EXHIBIT 10.21


 


[English Translation]


 


Trony Solar Corporation


 


Strategic Cooperation
Agreement


 


Central China Region
Sunshine Service Center Cooperation Agreement


 

















 


Table of Contents


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Strategic
  Cooperation

  	
  1

  
	
   

  	
  1.1

  	
  Marketing
  strategies

  	
  1

  
	
   

  	
  1.2

  	
  Technical
  strategies

  	
  1

  
	
   

  	
  1.3

  	
  Strategic
  cooperation commitment

  	
  2

  
	
  2.

  	
  Scope
  of Cooperation

  	
  2

  
	
   

  	
  2.1

  	
  Regional
  cooperation

  	
  2

  
	
   

  	
  2.2

  	
  Type
  of cooperation

  	
  2

  
	
   

  	
  2.3

  	
  Cooperation
  market

  	
  2

  
	
  3.

  	
  Responsibilities
  of Party A

  	
  3

  
	
   

  	
  3.1

  	
  Market
  responsibilities

  	
  3

  
	
   

  	
  3.2

  	
  Technical
  responsibilities

  	
  3

  
	
   

  	
  3.3

  	
  Other
  responsibilities

  	
  3

  
	
  4.

  	
  Responsibilities
  of Party B

  	
  3

  
	
   

  	
  4.1

  	
  Market
  responsibilities

  	
  3

  
	
   

  	
  4.2

  	
  Sales
  responsibilities

  	
  3

  
	
   

  	
  4.3

  	
  Other
  related responsibilities

  	
  4

  
	
  5.

  	
  Intellectual
  Property

  	
  4

  
	
   

  	
  5.1

  	
  Responsibilities
  of Party B

  	
  4

  
	
   

  	
  5.2

  	
  Responsibilities
  of Party A

  	
  4

  
	
  6.

  	
  Anti-corruption
  provisions

  	
  4

  
	
  7.

  	
  Confidentiality

  	
  5

  
	
   

  	
  7.1

  	
  Obligations
  of Party A

  	
  5

  
	
   

  	
  7.2

  	
  Obligations
  of Party B

  	
  5

  
	
  8.

  	
  Breach
  of Contract

  	
  5

  
	
  9.

  	
  Transferability

  	
  5

  
	
  10.

  	
  Severability

  	
  5

  
	
  11.

  	
  Waivers

  	
  5

  
	
  12.

  	
  Expenses
  and fees

  	
  6

  
	
  13.

  	
  Term

  	
  6

  
	
  14.

  	
  Notice

  	
  6

  
	
   

  	
  14.1

  	
  Correspondence
  of Party A

  	
  6

  
	
   

  	
  14.2

  	
  Correspondence
  of Party B

  	
  6

  
	
   

  	
  14.3

  	
  Contact
  details

  	
  6

  
	
  15.

  	
  Governing
  Laws

  	
  7

  
	
  16.

  	
  Miscellaneous

  	
  7

  



 

















 


Summary


 


Party A:                                                   Shenzhen Trony Solar Science and Technology Development
Co., Ltd.


 


Address:                                                 12/F, The Pavilion Century Tower, North
Hua Qiang Road, Futian District, Shenzhen, Guangdong Province, China


 


Party B:                 China State Construction Engineering Corporation (Changsha) Fujisash Curtain Wall
Decoration Co., Ltd.


 


Address:                                                 No. 20, Jing Wan Road, Yuhua
District, Changsha, Hunan Province


 


Whereas:


 


1.             To
greatly develop solar energy industry, Party A, as the world leading
photovoltaic “PV”) modules manufacturer and solution provider, intends to make
great efforts to promote application of solar photovoltaic products and
building integrated solar products and introduce its most competitive building
integrated solar products into central China region with its advantage in
research and core manufacturing technology;


 


2.             Party B, with a broad sales network and strong
experience in engineering projects in central China region, intends to
cooperate with Party A, with advanced PV technology, to provide comprehensive
building integrated PV solutions;


 


Therefore, Party A and Party B have agreed to form a
strategic partnership to vigorously promote and develop solar PV application
and building integrated PV application in central China region and jointly
explore solar PV markets in central China region. Therefore, through friendly
negotiations, Party A and Party B have reached the following agreements:


 


1.                   Strategic
Cooperation


 


1.1            Marketing
strategies


 


Party A and Party B shall start full-scale
cooperation in marketing strategies in the development of solar PV products and
building integrated PV application. Party A is willing to provide Party B with
support in marketing strategies; while Party B is willing to provide Party A
with client sources and market information. Party A and Party B shall jointly
explore markets through mutual complement in marketing strategies.


 


1.2            Technical
strategies


 


Party A and Party B shall start full-scale
cooperation in technical strategies in the development of solar PV products and
building integrated PV application. Party A is willing to provide Party B with
technical support, including technical support for pre-sale, in sale and
after-sale services, and ensure Party B to achieve technical advantages; while
Party B is willing to help Party A gain larger market share and market
expansion through market information collection and technical data and
information analysis, such as analysis of product information, 


 


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client information and
competitors’ product information. Party A and Party B shall jointly explore
markets and obtain technological advantage through mutual complement in
technical strategies.


 


1.3            Strategic
cooperation commitment


 


Party A and Party B have formed strategic
partnership through mutual observation and trust. Party A and Party B shall
jointly explore the markets of solar PV applications and building integrated PV
applications through mutual advantage complement.


 


2.                   Scope
of Cooperation


 


2.1            Regional
cooperation


 


Party A authorized Party B to start
full-scale cooperation in the designated region. Such region means central
China region, which covers Hunan, Hubei, Henan, Jiangxi and Guizhou provinces.


 


Party B is willing to start full-scale
cooperation in the region designated by Party A.


 


2.2            Type
of cooperation


 


Party A is willing to set up Trony Science
and Technology — Sunshine Service Center of Central China Region, the Greater
China Area, and provide full-range marketing and technical support through
operation of the Sunshine Service Center in the region.


 


Party B is willing to set up Trony Science and
Technology — Sunshine Service Center of Central China Region, the Greater China
Area in its legal office location, and explore marketing and sales
opportunities in the region with the marketing and technical support provided
by the service center. Party B is willing to choose Party A as its cooperative
partner in solar PV applications and building integrated solar applications in
the region, and team with Party A to promote marketing projects in solar PV
applications and building integrated solar applications in the region.


 


2.3            Cooperation
market


 


Party A is willing to cooperate with Party B
to explore the market of building integrated solar applications in central
China region, focusing on solar PV wall products which have great prospects in
the region.


 


Party B is willing to start marketing and
sales projects in the region designated by Party A, and popularize building
integrated PV applications in the region relying on its advantage in market
information and client sources.


 


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3.                   Responsibilities
of Party A


 


3.1            Market
responsibilities


 


Party A is willing to provide support for
marketing services in the region, including pre-sale orientation, pre-sale
seminars, marketing materials, marketing videos, exhibition information and
other related marketing services, in its cooperation with Party B on marketing
and sales activities.


 


3.2            Technical
responsibilities


 


Party A is willing to provide technical
support in the region, including the technical support in pre-sale, in sale and
after-sale services.


 


When projects are under way in the region,
Party A shall provide necessary technical support for the clients of Party B.
The technical support provided by Party A includes technical guidance for
ongoing projects by engineers arranged by Party A, technical menu preparation
and on-site technical supervision. Party A shall also provide after-sale
technical support by arranging engineers to provide related technical services,
such as on-side technical processing, system detection and troubleshooting,
system monitoring and pilot operation.


 


3.3            Other
responsibilities


 


Party A is willing to provide other marketing
related support in the region, including helping Party B arrange for clients to
visit successful project sites and to interview successful parties, and if
necessary, helping arrange for clients to visit Trony Science and Technology’s
manufacturing facilities to increase clients’ trust in Trony brand and products
quality.


 


4.                   Responsibilities
of Party B


 


4.1            Market
responsibilities


 


Party B shall promote marketing activities in
the region, and provide clients with project orientation and marketing
materials with the help of marketing services provided by Party A. Party B
shall arrange for professional and full-time personnel to be responsible for
regular client visits and marketing presentations in the region and to increase
its public recognition through frequent and efficient marketing activities.


 


Party B is willing to share all its business
related marketing information in the region with Party A, and provide better
project guidance through good communication and exchanges of the two parties.


 


4.2            Sales
responsibilities


 


Party B shall conduct sales in the region,
and provide project guidance for clients and help clients execute orders with
the help of marketing services and technical support from Party A. Party B
shall arrange for professional and full-time personnel to be responsible for
sales supervision, client visit and information collection for the clients.


 


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Party B shall make every effort to conduct
client-oriented public relations activities during the sale, and ensure a close
relationship with clients to be maintained.


 


4.3            Other
related responsibilities


 


If requested by Party A, Party B shall help
Party A arrange for clients in other regions to have on-site visit and have
client interview in the cooperative region, and help Party A increase the
interest of clients in others regions in solar PV application and building
integrated PV application projects.


 


If requested by Party A, Party B shall help
Party A with exhibition and marketing activities in the cooperative region.


 


5.                   Intellectual
Property


 


5.1            Responsibilities
of Party B


 


Party B guarantees that no dispute exists
over the intellectual property involved in the cooperation with Party A,
intellectual property with legal ownership and use right, if the cooperation
project between Party A and Party B cannot be conducted, or will bear great
loss if the project is continued because of legal proceeding or arbitration by
a third party, Party B shall be reliable for compensation;


 


5.2            Responsibilities
of Party A


 


Party A guarantees that no dispute exists
over the intellectual property involved in the cooperation with Party B,
intellectual property with legal ownership and use right, if the cooperation
project between Party A and Party B cannot be conducted, or will bear great
loss if the project is continued because of legal proceeding or arbitration by
a third party, Party A shall be reliable for compensation;


 


6.                   Anti-corruption
provisions


 


Party B shall declare clearly and guarantee
that they shall not conduct any activities including but not limited to offers
or promises of payment to the government or political jurisdiction or sub
regions or any representatives, political party or officials of Party A when
performing this contract, it will constitute a breach of law.


 


In any circumstances, Party B shall not
provide any interest or benefits in money or other forms to government
officials and other parties. Therefore, Party B shall no provide any interest
or benefits, or temptation, seduction, undue influence, bribery, impose,
coercion or in other means directly or indirectly to influence a buyer to make
an offer, an agreement, a transfer or a purchase.


 


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7.                   Confidentiality


 


7.1            Obligations
of Party A


 


Party A shall take precautions to protect
materials and information provided by Party B, and make sure that its potential
partners in the project will take the
same precautions to avoid any unauthorized usage, distribution or publicity.


 


7.2            Obligations
of Party B


 


Party B shall take precautions to protect
materials and information provided by Party A, and make sure that its potential
partners in the project will take the
same precautions to avoid any unauthorized usage, distribution or publicity.


 


8.                   Breach
of Contract


 


The Parties shall have conforming
responsibilities to each other and will compensate the other Party for any loss incurred, if
it does not perform or does not fully perform its obligations under this
Agreement.


 


Either Party has the
right to request compensation if a breach by the other Party makes it impossible to perform this
Agreement.


 


9.                   Transferability


 


Neither Party can
transfer and shall not intend to
transfer its rights, in whole or in part, under this Agreement to a third party
without a prior written consent of the other Party.


 


10.            Severability


 


If any term of this Agreement is deemed
invalid or incapable of being enforced by law or
arbitration, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the purpose of this
Agreement is not materially affected in any manner, unless such conditions and
provisions are integral to the terms invalid or incapable of being enforced.


 


Upon such determination that any term or
other provision is invalid or incapable of being enforced, the Parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the Parties as closely as possible in an acceptable manner
to the end that transactions contemplated hereby are fulfilled to the extent
possible.


 


11.            Waivers


 


No failure or delay on the part of any Party
hereto in the exercise of any right hereunder will impair such right or be
construed to be a waiver of, or acquiescence in, any breach of such rights, nor
will any single or partial exercise of any such right preclude other or further
exercise thereof or of any other right. 
All rights and remedies existing under this Agreement are 


 


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cumulative to, and not
exclusive to, and not exclusive of, any rights or remedies otherwise available.


 


12.            Expenses
and fees


 


Both Parties shall be responsible for their own expenses
and fees in connection with the drafting, negotiation, confirmation and signing
of this Agreement and other anticipated agreements or documents.


 


13.            Term


 


This Agreement is effective for a year, starting
from the signing of this Agreement.


 


14.            Notice


 


All notices or other communications which are
required or permitted hereunder shall be in writing and will be considered sufficient if delivered personally or sent by
EMS, or by electronic mail or facsimile, as follows:


 


14.1     Correspondence
of Party A


 


Address: 12F, The Pavilion Century Tower,
Futian District, Shenzhen, Guangdong province, People’s Republic of China


 


Zip code: 518028


Tel: 0755-83282939


Fax: 0755-83282919


E-mail:
info@trony.com


Recipient: Mr. Li,
Xuelin, Marketing Center


 


14.2     Correspondence
of Party B


 


Address: No. 20, Jing Wan Road, Yuhua
District, Changsha, Hunan Province


 


Zip code: 410004


Tel: 0731-5580881


Fax: 0731-5581518


Recipient: Mr. Li,
Shuisheng


 


14.3     Contact
details


 


·                  in the case of personal delivery, upon
delivery


·                  in the case of electronic mail, on the date
of such delivery, unless there is evidence that the electronic mail does not go
through.


·                  in the case of facsimile, upon delivery.


·                  in the case of EMS, on the fifth date after
the sending of the document.


 


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·                  If either Party changes its address, it shall
inform the other Party within two days of the change.
Otherwise, it shall bear any legal consequences if notice cannot be delivered
to the other Party.


 


15.            Governing
Laws


 


This Agreement shall be governed by and
construed under the laws of the People’s Republic of China in connection with
construction, effect, interpretation, modification and termination.


 


Parties shall negotiate disputes resulting
from interpretation or performance of this Agreement; if the dispute cannot be
resolved through negotiations, then either Party can submit to the people’s
court where the construction is located.


 


16.            Miscellaneous


 


·                  This Agreement is effective once signed and
sealed by both Parties.


·                  This Agreement shall be executed in two
counterparts, and held by Party A and Party B. Both counterparts have the same
legal effect.


·                  All revisions, supplements, deletions or
changes shall be made in written form and are effective once sealed by both
Parties.


 


China State Construction Engineering Corporation (Changsha) Fujisash Curtain Wall
Decoration Co., Ltd.


Address:
No. 20, Jing Wan Road, Yuhua District, Changsha, Hunan Province


Postal
code: 410004


Telephone:
0731-5580881


Representative:
Li Shuisheng


(Company
seal)


Date: June 5,
2009


 


Shenzhen
Trony Solar
Science and Technology Development Co., Ltd.


Address: 5/F, Building 2, Guangxian Estate, Bagua 3rd Road, Futian
District, Shenzhen


Postal
code: 518029


Telephone: 0755-8328 2929


Representative: Li Xuelin


(Company seal)


Date: June 5, 2009


 


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