Investment Agreement



 Exhibit 4.16 
 Dated 31 December 2011 
 INVESTMENT AGREEMENT 

between 
 sunways
Aktiengesellschaft 
 and 
 LDK Solar Germany Holding GmbH 
 and 

LDK Solar Co., Ltd. 
  

  
  

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 Table of Contents 

 

							
	Contents	  	Page	 
		
	 Preamble
	  	 	6	  
			
	 1
	 	Termination LTC	  	 	8	  
			
	 2
	 	Fixed Assets Lease Agreement	  	 	8	  
			
	 3
	 	Capital Increases and Subscription	  	 	8	  
			
	 4
	 	Takeover Offer	  	 	10	  
			
	 5
	 	Support of Takeover Offer / Recommendation by the Management Board	  	 	11	  
			
	 6
	 	Obligations of Sunways / Information provided	  	 	12	  
			
	 7
	 	Capacity and other Representations and Warranties	  	 	14	  
			
	 8
	 	Listing / Listing Prospectus	  	 	14	  
			
	 9
	 	Available Funds	  	 	14	  
			
	 10
	 	Communication	  	 	15	  
			
	 11
	 	Merger Control Filing	  	 	15	  
			
	 12
	 	Time Schedule	  	 	15	  
			
	 13
	 	Structure of Sunways after Completion	  	 	16	  
			
	 14
	 	Corporate Governance after Completion	  	 	16	  
			
	 15
	 	Future Business	  	 	17	  
			
	 16
	 	Confidentiality	  	 	17	  
			
	 17
	 	Lock up / Exit	  	 	17	  
			
	 18
	 	Term and Termination	  	 	18	  
			
	 19
	 	Notices	  	 	19	  
			
	 20
	 	Costs	  	 	20	  
			
	 21
	 	Miscellaneous	  	 	20	  
			
	 22
	 	Governing Law / Disputes	  	 	20	  


  
  

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 TABLE OF ANNEXES 

 

			
	 Annex 1
	  	Termination Agreement
		
	Annex 2	  	Fixed Assets Lease Agreement
		
	Annex 3.1.3(i)a	  	Subscription Certificate I
		
	Annex 3.1.3(i)b	  	Escrow Agreement I
		
	Annex 3.1.3(ii)	  	Escrow Agreement II
		
	Annex 3.2.3	  	Draft Contribution Agreement and English convenience translation
		
	Annex 3.2.4(i)	  	Subscription Certificate II
		
	Annex 7.1	  	Representations and Warranties of LDK Germany Holding and LDK Solar
		
	Annex 7.2	  	Representations and Warranties of Sunways
		
	Annex 9.2	  	Copy of commitment letter by LDK Solar
		
	Annex 15.1	  	Business Plan


  
  

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 Definitions 

 

			
	Acceptance Period	  	as defined in Section 4.4
		
	Ad-Hoc-Announcement	  	as defined in Section 10.1
		
	AktG	  	as defined in Preamble (H)
		
	Authorized Capital	  	as defined in Preamble (A)
		
	BaFin	  	as defined in Preamble (H)
		
	BGB	  	as defined in Section 7.1
		
	Bundeskartellamt	  	as defined in Section 4.5.1
		
	Business Day	  	as defined in Section 3.1.3 (ii)
		
	Capital Increase I	  	as defined in Preamble (H)
		
	Capital Increase II	  	as defined in Preamble (H)
		
	Cash Contribution	  	as defined in Section 3.1.3 (ii)
		
	Combination	  	as defined in Preamble (H)
		
	Competing Offer	  	as defined in Section 5.4
		
	Completion	  	as defined in Section 5.4
		
	Contributed Claim	  	as defined in Section 3.2.2 (i)
		
	Contributed Wafers	  	as defined in Section 3.2.2 (iii)
		
	Contribution Agreement	  	as defined in Section 3.2.3
		
	Contributions in Kind	  	as defined in Section 3.2.2 (iii)
		
	Dispute	  	as defined in Section 22.2
		
	Domination Agreement	  	as defined in Section 14.3
		
	Escrow Agreement I	  	as defined in Section 3.1.3(i)
		
	Escrow Agreement II	  	as defined in Section 3.1.3(ii)
		
	Fixed Assets Lease Agreement	  	as defined in Section 2
		
	Issue Price	  	as defined in Section 3.1.2
		
	Joint Press Release	  	as defined in Section 10.2
		
	LDK Lessee	  	as defined in Preamble (F)
		
	LDK Lessee Parent	  	as defined in Preamble (E)
		
	LDK Nominee	  	as defined in Section 14.4.1
		
	Lessor	  	as defined in Section 2
		
	LTC	  	as defined in Preamble (C)
		
	Management Board	  	as defined in Preamble (A)
		
	Merger Control Clearance	  	as defined in Section 4.5.1
		
	 Merger Control Filing
	  	as defined in Section 11.1


  
  

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	 New Sunways Shares
	  	as defined in Preamble (H)
		
	 Offer Document
	  	as defined in Section 4.2
		
	 Offer Price
	  	as defined in Section 4.3
		
	 Offer Recommendation
	  	as defined in Section 5.2
		
	 Production Facility
	  	as defined in Section 2
		
	 Prospectus
	  	as defined in Section 8.1
		
	 Reasoned Statement
	  	as defined in Section 5.2
		
	 Resolution No. 1
	  	as defined in Section 3.1.1
		
	 Resolution No. 2
	  	as defined in Section 3.2.1
		
	 Rules
	  	as defined in Section 22.2
		
	 Signing Date
	  	as defined in Preamble (A)
		
	 Subscription Certificate I
	  	as defined in Section 3.1.3 (i)
		
	 Subscription Certificate II
	  	as defined in Section 3.2.4 (i)
		
	 Sunways Articles
	  	as defined in Preamble (A)
		
	 Sunways Group
	  	as defined in Section 6.1.1
		
	 Sunways Share
	  	as defined in Preamble (A)
		
	 Sunways Shareholders
	  	as defined in Section 3.1.1
		
	 Sunways Shares
	  	as defined in Preamble (A)
		
	 Superior LDK Offer
	  	as defined in Section 5.4.2
		
	 Superior Offer
	  	as defined in Section 5.4.1
		
	 Supervisory Board
	  	as defined in Preamble (A)
		
	 Takeover Offer
	  	as defined in Preamble (H)
		
	 Term Sheet
	  	as defined in Preamble (D)
		
	 Termination Fee
	  	as defined in Section 1
		
	 Termination Agreement
	  	as defined in Section 1
		
	 Transaction
	  	as defined in Preamble (H)
		
	 Tribunal
	  	as defined in Section 22.2
		
	 Trustee
	  	as defined in Section 3.1.3 (i)
		
	 WpHG
	  	as defined in Preamble (B)
		
	 WpPG
	  	as defined in Section 8.1
		
	 WpÜG
	  	as defined in Preamble (H)


  
  

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 Investment Agreement 

(the “Agreement”) 
 between 
  

	(1)	sunways Aktiengesellschaft, with its corporate seat in Constance (Konstanz), Germany, registered with the commercial register of the local court Freiburg
im Breisgau, Germany, under no. HRB 381661, with executive offices at Macairestr. 3-5, 78467 Constance, Germany 


– hereinafter referred to as “Sunways” – 

 

	(2)	LDK Solar Germany Holding GmbH, with its corporate seat in Munich, Germany, registered with the commercial register of the local court Munich under no. HRB
194471, and offices at Landsberger Str. 302, 80687 Munich, Germany 

 – hereinafter referred to as “LDK
Germany Holding” – 
 – Sunways and LDK Germany Holding hereinafter each individually referred to as a
“Party” and collectively referred to as the “Parties” – 
 and 

 

	(3)	 LDK Solar Co., Ltd., a company incorporated under the laws of the Cayman Islands, with its registered office at c/o Corporate Filing Services
Limited, 4th Floor, Harbour Centre, P.O. BOX 613, George
Town, Grand Cayman, Cayman Islands, and executive offices at Unit 15, 35th Floor, West Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong 


 – hereinafter referred to as “LDK Solar” – 
 Preamble

  

	(A)	WHEREAS, Sunways is a German listed stock corporation, active in the photovoltaic industry and specialised on the development, industrial production and marketing of
photovoltaic cells as well as the production of modules, inverters and components for renewable electricity generation. As of the date of signing of this Agreement (the “Signing Date”), the share capital of Sunways amounts to
EUR 11,588,613.00 and is divided into 11,588,613 no-par value bearer shares (auf den Inhaber lautende Aktien ohne Nennbetrag (Stückaktien)), each with a proportional share of Sunways’ share capital of EUR 1.00 per share
(each a “Sunways Share”, collectively the “Sunways Shares”). Pursuant to Section 5 para. 2 of the articles of association of Sunways (the “Sunways Articles”) the management board of Sunways
(the “Management Board”) is authorized to increase the share capital of Sunways with the consent of the supervisory board of Sunways (the “Supervisory Board”) through the issue of new no-par value bearer shares
against contributions in cash and/or in kind by up to in total EUR 5,790,000 (the “Authorized Capital” - genehmigtes Kapital). According to the Sunways Articles, the Management Board is authorized to exclude the subscription
rights (Bezugsrechte) of the current shareholders of Sunways with the consent of the Supervisory Board under certain prerequisites, among other things in case of a capital increase against contribution in kind and in case of a capital
increase against contribution in cash if the newly created shares subject to the exclusion of subscription rights (Bezugsrechtsausschluss) do not exceed an amount of 10% in the share capital of Sunways at the time of the resolution on the
utilization (Ausnutzung) of the Authorized Capital and the issue price (Ausgabebetrag) does not considerably fall short of the relevant stock exchange quotation. Sunways Shares are listed to trading on the regulated market segment
(regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and the sub-segment with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange. Sunways Shares are also
traded on the open market (Freiverkehr) of the stock exchanges in Stuttgart, Düsseldorf, Berlin, Hamburg and Munich as well as via the XETRA electronic trading system. 


  
  

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	(B)	WHEREAS, LDK Germany Holding is a German limited liability company. At the Signing Date, LDK Germany Holding does not hold any Sunways Shares and no Sunways Shares are
attributed to LDK Germany Holding pursuant to the German Securities Trading Act (Wertpapierhandelsgesetz – “WpHG”). 

  

	(C)	WHEREAS, Sunways has entered into into a Wafer Supply Contract with a company of LDK group on 21 September 2007, as amended on 20 September 2008, under which
Sunways has agreed to purchase wafers in quantities specified in such agreement and subject to a procedure described thereunder (the “LTC”). The LTC has a term until 31 December 2017. 


 

	(D)	 WHEREAS, Sunways and LDK Solar, the ultimate parent company of LDK group, have explored possibilities of reorganising their current business relations
and advancing their cooperation in the photovoltaic business. As part of such cooperation, Sunways and LDK Solar came to the conclusion that a significant investment of LDK Solar in Sunways would be in the best interest of Sunways and LDK Solar as
well as their shareholders, customers, employees and other stakeholders. Against this background, LDK Solar and Sunways entered into a non-binding term sheet outlining the indicative terms and conditions regarding an investment by LDK Solar in
Sunways on 14 May 2011 (the “Term Sheet”). During the further course of discussions it was agreed between Sunways and LDK Solar that the investment in Sunways should be made by LDK Germany Holding. LDK Germany Holding is a
wholly-owned subsidiary of LDK Solar International Company Limited with its registered and executive offices at Unit 15,
35th Floor, West Tower, Shun Tak Centre, 200 Connaught
Road Central, Hong Kong. LDK Solar International Company Limited in turn is a wholly-owned subsidiary of LDK Solar. 


  

	(E)	WHEREAS, LDK Germany Holding holds 100% of the shares in LDK Solar Investment Holding (HK) Co., Limited, with its registered office and executive offices at Unit 15,
35th Floor, West Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong (“LDK Lessee Parent”). 

  

	(F)	WHEREAS, LDK Lessee Parent holds 100% of the shares in Jiangxi LDK International Trade Co. Ltd., business registration number 3601005200060121, with its registered
office at No. 1699, Tian Xiang Da Dao, Hi-Tech Park, Nanchang City, Jiangxi Province and executive office at 5/F, Hi-Tech Administrative Committee, No. 999, Torch Street, Hi-Tech Park, Nanchang City (the “LDK Lessee”).


  

	(G)	WHEREAS, any rights and obligations under the LTC have been assigned and contributed to LDK Germany Holding by way of an assignment agreement dated 31 December
2011. 

  

	(H)	WHEREAS, based on the understanding reached in the Term Sheet, Sunways and LDK Solar as well as LDK Germany Holding following its incorporation into LDK group have
agreed on the following actions (together the “Transaction”): LDK Germany Holding shall acquire an equity interest in Sunways of approx. 33.3% by means of a combined capital increase against (i) contributions in cash pursuant
to sec. 186 para. 3 sentence 4 German Stock Corporation Act (Aktiengesetz – “AktG”) (“Capital Increase I”) and (ii) contributions in kind (“Capital Increase II”), in
each case under the exclusion of subscription rights (the Sunways Shares created under Capital Increase I and Capital Increase II the “New Sunways Shares”). Under Capital Increase II, LDK Germany Holding shall contribute to Sunways
several contributions in kind, comprising of parts of a claim of LDK Germany Holding against Sunways, 100% of the shares in LDK Lessee Parent and a certain number of solar wafers. Concurrently, LDK Germany Holding shall launch a voluntary public
takeover offer for all outstanding Sunways Shares in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) (the “Takeover
Offer”). The listing of the New Sunways Shares will require the filing of a listing prospectus with and the approval of such prospectus by the German Federal Financial Supervisory Authority (“Bundesanstalt für
Finanzdienstleistungsaufsicht” – “BaFin”). By way of the Transaction LDK Germany Holding would acquire approx. 33.3% of the Sunways share capital existing after implementation (Durchführung) of Capital
Increase I and Capital Increase II plus up to 100% of the outstanding Sunways Shares by way of the Takeover Offer (the “Combination”). 

  

	(I)	The Parties and LDK Solar intend to enter into this Agreement in order to implement the Transaction and to afford one another comfort that the Transaction will be
successfully carried out and executed in a timely manner. 


  
  

7 








 NOW, THEREFORE, it is agreed as follows: 

 

	1	Termination LTC 

 The
Parties shall terminate the LTC by way of a termination agreement in the form as attached as Annex 1 (the “Termination Agreement”, the compensation payable by Sunways under the Termination Agreement the
“Termination Fee”) immediately after signing of this Agreement, however, subject to the resolutive condition (auflösende Bedingung) that the implementation (Durchführung) of Capital Increase I and Capital
Increase II has not been registered in the commercial register within 6 months following Signing Date. 
  

	2	Fixed Assets Lease Agreement 

 LDK Lessee and LDK Solar Hi-Tech (Nanchang) Co., Ltd., with its registered office and executive offices at Room 517, No. 998 Torch Street, Hi-Tech Industrial Development Zone, Nanchang City, Jiangxi
Province, People’s Republic of China 330096 (the “Lessor”) have entered enter into a fixed assets lease agreement regarding the facility for the production of solar modules at Dong Yuan Factory, No 189, Dong yuan Road,
High-tech industrial Development Zone, Nan Chang City, Jiang Xi Province, People’s Republic of China (the “Production Facility”, such agreement the “Fixed Assets Lease Agreement”). A copy of the Fixed Assets
Lease Agreement is attached as Annex 2. 
  

	3	Capital Increases and Subscription 

  

	3.1	Capital Increase I 

  

	 	3.1.1	The Management Board, by exercising its authorisation pursuant to Section 5 para. 2 of the Sunways Articles, shall resolve that, subject to the consent of
the Supervisory Board, the registered share capital of Sunways, by utilizing the Authorized Capital, shall be increased in the amount of EUR 1,158,845.00 against contribution in cash by way of issuance of 1,158,845 New Sunways Shares. The Management
Board shall further resolve that, subject to the consent of the Supervisory Board, the right of the existing shareholders of Sunways (the “Sunways Shareholders”) to subscribe for New Sunways Shares issued under this Capital Increase
I shall be excluded pursuant to Section 5 para. 2, 3rd dash bullet of the Sunways Articles (simplified exclusion of subscription right (vereinfachter Bezugsrechtsausschluss) pursuant to sec. 186 para. 3 sentence 4 AktG) and LDK Germany
Holding shall be exclusively entitled to subscribe for the New Sunways Shares issued under Capital Increase I (such resolution together with the resolution on Capital Increase I “Resolution No. 1”). 


 

	 	3.1.2	The issue price for each New Sunways Share to be issued under Capital Increase I shall be EUR 1.90 (the “Issue Price”).


  

	 	3.1.3	For the purpose of registration of the implementation of Capital Increase I in the commercial register of Sunways, 


 

	 	(i)	 LDK Germany Holding shall, subject to the terms and conditions stated in this sec. 3.1.3(i), issue and deliver to the notary Dr. Gerhard
Sieß, Rheingasse 2, 78462 Constance, Germany, as trustee (the “Trustee”) without undue delay (unverzüglich) two original copies of the subscription certificate (Zeichnungsschein) pursuant to sec. 185 AktG
relating to the New Sunways Shares issued under Capital Increase I in the form as attached as Annex 3.1.3(i)a (the “Subscription Certificate I”) by which it subscribes for the New Sunways Shares issued under
Capital Increase I at the Issue Price, such Subscription Certificate I, in accordance with its terms, to expire within 6 months after Signing Date in case the implementation of Capital Increase I has not been registered in the commercial register of
Sunways at that time. The Trustee shall hold the Subscription Certificate I in 



  
  

8 









	 	
escrow on the basis of the escrow agreement entered into between the Parties and the Trustee on 30 December 2011 that is attached as Annex 3.1.3(i)b (the “Escrow
Agreement I”). Sunways and LDK Germany Holding will jointly instruct the Trustee to only file the Subscription Certificate I with the commercial register of Sunways upon receipt of an explicit written (also by telefax) instruction (release
instruction) of Sunways and LDK Germany Holding. Sunways and LDK Germany Holding will give the release instruction if (i) the Cash Contribution (as defined below in 3.1.3(ii)) has been duly credited to the account of Sunways mentioned in
3.1.3(ii) and (ii) the condition (Merger Control Clearance requirement) set forth in Section 4.5.1 has been fulfilled; and 

  

	 	(ii)	The Parties have further entered into an escrow agreement with the Trustee on 30 December 2011 regarding the cash contribution to be transferred to Sunways under
Capital Increase I, a copy of which is attached hereto as Annex 3.1.3(ii) (the “Escrow Agreement II”). The Trustee shall credit the escrow amount that equals the Issue Price multiplied by the number of New Sunways
Shares issued under Capital Increase I, i.e. an aggregate amount of EUR 2,201,805.50 (the “Cash Contribution”), plus interest thereon, if any, without any deductions or withholdings, to a special account to be opened and maintained
by Sunways at equinet Bank AG, Frankfurt Main, Germany, and titled “Sonderkonto Kapitalerhöhung 2011” by no later than two Business Days (a business day being a day on which banks are generally open for business in Frankfurt Main,
Germany, the “Business Day”) following notification by the Parties that the condition (Merger Control Clearance requirement) set forth in Section 4.5.1 has been fulfilled, such account to be non-interest bearing and free of
charge. 

  

	3.2	Capital Increase II 

  

	 	3.2.1	The Management Board, by exercising its authorisation pursuant to Section 5 para. 2 of the Sunways Articles, shall resolve that, subject to the consent of
the Supervisory Board, the registered share capital of Sunways, by utilizing the Authorized Capital, shall further be increased in the amount of EUR 4,631,155.00 against the Contributions In Kind (as further described in Section 3.2.2) by way
of issuance of 4,631,155 New Sunways Shares. The Management Board shall further resolve that, subject to the consent of the Supervisory Board, the right of the Sunways Shareholders to subscribe for New Sunways Shares issued under Capital Increase II
shall be excluded pursuant to Section 5 para. 2, 2nd dash bullet of the Sunways Articles (Bezugsrechtsausschluss) (such resolution together with the resolution on Capital Increase II “Resolution No. 2”).


  

	 	3.2.2	Capital Increase II shall be carried out against contribution by LDK Germany Holding of the following contributions in kind: 


 

	 	(i)	a partial amount of the Termination Fee in the amount of EUR 3,500,000 (the “Contributed Claim”); 


 

	 	(ii)	100% of the equity interest of LDK Germany Holding in its wholly-owned subsidiary in Hong Kong, LDK Lessee Parent, which holds 100% of the equity interest in LDK
Lessee, a wholly foreign-invested enterprise under the laws of the People`s Republic of China, and which is the lessee under the Fixed Assets Lease Agreement; and 


 

	 	(iii)	565,000 multichrystalline wafers with a specification as defined in Annex 1 of the Contribution Agreement (the “Contributed Wafers”)


 (the contributions in kind under (i) through (iii) together the “Contributions in
Kind”). 
  

	 	3.2.3	 Details of the Contributions in Kind and their respective contribution to Sunways by LDK Germany Holding are described in the draft contribution
agreement (Einbringungsvertrag) with respect to the Contributions in Kind attached in the prevailing German version together with an English convenience translation as Annex 3.2.3 (the “Contribution Agreement”).
LDK Germany 



  
  

9 









	 	
Holding shall use reasonable best efforts, to the extent legally permissible, to take all necessary and possible actions and measures to safeguard that the Contributions in Kind are at
Sunways’ free disposal without undue delay (unverzüglich) after the condition (Merger Control Clearance requirement) set forth in Section 4.5.1 has been fulfilled to enable a notification of the resolution on Capital Increase
II and the implementation of Capital Increase II in the commercial register of Sunways in due time. 

  

	 	3.2.4	For the purpose of registration of the implementation of Capital Increase II in the commercial register of Sunways, 


 

	 	(i)	LDK Germany Holding shall, subject to the conditions stated herein, issue and deliver to the Trustee, without undue delay (unverzüglich) two original copies
of the subscription certificate (Zeichnungsschein) pursuant to sec. 185 AktG relating to the New Sunways Shares issued under Capital Increase II in the form as attached as Annex 3.2.4(i) (the “Subscription Certificate
II”) by which it subscribes for the New Sunways Shares issued under Capital Increase II against contribution of the Contributions in Kind, such Subscription Certificate II, in accordance with its terms, to expire within 6 months after
Signing Date in case the implementation of Capital Increase II has not been registered in the commercial register of Sunways at that time; 

  

	 	(ii)	LDK Germany Holding and Sunways shall, immediately after Signing Date, enter into the Contribution Agreement, which shall also be delivered to the Trustee; and


  

	 	(iii)	The Trustee shall hold the Subscription Certificate II and the Contribution Agreement in escrow on the basis of the Escrow Agreement I. Sunways and LDK Germany Holding
will instruct the Trustee to only file the Subscription Certificate II and the Contribution Agreement with the commercial register of Sunways upon receipt of an explicit written (or also by telefax) instruction (release instruction) of Sunways and
LDK Germany Holding jointly. Sunways and LDK Germany Holding will give the release instruction if (i) the condition (Merger Control Clearance requirement) set forth in Section 4.5.1 has been fulfilled and (ii) all other requirements
for the application of Capital Increase II with the commercial register have been met. 

  

	3.3	The New Sunways Shares are no-par value bearer shares, each with a proportional share of Sunways’ share capital of EUR 1.00 per share, and carry the
same rights and obligations as Sunways Shares, except that they will carry dividend rights only as of 1 January 2012. 

  

	4	Takeover Offer 

  

	4.1	Without undue delay after the signing of this Agreement, LDK Germany Holding shall announce its intention to launch the Takeover Offer pursuant to sec. 10 para.
1 sentences 1 and 2, para. 3 WpÜG. 

  

	4.2	LDK Germany Holding shall (i) prepare an offer document regarding the Takeover Offer as well as any additional information required pursuant to the
WpÜG (“Offer Document”) and (ii) submit the Offer Document to BaFin pursuant to sec. 14 para. 1 WpÜG; LDK Germany Holding aims to submit the document by mid-January 2012, in any case the document shall be submitted
within the periods prescribed by sec. 14 WpÜG. 

  

	4.3	The Offer Document shall provide for an offer price (cash consideration) of EUR 1.90 for each outstanding Sunways Share (the “Offer Price”).


  

	4.4	The acceptance period of the Takeover Offer pursuant to sec. 16 para. 1 WpÜG shall be 6 weeks (the “Acceptance Period”), unless extended
due to mandatory legal provisions. 

  

	4.5	The Takeover Offer shall only be subject to 

  

	 	4.5.1	the condition precedent (aufschiebende Bedingung) that the German Federal Cartel Office (the “Bundeskartellamt”) (i) has cleared the
Combination or (ii) is deemed to have cleared the Combination (the “Merger Control Clearance”); 


  
  

10 









	 	4.5.2	the condition precedent (aufschiebende Bedingung) that the number of all Sunways Shares in respect of which until the expiration of the Acceptance Period
the acceptance of the Takeover Offer has been validly declared and not revoked corresponds – together with (i) the Sunways Shares held by LDK Germany Holding (also the “Offeror”) or any persons acting in concert with the
Offeror until the expiration of the Acceptance Period and (ii) all further Sunways Shares which the Offeror acquires or agrees to acquire outside the Takeover Offer – to at least 50% plus one of the Sunways Shares issued at the time of the
expiration of the Acceptance Period (the “Minimum Acceptance Threshold”) (or a condition substantially similar to this Section 4.5.2). 


 

	4.6	LDK Germany Holding reserves the right, to the extent legally permissible, to acquire additional Sunways Shares outside the Takeover Offer on or off the stock
exchange. 

  

	5	Support of Takeover Offer / Recommendation by the Management Board 

  


	5.1	Sunways shall use reasonable best efforts, to the extent legally permissible, to take all actions and measures beneficial to the Takeover Offer which it is
competent to take in connection with the Takeover Offer. To the extent reasonably practicable, Sunways shall also generally support LDK Germany Holding to explain the benefits of the Transaction to the shareholders of Sunways. All the foregoing
shall be done in compliance with the duties of the Management Board and applicable laws and shall not affect the right of Sunways to obtain one or more fairness opinions in connection with the Takeover Offer. 


 

	5.2	The Management Board shall issue in due time a reasoned statement pursuant to sec. 27 WpÜG (the “Reasoned Statement”) and in the Reasoned
Statement confirm that the terms of the Takeover Offer are deemed fair and reasonable for Sunways’ shareholders and recommend to Sunways’ shareholders to accept the Takeover Offer (the “Offer Recommendation”), to the
extent the Offer Recommendation is in compliance with the requirements set forth in sec. 27 WpÜG and with applicable laws, including the Management Board’s fiduciary obligations to Sunways, such Offer Recommendation not to be amended or
withdrawn. 

  

	5.3	The obligations to support the Takeover Offer as described in Section 5.1 and to render and not amend or withdraw the Offer Recommendation are subject to
the following requirements: 

  

	 	5.3.1	The terms of the Takeover Offer comply with the content of the Takeover Offer agreed in this Agreement and deviations, if any, are more favourable to Sunways and
the shareholders of Sunways; 

  

	 	5.3.2	no Superior Offer (as defined in Section 5.4.1) has been launched by a third party and LDK Germany Holding has not amended the Takeover Offer pursuant to
Section 5.4.2; and 

  

	 	5.3.3	no other circumstances exist, that, in the reasonable opinion of the Management Board acting in good faith with regard to its duties, would cause the members of
the Management Board to violate their duties under applicable law (including their fiduciary duties and obligations under German law, in particular, the duty of care and loyalty under sec. 93 AktG) by supporting and issuing the Offer Recommendation.


  

	5.4	Until the implementation of Capital Increase I and Capital Increase II and the final settlement of the Takeover Offer (the “Completion”), the
Management Board undertakes to, and procures (dafür einstehen) that the officers, employees, agents and representatives of Sunways will, refrain from actively soliciting or contacting any third party investors which might interfere with
the envisaged Transaction. It will immediately and fully inform LDK Germany Holding about any Competing Offer made, as well as any changes thereto. If a third party launches, or publishes its intention to launch within the meaning of sec. 10
WpÜG, an offer for all shares of Sunways (the “Competing Offer”), the Management Board shall be entitled to withdraw its Offer Recommendation (if already published) and/or support and recommend such Competing Offer to the
shareholders of Sunways, provided that 


  
  

11 









	 	5.4.1	the Management Board, acting reasonably and in good faith, determines - taking into account external expert legal and/or financial advice by a reputable law firm
and/or investment bank or audit firm - that such Competing Offer is more favourable to Sunways and the shareholders of Sunways than the Takeover Offer, taking into account, without limitation, all of the terms and conditions of the Competing Offer
including its offer price or consideration, type of consideration, aims of the competing offeror, effects for the shareholders, its conditions, the likelihood of its completion in accordance with its terms and the likely timing of the transaction
(such Competing Offer a “Superior Offer) and provided that LDK Germany Holding is provided in due time prior to the decision relevant information (whereby any documentation and information shall be deemed relevant which LDK Solar Germany
in good faith deems relevant to the extent such information can be provided by the Management Board without contravening the fiduciary duties or any other legal obligations or duties of one or several members of the Management Board) forming the
basis for such decision of the Management Board in written form; and 

  

	 	5.4.2	LDK Germany Holding has not amended the Takeover Offer within five Business Days following information by Sunways that in the view of the Management Board the
Competing Offer is a Superior Offer to the effect that the amended Takeover Offer in the view of the Management Board is more favourable to Sunways and the shareholders of Sunways than the Superior Offer, thus transforming the Takeover Offer into a
“Superior LDK Offer”. 

  

	5.5	In case of a Superior LDK Offer all provisions in this Agreement, including without limitation the provisions relating to the Takeover Offer, shall from the date
of such amendment relate to the Superior LDK Offer in lieu of the Takeover Offer. 

  

	5.6	Other than in case of a Superior LDK Offer, if the Management Board decides to withdraw an Offer Recommendation in view of a Superior Offer (as defined above)
and, as a result of such withdrawal, Completion does not occur, Sunways shall pay to LDK Germany Holding a reasonable break-fee of EUR 125,000.00 in order to compensate LDK Germany Holding and its affiliates for any frustrated transaction costs.


  

	5.7	Any obligations of the Management Board under this Agreement shall only exist if and to the extent such obligations comply with and do not infringe any
provisions of applicable law, in particular obligations of the members of the Management Board to observe their duty of care and fiduciary duty towards Sunways, including their obligations under sec. 14, 27 and 33 WpÜG and under sec. 76 and 93
AktG. 

  

	6	Obligations of Sunways / Information provided 

  

	6.1	From the Signing Date until the earlier of (i) Completion or (ii) a termination of this Agreement pursuant to Section 18.2:


  

	 	6.1.1	Sunways shall procure (dafür einstehen), to the extent legally permissible, that none of the following will occur or be committed without the prior
written consent of LDK Germany Holding: 

  

	 	•	 	 Any resolution of Sunways’ general meeting amending the Sunways Articles (except for any amendments provided for or deriving from this Agreement
and its Annexes, required by mandatory law or non-appealable court order or court order with respect to which an appeal has no suspensive effect) or amendment of the articles of association of Sunways Production GmbH; 



 

	 	•	 	 any issue of shares by Sunways and its subsidiary Sunways Production GmbH (together the “Sunways Group”) (except, for the avoidance of
doubt, as provided for in this Agreement); 


  

	 	•	 	 any measure pursuant to the German Law on the Transformation of Companies (Umwandlungsgesetz) in relation to Sunways or members of Sunways Group
where Sunways is not the surviving entity or which results in the issuance of shares by Sunways or a member of Sunways Group to any person or entity outside Sunways Group (except, for the avoidance of doubt, as provided for in this Agreement);




  
  

12 









	 	•	 	 any share buy-back or redemption of Sunways Shares; 


  

	 	•	 	 any conclusion of any enterprise agreement with any Sunways Group entity, in particular pursuant to secs. 291 et seq. AktG;



  

	 	•	 	 any liquidation of a Sunways Group entity; 


  

	 	•	 	 any changes to the service or employment agreements of any members of the Management Board or any other corporate body of Sunways Group providing for
an increase in remuneration or other benefits; 


  

	 	•	 	 any declaration and/or payment of dividends or other distributions made by a Sunways Group entity; and 



 

	 	•	 	 the waiver of any claims of Sunways (or Sunways Production GmbH) against any current or former managing director, member of the management board,
member of the supervisory board or any other member of a corporate body of the Sunways Group. 


  

	 	6.1.2	Sunways Group shall conduct its business in the ordinary course and therefore no entity of Sunways Group shall: 


 

	 	•	 	 enter into any agreement or assume any other obligation to pursue any of the activities set out in Section 6.1.1; 



 

	 	•	 	 enter into any material agreements (in the context of this Agreement the term material agreement shall comprise any agreement the value of which
exceeds EUR 600,000.00); 


  

	 	•	 	 sell, transfer, purchase or accept the transfer of any shares or other equity interests in any legal entities or business (nor the substantial assets
of any business); 


  

	 	•	 	 pay or otherwise discharge, or provide security for, any material liabilities, other than in accordance with past practice and in the ordinary course
of business; 


  

	 	•	 	 sell, transfer, create any encumbrances on or otherwise dispose of any real estate, intellectual property rights or material assets or inventory, other
than in accordance with past practice and in the ordinary course of business; however, for the avoidance of doubt, any disposal of production facilities in Constance (Konstanz) or actions required to execute or finalize the sale of such
production facilities is explicitly permitted and not subject to any consent of LDK Germany Holding; 


  

	 	•	 	 increase the remuneration (including any type of benefit) of any member of the Management Board or supervisory board member of a Group Company;



  

	 	•	 	 grant any loans or similar financial commitments or benefits to any shareholder, employee or board member of a Group Company; or



  

	 	•	 	 enter into any transactions which are not at arm’s length. 



It is understood that the consent shall be deemed to be granted if LDK Germany Holding has not responded within 48 hours after a
respective request by Sunways – together with comprehensive documentation in English language (or with English translations) – has been sent in accordance with Section 19 below. 

 

	6.2	From the Signing Date, Sunways will ensure that, to the extent legally permissible, LDK Germany Holding will receive the following information:


  

	 	•	 	 the quarterly reports of Sunways on the business results for the previous financial quarter; 



 

	 	•	 	 information about events which are disclosed by Sunways in an ad-hoc announcement pursuant to sec. 15 WpHG; 



 

	 	•	 	 drafts and the final version of the Prospectus, in each case as filed with BaFin; 



  
  

13 









	 	•	 	 as from the time and as long as Sunways Group will be consolidated in the accounts of LDK group, the financial information required for such
consolidation on a quarterly and annual basis within three weeks after close of each quarter/ financial year; and 


  

	 	•	 	 all information requested that can be disclosed to LDK Germany Holding in compliance with applicable legal requirements. 



 

	7	Capacity and other Representations and Warranties 

  

	7.1	LDK Germany Holding guarantees by way of an independent promise of warranty (selbständiges Garantieversprechen) pursuant to sec. 311 German Civil
Code (Bürgerliches Gesetzbuch - “BGB”) that as of the Signing Date LDK Germany Holding is a duly existing limited liability company incorporated under the laws of the Germany and is entitled to enter into the
transactions contemplated by this Agreement subject to Merger Control Clearance. Further guarantees made by LDK Germany Holding and LDK Solar are set out in Annex 7.1. 


 

	7.2	Sunways guarantees by way of an independent promise of warranty pursuant to sec. 311 BGB that as of the Signing Date Sunways is a duly existing stock corporation
incorporated under the laws of Germany and is entitled to enter into the transactions contemplated by this Agreement subject to the approval of the Supervisory Board and the Merger Control Clearance. Further guarantees made regarding Sunways Group
by Sunways are set out in Annex 7.2. 

  

	8	Listing / Listing Prospectus 

  

	8.1	The Parties intend to include all New Sunways Shares in the listing of the existing Sunways Shares no later than one year after issuance of the New Sunways
Shares. For this purpose, Sunways shall in consultation with LDK Germany Holding prepare a securities prospectus (listing prospectus) in accordance with the requirements of the German Securities Prospectus Act (Wertpapierprospektgesetz,
“WpPG”) and the Commission Regulation (EC) No 809/2004 of 29 April 2004, as amended (the “Prospectus”), and shall, together with a bank, apply for (i) admission of the New Sunways Shares to the regulated
market of the Frankfurt Stock Exchange and the sub-segment with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange and (ii) inclusion in the listing of the existing Sunways Shares at the regulated
market of the Frankfurt Stock Exchange and the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange and shall use its reasonable best efforts to have the listing
accomplished as soon as possible following such application. 

  

	8.2	For the New Sunways Shares issued under Capital Increase I, the Parties will explore the possibility of (i) admittance to the regulated market of the
Frankfurt Stock Exchange and the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange and (ii) the inclusion in the listing of the existing Sunways Shares at the
regulated market of the Frankfurt Stock Exchange and the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange without a securities prospectus based on the exemption from the
prospectus requirement pursuant to sec. 4 para. 2 no. 1 WpPG and make use of such exemption, to the extent this is legally permissible. 

  

	9	Available Funds 

  

	9.1	LDK Germany Holding has instructed DZ Bank AG, Deutsche Zentral-Genossenschaftsbank, Frankfurt Main, Germany, to act as its financial advisor for the Takeover
Offer. In this context DZ Bank AG has also been requested to issue a financing confirmation pursuant to sec. 13 WpÜG in favour of LDK Germany Holding. 


 

	9.2	LDK Solar has issued a binding and irrevocable commitment letter in favour of LDK Germany Holding to fully fund the Cash Consideration and/or the Offer Price
when due. A copy of such commitment letter is attached hereto as Annex 9.2. 


  
  

14 









	9.3	The Parties have further entered into the Escrow Agreement II to secure the funding of Capital Increase I. 


 

	10	Communication 

  

	10.1	After signing of this Agreement and passing of Resolution No. 1 and Resolution No. 2, Sunways will issue an ad-hoc-announcement pursuant to sec. 15
para. 1 WpHG with respect to the Transaction (the “Ad-Hoc-Announcement”), the wording of the Ad-Hoc-Announcement to be mutually agreed between the Parties. 


 

	10.2	After the Ad-Hoc-Announcement, the Parties shall publish a joint press release with regard to the Transaction (“Joint Press Release”), the
wording of such Joint Press Release to be mutually agreed between the Parties. The Parties shall also coordinate, to the extent legally permissible, their respective additional communication regarding the Transaction. 


 

	11	Merger Control Filing 

  

	11.1	Sunways, and to the extent legally required, LDK Germany Holding shall make merger control filings with the Bundeskartellamt in order to obtain Merger Control
Clearance (“Merger Control Filing”). 

  

	11.2	Any Merger Control Filing shall be finalized and submitted by Sunways. Sunways shall provide LDK Germany Holding with drafts for review and shall in its
reasonable judgment consider and not refuse without reasonable cause (sachlicher Grund) any of the comments of LDK Germany Holding. LDK Germany Holding shall provide Sunways or its advisors with all relevant information and documents to the
extent necessary and reasonable (which shall always be the case if the information or document is necessary to complete Merger Control Filing or specifically requested by a relevant merger control authority). 


 

	11.3	Furthermore, in order to obtain Merger Control Clearance, Sunways and LDK Germany Holding shall (i) co-operate in all respects with each other in
preparation of any filing or notification and in connection with the Merger Control Filing, (ii) supply to any competent authority as soon as reasonably practical any additional information requested pursuant to any applicable laws and take all
other procedural actions required in order to obtain Merger Control Clearance, (iii) without undue delay provide each other with copies of any written communication (or written summaries of any non-written communication) in connection with the
Merger Control Filing, (iv) contact any competent authority only after consultation with the other Party (unless the purpose of such contact is purely administrative), and (v) without undue delay inform the other Party in advance of the
time and place of any meetings and conferences with the competent authorities and give each other and their respective advisors the opportunity to participate in all such meetings or conferences where permitted by the relevant authority.


  

	11.4	In case the Combination is denied merger clearance, an appeal shall be filed with the consent of the Parties, such consent not to be unreasonably withheld.


  

	12	Time Schedule 

 In order
to ensure a prompt implementation of the Transaction, the Parties will use their best efforts, to the extent legally permissible, to have the following steps accomplished after signing of this Agreement substantially in the following order. For this
purpose, the Parties undertake to co-operate in a constructive manner and in a spirit of mutual trust to take all necessary steps required: 
  

	12.1	The Parties shall terminate the LTC by way of the Termination Agreement. 


 

	12.2	The Management Board shall resolve upon Resolution No. 1. 

  

	12.3	The Management Board shall resolve upon Resolution No. 2. 

  

	12.4	The Supervisory Board shall approve Resolution No. 1 and Resolution No. 2. 


 

  
  

15 









	12.5	LDK Germany Holding shall subscribe to Capital Increase I and Capital Increase II. 


 

	12.6	The Parties shall enter into the Contribution Agreement. 

  

	12.7	Sunways shall publish the Ad-Hoc-Announcement. 

  

	12.8	LDK Germany Holding shall publish its decision to launch the Takeover Offer in accordance with Section 10 para. 1 sentences 1 and 2, para. 3 WpÜG.


  

	12.9	Sunways and LDK Germany Holding shall publish the Joint Press Release. 


 

	12.10	The Parties shall make the Merger Control Filing. 

  

	12.11	LDK Germany Holding shall submit the Offer Document to BaFin. 

  

	12.12	Following approval of the Offer Document by BaFin, LDK Germany Holding shall publish the Offer Document. 


 

	12.13	The Cash Contribution shall be contributed as set forth in Section 3.1.3(ii). 


 

	12.14	The Contributions in Kind shall be rendered at Sunways’ free disposal as set forth in Section 3.2.3. 


 

	12.15	Instructions to file the commercial register applications for Capital Increase I and Capital Increase II shall be issued by the Parties to the Trustee once the
condition set forth in Section 4.5.1 (Merger Control Clearance requirement) has been satisfied. 

  

	12.16	Capital Increase I and Capital Increase II shall become effective by way of registration in the commercial register of Sunways. 


 

	12.17	The Filing of the Prospectus for New Sunways Shares and admission of New Sunways Shares shall take place no later than one year after issuance of the New Sunways
Shares. 

  

	13	Structure of Sunways after Completion 

  

	13.1	After Completion Sunways shall continue to exist as a fully operative German entity in the legal form of a stock corporation (Aktiengesellschaft) and
shall remain a listed company with its shares listed in the regulated market (Prime Standard) at the Frankfurt Stock Exchange. 

  

	13.2	LDK Germany Holding supports Sunways in order to enable Sunways to further capitalise on its brand names and further enhance the brand awareness. LDK Germany
Holding undertakes to maintain “Sunways” as independent brand. Any change of the current brand strategy shall be implemented only with the explicit prior consent of the Management Board. 


 

	14	Corporate Governance after Completion 

  

	14.1	Management Board 

  

	 	14.1.1	LDK Germany Holding has full trust and confidence in the current members of the Management Board and does not intend to effect or initiate a change in the
composition of the Management Board. For the duration of the current appointment of the members of the Management Board, LDK Germany Holding does not intend to initiate or otherwise support any action aiming at the removal of any current member of
the Management Board or the termination of any corresponding employment contract. 

  

	 	14.1.2	The Management Board shall continue to be independent from LDK Germany Holding. LDK Germany Holding acknowledges that neither LDK Germany Holding nor any
affiliated company of LDK Germany Holding within the meaning of secs. 15 et seqq. AktG is entitled to issue directives to the Management Board or any of its members, and that, absent a domination agreement (Beherrschungsvertrag) pursuant to
secs. 291 et seqq. AktG (the “Domination Agreement”), there is no obligation on the part of the Management Board or any of its members to carry out or refrain from a legal transaction or act at the inducement of LDK Germany Holding,
whether in form of a request, a demand or instruction. 


  
  

16 









	14.2	Supervisory Board 

  

	 	14.2.1	The Supervisory Board currently consists of three members, all of which are nominated by the shareholders of Sunways. For as long as LDK Germany Holding holds at
least 20% of the share capital and voting rights in Sunways, LDK Germany Holding shall be entitled to recommend one individual to be elected to the Supervisory Board (the “LDK Nominee”) subject to the following terms:


  

	 	(i)	If an appointment by court is legally possible, LDK Germany Holding shall nominate to the Management Board the LDK Nominee who shall be appointed by the competent court
upon application of the Management Board. 

  

	 	(ii)	If an appointment by court is not legally possible, the Management Board shall, to the extent legally permissible, use its best efforts to establish contact between LDK
Germany Holding and the Supervisory Board members and support a nomination of the LDK Nominee to be elected to the Supervisory Board by Sunways’ next shareholders’ meeting. 


 

	 	14.2.2	Sunways will have no obligation whatsoever with respect to the election of a LDK Nominee to the Supervisory Board if and to the extent such LDK Nominee does not
fulfil the prerequisites set out by statutory law, the Sunways Articles and/or the German Corporate Governance Code with respect to a member of the supervisory board. 


 

	15	Future Business 

  

	15.1	As a result of preliminary discussions on future business opportunities the Parties have agreed on the indicative business plan regarding Sunways Group attached
as Annex 15.1 which shall be executed after Completion, to the extent legally permissible and subject to the fiduciary duties of the Management Board and/or Supervisory Board. 


 

	15.2	The Parties and LDK Solar agree that the Management Board shall continue to independently conduct the business operations of Sunways and Sunways Group according
to applicable statutory law and based upon the business strategy described and to be implemented pursuant to Section 15.1 or further developed in the future by the Management Board. Strategy and execution of the strategy for the Sunways
business shall remain the responsibility of the Management Board. This applies to all areas in which Sunways Group currently conducts business or may decide to conduct business in the future. 


 

	15.3	LDK Germany Holding and LDK Solar fully support the business plan pursuant to Section 15.1 and will support Sunways in the implementation of such plan. LDK
Germany Holding and LDK Solar further intend to promote Sunways as independent brand and support Sunways in capitalizing on future market opportunities and the expansion of Sunways’ market position. 


 

	16	Confidentiality 

 LDK
Solar and Sunways entered on 20 January 2011 into a Non-Disclosure Agreement which remains in full force and effect and to which LDK Germany Holding also agrees to adhere to and which shall also apply to this Agreement and the information
contained herein accordingly. 
  

	17	Lock up / Exit 

  

	17.1	LDK Germany Holding hereby undertakes to Sunways that for a period of 10 months following Completion it will not, without the consent of the Management Board,


  

	 	17.1.1	sell, transfer, pledge, encumber or otherwise dispose of (verfügen über) (including the granting of any option over or the creation of any form
of trust relationship in respect of) any Sunways Shares held by it at Completion; 


  
  

17 









	 	17.1.2	enter into any agreement or transaction in respect of any voting rights or other rights attaching to Sunways Shares held by it at Completion; or


  

	 	17.1.3	enter into any transaction (including derivative transactions) or carry out any other action that would be the economic equivalent of any of the above.


  

	17.2	Section 17.1 shall not apply to the sale and/or transfer of Sunways Shares held by LDK Germany Holding at Completion to any affiliated company within the
meaning of secs. 15 et seqq. AktG. 

  

	17.3	Except as provided for in Section 8, LDK Germany Holding acknowledges and agrees that Sunways shall not be obligated to assist LDK Germany Holding in any
way in a potential public offer of Sunways Shares (e.g. by preparing a prospectus in accordance with the requirements of the WpPG and the Commission Regulation (EC) No 809/2004 of 29 April 2004, as amended). 


 

	17.4	LDK Germany Holding shall at no time, and shall procure that no affiliated company within the meaning of secs. 15 et seqq. AktG, take any actions or offer any
Sunways Shares in a manner that would unreasonably impose any obligations on Sunways pursuant to the United States Securities Act of 1933, as amended, and/or any other foreign laws governing the offering of shares, except for obligations imposed by
such laws as a result of Sunways becoming an affiliate of LDK Germany Holding subsequent to the Completion. 

  

	18	Term and Termination 

  

	18.1	This Agreement shall become effective upon signature of the parties to it and is concluded for a term of five years except for (i) Section 6.2 which
will remain effective for as long as Sunways Group will be consolidated in the accounts of LDK group, (ii) Section 14.2 which will remain effective for as long as LDK Germany Holding holds at least 20% of the shares and voting rights in
Sunways and (ii) the business plan referred to in Section 15.1 that shall be applicable until the end of the calendar year 2013. 

  

	18.2	Prior to Completion, this Agreement may only be terminated with immediate effect in writing 


 

	 	•	 	 by mutual written consent of the Parties; or 


  

	 	•	 	 by either Sunways or LDK Germany Holding, if the condition set forth in Section 4.5.1 (Merger Control Clearance requirement) has not been
fulfilled within 6 months following the Signing Date; or 


  

	 	•	 	 by LDK Germany Holding if LDK Germany Holding (or an affiliated company as described in 17.2) and Sunways have entered into a Domination Agreement and
such Domination Agreement has been registered in the commercial register of Sunways. 


 The right to terminate
this Agreement for good cause (aus wichtigem Grund) shall remain unaffected. 
  

	18.3	Notice of termination must be given in writing to the addresses mentioned in Section 19. Such notice will take effect immediately upon it having been given
in accordance with Section 12.6. The notice of termination must be made within 20 Business Days of the terminating Party becoming aware of the event giving rise to the termination right. 


 

	18.4	In the event of a termination of this Agreement, this Agreement shall have no further effect save for the provisions in Sections 16 and 19 through 22.



  
  

18 









	19	Notices 

 All notices,
communications and declarations of will given pursuant to, or in connection with, this Agreement shall be given in writing in the English language and delivered by hand, by registered mail, by facsimile, by email or by courier (unless any other
specific form is required by mandatory law) to the persons at the addresses set forth below, or such other person or address as may be designated by the respective party to the other parties in the same manner: 

 

			
	Sunways:	  	with a copy to:
		
	 Michael Wilhelm
 Sunways
AG
 Photovoltaic Technology

Macairestraße 3 - 5
 78467
Konstanz
 Germany
	  	 Dr. Nikolaos Paschos / Kristina Klaaßen
 Linklaters LLP
 Königsallee 49-51
 40212 Düsseldorf
 Germany

		
	 Telefax +49 7531 9967733-400

Email: michael.wilhelm@sunways.de
	  	 Telefax: +49 211 22977-435

Email:nikolaos.paschos@linkalters.com

kristina.klaassen@linklaters.com

	LDK Germany Holding:	  	with a copy to:
		
	 Xiaofeng Peng
 c/o LDK Solar
Co., Ltd.
 Unit 15, 35th Floor
 West
Tower, Shun Tak Centre
 200 Connaught Road
 Hong Kong
	  	 Oliver Kessler
 Sidley Austin
LLP
 Taunusanlage 160329 Frankfurt Main

Germany
 Telefax: +49 69 22221-4001

Email: okessler@sidley.com

		
	 Telefax: +852 2291 6030
 Email:
ldkpeng@ldksolar.com
	  	 and

		  	 H. Timothy Li
 Sidley Austin
LLP
 39/F Two International Finance Centre
 8 Finance Street, Central, Hong Kong
 Telefax: +852 2509-3110

Email: htli@sidley.com

	LDK Solar Co., Ltd.	  	with a copy to:
		
	  
 Xiaofeng Peng

LDK Solar Co., Ltd.
 Unit 15, 35th
Floor
 West Tower, Shun Tak Centre
 200
Connaught Road
 Hong Kong
  

Telefax: +852 2291 6030
 Email:
ldkpeng@ldksolar.com
	  	 Oliver Kessler
 Sidley Austin
LLP
 Taunusanlage 160329 Frankfurt Main

Germany
 Telefax: +49 69 22221-4001

Email: okessler@sidley.com
  
 and
  
 H. Timothy Li

Sidley Austin LLP
 39/F Two International Finance
Centre
 8 Finance Street, Central, Hong Kong
 Telefax: +852 2509-3110
 Email: htli@sidley.com



  
  

19 








 Provided that a party may change its notice details on giving notice to the other parties of
the change in accordance with this Section 19 that notice shall only be effective on the date falling five Business Days after the notification has been received or such later date as may be specified in the notice. 

 

	20	Costs 

 Each party to this
Agreement will bear its own costs (including the fees, costs and expenses of its advisors) relating to the preparation, negotiation and implementation of this Agreement and the transactions contemplated herein. 

 

	21	Miscellaneous 

  

	21.1	No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties.


  

	21.2	Any provision of this Agreement (including this Section 21.2) may be amended or waived only if such amendment or waiver is made in writing, unless a
stricter form is required by mandatory law. 

  

	21.3	Nothing in this Agreement will be construed as the formation of a partnership under secs. 705 et seqq. BGB (Gesellschaft bürgerlichen Rechts) or
other form of partnership as between Sunways, LDK Germany Holding and/or LDK Solar. 

  

	21.4	The headings in this Agreement are merely for convenience. They will be disregarded for the purposes of interpreting this Agreement. The annexes to this
Agreement form an integral part of this Agreement. 

  

	21.5	In this Agreement (including the Preamble), unless the context otherwise requires, where a German term has been added in brackets after an English term, the
German term will be decisive for the purpose of interpretation of the English term whenever such English term is used in this Agreement. 

  

	21.6	Except as otherwise expressly provided for in this Agreement, this Agreement will not grant any rights to third parties and will not constitute a contract for
the benefit of third parties (Vertrag zugunsten Dritter) or a contract with protective effect for third parties (Vertrag mit Schutzwirkung zugunsten Dritter). 


 

	21.7	If one or more provisions of this Agreement, including this provision, are or become illegal, invalid or unenforceable, that shall not affect or impair the
legality, validity or enforceability of any other provision of this Agreement. The illegal, invalid or unenforceable provision shall be deemed to be substituted by a suitable and equitable provision which, to the extent legally permissible, comes as
close as possible to the intent and purpose of the illegal, invalid or unenforceable provision. The same shall apply in case of an amendment due to a failure of addressing a certain matter in this Agreement (Auffüllung einer
Vertragslücke). It is the express intent of the parties to this Agreement that this Section 21.7 shall be construed as an exclusion of sec. 139 BGB in its entirety and not just as a reversal of the burden of proof
(Beweislastumkehr). 

  

	22	Governing Law / Disputes 

  

	22.1	This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by and construed in accordance with the
laws of the Federal Republic of Germany. 

  

	22.2	All disputes, controversies or claims arising out of or in connection with this Agreement, including the breach, termination or invalidity thereof
(“Dispute”), shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“Rules”) by three arbitrators appointed in accordance with the Rules and this clause 22.2 (the
“Tribunal”). The place of arbitration shall be Zurich, Switzerland, and the language to be used in the arbitral proceedings shall be English. One arbitrator will be nominated by each party to the Dispute and the third arbitrator,
who will be the Chairman of the Tribunal, will be appointed by the ICC Court of Arbitration in accordance with the Rules. 

  

  
  

20 









	22.3	If according to mandatory law a Dispute has to be settled by a competent court, the courts in Frankfurt Main, Germany, shall have exclusive jurisdiction, to the
extent legally permissible. 

  

									
	Constance/Hong Kong, 31 December 2011	 	 	 	 	 	 
			
	sunways Aktiengesellschaft	 	 	 	LDK Solar Germany Holding GmbH
			
	represented by:	 		 	represented by:
			
	 /s/ Michael Wilhelm
	 		 	 /s/ Xiaofeng Peng

					
	name:	 	  Michael Wilhelm	 		 	name:	 	  Xiaofeng Peng
				
	 /s/ Joerg von Strom
	 		 		 	
					
	name:	 	  Joerg von Strom	 		 		 	
				
	LDK Solar Co. Ltd.	 	 	 	 	 	 
				
	represented by:	 		 		 	
				
	 /s/ Xiaofeng Peng
	 		 		 	
					
	name:	 	  Xiaofeng Peng	 		 		 	


  
  

21 








 Annex 7.1 to the Investment Agreement 
 Representations and Warranties of LDK Germany Holding and LDK Solar 
  

	1.	LDK Germany Holding and LDK Solar each individually, hereby represent and warrant by way of an independent guarantee (selbstständiges Garantieversprechen)
pursuant to sec. 311 (1) BGB that the following statements are true and correct (zutreffend) and not misleading, in each case as of the Signing Date, whereby it is understood that the representations shall not constitute a warranty of
condition (Beschaffenheitsgarantie) within the meaning of sec. 444 BGB: 

  

	 	1.1.	LDK Germany Holding is holder of the Contributed Claim. The Contributed Claim is free of any defect of title (Rechtsmangel), such defect of title including but
not limited to the non-existence of the claim, any conditions, potential objections or third party rights. 

  

	 	1.2.	LDK Lessee Parent is a duly established and validly existing company under the laws of Hong Kong, People`s Republic of China. The share capital of LDK Lessee Parent has
been fully and properly paid up and has neither openly nor in a hidden way been redistributed to the shareholders. The shares of LDK Lessee Parent are free of any obligations to make additional contributions or payments and similar obligations or
restrictions. 

  

	 	1.3.	No persons or companies, other than LDK Germany Holding, hold any direct or indirect interest of any type whatsoever in LDK Lessee Parent and there are no rights to
create or transfer such an interest. LDK Germany Holding has unrestricted ownership of the shares, free and clear from any third party rights, liens, encumbrances, pledges or any other restrictions and can freely dispose of the shares in LDK Lessee
Parent. Any transfer of the shares in LDK Lessee Parent following formation of LDK Lessee Parent prior to Signing Date does not result in any adverse tax consequences of LDK Lessee Parent or future stakeholders of LDK Lessee Parent.


  

	 	1.4.	There are no silent participations or other rights to participate in LDK Lessee Parent’s revenues, profits, assets, equity (or the value thereof) or which
otherwise relate to its business and there are no rights to create or transfer such participations or rights. 

  

	 	1.5.	LDK Lessee is a duly established and validly existing foreign-invested company under the laws of the People`s Republic of China and has a duly approved business scope
allowing it to carry out in particular import and export actions and the production of modules and any other actions provided for under the Fixed Assets Lease Agreement. 


 

	 	1.6.	Lessor (i) is a company duly established and validly existing under the laws of the People’s Republic of China, (ii) is a wholly owned subsidiary of LDK
Solar, with 25.5% directly owned by LDK Solar and 74.5% indirectly owned by LDK Solar through its wholly owned subsidiary in China, Jiangxi LDK Solar Hi-Tech Co., Ltd., (iii) owns the Production Facility and (iv) such ownership is neither
subject to restrictions on disposal nor to third party rights. The Production Facility is suitable for the production of the production volume of solar modules agreed in the Fixed Assets Lease Agreement and will conform to the specification
described under the Fixed Assets Lease Agreement. 

  

	 	1.7.	LDK Germany Holding is owner of the Contributed Wafers. The Contributed Wafers are neither subject to restrictions on disposal nor to third party rights. The quality of
the Contributed Wafers will conform to the specification as defined in Annex 1 of the Contribution Agreement. 


  
  

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 Annex 7.2 to the Investment Agreement 
 Representations and Warranties of Sunways 
  

	1.	Sunways hereby represents and warrants by way of an independent guarantee (selbstständiges Garantieversprechen) pursuant to sec. 311 (1) BGB that the
following statements are true and correct (zutreffend) and not misleading, in each case as of the Signing Date, whereby it is understood that the representations shall not constitute a warranty of condition (Beschaffenheitsgarantie)
within the meaning of sec. 444 BGB: 

  

	 	1.1.	Sunways has been duly established and is validly existing as a stock corporation under the laws of the Federal Republic of Germany. The articles of association of
Sunways attached to this Annex as Exhibit 1.1 represent the complete and current version of the articles of association of Sunways. No shareholder resolutions have been passed which could affect the current existence of Sunways; this
includes, in particular, but without limitation, resolutions pursuant to the German Law on the Transformation of Companies (Umwandlungsgesetz) or resolutions on the liquidation of Sunways. 


 

	 	1.2.	No insolvency or similar proceedings have been, or have been threatened to be, opened over the assets of Sunways, and there are no circumstances that would require or
justify the opening or application for such proceedings. Sunways is neither illiquid (zahlungsunfähig) nor over-indebted (überschuldet). However, according to existing contractual conditions the financing banks of Sunways may
use their special right of cancellation of current financing due to a new majority shareholder acquiring a major stake of 20% or more of the share capital of Sunways. In this case, the short-term necessity of additional working capital financing may
occur to avoid illiquidity or over-indebtedness. 

  

	 	1.3.	The New Sunways Shares will be validly issued in compliance with applicable law, free of any third party rights (including, without limitation, pre-emptive rights,
rights of first refusal, subscription rights, option rights, conversion rights, or similar rights as well as pledges or other encumbrances) and any transfer restrictions (Verfügungsbeschränkungen), unless provided for in this
Agreement. 

  

	 	1.4.	The New Sunways Shares will be no-par value shares (Stückaktien) attributed with the same rights as the other shares in the Company; except for the issue
price (Ausgabebetrag) and any potential additional payments mandatorily required under the applicable law, there are no further payment or ancillary obligations or encumbrances with respect to the New Sunways Shares. 


 

	 	1.5.	To the extent legally permitted by German law, and to the best knowledge of Sunways, Sunways represents and warrants that the existing share capital of Sunways has been
issued in compliance with the applicable German laws and regulations. 


  
  

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