Unassociated Document


    *
Confidential treatment has been requested for certain portions omitted from this
exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended. Confidential portions of this Exhibit have been separately filed with
the Securities and Exchange Commission.

     

     

    Exhibit
4.3

     

    English
translation for reference purpose only

     

    Supplemental
Agreement

     

    Party A:
Jiangsu Zhongneng Silicon Technology Development Co., Ltd.

     

    Party B:
JA Solar Holdings Co., Ltd.

     

    Party C:
JA Solar Technology YangZhou Co.,Ltd

     

    Whereas,
Party A and Party B entered into a Silicon Wafer Supply Agreement (Contract No.:
SSC000120) as of April 7, 2008 (“Silicon Wafer Supply Agreement”), and Party A
and Party C entered into a Polysilicon Supply Agreement (Contract No.: SSC00230)
as of August 17, 2008 (“Polysilicon Supply Agreement”, together with Silicon
Wafer Supply Agreement, the “Original Agreements”).

     

    Now,
therefore, the parties, without prejudice to the effect of the Original
Agreements, conducted negotiations based on equality and voluntary to amend
provisions regarding, among other things, prices and delivery schedules
stipulated in the Original Agreements as follows:

     

    1.          
The parties hereby agree that with respect to the silicon wafers supplied by
Party A under Silicon Wafer Supply Agreement, the calculation method of
translation into polysilicon shall be the following:

     

    Output
power for each monocrystalline silicon wafer (125) shall be ***W/piece;
polysilicon materials consumed for each unit of watt shall be ***g/W, namely
***g for each piece. Upon translation, the total amount under contracts for 2010
until 2015 shall be *** kilogram of polysilicon materials. The details are set
forth in Table A:

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Year

                              	
                                Weight
      of Polysilicon (MT)

                              
	
                                2010

                              	
                                ***

                              
	
                                2011

                              	
                                ***

                              
	
                                2012

                              	
                                ***

                              
	
                                2013

                              	
                                ***

                              
	
                                2014

                              	
                                ***

                              
	
                                2015

                              	
                                ***

                              
	
                                Total

                              	
                                ***

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    The
parties hereby agree that the ratio of purchase amount of silicon materials or
silicon wafers after the second quarter of 2010 shall be determined through
negotiation with Party A in ***. From 2011 to 2015, the ratio of purchase amount
of silicon materials or silicon wafers of Party B and Party C shall be
determined through negotiation with Party A in *** so that Party A may arrange
for the master plan of manufacturing and supply reasonably. In principle, the
ratio of amount of
silicon materials to total amount of procurement of Party B and Party C shall be
***. In consideration of the capacity of Party B and Party C for the period of
2010 to 2015, without affecting the total amount of procurement set forth in
Table A, the insufficient amount of procurement of Party B and Party C for
current year shall be counted in the procurement after 2015. Party B and Party C
covenant that the minimum procurement amount for each year from 2010 to 2015
shall be *** of the amount set forth in Table A. In the event that the total
procurement amount set forth in Table A is not met prior to December 31, 2015,
the term of the Original Agreements and this Supplemental Agreement shall be
extended to 2020, and Party B and Party C covenant to fulfill the insufficient
part of amount of procurement set for the in Table A within such
term.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    *
Confidential treatment has been requested for certain portions omitted from this
exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended. Confidential portions of this Exhibit have been separately filed with
the Securities and Exchange Commission.

     

     

    2.          
The parties hereby agree that the ratio of deduction of prepayment set forth in
the Original Agreements shall be modified as deduction of *** per kilogram for
the initial *** tons, and deduction of *** per kilogram for the remaining ***
tons, until all prepayments are deducted. The amount of deduction for current
month shall equal to the amount of kilogram of silicon materials or silicon
wafers procured by Party B and Party C, which may be translated into silicon
materials according to the calculation method set forth in Article 1 of this
Supplemental Agreement, multiplied by the amount of prepayment to be deducted
for each kilogram of polysilicon.

     

    3.          
Payment Terms

     

    Party B
and Party C shall make *** payment for current procurement *** days prior to its
taking of delivery by issuing of bank acceptance note to be cashed within ***
days; the remaining *** of the payment shall be paid by Party B and Party C
within *** days upon its taking of delivery according to the VAT invoice issued
by Party A by issuing of bank acceptance note to be cashed within *** days, and
the prepayment for which shall be deducted pursuant to the calculation method
set forth in Article 2 of this Supplemental Agreement.

     

    The
obligation of payment for Party B and Party C shall be definite, independent and
without any additional condition. Neither Party B or Party C shall refuse to
fulfill its obligation of payment if no circumstance under which changes may be
made as agreed by the parties occurs or in the event that such circumstance
occurs and the parties fail to agree on a modified price through
negotiation.

     

    4.          
The parties hereby agree that in determining the price for polysilicon and
silicon wafers, current market price shall be taken into consideration. The
parties shall negotiate the price for next quarter prior to ***. The supply
amount and price for the first quarter of 2010 shall be the
following:

     

    
      
        
          
            
              
                
                  
                    	
                            Period

                          	
                            Product

                          	
                            Type

                          	
                            Specification

                          	
                            Amount

                          	
                            Unit
      Price

                          	
                            Total
      Price

                          
	
                            (Kg)

                          	
                            (RMB/Kg)

                          	
                            (RMB)

                          
	
                            ***

                          	
                            Polysilicon

                          	
                            Unwashed

                          	
                            Barred,
      irregular

                          	
                            ***

                          	
                            ***

                          	
                            ***

                          
	
                            ***

                          	
                            Polysilicon

                          	
                            Unwashed

                          	
                            Barred,
      irregular

                          	
                            ***

                          	
                            ***

                          	
                            ***

                          


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    *
Confidential treatment has been requested for certain portions omitted from this
exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended. Confidential portions of this Exhibit have been separately filed with
the Securities and Exchange Commission.

     

     

    
      
        
          
            
              
                
                  	
                          ***

                        	
                          Polysilicon

                        	
                          Unwashed

                        	
                          Barred,
      irregular

                        	
                          ***

                        	
                          ***

                        	
                          ***

                        
	
                          Total
      Price

                        	
                          ***,
      namely *** in words.

                          Deduction
      of Payment: ***, namely *** in words.

                        
	
                          Remarks

                        	
                          1.
      The price for the products supplied includes the 17% VAT tax.

                           

                          2.
      Both parties agree that, for February and March 2010, in the event that
      the range of fluctuation of market retail price does not exceed ***
      (including ***) of the unit price under this Supplemental Agreement, the
      parties shall enforce the price hereunder, otherwise the parties shall
      renegotiate the price for current month.

                           

                          3.
      Zhongneng guarantees that the prices for January, February and March 2010
      shall not be higher than the prices for current month under contracts with
      Suntech or Trina Solar, which shall be evidenced by VAT invoices issued by
      Party A to the abovementioned two companies, otherwise the price shall be
      adjusted.

                           

                          4.
      Remarks 2 and 3 constitute the exclusive price mechanism for the first
      quarter of 2010. The parties will not negotiate the price in the event
      that the price for current month is in compliance with Remarks 2 and 3,
      and Party B and Party C shall fulfill its obligation of procurement
      strictly in accordance with the abovementioned
  price.

                        


                

              

            

          

        

      

    

     

    5.          
Products specification and quality standards as agreed in Exhibit A to the
Polysilicon Supply Agreement shall be modified as the following:

     

    a.          
As of June 30, 2010, the polysilicon products sold by Party A to Party B and
Party C shall meet the 3rd grade standard provided in the National Standard of
Polysilicon of the People’s Republic of China (draft for review), which are:
base P resistivity ≥20Ω·cm, base B resistivity ≥100Ω·cm, minority-carrier life
time≥30μs, Oxygen≤1.5×1017atoms/cm3, Carbon≤4.5×1016atoms/cm3, and TMI (total
metal impurities, including Fe, Cr, Ni, Cu, and Zn) ≤0.2ppmw.

     

    After
June 30, 2010, the polysilicon products sold by Party A to Party B and Party C
shall meet the 2nd grade standard provided in the National Standard of
Polysilicon of the People’s Republic of China (draft for review), which are:
base P resistivity ≥40Ω·cm, base B resistivity ≥200Ω·cm, minority-carrier life
time≥50μs, Oxygen≤1.0×1017atoms/cm3, Carbon≤4.0×1016atoms/cm3, and TMI (total
metal impurities, including Fe, Cr, Ni, Cu, and Zn) ≤0.1ppmw.

     

    b.          
Packaging standards: Corresponding size for 80% of lump materials shall not
exceed 15cm, and shall not be less than 0.5cm; products shall be packed in
plastic bags and then put into the paper boxes. The package shall be moisture
resistant and anti-broken to avoid damage occurred during transportation and
storage.

     

    6.          
Dispute Over Quality of Products

     

    The
parties hereby agree that the period of *** days upon delivery shall be the
quality objection period for products sold by Party A. During the quality
objection period, if Party B/Party C objects
to the quality of products sold by Party A in writing pursuant to results of its
inspection, Party A, together with the objecting party, shall deliver the sealed
sample deposited at Party A by both parties to a duly qualified quality
inspection institution acknowledged by both parties and shall jointly appoint
such institution to conduct inspection test. If the results of the test show
that the quality of products is acceptable, expenses for such test shall be
borne by the objecting party; if such results show that the quality of products
is not acceptable, expenses for such test shall be borne by Party A, and Party A
shall be responsible to replace such defective products with acceptable products
within *** days. Quality objection period and resolution method of objection to
products quality for such products for replacement shall be in accordance with
the above provisions in this Article. In the event that Party A fails to replace
defected products with acceptable products within *** days, Party B shall return
defected products of current batch, and Party A shall return the full payment
for the corresponding batch of products to Party B/Party C within *** business
days upon expiration of such replacement period.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    *
Confidential treatment has been requested for certain portions omitted from this
exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended. Confidential portions of this Exhibit have been separately filed with
the Securities and Exchange Commission.

     

     

    7.          
The parties hereby emphasize that this Supplemental Agreement shall only modify
the abovementioned provisions of the Original Agreements. Other provisions of
the Original Agreements that are not modified by this Supplemental Agreement
shall continue to be binding, and the parties shall exercise their rights,
fulfill their obligations and assume their responsibilities for default under
the Original Agreements.

     

    8.          
The parties hereby covenant that this Supplemental Agreement shall constitute
the instrument setting for the modification to the Original Agreements. The
parties shall perform the modified provisions strictly in accordance with this
Supplemental Agreement. In the event that a party breaches its obligations, the
other parties shall have the right to claim their rights and to hold the
breaching party responsible in accordance with the Original Agreements and this
Supplemental Agreement. If the parties perform their obligations pursuant to
this Supplemental Agreement, neither party shall seek to hold a party
responsible for its breach for acts occurred prior to the date
hereof.

     

    9.          
This Supplemental Agreement shall be signed in nine copies, three of which shall
be held by each party, and each copy shall have the same legal effect. This
Supplemental Agreement shall come into effect upon it is signed by the
authorized representative of the parties and affixed with seals
hereon.

     

    10.        
Any matters that are not specified herein shall be stipulated by entering into a
separate supplemental agreement.

     

    [Signature
Page Follows]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    *
Confidential treatment has been requested for certain portions omitted from this
exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended. Confidential portions of this Exhibit have been separately filed with
the Securities and Exchange Commission.

     

     

    Party A:
Jiangsu Zhongneng Silicon Technology Development Co., Ltd. (Corporate
Seal)

     

    Signature
of Authorized Representative:

     

    
      
        	
                Date:

              	 	
                ,
      2010

              


      

    

     

     

     

    Party B:
JA Solar Holdings Co., Ltd. (Corporate Seal)

     

    Signature
of Authorized Representative:

     

    
      
        	
                Date:

              	
                January
      21

              	
                ,
      2010

              


      

    

     

     

     

    Party C:
JA Solar Technology YangZhou Co.,Ltd. (Corporate Seal)

     

    Signature
of Authorized Representative:

     

    
      
        	
                Date:

              	 
      	
                ,
      2010

              


      

    

     

    
      
        
        

      

      
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