Long-Term Wafer Supplying & Prepayment Agreement between JingAo Solar & M.Setek



 English translation for reference purpose only 
 Exhibit 10.6 
 Long-term Wafer Supplying 
 and Prepayment Agreement 
 between

 M. Setek Co., Ltd. 
 and

 JingAo Solar Co., Ltd. 
 December 9, 2006 







 English translation for reference purpose only 
 The Agreement on Long-Term Supply of Monocrystal Silicon Wafers and Prepayment (hereinafter referred to as the “Agreement”) is hereby made and entered into by
and between M.SETEK Co., Ltd. (hereinafter referred to as “Seller”) and JingAo Solar Co., Ltd. (hereinafter referred to as “Buyer”), and shall become effective immediately after the Agreement is signed by both Parties.

 Subject to the terms and conditions of this Agreement, Buyer agrees to purchase, and Seller agrees to supply, the products as described below (hereinafter
referred to as “Product(s)”). 
  

	1.	Product: monocrystal silicon wafers for solar cells. Product size: 125X125 (Parameter specification is attached hereto). Product specifications may be adjusted accordingly after
negotiations between both Parties. Buyer guarantees that it will use Products for production purpose only and shall not use them for resale. 

  

	2.	Prepayment: Buyer agrees to pay Seller one hundred million US dollars (USD 100,000,000.00), as a prepayment for future deliveries under the long-term cooperation between both
Parties from July 2007 to December 2011. Such prepayment shall be made within the second quarter of 2007. 

  

	3.	Price, Quantity, and Total Amount: See the exhibit attached hereto. 

 Price hereunder is a Price FOB Japan Port, and will be annually negotiated between both Parties according to the then economic condition. 
  

	4.	Method of Payment: Upon each delivery, a refund of prepayment shall be made as one dollar per wafer. Buyer shall, one week before dispatch of goods, make the remaining payment for
the delivery, and any delay in payment will result in delay in delivery. 

  

	5.	Term: This Agreement shall become effective immediately, after it is signed and the prepayment of one hundred million US dollars is paid off. Once effective, this Agreement shall
continue to be effective until December 2011. This Agreement shall not be terminated early except as provided below. 

  

	6.	Default: During the term of this Agreement, Buyer shall make the prepayment on time, and any delay in payment will cause Buyer to incur a penalty in the amount equal to 0.5 percent
of the value of goods for each month delinquent. Seller shall deliver the ordered goods on schedule, and any delay in delivery will cause Seller to incur a penalty in the amount equal to 0.5 percent of the value of goods for each month delinquent.


  

	7.	Termination: This Agreement may be terminated early if the following conditions are satisfied: 

 In case of termination by Buyer: Buyer may terminate this Agreement before the expiry hereof, if: 
  

	 	(1)	the quantity of Products provided by Seller fails to satisfy the Buyer’s order quantity; or 

  

	 	(2)	the quality of Products provided by Seller fails to meet the quality standards agreed upon by both Parties; 

  

	 	(3)	Buyer is required to notify Seller in writing of the failure above; and 








 English translation for reference purpose only 
  

	 	(4)	Seller fails to remedy the failure within sixty days after receipt of the written notice of the failure. 

 In case of termination by Seller: Seller may terminate this Agreement, if Buyer fails to make payment and fails to remedy the failure within sixty days
after receipt of written notice of the failure. 
  

	8.	The Parties will, according to the expansion of production by Seller and each Party’s satisfaction over cooperation, sign a separate contract for supply of silicon wafers and
prepayment for a second term during the term of this Agreement or six months before the expiry of this Agreement. 

  

							
	Buyer:	 	Seller:
		
	JingAo Solar Co., Ltd.	 	M. Setek Co., Ltd.
				
	By:	 	 /s/ Jing Bao Fang
	 	By:	 	 /s/ Ritsuo Matsumiya

		 	Jin Bao Fang	 		 	Ritsuo Matsumiya
				
	Date:	 	December 9, 2006	 	Date:	 	December 9, 2006








 English translation for reference purpose only 
  

			
	Exhibit	  	2006.12.09

 Wafer Supplying plan from M.SETEK to Jing Ao Solar Co. Ltd 
  

											
	 Supplying Time table
	  	 Monthly supply
 ( pcs)
	  	Months	  	Total supplying
wafer ( pcs)	  	Price/pc
(U$)	  	Total Value USD
	 2007.7-2007.12
	  	100,000	  	6	  	600,000	  	5	  	3,000,000.00
	 2008.01-2008.6
	  	500,000	  	6	  	3,000,000	  	5	  	15,000,000.00
	 2008.07-2009.06
	  	1,500,000	  	12	  	18,000,000	  	5	  	90,000,000.00
	 2009.7-2010.6
	  	3,000,000	  	12	  	36,000,000	  	5	  	180,000,000.00
						
	 2010.7-2011.6
	  	3,000,000	  	12	  	36,000,000	  	5	  	180,000,000.00
	 2011.7-2011.12
	  	3,000,000	  	6	  	18,000,000	  	5	  	90,000,000.00
		  		  		  	 	  		  	 
	 Total
	  		  		  	111,600,000	  		  	558,000,000.00
		  		  		  	 	  		  	 

  

					
	Specs:	  	Thickness:	  	220um, ±25um
			
		  	Size	  	125X125cm, ±0.4mm
			
		  	Diameter	  	165mm, ±0.3mm
			
		  	Resistivity	  	0.5-3ohm.cm
			
		  	Oi	  	<8.5x10E17
			
		  	Cs	  	<5x10E16
			
		  	Life time	  	>5us.
			
		  	TTV	  	<50um
			
		  	Surface	  	clean








 Execution Copy 
 Amendment to the Long-Term Wafer Supply and Prepayment Agreement 
 This AMENDMENT (this
“Amendment”) is entered into on January 15, 2007 to amend certain provisions of that certain Long-Term Wafer Supplying and Prepayment Agreement, dated December 9, 2006 (the “Long-Term Wafer Supplying and Prepayment
Agreement Agreement”), between JingAo Solar Holdings Co., Ltd. (“the Buyer “), and M.Setek Co. Ltd. (the “Seller”). 
 In consideration of good and valuable consideration, the sufficiency of which is acknowledged by the parties hereto, the parties hereto hereby agree as follows: 
 1. Amendment to Section 3. Section 3 of the Long-Term Wafer Supplying and Prepayment Agreement is hereby deleted in its entirety and the following is hereby substituted in place thereof: 

“3. Price, Quantity, Delivery Schedule and Delivery Amount: The price, quantity, delivery schedule, and delivery amount are set
forth in the exhibit attached hereto, unless the Parties determine otherwise by written agreement. 
 Price hereunder is a Price FOB Japan
Port, and shall be $5 per wafer for wafers to be delivered from July 2007 to December 2007 and starting from 2008 shall be adjusted at least annually, or more frequently as the parties may determine, based on the then market condition. Prices shall
be reasonably discounted on the basis of fair market price as the Buyer may pay to any other supplier for identical or similar products. The Seller understands and acknowledges that such pricing is requested by the Buyer on the basis of its long
term and large quantity of demand and the prepayment arrangement by the Buyer to the Seller.” 
 2. Amendment of Section 7.
Section 7 of the Long-Term Wafer Supplying and Prepayment Agreement is hereby supplemented by the addition of the following: 
 “If
for any reason this Agreement is terminated, the Seller shall within 2 months refund to the buyer the portion of the prepayment for which the Products have not been delivered.” 
 3. New Sections. New Sections 9 and 10 are hereby added to the Long-Term Wafer Supplying and Prepayment Agreement: 
  

	 	“9.	Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the People’s Republic of China without reference to the choice of law
principles thereof. 

  

	 	10.	 Dispute Resolution. All disputes arising from or in connection with the performance of this Agreement shall be resolved by the Parties through amicable
consultation; if such consultation fails to resolve the dispute, either Party may submit such dispute to China International Economic and Trade Arbitration Commission (the “Arbitration Agency”) to be arbitrated under the arbitration rules
then in effect of the Arbitration Agency. The arbitration shall 











	 	 
take place in Beijing, China. The arbitration shall be conducted in Chinese. Unless otherwise agreed by the Parties in advance, the arbitration tribunal
shall consist of three arbitrators. The Parties shall respectively appoint one arbitrator from the register of arbitrators then in effect of the Arbitration Agency. The third arbitrator and chairman of the arbitral tribunal shall be appointed by the
two arbitrators respectively appointed by each Party. If either Party fails to appoint one arbitrator or the Parties fail to jointly appoint the third arbitrator within specified period (such failure includes refusal to accept such appointment by
any appointed arbitrator), any such arbitrator shall be appointed by the Arbitration Agency in accordance with its rule. Any arbitral award made pursuant to this Section 10 shall be final and binding upon the Parties.



 4. Confirmation of the Long-Term Wafer Supplying and Prepayment Agreement Agreement. Except as otherwise
expressly provided herein, all other terms, conditions and agreements set forth in the Long-Term Wafer Supplying and Prepayment Agreement shall remain unchanged and continue in full force and effect. 
 5. Governing Law. This Amendment shall be governed by and interpreted in accordance with the laws of the People’s Republic of China without
reference to the choice of law principles thereof. 
 6. Counterparts. This Amendment may be executed in counterparts and facsimiles
of signatures shall be deemed to constitute original signatures. 
 [Remainder of page intentionally left blank] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this
Agreement as of the date and year first above written. 
  

			
	JA Solar Holdings Co., Ltd.
		
	 By:
	 	 /s/ Yang Huaijin

	 Name:
	 	 Yang Huaijin

	 Title:
	 	 CEO

	 Address:
	 	
	 Facsimile:
	 	
	
	M.Setek Co., Ltd.
		
	 By:
	 	 /s/ Ritsuo Matsumiya

	 Name:
	 	 Ritsuo Matsumiya

	 Title:
	 	
	 Address:
	 	
	 Facsimile:
	 	


  

 3 








 Execution Copy 
  

											
	 Exhibit
	  		  		  		  		  	2006.12.15
	
	Wafer Supplying plan from M.SETEK to JingAo Solar Co. Ltd
						
	 Supplying Time table
	  	 Monthly supply
 ( pcs)
	  	Months	  	 Total supplying
 wafer ( pcs)
	  	Price/pc
(U$)	  	Total Value USD
	 2007.7-2007.12
	  	100,000	  	6	  	600,000	  	5	  	3,000,000.00
	 2008.01-2008.6
	  	500,000	  	6	  	3,000,000	  	TBD	  	TBD
	 2008.07-2009.06
	  	1,500,000	  	12	  	18,000,000	  	TBD	  	TBD
	 2009.7-2010.6
	  	3,000,000	  	12	  	36,000,000	  	TBD	  	TBD
						
	 2010.7-2011.6
	  	3,000,000	  	12	  	36,000,000	  	TBD	  	TBD
	 2011.7-2011.12
	  	3,000,000	  	6	  	18,000,000	  	TBD	  	TBD
		  		  		  	 	  		  	 
	 Total
	  		  		  	111,600,000	  		  	TBD
		  		  		  	 	  		  	 

  

					
	 Specs:
	  	Thickness:	  	220um, ±25um
			
		  	Size	  	125X125cm, ±0.4mm
			
		  	Diameter	  	165mm, ±0.3mm
			
		  	Resistivity	  	0.5-3ohm.cm
			
		  	Oi	  	<8.5x10E17
			
		  	Cs	  	<5x10E16
			
		  	Life time	  	>5us.
			
		  	TTV	  	<50um
			
		  	Surface	  	clean