Exhibit
10.16


 


CONFORMED COPY


 


TRONY SOLAR
HOLDINGS COMPANY LIMITED


 


and


 


ICBC INTERNATIONAL
FINANCE LTD.


 


and


 


ICBC INTERNATIONAL
OVERSEAS INVESTMENT LTD.


 


and


 


JPMORGAN
SPECIAL SITUATIONS (MAURITIUS) LIMITED


 


and


 


INTEL
CAPITAL CORPORATION


 


 






 


REGISTRATION RIGHTS AGREEMENT


 






 


 


October 12, 2009


 

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Registration
  Rights

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Definitions

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.2

  	
  Company
  Registration

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.3

  	
  Obligations of
  the Company

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.4

  	
  Furnish
  Information

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.5

  	
  Expenses of
  Registration

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.6

  	
  Underwriting
  Requirements

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.7

  	
  Delay of
  Registration

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.8

  	
  Indemnification

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.9

  	
  Reports Under
  the Exchange Act

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.10

  	
  Exercise or
  Conversion

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.11

  	
  Lock-up

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.12

  	
  Termination of
  Registration Rights

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Miscellaneous

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Entire
  Agreement

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.2

  	
  Successors and
  Assigns

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.3

  	
  Amendments and
  Waivers

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.4

  	
  Notices

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.5

  	
  Severability

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.6

  	
  Governing Law

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.7

  	
  Dispute
  Resolution

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.8

  	
  Confidential
  Information

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.9

  	
  No
  Partnership, Agency or Trust

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.10

  	
  Titles and
  Subtitles

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.11

  	
  Counterparts

  	
  13

  



 

















 


TRONY SOLAR
HOLDINGS COMPANY LIMITED


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is made and entered into as of October 12, 2009, by and
between Trony Solar Holdings Co. Ltd., a limited liability company organized
under the laws of the Cayman Islands (the “Company”), ICBC International
Finance Ltd. (the “Bank”), ICBC International Overseas Investment Ltd. (“ICBC”)
and JPMorgan Special Situations (Mauritius) Limited and Intel Capital
Corporation together with the Company and the Bank, the “Parties”).


 


RECITALS


 


A.                                   Lakes Invest Limited, a shareholder of the Company (“Lakes Invest”)
has entered into a loan agreement with the Bank dated as of October 2, 2009 (the “Loan
Agreement”), pursuant to which Lakes Invest will obtain a loan (the “Loan”) in a principal amount of up to US$30,000,000 from the
Bank.


 


B.                                     Lakes Invest has executed an ordinary
share purchase warrant (the “Warrant”) dated as of October 12,
2009, pursuant to which Lakes Invest has granted a warrant to ICBC to purchase
the Warrant Shares (as defined in the Warrant).


 


C.                                     Lakes Invest
has executed a Deed of Share Charge in favor of the Bank to be dated on or
around the First Borrowing Date (as defined in the Loan Agreement) (the “Share
Charge”), pursuant to which Lakes Invest will grant a first ranking
security interest to the Bank in its shares of the Company equal to 15% of the
total issued authorized share capital of the Company (the “Charged Shares”).


 


D.                                    Lakes Invest
intends to use the proceeds of the Loan to extend credit in the form of a shareholder loan in
the aggregate principal amount of up to US$30,000,000, to the Company for the
Company’s use in expanding its manufacturing facilities and manufacturing lines
and for other general corporate purposes.


 


D.                                    The Company
desires to grant registration rights to ICBC with respect to the Warrant Shares
and to the Bank with respect to the Charged Shares on terms and conditions set
out in this Agreement.


 


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


 


AGREEMENT


 


1.                                      Registration
Rights.  The Company, ICBC and the Bank covenant
and agree to the registration rights set forth in this Section 1, the
terms of which are drafted primarily in contemplation of an offering of
securities in the United States of America. 
The Parties recognize, however, the possibility that securities may be
qualified or registered in a jurisdiction other than the United States of
America where registration rights have significance.  Therefore, for purposes of this Agreement, reference
to registration of securities under the Securities Act and the Exchange Act
shall be deemed to refer to the 


 


2

















 


equivalent registration
in a jurisdiction other than the United States as, if and to the extent
applicable, it being understood and agreed that in each such case all
references in this Agreement to the Securities Act, the Exchange Act and rules,
forms of registration statements and registration of securities thereunder,
U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes,
rules, forms of registration statements, registration of securities and laws of
and equivalent government authority in the applicable non-U.S. jurisdiction.


 


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


 


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


 


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


 


(c)                                  The term “Investors”
means JPMorgan Special Situations (Mauritius) Limited and Intel Capital Corporation
and their respective successors and permitted assigns under the Investor Rights
Agreement;


 


(d)                                 The term “Person”
means any individual and entity, including corporation, partnership, trust,
limited liability company, joint venture, association, unincorporated
organization or governmental body or other entity;


 


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


 


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


 


(g)                                 The term “Registrable
Securities” means (i) any and all Shares issuable or issued upon
conversion of the Series A Preferred Shares, other than shares for which
registration rights have terminated pursuant to Section 1.12 hereof, (ii) the
Warrant Shares, and (iii) following the taking by the Bank of enforcement
action in accordance with the Share Charge (following an Enforcement Event (as
defined in the Share Charge)), the Charged Shares (iv) any other Shares of
the Company issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, the
shares listed in clauses (i), (ii) and (iii); provided, however,
that the foregoing definition shall exclude in all 


 


3

















 


cases any Registrable
Securities sold by a person in a transaction in which his or her rights under
this Agreement are not assigned in accordance with this Agreement.  Notwithstanding the foregoing, the Shares or
other securities shall only be treated as Registrable Securities if and so long
as (A) they have not been sold to or through a broker or dealer or
underwriter in a public distribution or a public securities transaction, (B) they
have not been and may not be sold in a transaction exempt from the registration
and prospectus delivery requirements of the Securities Act under Section 4(1) thereof
so that all transfer restrictions, and restrictive legends with respect
thereto, if any, are removed upon the consummation of such sale, and (C) they
have not been and may not be distributed to the public pursuant to Rule 144
(or any successor provision then in effect) under the Securities Act in any
three (3) month period;


 


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


 


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


 


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


 


(k)                                  The term “Series A
Preferred Shares” means series A convertible redeemable preferred shares of
the Company, each with a par value of US$0.0001; and


 


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


 


1.2                               Company
Registration.  If the Company
proposes to register for itself or for shareholders other than ICBC any of its
shares under the Securities Act in connection with the public offering of such
securities solely for cash (other than a registration relating solely to the
sale of securities to participants in a Company share option, share purchase or
similar plan or a transaction covered by Rule 145 under the Securities
Act, a registration in which the only shares being registered are Shares
issuable upon conversion of debt securities which are also being registered, or
any registration on any form which does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Registrable Securities), the Company shall, at such
time, promptly give ICBC and the Bank written notice of such proposed
registration. Upon
the written request of ICBC and/or the Bank, within twenty (20) calendar
days after the delivery of such notice by the Company in accordance with Section 2.4,
the Company shall, subject to the provisions of Section 1.7, cause to be
registered under the Securities Act all of the Registrable Securities that ICBC
and/or the Bank has requested to be registered. 
The Company shall have the right to terminate or withdraw any
registration initiated by it under this Section 1.2 prior to the
effectiveness of such registration whether or not ICBC and/or the Bank has
elected to include securities in such registration, if the underwriter advises
the Company that market conditions require a delay or termination of the
proposed offering.


 


4

















 


1.3                               Obligations
of the Company.  Whenever required under this Section 1
to effect the registration of any Registrable Securities held by ICBC and/or
the Bank, the Company shall, as expeditiously as reasonably possible:


 


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


 


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


 


(c)                                  Furnish to ICBC and/or the Bank, as applicable, such numbers
of copies of a prospectus, including a preliminary prospectus, in conformity
with the requirements of the Securities Act, and such other documents as ICBC
may reasonably request in
order to facilitate the disposition of Registrable Securities owned by it.


 


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


 


(e)                                  In the event of
any underwritten public offering, enter into and perform its obligations under
an underwriting agreement, in usual and customary form, with the managing
underwriter of such offering.  ICBC and the Bank, in each case, if it
participates in such underwriting, shall also enter into and perform its
obligations under such an agreement.


 


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


 


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


 


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


 


(i)                                     Furnish, at the
request of ICBC
and/or the Bank, as applicable, on the date that such
Registrable Securities are delivered to the underwriters for sale in 


 


5

















 


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


 


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


 


1.4                               Furnish
Information.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 1
with respect to the Registrable Securities of ICBC and the Bank that ICBC and
the Bank shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of Registrable
Securities of ICBC and the Bank.


 


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


 


1.6                               Underwriting
Requirements.  In connection with any offering involving
an underwriting of the Company’s capital shares, the Company shall not be
required under Section 1.2 to include any of ICBC’s and the Bank’s
securities in such underwriting unless it accepts the terms of the underwriting
as agreed upon between the Company and the underwriters selected by the Company
(or by other persons entitled to select the underwriters), and then only in
such quantity as the underwriters determine in their sole discretion will not
jeopardize the success of the offering by the Company.  If the total amount of securities, including
Registrable Securities, requested by shareholders to be included in such offering
exceeds the amount of securities sold other than by the Company that the
underwriters determine in their sole discretion is compatible with the success
of the offering, then the number of securities to be included shall first be
allocated to the Company, and thereafter the Company shall be required to
include in the offering only that number of such securities, including
Registrable Securities, which the underwriters determine in their sole
discretion will not jeopardize the success of the offering (the securities so
included to be apportioned pro rata among the selling shareholders according to
the total amount of securities entitled to be included therein owned by each
selling shareholder or in such other proportions as shall mutually be agreed to
by such selling shareholders) but in no event shall any securities held by any
other shareholder be included if any securities held by any selling Holder are
excluded.  Notwithstanding the foregoing
or anything to the contrary, (i) in the case of the Company’s Qualified
IPO, no such reduction shall reduce the number of Registrable Securities of the
Investors included in such registration below fifty percent (50%) of the total
number of the Registrable Securities held by the Investors, and (ii) in
the case of 


 


6

















 


any registered public
offering subsequent to the Company’s Qualified IPO, no such reduction shall
reduce the value of the Registrable Securities of the Investors included in
such registration below thirty percent (30%) of the total value of securities
included in such registration.  For purposes of the preceding
parenthetical concerning apportionment, for any selling shareholder which is a
holder of Registrable Securities and which is a venture capital fund,
partnership or corporation, the partners, retired partners, the affiliated
venture capital funds and shareholders of such holder, or the estates and
family members of any such partners and retired partners and any trusts for the
benefit of any of the foregoing persons shall be deemed to be a single “selling
shareholder,” and any pro-rata reduction with respect to such “selling
shareholder” shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such “selling
shareholder,” as defined in this sentence.


 


1.7                               Delay
of Registration.  Neither ICBC nor the Bank shall have any
right to obtain or seek an injunction restraining or otherwise delaying any
such registration as the result of any controversy that might arise with respect
to the interpretation or implementation of this Section 1.


 


1.8                               Indemnification.  In the event any Registrable Securities held by ICBC
and/or the Bank are included in a registration statement under this Section 1:


 


(a)                                  To the extent permitted by law, the Company will indemnify
and hold harmless ICBC, the Bank, any underwriter (as defined in the Securities
Act) for ICBC and/or the Bank and each Person, if any, who controls ICBC, the
Bank or underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages, or liabilities (joint or several) to
which they may become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively a “Violation”):
(i) any untrue statement or alleged untrue statement of a material fact
contained in such registration statement, including any preliminary prospectus
or final prospectus contained therein or any amendments or supplements thereto,
(ii) the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein not
misleading, or (iii) any violation or alleged violation by the Company of
the Securities Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any state
securities law; and the Company will pay to ICBC, the Bank and each such
underwriter or controlling Person, as incurred, any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability, or action; provided, however,
that the indemnity agreement contained in this subsection 1.8(a) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable to ICBC, the Bank or any such underwriter or controlling
Person for any such loss, claim, damage, liability, or action to the extent
that it arises out of or is based upon a Violation which occurs in reliance
upon and in conformity with written information furnished expressly for use in
connection with such registration by ICBC, the Bank or any such underwriter or
controlling Person.


 


(b)                                 To the extent permitted by law, each of ICBC and the Bank
will indemnify and hold harmless the Company, each of its directors, each of
its officers who has signed the registration statement, each Person, if any,
who controls the Company within 


 


7

















 


the
meaning of the Securities Act, any underwriter, any other Holder selling
securities in such registration statement and any controlling Person of any
such underwriter or other Holder, against any losses, claims, damages, or
liabilities (joint or several) to which any of the foregoing Persons may become
subject, under the Securities Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case to
the extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written information furnished by ICBC and the Bank
expressly for use in connection with such registration; and ICBC and the Bank
will pay, as incurred, any legal or other expenses reasonably incurred by any
Person intended to be indemnified pursuant to this subsection 1.8(b), in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity
agreement contained in this subsection 1.8(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of ICBC and the Bank,  which consent shall not be unreasonably withheld; provided,
that in no event shall any indemnity under this subsection 1.8(b) plus any amount under subsection 1.8(d) exceed
the net proceeds from the offering out of  which
such Violation arises received
by ICBC and the Bank, except in the case of fraud or willful misconduct by ICBC
and/or the Bank


 


(c)                                  Promptly after receipt by an indemnified party under this Section 1.8
of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 1.8, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel selected by the
indemnifying party and mutually satisfactory to the parties (the approval of
the indemnified party shall not be unreasonably withheld); provided, however,
that an indemnified party (together with all other indemnified parties which
may be represented without conflict by one counsel) shall have the right to
retain one separate counsel, with the reasonable fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding.  The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section 1.8 to the extent the indemnifying
party is prejudiced as a result thereof, but
the omission so to deliver written notice to the indemnifying party will not
relieve it of any liability that it may have to any indemnified party otherwise
than under this Section 1.8.


 


(d)                                 If the indemnification provided for in this Section 1.8
is held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or
expense in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the
other in connection with the statements or omissions that resulted in such
loss, liability, claim, damage or expense as well as any other relevant
equitable considerations; provided, that in no event shall any 


 


8

















 


contribution
by ICBC or the Bank under this subsection 1.8(d) plus any amount under
subsection 1.8(b) exceed the net proceeds from the offering received by
ICBC and the Bank, except in the case of fraud or willful misconduct by ICBC
and/or the Bank.  The relative fault of
the indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates
to information supplied by the indemnifying party or by the indemnified party
and the parties’ relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.


 


(e)                                  The obligations of each Party under this Section 1.8
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 1, and otherwise.


 


1.9                               Reports
Under the Exchange Act. 
To the
extent applicable, with a view to making available to ICBC and the Bank the
benefits of Rule 144 promulgated under the Securities Act and any other rule or
regulation of the SEC that may at any time permit ICBC and/or the Bank to sell
securities of the Company to the public without registration, the Company
agrees to:


 


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


 


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


 


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


 


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


 


1.11                        Lock-up.  Each of ICBC and the Bank
hereby agrees that, if requested by the underwriters in connection with the
Company’s Qualified IPO, it will not sell, contract to sell, make any short
sale of, loan, grant any option for the purchase of, pledge, charge or
otherwise transfer or dispose of any Registrable Securities or other securities
of the Company without the prior written consent of the Company for such period
of time (not to exceed one hundred eighty (180) days) following the effective
date of a registration statement of the Company filed under the Securities Act
(or other applicable law in a jurisdiction other than the United


 


9














 


States
in which a Registration occurred) as may be requested by the underwriters or
pursuant to any regulations or rules of the stock exchange on which shares
of the Company are listed.


 


1.12                        Termination
of Registration Rights. 
The rights
and obligations set forth in this Section 1 shall terminate on the
earliest to occur of (a) the fifth (5th) anniversary of the date of
closing of a Qualified IPO, (b) the date that all Registrable Securities
held by ICBC and the Bank can be sold without regard to the volume limitations
under Rule 144 (or any successor provision then in effect) under the
Securities Act, (c) with respect to ICBC, if following a Qualified IPO,
ICBC, together with its affiliates, holds less than one percent (1%) of the
outstanding Ordinary Shares, or (d) with respect to the Bank, if following
a Qualified IPO, the Bank, together with its affiliates, holds less than one
percent (1%) of the outstanding Ordinary Shares.  Further, the rights and obligations set forth
in this Section 1 with respect to the Bank shall terminate (a) on the
earlier of the date on which the Security Period (as defined in the Share
Charge) expires and the date on which the Bank’s Security Interest (as defined
in the Share Charge) over all of the Charged Shares terminates and (b) in
the event of termination of the Bank’s Security Interest over any portion of
the Charged Shares, on the date of such termination but only with respect to
such portion of the Charged Shares, except that such termination of the Bank’s
Security Interest shall not affect the registration rights attaching to any
portion of the Charged Shares with respect to which an enforcement action has
been taken (following an Enforcement Event (as defined in the Share Charge)).


 


2.                                      Miscellaneous.


 


2.1                               Entire
Agreement.  Except as set
forth in the immediate succeeding sentence, this Agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof, and any and
all other written or oral agreements relating to the subject matter hereof
existing between the Parties are expressly canceled.  Notwithstanding the foregoing, the investors’
rights agreement dated as of September 26, 2008 by and among the Company,
JPMorgan Special Situations (Mauritius) Limited, Intel Capital Corporation and
the other parties thereto and the confirmation letter dated as of August 19,
2009 by and among the Company, JPMorgan Special Situations (Mauritius) Limited
and Intel Capital Corporation shall not be cancelled and shall continue to have
full force and effect.


 


2.2                               Successors
and Assigns.  Except as otherwise provided in this
Agreement, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective permitted successors and assigns
of the parties. This Agreement and the rights and obligations of any party
hereunder shall not otherwise be assigned without the mutual written consent of
the other Parties, except that each of ICBC, the Bank, JPMorgan Special
Situations (Mauritius) Limited and Intel Capital Corporation may assign this
Agreement and its rights and obligations hereunder to one or more of its
affiliates.


 


2.3                               Amendments
and Waivers.  Any term of
this Agreement may be amended or waived at any time only with the written
consent of each of the Parties.  No waivers of or exceptions to any term,
condition or provision of this Agreement, in any one or more instances, shall
be deemed to be, or construed as, a further or continuing waiver of any such
term, condition or provision.


 


2.4                               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 


 


10

















 


business day, (c) five
(5) calendar days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one Business Day after
deposit with a nationally recognized overnight courier, specifying next
business day delivery, with written verification of receipt.  All communications shall be sent to the
respective parties at their address as set forth below or address as
subsequently modified by written notice given in accordance with this Section 2.4.


 


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: chu.howard@trony.com


 


If to ICBC:


 


ICBC INTERNATIONAL OVERSEAS INVESTMENT LTD.


 


Address:


17/F & 18/F, Three Pacific Place


1 Queen’s Road East


Hong Kong


Telephone: (852) 2683-3888


Facsimile: (852) 2683-3697


Email address: jjmzhu@icbci.com.hk


 


If to the Bank:


 


ICBC INTERNATIONAL FINANCE LTD.


 


Address:


17/F & 18/F, Three Pacific Place


1 Queen’s Road East


Hong Kong


Telephone: (852) 2683-3888


Facsimile: (852) 2683-3697


Email address: jjmzhu@icbci.com.hk


 


If to the Investors:


 


JPMORGAN SPECIAL SITUATIONS (MAURITIUS) LIMITED


 


Address:


Rogers House


5 President Kennedy Street


Port Louis, Mauritius


 


11

















 


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


Global Special Opportunities Group Middle Office


20/F Chater House


8 Connaught Road


Central, Hong Kong


Attention: Mr Clemen Leung, Ms. Eileen Kwong


Telephone: (852) 2800-0136/7259


Facsimile: (852) 2800-4613


gsog-mo@jpmorgan.com


 


and


 


INTEL CAPITAL CORPORATION


 


Address:


c/o Intel Semiconductor Ltd.


32/F, Two Pacific Place


88 Queensway, Central


Hong Kong


Attention: APAC Portfolio
Management


Facsimile: (852)
2240-3775


 


2.5                               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.


 


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


 


2.7                               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 2.7.  The arbitration shall be conducted in Hong
Kong under the auspices of the Hong Kong International Arbitration Centre (the “Centre”)
in accordance with the UNCITRAL Arbitration Rules in effect at the time of
the arbitration.  There shall be one (1) arbitrator
who shall be qualified to practice law in Hong Kong.  The language to be used in the arbitral
proceedings shall be English.  If the
UNCITRAL Rules are in conflict with the provisions of this Section 2.7
including the provisions concerning the appointment of the arbitrator, the
provisions of this Section 2.7 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 shall cooperate with the other in making full disclosure of
and providing complete 


 


12

















 


access to all information
and documents requested by the other 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.


 


2.8                               Confidential Information. 
Notwithstanding
anything to the contrary contained this Agreement or any other Loan Document (as defined in the Loan
Agreement), the
disclosure and exchange of confidential information between the Company on the
one hand, and ICBC and the Bank on the other, shall be governed exclusively by
the terms of the confidentiality agreement (the “Confidentiality Agreement”)
dated as of August, 14 2009 by and between the Company and ICBC.  The Bank hereby acknowledges the terms of the
Confidentiality Agreement and agrees to be bound by such terms as if the Bank
is an original party to the Confidentiality Agreement.


 


2.9                               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 the other Party for any other
purpose, or entitle any Party to commit or bind the other Party (or any of its
affiliates) in any manner.


 


2.10                        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.


 


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


 


[Signature Pages Follow]


 


13

















 


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


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  TRONY
  SOLAR HOLDINGS CO. LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Li Yi

  
	
   

  	
  Title:
  

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ICBC:

  
	
   

  	
   

  
	
   

  	
  ICBC
  INTERNATIONAL OVERSEAS INVESTMENT LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Zhu
  Jianming

  
	
   

  	
  Title:
  

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK:

  
	
   

  	
   

  
	
   

  	
  ICBC
  INTERNATIONAL FINANCE LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Pan Fu Sheng

  
	
   

  	
  Title: 

  	
  Director

  



 


[Signature Page to
ICBC Registration Rights Agreement]


 


14

















 


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


 


 


	
   

  	
  JPMORGAN
  SPECIAL SITUATIONS (MAURITIUS) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Nicholas
  Barnes

  
	
   

  	
  Title:
  

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INTEL
  CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Michael J Scown

  
	
   

  	
  Title: 

  	
  Authorised signatory

  



 


[Signature Page to
ICBC Registration Rights Agreement]


 


15