EXHIBIT 4.9
English Translation for Reference
  Agreement No.: CSI-ZN101231
Signing Place: Suzhou
Signing Date: December 31, 2010
 
 
   1.
    
    Product Details and Settlement of Purchase Prices:1.1
    
    Products and Purchase Prices
  1




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January
    
    
    February
    
    
    March
    
    
    April
    
    
    May
    
    
    June
    
    
    July
    
    
    August
    
    
    September
    
    
    October
    
    
    November
    
    
    December
    
    
    TotalMulti-crystalline wafers (in 10,000 pieces)
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*Tax-included unit price (RMB/piece)
        
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [****]*Equivalent to (megawatt)
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*Amount (in RMB10,000)
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
 Remarks:
    
    The above tax-included unit price is based on the value-added tax rate of 17%. If the
value-added tax rate is adjusted, the tax-included unit price shall be adjusted accordingly.
  2012
    
    2013
    
    2014
    
    2015
    
    TotalMulti-crystalline wafers
(in 10,000 pieces)
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*Equivalent to (megawatt)
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
    
    
    
    [****]*
 Remarks:(1)
    
    The above tax-included unit price is based on the value-added tax rate of 17%. If the
value-added tax rate is adjusted, the tax-included unit price shall be adjusted accordingly.(2)
    
    In December of each year, both parties shall determine the monthly supply quantity for the
next year according to the market situation. If agreement cannot be reach by December 31 of
the current year, the monthly supply quantity of the next year shall be the quantity not less
than the originally determined quantity.
 th
 
 *
    
    This portion of the 4th Supplementary Agreement to Multi-Crystalline Solar Wafer Supply
Contract has been omitted and filed separately with the Securities and Exchange Commission,
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. 2




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1.2
    
    The Seller agrees, starting from April 2011, if the Seller starts to produce 156
mono-crystalline wafers, the Seller undertakes to supply the wafers to the Buyer as the prime
customer at preferential prices with priority.1.3
    
    Payment of Purchase Price:
  2.
    
    Offset of Prepayment:2.1
    
    The prepayment stated in the Original Contracts and this supplementary agreement has the
meaning of prepayment under the Contract Law of Peoples Republic of China.2.2
    
    Both Buyer and Seller agree that in consideration that the Buyer paid the prepayment pursuant
to Original Contracts, the prepayment to be further paid by the Buyer for 2011 shall be
RMB[****]* (RMB[****]*), which shall be paid to the Seller in full
through telegraphic transfer before January 15, 2011.2.3
    
    Pursuant to the Original Contracts, the Buyer paid RMB[****]* to the Seller as prepayment.
Both parties unanimously agree that such prepayment will be transferred to be the prepayment for
2012 by the end of 2011.2.4
    
    The time to offset the prepayments paid by the Buyer pursuant to the Original Contracts and
this supplementary agreement shall be as follows: in 2011, the offset shall be based on RMB[****]* per
piece, the total offset amount shall be RMB[****]*. The prepayments for years from 2012 to
2015 shall be with referenced to the format in 2011, which is: prepay at the end of the prior year
the amount of current year purchase quantity at RMB[****]* per piece and offset the same amount in the
current year. That is, the prepayments of RMB[****]* shall be made at the end of 2011,
RMB[****]* at the end of 2012, RMB[****]* at the end of 2013 and RMB[****]* at the end
of 2014.3.
    
    Both Buyer and Seller undertake that this supplementary agreement consists of the amendments to
agreed contents of the Original Contracts. Where this supplementary agreement is not consistent
with the Original Contracts, this supplementary agreement shall prevail. Both Buyer and Seller
shall perform the portions not mended in this supplemental agreement pursuant to the Original
Contracts. Each party shall strictly perform the obligations and bear the liabilities pursuant to
the Original Contracts and this supplementary agreement.
 
 *
    
    This portion of the 4th Supplementary Agreement to Multi-Crystalline Solar Wafer Supply
Contract has been omitted and filed separately with the Securities and Exchange Commission,
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. 3




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4.
    
    The Buyer undertakes that since and including 2012, the quantity that the Buyer purchases from
the Seller as set forth in Schedule 2 shall not be lower than 50% of the wafer production (in
megawatt) publicly announced by its listed company (CSIQ) in the current year. Otherwise, the
Seller has the right to request the Buyer to adjust the Schedule 2 being the wafer quantity to be
purchased by the Buyer in the current year.5.
    
    The Buyer undertakes that within three years from the date of executing this agreement, the
total capacity (in megawatt) of the wafer projects already put into operation or already commenced
operation by the Buyer and its affiliated companies (meaning the onshore wholly-owned subsidiaries
held by Canadian Solar Inc.) shall not exceed 1GW. Otherwise, the Seller has the right to request
the Buyer to stop investing into the new wafer projects and its construction. If the Buyer does
not stop such actions, the Seller has the right to: (1) upon formal notification and after six
month of grace period, temporarily not to supply wafers to the Buyer pursuant to the Original
Contracts and this supplementary agreement until the Buyer stops the above actions; the prepayments
paid by the Buyer shall become the liquidated damages which shall be paid by the Buyer to the
Seller and shall not be returned, or (2) terminate the Original Contracts and this agreement; upon
termination, the prepayments paid by the Buyer pursuant to the Original Contracts and this
supplementary agreement shall become the liquidated damages which shall be paid by the Buyer to the
Seller and shall not be returned.6.
    
    If the Seller cannot perform the delivery obligations in the current year pursuant to clause 1
of the contact within the term of the contract, the Buyer has the right to request the Seller to
compensate the Buyers damages at the rate of RMB[****]* per piece. If the Buyer cannot perform the
purchase obligations in the current year pursuant to clause 1 of the contact within the term of the
contract, the Seller has the right to request the Buyer to compensate the Sellers damages at the
rate of RMB[****]* per piece. The maximum compensation claimed shall be RMB[****]*.7.
    
    Both parties unanimously agree that in events of any non-performance of the Original Contracts
and this agreement caused by the natural disasters, wars or financial crisis, both parties shall
have the right to request for consultations on the Original Contracts and this agreement.8.
    
    Both Buyer and Seller unanimously confirm that the representatives signing this supplementary
agreement has obtained a sufficient authorization. This contract shall become effective when both
parties affix of the chops and sign this contract by the authorized signatories. Where this
supplementary agreement is not consistent with the Original Contracts, this supplementary agreement
shall prevail. Other contents [not mentioned herein] shall be performed pursuant to the Original
Contracts.9.
    
    Every page of this supplementary agreement shall be initialed by the authorized signatures or
affixed with the chops partially.10.
    
    Without both parties unanimous agreement, no party can unilaterally terminate or amend this
agreement.11.
    
    This contract is signed in four copies. Each of the Buyer and the Seller shall keep two copies.
Each copy shall have the same legal effect.
 
 *
    
    This portion of the 4th Supplementary Agreement to Multi-Crystalline Solar Wafer Supply
Contract has been omitted and filed separately with the Securities and Exchange Commission,
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. 4




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Seller: Suzhou GCL Photovoltaic Technology Co., Ltd. (Chop)[Chop is affixed]
Signature of legal representatives or authorized representative:/s/Buyer: CSI Cells Co., Ltd. (Chop)[Chop is affixed]
Signature of legal representatives or authorized representative:/s/ 5