorgan.com


Tel:
(852) 2800-7128 / 8761


Fax:
(852) 2800-4613


 


and
to:


 


INTEL
CAPITAL CORPORATION


c/o
Intel Semiconductor Ltd.


32/F,
Two Pacific Place


88
Queensway, Central


Hong
Kong


Attention:
APAC Portfolio Management


Fax:
+852 2240-3775


 


If
to the Creditor:


 


JINJIANG
CITY WEILI WEAVING MANUFACTURING INDUSTRY CO. LTD.

(晋江市威立织造实业有限公司)


Address: 福建省晋江市东石镇振东开发区


Tel: 0086-595- 85578889 85591898


Fax: 0086-595-85592289


Email: info@weili-fj.com


 


8.2           Language


 


Each notice, demand or
other communication hereunder and any other documents required to be delivered
hereunder shall be either in English or accompanied by a certified translation
thereof into the English language and the English language version shall
control the meaning of the matters set forth therein.


 


9.             GOVERNING LAW


 


9.1           Law


 


This Agreement and the rights and obligations of the
parties hereunder shall be governed by and construed in accordance with the
laws of the PRC.


 


9

















 


9.2           Dispute Resolutions


 


Any dispute, controversy
or difference arising out of, in connection with or relating to this Contract,
or the breach, termination or invalidity thereof (a “Dispute”) shall be
resolved by arbitration pursuant to this Section 9.2.  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. 
The language to be used in the arbitral proceedings shall be
English.  If the UNCITRAL Rules are
in conflict with the provisions of this Section 9.2, including the
provisions concerning the appointment of the arbitrator, the provisions of this
Section 9.2 shall prevail.  The
arbitrator shall decide any dispute submitted by the parties to the arbitration
strictly in accordance with the substantive law of the PRC and shall not apply
any other substantive law.  In making the
award, the arbitrator shall have the authority to award attorney’s fees and
other costs and expenses of the arbitration in accordance with this Agreement
and as the arbitrator deems just and appropriate under the circumstances.  Each party hereto shall cooperate with the
others in making full disclosure of and providing complete access to all
information and documents requested by the others in connection with such
arbitral proceedings, subject only to any attorney-client or other applicable
legal privilege and confidentiality obligations binding on such party.  The award shall be issued within six (6) months
of the appointment of the arbitrator, provided, however, that the arbitrator
shall, upon a finding that it is impracticable to meet such deadline consistent
with the arbitrator’s primary obligation justly to determine the controversy
before the arbitrator, have discretion to extend or alter such deadline to the
extent necessary to prevent injustice or preserve the enforceability of the
arbitrator’s award.  The award of the
arbitrator shall be final and binding upon the disputing parties, and any party
may apply to a court of competent jurisdiction for enforcement of such
award.  The parties shall cooperate and use
their respective best efforts to take all actions reasonably required to
facilitate the prompt enforcement in the PRC or in any other jurisdiction of
any arbitral award made by the arbitrator. 
A party shall be entitled to seek preliminary injunctive relief, if
possible, from any court of competent jurisdiction pending the appointment of
the arbitrator.


 


In order to facilitate
the comprehensive resolution of related disputes, and upon request of any Party to the
arbitration proceeding, the arbitration tribunal may, within 30 days of its
appointment, consolidate the arbitration proceeding with any other arbitration
proceeding involving the Investors, on the one hand, against any of the Group
Companies, the Creditor, as applicable, on the other hand, relating to this
Agreement or  any of the
Transaction Documents
entered into by the same parties involved in
the arbitration or
the matters contemplated herein or therein. 
The arbitration tribunal shall not consolidate such arbitrations unless
it determines that (i) there are issues of fact or law common to the
proceedings, so that a consolidated proceeding would be more efficient than
separate proceedings, and (ii) no Party would be
prejudiced as a result of such consolidation through undue


 


10

















 


delay, conflict of
interest or otherwise.  In the event of
conflicting awards on the issue of consolidation by the arbitration tribunal
constituted hereunder and any tribunal constituted under any Transaction Documents or any other agreements related to matters contemplated herein or
therein relating to disputes between the Investors, on the one hand, against
any of the Group Companies or the Creditor, on the other hand, the ruling of the
tribunal constituted under this Agreement will govern.


 


9.3           Waiver of Immunity


 


The Creditor irrevocably waives any immunity to
which it or its property may at any time be or become entitled, whether
characterized as sovereign immunity or otherwise, from any set-off or legal
action in the Cayman Islands, Hong Kong, PRC or elsewhere, including immunity
from service of process, immunity for jurisdiction of any court or tribunal,
and immunity of any of its property from attachment prior to judgment or from
execution of a judgment.


 


10.           AMENDMENT


 


Except as otherwise expressly provided in this
Agreement any provision of this Agreement may be amended, modified or
supplemented only by an instrument in writing signed by the parties hereto.


 


11.           WAIVER AND SEVERABILITY


 


11.1         No delay on the part of the Investors in
exercising any rights hereunder or failure to exercise the same shall operate
as a waiver of such rights, and no notice to or demand on the Creditor shall be
deemed to be a waiver of the right of the Investors to take further action
without notice or demand.


 


11.2         If any term, covenant or condition of
this Agreement or the application thereof to any circumstances shall be invalid
or unenforceable to any extent, the remaining terms, covenants and conditions
of this Agreement or the application thereof to any circumstances other than
those as to which such term, covenant or condition is held invalid or
unenforceable, shall not be affected thereby and each remaining term, covenant
and condition shall be valid and enforceable to the fullest extent permitted by
law.


 


11.3         The rights and obligations of the
Investors under and pursuant to this Agreement are several and not joint.


 


12.           MISCELLANEOUS


 


12.1         Execution; Counterparts


 


This
Agreement shall become effective as of the Closing Date.  The parties hereto may execute this Agreement
in separate counterparts, each of which shall 


 


11

















 


constitute
an original but all of which, together, shall constitute one and the same
document.


 


12.2         Entire Agreement


 


This
Agreement, the other Transaction Documents and the documents referred to herein
or therein constitute the entire agreement of the parties hereto and supersede
any previous expressions of intent, term sheet or understandings in respect of
this transaction. 


 


12

















 


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


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  TRONY
  SOLAR HOLDINGS COMPANY LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


SIGNATURE PAGE TO SUBORDINATION AGREEMENT


 

















 


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


 


	
   

  	
  HK
  OFF-SHORE
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  GRAND
  SUN INTERNATIONAL  INVESTMENT LIMITED 

  
	
   

  	
  (新陽國際投資有限公司)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


SIGNATURE PAGE TO SUBORDINATION AGREEMENT


 

















 


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


 


 


	
   

  	
  PRC
  ON-SHORE COMPANY:

  
	
   

  	
   

  
	
   

  	
  TRONY
  SOLAR SCIENCE AND TECHNOLOGY DEVELOPMENT LIMITED

  
	
   

  	
  (深圳市创益科技发展有限公司)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


SIGNATURE PAGE TO SUBORDINATION AGREEMENT


 

















 


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


 


	
   

  	
  INVESTOR:

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  SPECIAL SITUATIONS (MAURITIUS) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


SIGNATURE PAGE TO SUBORDINATION AGREEMENT


 

















 


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


 


 


	
   

  	
  INVESTOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INTEL
  CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


SIGNATURE PAGE TO SUBORDINATION AGREEMENT


 

















 


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


 


	
   

  	
  CREDITOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JINJIANG CITY WEILI WEAVING MANUFACTURING
  INDUSTRY CO. LTD. 

  
	
   

  	
  (晋江市威立织造实业有限公司)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


SIGNATURE PAGE TO SUBORDINATION AGREEMENT


 














 


EXHIBIT
L


 


ESCROW
AGREEMENT


 

















 


Exhibit L


 


Execution
Version


 


ESCROW
AGREEMENT


 


THIS ESCROW
AGREEMENT (as the same may be amended or modified from time to time and
including any and all written instructions given to “Escrow Agent” (hereinafter
defined) pursuant hereto, this “Escrow Agreement”) is made and entered into as
of September 25, 2008, by and among Trony Solar Holdings Company Limited,
a limited liability company organized under the laws of the Cayman Islands (“Party
A”), JPMorgan Special Situations (Mauritius) Limited, a company organized under
the law of Mauritius (“Party B”), Intel Capital Corporation, a company
organized under the laws of Delaware, U.S.A. (“Party C” and together with Party
A and Party B, sometimes referred to individually
as “Party” or  collectively
as the “Parties”), and JPMorgan Chase Bank, N.A. (the “Escrow Agent”).


 


WHEREAS,
the Parties and the other parties identified therein have entered
into a Series A Preferred Share Purchase Agreement dated on or about September 25,
2008 (the “Underlying Agreement”), pursuant to which Party A has agreed to
issue and sell to each of Party B and Party C, and each of Party B and Party C
has agreed to purchase certain Series A Convertible Redeemable Preferred
Shares of par value of US$0.0001 per share (the “Series A Preferred Shares”)
pursuant to the terms and conditions contained therein. Capitalized terms used
but not otherwise defined herein shall have the meaning set forth in the
Underlying Agreement;


 


WHEREAS, the Parties have agreed that Party B
and Party C shall deposit in escrow certain funds and wish such deposit to be
subject to the terms and conditions set forth herein.


 


NOW
THEREFORE, in
consideration of the foregoing and of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:


 


1.             Appointment


 


The Parties hereby
appoint the Escrow Agent as their escrow agent for the purposes set forth
herein, and the Escrow Agent hereby accepts such appointment under the terms
and conditions set forth herein.


 


2.             Escrow Fund


 


2.1           Party B and Party C agree to deposit with the Escrow Agent the sum of $10,000,000
(the “Escrow Fund”) as follows:


 


	
   

  	
  Party
  B:

  	
   

  	
  US$

  	
  5,555,556

  	
   

  
	
   

  	
  Party
  C:

  	
   

  	
  US$

  	
  4,444,444

  	
   

  
	
   

  	
  Total

  	
   

  	
  US$

  	
  10,000,000

  	
   

  



 


2.2           The Escrow Agent shall hold the Escrow Fund on the
terms and subject to the conditions of this Escrow Agreement.


 


3.             Deposit of Escrow Fund


 


3.1           During the term of this Escrow Agreement, the Escrow
Fund shall be invested in an interest-bearing demand deposit account or such
other accounts as may be directed in writing by the Parties and as are
reasonably acceptable to the Escrow Agent and the Parties with the Escrow
Agent.


 


3.2           The Escrow Agent shall send statements containing
details of the Escrow Fund to each of the Parties on a monthly basis or otherwise
as the Parties and Escrow Agent shall agree. The statement shall include (i) the
balance of the Escrow Fund; (ii) the amount of interest accrued and paid;
and (iii) any other payments out of the Escrow Fund made.


 


This document contains information that is confidential and the
property of J.P. Morgan Chase & Co. It may not be copied, published or
used, in whole or in part, for any purpose other than as expressly authorised
by J.P. Morgan Chase & Co.


© J.P. Morgan Chase & Co. 2001. 
All Rights Reserved


093936-0002-11531-HongKong.2041442.2


 


1

















 


3.3           Escrow Fund held by the Escrow Agent will accrue
interest on a daily basis. Interest accruing in respect of the Escrow Fund
shall be shall constitute a part of the Escrow Fund and shall be disbursed as
provided in Section 4.1 below.


 


3.4           The Escrow Agent shall have the right to liquidate the
Escrow Fund in order to provide funds necessary to make required payments under
this Escrow Agreement.


 


3.5           Receipt of the Escrow Fund shall be confirmed by
Escrow Agent as soon as practicable by account statement, and any discrepancies
in any such account statement shall be noted by Parties to Escrow Agent within
thirty (30) calendar days after receipt thereof.  Failure to inform Escrow Agent in writing of
any discrepancies in any such account statement within said thirty (30) day
period shall conclusively be deemed confirmation of the accuracy and
completeness of such account statement in its entirety.


 


4.             Disposition and Termination


 


4.1           Party B and Party C shall
jointly instruct the Escrow Agent to disburse and release any and all funds
available in the Escrow Fund to an account designated by Party A in accordance
with Section 6.16 of the Underlying Agreement and upon receipt of such
written instructions, Escrow Agent shall disburse and release such funds in
accordance with such written instructions.


 


4.2           Upon the delivery of the Escrow Fund by the Escrow
Agent to Party A as directed by the Parties in accordance with this Escrow Agreement,
this Escrow Agreement and the duties and obligations of the Escrow Agent under
this Escrow Agreement shall terminate, except for the provisions of Sections 7,
8 and 9, which shall survive the termination of this Escrow Agreement.


 


5.             Escrow Agent


 


5.1           The Escrow Agent shall have only those duties as are
specifically and expressly provided herein (and no implied duties), which shall
be deemed purely ministerial in nature, and shall under no circumstances be
deemed a fiduciary for any of the parties to this Escrow Agreement.  The Escrow Agent shall neither be responsible
for, nor chargeable with, knowledge of, or have any requirements to comply
with, the terms and conditions of any other agreement, instrument or document
between the Parties, in connection herewith, if any, including without
limitation the Underlying Agreement, nor
shall the Escrow Agent be required to determine if any person or entity
has complied with any such agreements, even though reference thereto may be
made in this Escrow Agreement.


 


5.2           In the event of any conflict between the terms and
provisions of this Escrow Agreement and those of the Underlying Agreement or any other agreement among the Parties, the
terms and conditions of this Escrow Agreement shall control.


 


5.3           The Escrow Agent shall hold the Escrow Fund in
accordance with this Agreement and, in particular, (but without limitation)
shall not release any part of the Escrow Fund, except as expressly provided in
this Agreement.


 


5.4           Subject to Section 11, the Escrow Agent may rely
upon and shall not be liable for acting or refraining from acting upon any
written notice, document, instruction or request furnished to it hereunder and
believed by it to be genuine and to have been signed or presented by the proper
party or parties without inquiry and without requiring substantiating evidence
of any kind. Subject to Section 11, the Escrow Agent shall be under no
duty to inquire into or investigate the validity, accuracy or content of any
such document, notice, instruction or request.


 


5.5           The Escrow Agent shall have no duty to solicit any
payments which may be due to it or the Escrow Fund, nor shall the Escrow Agent
have any duty or obligation to confirm or verify the accuracy or correctness of
any amounts deposited with it hereunder.


 


5.6           In no circumstances shall the Escrow Agent be obliged to make any
payment from the Escrow Account where this would result in a negative balance
on the Escrow Account.


 


2

















 


5.7           The Escrow Agent shall have no duty or obligation to
make any calculations of any kind hereunder.


 


5.8           The Escrow Agent shall not be liable for
any action taken, suffered or omitted to be taken by it except to the extent
that a final adjudication of a court of competent jurisdiction determines that
the Escrow Agent’s gross negligence, fraud or willful misconduct was the
primary cause of any loss to either
Party.


 


5.9           The Escrow Agent may consult with
counsel, accountants and other skilled persons to be selected and retained by
it.


 


5.10         None of the Escrow Agent and its affiliated entities, and their
respective directors, officers and employees shall in any circumstances be
liable to any Party for any loss, damage or expense suffered by or incurred to
any Party as a result of insolvency of any settlement system.


 


5.11         In the event that the Escrow Agent shall
be uncertain or believe there is some ambiguity as to its duties or rights
hereunder or shall receive instructions, claims or demands from any Party
hereto which, in its opinion, are insufficient or incomplete or conflict with
any of the provisions of this Escrow Agreement or any applicable law, rule,
regulation, order, ruling or directive, or any rule, policy, code, requirement
or determination of any government, regulatory or self-regulatory body or
market practice, it shall be entitled to refrain from taking any action and its
sole obligation shall be to keep safely all property held by it in escrow until
it shall be given a direction in writing by the Parties which eliminates such
ambiguity or uncertainty to the satisfaction of Escrow Agent or by a final and
non-appealable order or judgment of a court of competent jurisdiction..


 


5.12         The Parties agree to pursue any redress
or recourse in connection with any dispute without making the Escrow Agent a
party to the same.


 


5.13         Anything in this Escrow Agreement to the
contrary notwithstanding, in no event shall the Escrow Agent be liable for
special, incidental, punitive, indirect or consequential loss or damage of any
kind whatsoever (including but not limited to lost profits), even if the Escrow
Agent has been advised of the likelihood of such loss or damage and regardless
of the form of action.


 


5.14         The Escrow Agent may engage or be
interested in any financial or other transaction with the Parties or affiliate
thereof, and may act on the instructions of, or as depositary, trustee or agent
for, any committee or body of holders of obligations of such Party or
affiliate, as freely as if it were not the Escrow Agent hereunder.


 


5.15         The Escrow Agent shall not be obligated
to expend or risk its own funds or to take any action which it believes would
expose it to expense or liability or to a risk of incurring expense or
liability.


 


5.16         The rights and remedies of the Parties
set forth in this Escrow Agreement shall be cumulative, and not exclusive, of
any rights and remedies available to it at law or equity or otherwise.


 


6.             Succession


 


6.1           The Escrow Agent may resign and be
discharged from its duties or obligations hereunder by giving 30 days advance notice, in writing of
such resignation to the Parties specifying a date when such resignation shall
take effect.


 


6.2           The Escrow Agent shall have the right to
withhold an amount equal to any amount due and owing to the Escrow Agent, plus
any costs and expenses the Escrow Agent shall reasonably believe may be
incurred by the Escrow Agent in connection with the termination of the Escrow
Agreement.


 


6.3           Any entity (“New Agent”) into which the
Escrow Agent may be merged or converted or with which it may be consolidated,
or any entity (“Transferee”) to which the Escrow Agent transfers all or
substantially all of its escrow business (or a business division of which such
escrow business forms part), shall as from the date of the completion of such
merger, conversion, consolidation or transfer, as the case may be, be the
Escrow Agent under this Escrow Agreement and shall succeed to all rights and obligations
of the Escrow Agent under this Escrow Agreement without consent by, notice to or other 


 


3

















 


further act by any of the parties to this
Escrow Agreement unless such consent, notice or act is required by any
applicable law and may not be waived by the relevant party or parties.  Each of the Parties shall do all such acts
and things as are, in the opinion of the Escrow Agent, necessary or desirable
to procure that the New Agent or Transferee (as the case may be) becomes the
Escrow Agent and succeeds to all rights and obligations of the Escrow Agent
under this Escrow Agreement. Without limiting the generality of the foregoing
sentence, each of the Parties hereby irrevocably authorizes the Escrow Agent as
that Party’s agent to execute all documents with each Transferee to procure
that the Transferee becomes the Escrow Agent and succeeds to all rights and
obligations of the Escrow Agent under this Escrow Agreement.


 


6.4           Escrow Agent’s sole responsibility after the 30-day notice period (as mentioned in Section 6.1
above) expires shall be to hold the Escrow Fund (without any obligation to
reinvest the same) and to deliver the same (i) to a successor escrow
agent, if any, designated by the Parties as notified in writing by the Parties
to the Escrow Agent in accordance with this Escrow Agreement or (ii) to
any Party or the Parties as notified by the Parties in writing to the Escrow
Agent in accordance with this Escrow Agreement, at which time of delivery this
Escrow Agreement and the Escrow Agent’s obligations hereunder shall cease and
terminate, except for the provisions of
Sections 7, 8 and 9, which shall survive the termination of this Escrow
Agreement.


 


6.5           If the Parties have failed to appoint a successor
escrow agent, or instruct the Escrow Agent to deliver the Escrow Fund to any
Party in accordance with paragraph (ii) in Section 6.4 above, prior
to the expiration of thirty (30)
days following receipt of the notice of resignation, the Escrow Agent may
appoint a successor escrow agent of its own choice and (i) any such
appointment shall be binding upon all of the parties hereto; and (ii) the
Escrow Agent shall deliver the Escrow Fund to the successor escrow agent so
appointed, at which time of delivery this Escrow Agreement and the Escrow Agent’s
obligations hereunder shall cease and terminate, except for the provisions of
Sections 7, 8 and 9, which shall survive the termination of this Escrow
Agreement.


 


7.             Compensation and Reimbursement


 


7.1           Party A agrees to:


 


(i)            pay the Escrow Agent upon execution of
this Escrow Agreement and from time to time thereafter compensation for the
services to be rendered hereunder, which unless otherwise agreed in writing
shall be as described in Schedule 2 attached hereto;


 


(ii)           pay or reimburse the Escrow Agent upon
request for all expenses, disbursements and advances, including, without
limitation, fees charged and expenses incurred by any affiliate of the Escrow
Agent in connection with any investment directed under this Escrow Agreement,
and reasonable attorney’s fees and expenses, incurred or made by it in
connection with the preparation, negotiation, execution, performance, delivery,
modification and termination of this Escrow Agreement; and


 


(iii)          pay the Escrow Agent upon its request
fees, if any, assessed by the Escrow Agent for investment services provided by
the Escrow Agent pursuant to this Escrow Agreement.


 


7.2           Part A agrees to pay or reimburse the Escrow
Agent upon request for all expenses, disbursements and advances, including,
without limitation, fees charged and expenses incurred by any affiliate of the
Escrow Agent in connection with any investment directed under this Escrow
Agreement, and reasonable attorney’s fees and expenses, incurred or made by it
in connection with the preparation, negotiation, execution, performance,
delivery, modification and termination of this Escrow Agreement.


 


7.3           All compensation, reimbursement and other amounts
payable by any Party under this Escrow Agreement shall be paid without setoff
and without deduction for any withholding, value-added or other similar taxes,
charges, fees or assessments.  Party A
shall indemnify the Escrow Agent on an after-tax basis against the full amount
of any taxes (including, but not limited to stamp duty), fees, expenses,
assessments or other charges paid by the Escrow Agent and any losses arising
therefrom or with respect thereto, relating to or in connection with any
amounts payable under this Escrow 


 


4

















 


Agreement whether or not
such taxes, fees, expenses, assessments or other charges were correctly or
legally asserted.  If any Party shall be
required by any applicable law to make any deduction or withholding on account
of taxes with respect to any amount payable under this Escrow Agreement, then
it shall (i) pay such additional amounts so that the net amount received
by the Escrow Agent of such payment is not less than the amount which the
Escrow Agent would have received had no such deduction or withholding been
made; and (ii) promptly deliver to the Escrow Agent all tax receipts
evidencing payment of taxes so deducted or withheld.


 


7.4           The obligations contained in this Section 7,  and
Sections 8 and 9 below shall survive the termination of this Escrow
Agreement and the resignation, replacement or removal of the Escrow Agent.


 


8.             Indemnity


 


8.1           Each Party (“Indemnifying Party”)
shall severally, but not jointly, indemnify, defend and save harmless the
Escrow Agent and its affiliates and their respective successors, assigns,
directors, officers, managers, attorneys, accountants, experts, agents and
employees (the “indemnitees”) from and against any and all losses, damages,
claims, liabilities, penalties, judgments, settlements, actions, suits,
proceedings, litigation, investigations, costs and expenses (including, without
limitation, the fees and expenses of in house or outside counsel and experts
and their staffs and all expense of document location, duplication and
shipment) (collectively “Losses”) arising out of or in connection with (i) the
Escrow Agent’s execution and performance of this Escrow Agreement, the enforcement
of any rights or remedies under or in connection with this Escrow Agreement to
the extent such Losses are caused by or attributable to such Indemnifying
Party, or (ii) its following any instructions or other directions from
such Indemnifying Party, except to the extent that its following any such
instruction or direction is expressly forbidden by the terms hereof.


 


8.2           The Parties hereto acknowledge that the indemnities
under Section 8.1 shall survive the resignation, replacement or removal of
the Escrow Agent and the termination of this Escrow Agreement.


 


8.3           The Parties hereby grant the Escrow Agent a lien on,
right of set-off against and security interest in the Escrow Fund for the
payment of any claim for indemnification, compensation, expenses and amounts
due hereunder. In furtherance of the foregoing, the Escrow Agent is expressly
authorized and directed, but shall not be obligated, to charge against and
withdraw from the Escrow Fund for its own account or for the account of any
other indemnitee any amounts due to the Escrow Agent under Section 7 above
or to any indemnitee under this Section 8.


 


8.4           As among the
Parties, anything in
this Escrow Agreement to the contrary notwithstanding, in no event shall Party
A, Party B or Party C be liable for special, incidental, punitive, indirect or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits).


 


9.             Account Opening Information and
Disclosure of Information


 


9.1           Important Information about
Procedures for Opening a New  Account


 


(a)           To help in the
fight against the funding of terrorism and money laundering activities the
Escrow Agent is required along with all financial institutions to obtain,
verify, and record information that identifies each person who opens an account.


 


(b)           When and at any
time after any Party opens an account, the Escrow Agent will ask for and that
Party shall provide all information that will allow the Escrow Agent and/or any
of its affiliated entities to identify that Party (and any relevant underlying
beneficiaries) and to comply with all applicable law, rules, regulations
guidelines and codes of conduct (including those issued by the Hong Kong
Monetary Authority).


 


9.2           Disclosure of
Information


 


(a)           The Parties
irrevocably authorize the Escrow Agent and its affiliated entities, without
further notice to or consent from any of the Parties, and whether during the
continuance of or after the termination of 


 


5

















 


this Escrow Agreement or the Parties’ relationship with the Escrow
Agent, to make the required disclosure of information relating to any of the
Parties, any relevant underlying beneficiaries and/or the Parties’ escrow
account to the relevant authorities (including, without limitation, the Securities
and Futures Commission and the Hong Kong Monetary Authority) or as otherwise
required by any applicable law, court or legal process, and to provide the
relevant authorities or court (as the case may be) with all such documents (or
copies thereof) in the Escrow Agent’s possession as may be requested.


 


(b)           The Parties shall
not in any way hold the Escrow Agent or any of its affiliated entities liable
for any consequences arising from such disclosure.


 


(c)           The provisions
contained in this Section 9 shall survive the termination of this Escrow
Agreement and the resignation, replacement or removal of the Escrow Agent.


 


9.3           Tax Matters.  The Escrow Agent is authorized to deduct or
withhold any sum on account of any Tax required or which in its view is required
to be so deducted or withheld or for which it is in its view liable or
accountable by law or practice of any relevant revenue authority of any
jurisdiction and, in each case, in accordance with the Escrow Agent’s usual and
customary business practice.  In this
Agreement, “Tax” means all present
and future taxes, levies, imposts or duties (including value added taxes and
stamp duties) whatsoever and wheresoever imposed.  Escrow Agent is not responsible for the
preparation or filing of any income, franchise or any other tax returns with
respect to income earned or other transactions effected by the Escrow
account.  The Parties will duly complete
such Tax documentation as the Escrow Agent may request in its absolute discretion.  The Escrow Agent shall have no responsibility
for making reclaims of tax on behalf of the Parties.


 


10.           Notices
and funds transfer information


 


10.1         All
communications hereunder shall be in writing and shall be deemed to be duly
given and received:


 


(i)            upon delivery, if
delivered personally, or upon confirmed transmittal, if by facsimile;


 


(ii)           on the next
Business Day (as hereinafter defined) if sent by overnight courier; or


 


(iii)          four (4) Business
Days after mailing if mailed by prepaid registered mail, return receipt
requested, to the appropriate notice address set forth below or at such other
address as any Party hereto may have furnished to the other Parties in writing
by registered mail, return receipt requested.


 


10.2         All communications or fund transfers made to Party A, Party B,
Party C or the Escrow Agent pursuant to this Escrow Agreement will be made in
accordance with the contact details or banking account information, as the case
may be, shown below:


 


	
  If to Party A

  	
   

  	
  Building Two, Guan Xian Xia Qu, Bagua San Rd.

  
	
   

  	
   

  	
  Futian, Shenzhen, PRC

  
	
   

  	
   

  	
  Attention: Yi Li

  
	
   

  	
   

  	
  Tel No.: (86) 136-0260-7480

  
	
   

  	
   

  	
  Fax No.: (86) 755-8328-2919

  
	
   

  	
   

  	
   

  
	
  Bank account
  information

  	
   

  	
  Account name: Trony Solar Holdings Co.
  Ltd. (formerly known as Super Bonus Ltd.)

  
	
   

  	
   

  	
  Account number: 773-468160-883

  
	
   

  	
   

  	
  Bank: Hang Seng Bank Ltd.

  
	
   

  	
   

  	
  Swift code: HASEHKHH Correspondence bank: HSBC Bank USA, New
  York Correspondence bank swift code: MRMD US33

  
	
   

  	
   

  	
  Correspondence bank Fed Wire Number: FW021001088

  
	
   

  	
   

  	
   

  
	
  If to Party B

  	
   

  	
  JPMorgan Special
  Situations (Mauritius) Limited

  
	
   

  	
   

  	
  10, Frere Felix de Valois Street, Port Louis, Mauritius

  



 


6

















 


	
   

  	
   

  	
  Attention: Angelica Siu /
  Tina Xu

  
	
   

  	
   

  	
  Tel No.: (852) 2800 8761 /
  7128

  
	
   

  	
   

  	
  Fax No.: (852) 2800 4163

  
	
   

  	
   

  	
   

  
	
  Bank account
  information

  	
   

  	
  Account name:  JPMorgan Special Situations (Mauritius)
  Limited

  
	
   

  	
   

  	
  Account number:  080-088925-020

  
	
   

  	
   

  	
  Corresponding Bank:  HSBC Bank USA, N.A.

  
	
   

  	
   

  	
  (SWIFT: MRMDUS33)

  
	
   

  	
   

  	
  Beneficiary Bank:  HSBC Mauritius

  
	
   

  	
   

  	
  (SWIFT: HSBCMUMUOBU)

  
	
   

  	
   

  	
  Reference: “Project
  Trophy”

  
	
   

  	
   

  	
   

  
	
  If to Party C

  	
   

  	
  Intel Capital Corporation

  
	
   

  	
   

  	
  c/o Intel Semiconductor Ltd.

  
	
   

  	
   

  	
  32/F., Two Pacific Place,

  
	
   

  	
   

  	
  88 Queensway,

  
	
   

  	
   

  	
  Central, Hong Kong

  
	
   

  	
   

  	
  Attention: Mike Lam / Florrie Cheng

  
	
   

  	
   

  	
  Tel No.: (852) 2844 4555

  
	
   

  	
   

  	
  Fax No.: (852) 2240 3775

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With copy by email to:

  
	
   

  	
   

  	
  APACportfolio@intel.com

  
	
   

  	
   

  	
  mike.lam@intel.com

  
	
   

  	
   

  	
  florrie.cheng@intel.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With copy to:

  
	
   

  	
   

  	
  Attention:

  	
  M&A Portfolio Manager, RN6-46,

  
	
   

  	
   

  	
   

  	
  2200 Mission College Blvd.,

  
	
   

  	
   

  	
   

  	
  Santa Clara, CA95052

  
	
   

  	
   

  	
   

  	
  Fax No.: (1) 408 765 6038

  
	
   

  	
   

  	
   

  
	
  Bank account
  information

  	
   

  	
  Account name: 0-816292-026

  
	
   

  	
   

  	
  Account number: Intel Capital
  Corporation

  
	
   

  	
   

  	
  Bank (and branch) name: Citibank
  Singapore

  
	
   

  	
   

  	
  Swift address: CITISGSG

  
	
   

  	
   

  	
   

  
	
  If to the Escrow Agent

  	
   

  	
  JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  	
  Clearance and Agency Services

  
	
   

  	
   

  	
  53/F., One Island East,

  
	
   

  	
   

  	
  18 Westlands Road, Hong Kong

  
	
   

  	
   

  	
  Attention: Escrow Department

  
	
   

  	
   

  	
  Fax No.: (852) 2167 8603

  
	
   

  	
   

  	
   

  
	
  Bank account
  information

  	
   

  	
  Corresponding Bank: JPMorgan Chase Bank, N.A., New York

  
	
   

  	
   

  	
  SWIFT: CHASUS33

  
	
   

  	
   

  	
  A/C No.: 001-0-959229 CHIPS UID 018500

  
	
   

  	
   

  	
  Beneficiary Bank: JPMorgan Chase Bank, N.A., Hong Kong Branch

  
	
   

  	
   

  	
  Beneficiary Bank SWIFT: CHASHKHH

  
	
   

  	
   

  	
  Further credit into: JPMCB,NA - Trony Solar - Escrow Account
  A/C# 006872255481

  



 


10.3         Notwithstanding
Sections 10.1 and 10.2, in the case of communications delivered to the Escrow
Agent pursuant to paragraphs (i), (ii) and (iii) of Section 10.1,
such communications shall be deemed to have been given on the date received by
an officer of the Escrow Agent or any employee of the Escrow Agent who reports
directly to any such officer at the above-referenced office.


 


10.4         In the event that
the Escrow Agent, in its sole discretion, shall determine that an emergency
exists, the Escrow Agent may use such other means of communication as the
Escrow Agent deems appropriate.


 


7

















 


10.5         “Business Day”
shall mean any day other than a Saturday, Sunday or any other day on which the
Escrow Agent located at the notice address set forth above is authorized or
required by law or executive order to remain closed.


 


11.           Security
Procedures


 


11.1         Any fund transfer
instruction must include one of the authorized signatures of each Party set out
in Part A of Schedule 1 hereto (“Schedule 1”).


 


11.2         The Parties acknowledge that the account payment
instructions as specified in Section 10.2, as maybe revised from time to
time in accordance with Section 10.1, will constitute repetitive funds
transfer instructions being given to the Escrow Agent where only the date of
the requested transfer, the amount of funds to be transferred, and/or the
description of the payment shall change within the repetitive instructions (“Standing
Settlement Instructions”).  Accordingly,
the Parties shall deliver to Escrow Agent such specific Standing Settlement
Instructions as set forth in this Escrow Agreement, by facsimile or other written
instruction.  Escrow Agent may rely
solely upon such Standing Settlement Instructions and all identifying
information set forth therein.  Escrow
Agent and the Parties agree that such Standing Settlement Instructions shall be
effective as the funds transfer instructions of the Parties, without requiring
a verifying callback, whether or not authorized, if such Standing Settlement
Instructions are consistent with previously authenticated Standing Settlement Instructions.  The Parties acknowledge that such Standing
Settlement Instructions are a security procedure and are commercially
reasonable.


 


11.3         The Escrow Agent
and the beneficiary’s bank in any funds transfer may rely solely upon any
account numbers or similar identifying numbers provided by Party A, Party B or
Party C to identify (i) the beneficiary, (ii) the beneficiary’s bank,
or (iii) an intermediary bank.  The
Escrow Agent may apply any funds in the Escrow Fund for any payment order it
executes using any such identifying number, even when its use may result in a
person other than the beneficiary being paid, or the transfer of funds to a
bank other than the beneficiary’s bank or an intermediary bank designated.


 


11.4         The Parties
acknowledge that the security procedures provided in this Section 11 are
commercially reasonable.


 


12.           Parties’ Representations and Warranties


 


Each of the Parties hereby represents,
warrants and undertakes (as the case may be) to the Escrow Agent on a
continuing basis that:


 


(a)           if it is a corporation, it is duly incorporated, established or
constituted (as the case may be) and validly existing under the laws of its
country of incorporation, establishment or constitution (as the case may be);


 


(b)           if it is a corporation, it is duly authorised and has taken all
necessary action to allow it to enter into and perform this Escrow Agreement
and the transactions contemplated under this Escrow Agreement;


 


(c)           if it is a corporation, it has obtained all authorisations of any
governmental authority or regulatory body required in relation to it in
connection with this Escrow Agreement and such authorisations remain in full
force and effect;


 


(d)          the execution, delivery and performance of and the transactions to be
effected under this Escrow Agreement will not violate any law, regulation, or,
in the case of a corporation, its constitutional documents, applicable to it or
any agreement by which it is bound or which any of its assets are affected; and


 


(e)           it will keep this Escrow Agreement confidential and other than where
disclosure is required by applicable law or regulation will only disclose it
(or any part of it) with the prior consent of the Escrow Agent.


 


8

















 


13.           Miscellaneous


 


13.1         The
provisions of this Escrow Agreement may be waived, altered, amended or
supplemented, in whole or in part, only in writing signed by the Escrow Agent
and the Parties.


 


13.2         Neither this
Escrow Agreement nor any right or interest hereunder may be assigned in whole
or in part by the Escrow Agent or any Party, except as provided in Section 6,
without the prior consent of the Escrow Agent and the Parties.


 


13.3         This Escrow
Agreement shall be governed by and construed under the laws of the Hong Kong
Special Administrative Region of the People’s Republic of China (“Hong Kong”).  Each
Party irrevocably waives any objection on the grounds of venue, forum
non-conveniens or any similar grounds and irrevocably consents to service of
process by mail or in any other manner permitted by applicable law and consents
to the exclusive jurisdiction of the courts located in Hong Kong.


 


13.4         No party to this
Escrow Agreement is liable to any other party for losses due to, or if it is
unable to perform its obligations under the terms of this Escrow Agreement
because of, acts of God, fire, war, terrorism, floods, strikes, electrical
outages, equipment or transmission failure, or other causes reasonably beyond
its control.


 


13.5         At any time after the date of this Escrow Agreement each of the Parties
shall, at the reasonable request of the Escrow Agent and at the cost and
expense of the relevant Party or the Parties, execute or procure the execution
of such document(s) and/or do or procure the doing of such acts and things
as the Escrow Agent may in its absolute discretion deem necessary or desirable
for the purpose of carrying out any of its obligations under this Escrow
Agreement.


 


13.6         This
Escrow Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. All signatures of the parties to this Escrow Agreement may
be transmitted by facsimile, and such facsimile will, for all purposes, be
deemed to be the original signature of such party whose signature it
reproduces, and will be binding upon such party.


 


13.7         If any provision
of this Escrow Agreement is determined to be prohibited or unenforceable by
reason of any applicable law of a jurisdiction, then such provision shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions thereof, and any
such prohibition or unenforceability in such jurisdiction shall not invalidate
or render unenforceable such provisions in any other jurisdiction.  Where, however, the conflicting provisions of
any such applicable law may be waived, they are hereby irrevocably waived by
the parties hereto to the fullest extent permitted by law, to the end that this
Escrow Agreement shall be enforced as written.


 


13.8         Except as
expressly provided in Sections 6 and 8 above, nothing in this Escrow Agreement,
whether express or implied, shall be construed to give to any person or entity
other than the Escrow Agent and the Parties any legal or equitable right,
remedy, interest or claim under or in respect of this Escrow Agreement or any
funds escrowed hereunder.


 


9














 


IN WITNESS WHEREOF, the parties
hereto have executed this Escrow Agreement as of the date set forth above.


 


 


	
  duly
  authorized for and on behalf of TRONY
  SOLAR HOLDINGS COMPANY LIMITED

  
	
   

  	
   

  
	
  as Party A

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed Name:

  	
  Yi Li

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Director

  	
   

  



 


10

















 


IN WITNESS WHEREOF, the parties
hereto have executed this Escrow Agreement as of the date set forth above.


 


 


duly
authorized for and on behalf of JPMORGAN
SPECIAL SITUATIONS (MAURITIUS) LIMITED


 


as Party B


 


 


	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


11

















 


IN WITNESS WHEREOF, the parties
hereto have executed this Escrow Agreement as of the date set forth above.


 


 


duly
authorized for and on behalf of INTEL CAPITAL CORPORATION


 


as Party C


 


 


	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


12

















 


IN WITNESS WHEREOF, the parties
hereto have executed this Escrow Agreement as of the date set forth above.


 


 


duly authorized for and on behalf of JPMORGAN
CHASE BANK, N.A.


 


as Escrow Agent


 


 


	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed Name:

  	
   

  	
   

  



 


13

















 


Schedule 1


 


Telephone Number(s) and
Authorized Signature(s) of


Person(s) Designated
to give and confirm (by
Call-Back)  Funds
Transfer Instructions


 


Party A


 


	
   

  	
   

  	
  Name

  	
   

  	
  Telephone Number

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Yi Li

  	
   

  	
  (86) 136-0260-7480

  	
   

  	
   

  



 


14

















 


Schedule 1


 


Telephone Number(s) and
Authorized Signature(s) of


Person(s) Designated
to give and confirm (by
Call-Back)  Funds
Transfer Instructions


 


Party
B


 


	
   

  	
   

  	
  Name

  	
   

  	
  Telephone Number

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Nick Barnes

  	
   

  	
  (852) 2800-8176

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Jo Miyake

  	
   

  	
  (852) 2800-7117

  	
   

  	
   

  



 


Telephone call backs shall be made to both Parties if joint instructions are required pursuant to this Escrow
Agreement. All funds transfer instructions must include the signature of the
person(s) authorizing the said funds transfer and must not be the
same person confirming the said transfer.


 


15

















 


Schedule
1


 


Telephone Number(s) and
Authorized Signature(s) of


Person(s) Designated
to give and confirm (by
Call-Back)  Funds
Transfer Instructions


 


Party
C


 


	
   

  	
   

  	
  Name

  	
   

  	
  Telephone Number

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Michael J. Scown

  	
   

  	
  (852) 2844 4555

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Elizabeth Eby

  	
   

  	
  (852) 2844 4555

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Ravi Jacob

  	
   

  	
  (852) 2844 4555

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Douglas M. Lusk

  	
   

  	
  (852) 2844 4555

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Robert Yenko

  	
   

  	
  (852) 2844 4555

  	
   

  	
   

  



 


Telephone call backs shall be made to both Parties if joint instructions are required pursuant to this Escrow
Agreement. All funds transfer instructions must include the signature of the
person(s) authorizing the said funds transfer and must not be the
same person confirming the said transfer.


 


16














 


EXHIBIT
M


 


IP
LICENSE AGREEMENTS