Share Purchase Agreement among Happy Genius Holdings Limited



 Exhibit 10.21 
 EXECUTION COPY 
 SHARE PURCHASE AGREEMENT 
 by and among 
 HAPPY GENIUS HOLDINGS
LIMITED 
 and 
 MANDRA SILICON LIMITED 
 and 
 GCL SILICON TECHNOLOGY HOLDINGS INC. 
 Dated as of July 18, 2008 







 TABLE OF CONTENTS 
  


							
	 	 	 	  	 	  	Page
	 ARTICLE I DEFINITIONS
	  	2
				
		 	1.01	  	DEFINITIONS	  	2
		 	1.02	  	ADDITIONAL DEFINITIONS	  	6
		 	1.03	  	CONSTRUCTION	  	6
		
	 ARTICLE II PURCHASE OF SHARES AND CLOSING
	  	7
				
		 	2.01	  	PURCHASE AND SALE	  	7
		 	2.02	  	CLOSING	  	7
		
	 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS
	  	8
				
		 	3.01	  	ORGANIZATION	  	8
		 	3.02	  	AUTHORITY	  	9
		 	3.03	  	NO CONFLICTS	  	9
		 	3.04	  	GOVERNMENTAL APPROVALS AND FILINGS	  	9
		 	3.05	  	TITLE TO ASSETS AND PROPERTIES	  	9
		 	3.06	  	CLOSING SHARES	  	10
		 	3.07	  	INTEREST IN JZPTD	  	10
		 	3.08	  	LEGAL PROCEEDINGS	  	10
		 	3.09	  	COMPLIANCE WITH LAWS AND ORDERS	  	10
		 	3.10	  	BROKERS	  	10
		
	 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY
	  	11
				
		 	4.01	  	ORGANIZATION	  	11
		 	4.02	  	AUTHORITY	  	11
		 	4.03	  	NO CONFLICTS	  	11
		 	4.04	  	INFORMATION	  	11
		 	4.05	  	NO U.S. PERSON	  	12
		 	4.06	  	NO DIRECTED SELLING EFFORTS	  	12
		 	4.07	  	INVESTMENT PURPOSES	  	12
		 	4.08	  	BROKERS	  	12
		 	4.09	  	ORDINARY SHARES	  	13
		
	 ARTICLE V CONDITIONS TO OBLIGATIONS OF THE COMPANY
	  	13
				
		 	5.01	  	Representations and Warranties	  	13
		 	5.02	  	Performance	  	13
		 	5.03	  	Orders and Laws	  	13
		 	5.04	  	Regulatory Consents and Approvals	  	13
		 	5.05	  	Initial Public Offering Closing	  	14
		 	5.06	  	Release of Security Interests	  	14
		
	 ARTICLE VI CONDITIONS TO OBLIGATIONS OF THE SELLERS
	  	14
				
		 	6.01	  	REPRESENTATIONS AND WARRANTIES	  	14
		 	6.02	  	PERFORMANCE	  	14
		 	6.03	  	ORDERS AND LAWS	  	15
		 	6.04	  	REGULATORY CONSENTS AND APPROVALS	  	15
		 	6.05	  	INITIAL PUBLIC OFFERING CLOSING	  	15
		 	6.06	  	RELEASE OF SECURITY INTERESTS	  	15
		
	 ARTICLE VII SURVIVAL OF REPRESENTATIONS AND WARRANTIES
	  	15
				
		 	7.01	  	SURVIVAL OF REPRESENTATIONS AND WARRANTIES	  	15

  


					
		 	i	 	Share Purchase Agreement










							
	ARTICLE VIII TERMINATION	  	15
				
		 	8.01	  	TERMINATION	  	15
		 	8.02	  	EFFECT OF TERMINATION AND SURVIVAL	  	15
		
	 ARTICLE IX GOVERNING LAW AND RESOLUTION OF DISPUTES
	  	16
				
		 	9.01	  	GOVERNING LAW	  	16
		 	9.02	  	DISPUTE RESOLUTION FORUM	  	16
		 	9.03	  	PERFORMANCE PENDING DISPUTE RESOLUTION	  	16
		
	 ARTICLE X MISCELLANEOUS
	  	16
				
		 	10.01	  	ENTIRE AGREEMENT	  	16
		 	10.02	  	BINDING EFFECT; BENEFIT	  	17
		 	10.03	  	ASSIGNMENT	  	17
		 	10.04	  	AMENDMENT; WAIVER	  	17
		 	10.05	  	NOTICES	  	17
		 	10.06	  	COUNTERPARTS	  	18
		 	10.07	  	SEVERABILITY	  	18
		 	10.08	  	COSTS AND EXPENSES	  	18
		 	10.09	  	FURTHER ASSURANCES	  	18
		
	 APPENDIX A
	  	A-1

  


					
		 	ii	 	Share Purchase Agreement









 SHARE PURCHASE AGREEMENT 
 This SHARE PURCHASE AGREEMENT (this “Agreement”) dated as of July 18, 2008 is made by and among: 
 (1) Happy Genius Holdings Limited (“Happy Genius”), a company incorporated and existing under the laws of the British Virgin Islands and having
its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, 
 (2) Mandra Silicon Limited
(“Mandra”; together with Happy Genius, the “Sellers”), a company incorporated and existing under the laws of the British Virgin Islands and having its registered office at P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin Islands, and 
 (3) GCL Silicon Technology Holdings Inc. (the “Company”), a company
incorporated and existing under the laws of the Cayman Islands and having its registered office at Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands. 
 Capitalized terms not otherwise defined herein have the meanings set forth in ARTICLE I. 
 WHEREAS: 
 WHEREAS, Happy Genius is the legal and beneficial owner of 82.00% of the issued share
capital of each of Sun Wave Group Limited (“Sun Wave”), a company incorporated and existing under the laws of the British Virgin Islands and Greatest Joy International Limited (“Greatest Joy”), a company
incorporated and existing under the laws of the British Virgin Islands; 
 WHEREAS, Mandra is the legal and beneficial owner of 18.00% of the
issued share capital of each of Sun Wave and Greatest Joy; 
 WHEREAS, Sun Wave is the legal and beneficial owner of 100% of the issued share
capital of each of Wise Universe Investments Limited, Excel Bond International Limited and Asia Silicon Technology Development Holdings Limited, each a company incorporated in the British Virgin Islands. 
 WHEREAS, Wise Universe Investments Limited, Excel Bond International Limited and Asia Silicon Technology Development Holdings Limited are the legal and
beneficial owners of 100% of the issued share capital of Speedy Gain Limited, Asia Silicon Technology Development Limited and Asia Silicon Technology Development Holdings Limited respectively, each a company incorporated in Hong Kong. 
 WHEREAS, Speedy Gain Limited, Asia Silicon Technology Development Limited and Asia Silicon Technology Development Holdings Limited are the legal and
beneficial holders of 7%, 8% and 5%, respectively, of the equity interest in Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. (“JZPTD”), a limited liability company organized in the People’s Republic of China.

  


					
		 	1	 	Share Purchase Agreement









 WHEREAS, Greatest Joy is the legal and beneficial owner of 100% issued share capital of Richmore
International Development Limited, a company incorporated in Hong Kong. 
 WHEREAS, Richmore International Development Limited is the legal
and beneficial holder of 16% of the equity interest in JZPTD. 
 WHEREAS, the Sellers agree to sell to the Company and the Company agrees to
purchase from the Sellers 100% in the aggregate of the issued share capital of each of Sun Wave and Greatest Joy; 
 WHEREAS, The Sellers and
the Company agree to enter into this Agreement to govern the Sellers’ sale and the Company’s purchase of 100% of the issued share capital of each of Sun Wave and Greatest Joy; 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I 
 DEFINITIONS 
 1.01 Definitions.

 The following terms shall have the following meanings for purposes of this Agreement: 
 “Actions or Proceedings” means any action, suit, proceeding, arbitration or any investigation or audit by any Government Authority.

 “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or
under common control with such Person and “Affiliates” and “Affiliated” shall have correlative meanings. For the purpose of this definition, the term “control” (including with correlative meanings,
the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or influence
the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise 
 “Agreement” has the meaning stated in the preamble. 
 “Assets and Properties” of any Person means
assets and properties of any kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related
thereto, operated, owned or leased by such Person, including 

  


					
		 	2	 	Share Purchase Agreement









 
without limitation cash, cash equivalents, investment assets, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real
estate, equipment, inventory, goods and intellectual property. 
 “Business Day” means a day other than Saturday, Sunday or
any day on which banks located in Hong Kong are authorized or obligated to close. 
 “Company” means GCL Silicon Technology
Holdings Inc. 
 “Confidential Information” means (a) any information concerning the organization, business,
technology, trade secrets, know-how, finance, transactions or affairs of any Party or any Party’s Representatives (whether conveyed in written, oral or in any other form and whether such information has been furnished before, on or after the
date of this Agreement), (b) any information or materials prepared by a Party or its Representatives that contains or otherwise reflects, or is generated from, Confidential Information and (c) this Agreement, the transactions contemplated
hereby, the terms and conditions hereof or any discussions, correspondence or other communications among the Parties or their respective Representatives relating to this Agreement or any of the transactions contemplated hereunder. 
 “Contract” means any agreement, lease, license, engagement, evidence of Indebtedness, mortgage, indenture, security agreement, financial
instrument, purchase order, commitment, arrangement, understanding or other contract (whether written, oral or otherwise). 
 “Convertible Bonds” means any of the unsecured convertible bonds having the characteristics set forth in the term sheet attached hereto as Exhibit A. 
 “Employee” means any officer or employee including any part-time, regular contract or fixed-term officer or employee. 
 “Encumbrance” means (a) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust,
title retention, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person, including any right granted by a transaction which, in legal terms, is not the granting
of security but which has an economic or financial effect similar to the granting of security under applicable Law, (ii) any lease, sub-lease, occupancy agreement, easement or covenant granting a right of use or occupancy to any Person,
(iii) any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, negotiation or refusal or transfer restriction in favor of any Person and (iv) any adverse claim as to title, possession or use.

 “Equity Securities” means the capital stock, membership interests, partnership interests, registered capital or other
ownership interest in any Person or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, such capital stock, membership interests, partnership interests, registered capital
or other ownership interests (whether or not such derivative securities are issued by such Person). 
  


					
		 	3	 	Share Purchase Agreement









 “Environmental Laws” shall mean all national, state, regional and local laws, statutes,
ordinances and regulations, in each case as amended or supplemented from time to time, and any Government Authority thereof, including orders, consent decrees or judgments relating to the regulation and protection of human health, safety, the
environment and natural resources. 
 “GCL HK” means GCL Silicon Technology Holdings Limited. 
 “Government Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the
Cayman Islands or of the PRC, any other country or territory or any province, state, county, city or other political subdivision of any other country or territory. 
 “Greatest Joy” has the meaning stated in the preamble. 
 “Happy Genius”
means Happy Genius Holdings Limited. 
 “Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

 “Indebtedness” of any Person means all obligations (contingent or otherwise) of such Person (i) for borrowed money,
(ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of business), (iv) under capital
leases and (v) in the nature of guarantees of the obligations described in clauses (i) through (iv) above of any other Person. 
 “JZPTD” means Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. 
 “Law” means any
law, treaty, statute, ordinance, code, rule or regulation of any Government Authority or any Order. 
 “Liabilities” means
all Indebtedness, obligations and other liabilities of a Person (whether absolute, accrued, contingent, fixed or otherwise, or whether due or become due). 
 “Licenses” means all licenses, permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents granted or issued by any Governmental Authority.

 “Mandra” means Mandra Silicon Limited. 
 “Material Adverse Effect” means a material adverse effect on the Business or Condition of the Group Companies taken as a whole, but excluding effects attributable to (i) the transactions
contemplated by this Agreement; (ii) economic, industry or market conditions and generally, including, without limitation, changes affecting the industry in which the Company operates; (iii) any change in laws or regulatory or political
conditions affecting the wind power and energy industry and generally, including any acts of war or terrorist activities; or any change in conditions or fluctuations in financial markets. 
  


					
		 	4	 	Share Purchase Agreement









 “Memorandum and Articles” means memorandum and articles of association, the articles of
incorporation, by-laws or other equivalent constitutional documents of the Company, as amended from time to time. 
 “Order”
means any writ, judgment, decree, injunction, award or similar order of any Government Authority (in each such case whether preliminary or final). 
 “Ordinary Shares” means the ordinary shares, par value US$0.00001 per share, of the Company. 
 “Parties” means collectively the Sellers and the Company. Each of the Parties shall be referred to as a “Party.” 
 “Person” means an individual, firm, corporation, partnership, association, limited liability company, union, trust or estate or any other entity or organization whether or not having separate legal
existence, including any Government Authority. 
 “Purchase Price” means: 
 I. If the initial public offering price of the American depositary shares representing the Company’s Ordinary Shares provides an effective price of
at least $23.88 per Ordinary Share (as such Ordinary Shares are constituted as of July 15, 2008): 
 (a) US$240,625,000 in cash, paid to
Happy Genius; 
 (b) US$446,875,000 principal amount of unsecured Convertible Bonds (with an agreed fair market value of US$558,200,000) to
Happy Genius; 
 (c) 215,469,340 Ordinary Shares to Happy Genius; and 
 (d) 53,068,620 Ordinary Shares to Mandra. 
 II. If the initial public offering price of the American depositary shares representing the Company’s Ordinary Shares provides an effective price of at less than $23.88 per Ordinary Share (as such Ordinary Shares are constituted as of
July 15, 2008), the Purchase Price stated in I.(a) and I.(b) shall remain the same, and the number of Ordinary Shares in I.(c) and I.(d) shall be reduced by multiplying the number of Ordinary Shares in each case by the fraction of in which the
numerator is the effective initial public offering price and the denominator is $23.88. 
 “Representatives” means with
respect to any Person, such Person’s directors, officers, Employees, agents, Affiliates, partners, counsel, legal and financial advisers, accountants, consultants and controlling persons. 
  


					
		 	5	 	Share Purchase Agreement









 “PRC” or “China” means the People’s Republic of China and for the
purposes of this Agreement, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan. 
 “Qualified IPO” means a firm commitment underwritten public offering of Ordinary Shares of the Company and the listing of such Ordinary Shares on a reputable international stock exchange (including without limitation stock
exchanges in the United States, Hong Kong and Singapore, or any other stock exchange that is approved by the board of directors of the Company). 
 “Securities Act” means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder. 
 “Sellers” means Mandra and Happy Genius. 
 “Subsidiary” means any Person
which the Company controls, directly or indirectly. For purposes of this definition, “control” has the meaning set forth above under the definition of “Affiliate.” 
 “Sun Wave” has the meaning stated in the preamble. 
 “Tax” means any form of taxation (including any value added, excise, use, personal property, use and occupancy, business and occupation, mercantile, real estate, payroll, franchise or capital gains
tax), estate duty, customs duty, deduction, withholding, duty, impost, levy or fee or charge levied, collected, withheld or assessed by any Government Authority and any interest, penalty, surcharge or fine in connection therewith or any other
measure of tax. 
 1.02 Additional Definitions. 
 The following terms shall have the meanings set forth in the indicated Clause of this Agreement: 
  

			
	 Defined Terms
	  	 Articles Reference

	“Closing”	  	2.02
	“Closing Date”	  	2.02
	“Closing Shares”	  	2.01
	“Disclosure Schedule”	  	ARTICLE III
	“HKIAC”	  	9.02(a)

 1.03 Construction. 
 Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to
include the plural as well as the singular and to cover all genders. Unless otherwise specified, words such as “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a
whole and not to any particular clause or sub-clause of this Agreement, and references herein 

  


					
		 	6	 	Share Purchase Agreement









 
to “articles” or “clauses” refer to articles or clauses of this Agreement. Unless otherwise specified, references herein to the word
“including” shall be deemed to be followed by words “without limitation” or “but not limited to,” as applicable, or words of similar import. In the event that any translated version of this Agreement differs from the
English version, the English version shall control. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. 
 ARTICLE II 
 PURCHASE OF SHARES AND CLOSING 
 2.01 Purchase and Sale. 
 Subject to
the terms and conditions hereof, at the Closing, Happy Genius shall sell to the Company, and the Company shall purchase from Happy Genius at the applicable Purchase Price, 82 shares of Sun Wave and 82 shares of Greatest Joy free and clear of all
Encumbrances, representing 82% of the issued share capital of each of Sun Wave and Greatest Joy (the “Happy Genius Shares”). 
 Subject to the terms and conditions hereof, at the Closing, Mandra shall sell to the Company, and the Company shall purchase from Mandra at the applicable Purchase Price, 18 shares of Sun Wave and 18 shares of Greatest Joy free and clear of
all Encumbrances, representing 18% of the issued share capital of each of Sun Wave and Greatest Joy (the “Mandra Shares”; together with the Happy Genius Shares, the “Closing Shares”). 
 2.02 Closing. 
 Subject to the
satisfaction or waiver of the conditions set forth in ARTICLE V and ARTICLE VI of this Agreement, the closing of the transactions contemplated under Article 2.01 (the “Closing”) shall take place at the offices of Milbank, Tweed,
Hadley & McCloy LLP at Tower 2, China Central Place, Suite 1505-1506, 79 Jianguo Road, Chao Yang District, Beijing 100025, People’s Republic of China, or at such other place as the Company and the Sellers mutually agree, concurrently
with the closing of the Company’s initial public offering that constitutes a Qualified IPO provided that all of the conditions set forth in ARTICLE V and ARTICLE VI hereunder have been satisfied or waived (or any other day as may be mutually
agreed by the Company and the Sellers) (the “Closing Date”). 
 (a) At the Closing, Happy Genius shall deliver to the
Company: 
 (i) shares aggregating 82% of the issued share capital of each of Sun Wave and Greatest Joy; 
 (ii) a certified copy of the updated register of members of each of Sun Wave and Greatest Joy that duly registers the name of the Company
as record owner of such shares; and 
 (iii) each other item that is to be completed or delivered by Happy Genius at Closing
in accordance with this Agreement and applicable Law. 
  


					
		 	7	 	Share Purchase Agreement









 (b) At the Closing, Mandra shall deliver to the Company: 
 (i) shares aggregating 18% of the issued share capital of each of Sun Wave and Greatest Joy; 
 (ii) a certified copy of the updated register of members of each of Sun Wave and Greatest Joy that duly registers the name of the Company
as record owner of such shares; and 
 (iii) each other item that is to be completed or delivered by Mandra at Closing in
accordance with this Agreement and applicable Law. 
 (c) At the Closing, the Company shall deliver to the Sellers (as applicable):

 (i) the cash portion of the Purchase Price by wire transfer of immediately available funds to an account to be designated
by the Company, such account to be so designated at least two Business Days prior to the Closing; 
 (ii) the Ordinary Shares
constituting such portion of the Purchase Price; 
 (iii) the unsecured Convertible Bonds constituting such portion of the
Purchase Price; and 
 (iv) each other item that is to be completed or delivered by it at Closing in accordance with this
Agreement and applicable Law. 
 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES OF THE SELLERS 
 Except as set forth in the Disclosure Schedule dated the
Closing Date (the “Disclosure Schedule”) to be made part of this Agreement upon delivery thereof to the Company each of the Sellers hereby severally, and not jointly represents and warrants to the Company as of the date hereof and
as of the Closing Date as follows: 
 3.01 Organization. 
 The Seller is a corporation duly organized and validly existing under the Laws of its place of incorporation and has full corporate power and authority to execute and deliver this Agreement to which it is a party and
to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Seller has the full corporate power and authority to conduct its business as now conducted. The Seller is duly qualified to do business in each
jurisdiction in which it currently conducts business except where the failure to be so qualified would not be reasonably expected to have a Material Adverse Effect. 
  


					
		 	8	 	Share Purchase Agreement









 3.02 Authority. 
 (a) The execution and delivery by the Seller of this Agreement and the performance by the Seller of its obligations hereunder have been duly and validly authorized by all necessary corporate action of the Seller.

 (b) This Agreement has been duly and validly executed and delivered by the Seller and constitutes, and upon its execution and delivery,
shall constitute, a legal, valid and binding obligation, enforceable against it in accordance with its terms, except as (i) the enforceability thereof may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium and other laws of general application or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity and (ii) rights of
acceleration, if any, and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether considered in a Proceeding in equity or at law). 
 3.03 No Conflicts. 
 The execution and
delivery by the Seller of this Agreement does not, and the performance by the Seller of each of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: 
 (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Memorandum and Articles or other constitutional
documents of the Seller; or 
 (b) subject to obtaining the consents, approvals and actions, making the filings, conflict with or result in a
violation or breach of any term or provision of any Law or Order applicable to the Seller anywhere such conflict, violation or breach would result, or would reasonably be expected to result, in a Material Adverse Effect. 
 3.04 Governmental Approvals and Filings. 
 No consent, approval or action of, filing with or notice to any Government Authority on part of the Seller is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions
contemplated hereby. 
 3.05 Title to Assets and Properties. 
 The Seller has good and marketable title to its Assets and Properties held free and clear of any mortgage, pledge, lien, encumbrance, security interest or
charge of any kind with no exceptions that would interfere with the use made or to be made thereof by them where failure to comply with any of the foregoing would have or would be reasonably likely to have a Material Adverse Effect. With respect to
the Assets and Properties it leases, the Seller is in compliance with such leases and, to the best of its knowledge, the Seller holds valid leasehold interests in such Assets and Properties free of any Liens, encumbrances, security interests or
claims of any party other than the lessors of such Assets and Properties with no exceptions that would interfere with the use made or to be made thereof by them where failure to comply with any of the foregoing would have or would be reasonably
likely to have a Material Adverse Effect. 
  


					
		 	9	 	Share Purchase Agreement









 3.06 Closing Shares. 
 (a) The Happy Genius Shares will be owned at all times prior to the Closing by Happy Genius, and such shares represent valid and binding obligations of Sun Wave and Greatest Joy, enforceable against them in accordance
with their terms. 
 (b) The Mandra Shares will be owned at all times prior to the Closing by Mandra, and such shares represent valid and
binding obligations of Sun Wave and Greatest Joy, enforceable against them in accordance with their terms. 
 (c) The Closing Shares when
sold to the Company at Closing will be duly and validly authorized and issued, fully paid and non-assessable. At the Closing, in accordance with the provisions of this Agreement, the Company will own the Closing Shares free and clear of any
Encumbrance, or third party right or claim of any kind. 
 (d) The outstanding capital shares of the Company are duly and validly authorized
and issued, credited as fully paid and non-assessable, have been issued in accordance with all applicable laws, the Company’s Memorandum and Articles of Association and any relevant securities laws or pursuant to valid exemptions therefrom.

 3.07 Interest in JZPTD. 
 (a) The Seller is the beneficial holder of percentage of equity interest in JZPTD set forth in the preamble; and 
 (b) at the
Closing, in accordance with the provisions of this Agreement and the acquisition of the Closing Shares, the Company will indirectly own such percentage of equity interest in JZPTD free and clear of any Encumbrance, or third party right or claim of
any kind. 
 3.08 Legal Proceedings. 
 As of the date hereof, except as disclosed in the Disclosure Schedule, there are no Orders outstanding against the Seller or any Subsidiary. 
 3.09 Compliance With Laws and Orders. 
 As of the date hereof, the Seller is not or has not received any notice that it is or has been in violation of or in default under any Law or Order applicable to the Seller that would be reasonably likely to have a Material Adverse Effect.

 3.10 Brokers. 
 All
negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by the Seller directly with the Company without the intervention of any Person on behalf of the Seller in such manner as to give rise to any valid
claim by any Person against the Sellers or the Company for a finder’s fee, brokerage commission or similar payment. 
  


					
		 	10	 	Share Purchase Agreement









 ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 
 The Company hereby represents and warrants to each of the
Sellers as of the date hereof and as of the Closing Date as follows: 
 4.01 Organization. 
 The Company is a corporation duly organized and validly existing under the Laws of its place of incorporation. The Company has full corporate power and
authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. 
 4.02 Authority. 
 (a) The execution and delivery by the Company of this Agreement, and the performance by the Company of its
obligations hereunder, have been duly and validly authorized by all necessary action. 
 (b) This Agreement has been duly and validly
executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except as (i) the enforceability thereof may be limited by applicable bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and other laws of general application or similar laws affecting the enforcement of creditors’ rights generally or by general
principles of equity and (ii) rights of acceleration, if any, and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether considered in a Proceeding in equity or at law).

 4.03 No Conflicts. 
 The execution and delivery by the Company of this Agreement does not, and the performance by the Company of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: 
 (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the constitutional documents of the Company; and

 (b) subject to obtaining the consents, approvals and actions, making the filings, conflict with or result in a violation or breach of any
term or provision of any Law or Order applicable to the Company. 
 4.04 Information. 
 (a) The Company acknowledge that (A) it has had the opportunity to request copies of any documents, records, and books pertaining to this investment
and (B) any such documents, records and books that the Company requested have been made available for inspection by the Company, the Company’s attorney, accountant or advisors. 
  


					
		 	11	 	Share Purchase Agreement









 (b) The Company and its advisors have had a reasonable opportunity to ask questions of and receive
answers from representatives of the Sellers or persons acting on behalf of the Sellers concerning this investment and all such questions have been answered to the full satisfaction of the Company. 
 (c) The Company has sufficient knowledge and experience in financial, Tax and business matters to enable the Company to utilize the information made
available to them in connection with the transactions contemplated hereby, to evaluate the merits and risks of an investment and to make an informed investment decision. 
 4.05 No U.S. Person. 
 The Company is not a “U.S. Person” (as defined in Rule 902 of
Regulation S of the Securities Act) and it understands that no action has been or will be taken in any jurisdiction by the Sellers that would permit a public offering of the Closing Shares in any country or jurisdiction where action for that purpose
is required. 
 4.06 No Directed Selling Efforts. 
 No form of “directed selling efforts” (as defined in Rule 902 of Regulation S), general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers by
means of any directed selling efforts in the United States be made by the Company or any of its representatives in connection with the offer and sale of any of the Closing Shares. 
 4.07 Investment Purposes. 
 The
Company acknowledges that neither the offer nor sale of the Closing Shares has been registered under the Securities Act or under the securities laws of any foreign or state Governmental Authority. The Company is acquiring the Closing Shares for its
own account for investment purposes and is not acquiring the Closing Shares with a view to any distribution or resale thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable
jurisdiction. The Company has not offered or sold the Closing Shares being acquired and does not have any present intention of selling, distributing or otherwise disposing of such Closing Shares either currently or after the passage of a fixed or
determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstances in violation of the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction.

 4.08 Brokers. 
 All
negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by the Company directly with Sellers without the intervention of any Person on behalf of the Company in such manner as to give rise to any valid
claim by any Person against any Seller or the Company for a finder’s fee, brokerage commission or similar payment. 
  


					
		 	12	 	Share Purchase Agreement









 4.09 Ordinary Shares. 
 (a) The Ordinary Shares when transferred to the Sellers at Closing will be duly and validly authorized and issued, fully paid and non-assessable. At the
Closing, in accordance with the provisions of this Agreement, the Sellers will own the Ordinary Shares that are a portion of the Purchase Price free and clear of any Encumbrance, or third party right or claim of any kind. 
 (b) The outstanding capital shares of the Company are duly and validly authorized and issued, credited as fully paid and non-assessable, have been issued
in accordance with all applicable laws, the Company’s Memorandum and Articles and any relevant securities laws or pursuant to valid exemptions therefrom. 
 ARTICLE V 
 CONDITIONS TO OBLIGATIONS OF THE COMPANY 
 The obligation of the Company to proceed with the Closing is subject to the fulfillment, at or before the Closing, of each of the following conditions
(all or any of which may be waived in whole or in part by the Company): 
 5.01 Representations and Warranties. 
 Each of the representations and warranties made by the Sellers in this Agreement shall be true and correct on and as of the Closing Date as though such
representation or warranty was made on and as of the Closing Date except to the extent they expressly refer to another time or period, in which case they shall be true and correct as of such specific time or period, and the Sellers shall have each
delivered a certificate to the Company, dated the Closing Date, to such effect. 
 5.02 Performance. 
 The Sellers shall have performed and complied with each agreement, covenant and obligation required by this Agreement to be so performed or complied with
by it at or before the Closing and the Sellers shall have delivered a certificate to the Company dated the Closing Date, to such effect. 
 5.03 Orders and Laws. 
 There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise
prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement. 
 5.04 Regulatory Consents and
Approvals. 
 All consents, approvals and actions of, filings with and notices to any Government Authority necessary to permit each of the
Parties to perform its obligations under this Agreement and to consummate the transactions contemplated hereby shall have been duly obtained, made or given and be in full force and effect. 
  


					
		 	13	 	Share Purchase Agreement









 5.05 Initial Public Offering Closing. 
 There shall be a closing of an initial public offering of the Company’s Ordinary Shares that constitutes a Qualified IPO which shall concurrently
occur on the Closing Date. 
 5.06 Release of Security Interests 
 The following assets of the Sellers, which secure the Closing Shares, shall be released to the Company after the closing of a Qualified IPO: (1) a
charge over all of the assets of Sun Wave and Greatest Joy and each direct and indirect subsidiary of Sun Wave and Greatest Joy which are the direct holders of the equity interest in JZPTD, including mortgages over shares they hold in the respective
subsidiaries and in the 36% equity interest in JZPTD owned by the Sellers in the aggregate; (2) a mortgage of shares in the Company owned by Happy Genius (as to 60% of the total issued share capital of the Company) and Mandra (as to 10% of the
total issued share capital of the Company); and (3) a mortgage of shares in Sun Wave and Greatest Joy owned by the Happy Genius (as to 82% of the total issued share capital of Sun Wave and Greatest Joy). 
 ARTICLE VI 
 CONDITIONS TO OBLIGATIONS OF THE
SELLERS 
 The obligation of the Sellers to proceed with the Closing is subject to the fulfillment, at or before the Closing, of each of the
following conditions (all or any of which may be waived in whole or in part by the Sellers): 
 6.01 Representations and Warranties.

 Each of the representations and warranties made by the Company in this Agreement shall be true and correct on and as of the Closing Date as
though such representation or warranty was made on and as of the Closing Date, except to the extent they expressly refer to another time or period, in which case they shall be true and correct as of such specific time or period, and the Company
shall have delivered a certificate to each of the Sellers, dated the Closing Date, to such effect. 
 6.02 Performance. 
 The Company shall have performed and complied with each agreement, covenant and obligation required by this Agreement to be so performed or complied with
by the Company at or before the Closing, and the Company shall have delivered a certificate to the Sellers, dated the Closing Date, to such effect. 
  


					
		 	14	 	Share Purchase Agreement









 6.03 Orders and Laws. 
 There shall not be in effect on the Closing Date any Order or Law that became effective after the date of this Agreement restraining, enjoining or
otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement. 
 6.04 Regulatory
Consents and Approvals. All consents, approvals and actions of, filings with and notices to any Government Authority necessary to permit each of the Parties to perform its obligations under this Agreement shall have been duly obtained, made or
given and be in full force and effect. 
 6.05 Initial Public Offering Closing. 
 There shall be a closing of an initial public offering of the Company’s Ordinary Shares that constitutes a Qualified IPO which shall concurrently
occur on the Closing Date. 
 6.06 Release of Security Interests. 
 The charge over all the assets of the Company, including a mortgage over the shares of GCL HK and 64% of the equity interest in JZPTD shall be released to
the Company after the closing of a Qualified IPO. 
 ARTICLE VII 
 SURVIVAL OF REPRESENTATIONS AND WARRANTIES 
 7.01 Survival of Representations and Warranties. The
representations and warranties contained in ARTICLE III and ARTICLE IV of this Agreement will survive for ninety (90) days following the Closing. 
 ARTICLE VIII 
 TERMINATION 
 8.01 Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned: 
 (a) by mutual written consent of the Parties; or; 
 (b) by written notice of the Sellers or the Company, if
the Closing shall not have occurred prior to December 31, 2008 (provided that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement
has been the cause of, or resulted in, the failure of the Closing to have occurred on or before such date). 
 8.02 Effect of Termination
and Survival. If this Agreement is validly terminated pursuant to Article 8.01, this Agreement shall forthwith become null and void, and there shall be no further liability or obligation on the part of the Company or any of the Sellers;
provided, that any right, provision or obligation of this Agreement that by its nature should survive thereafter shall survive following any such termination. Notwithstanding any other provision in this Agreement to the contrary, upon any
termination of this Agreement pursuant to Article 8.01, the Company shall remain liable to the Sellers for any breach of this Agreement by the Company 

  


					
		 	15	 	Share Purchase Agreement









 
existing at the time of such termination, and the Sellers shall remain liable to the Company for any breach of this Agreement by the Sellers existing at the
time of such termination, and the Company or the Sellers may seek such remedies in accordance with ARTICLE IX with respect to any such breach as are provided in this Agreement or as are otherwise available at Law or in equity. 
 ARTICLE IX 
 GOVERNING LAW AND RESOLUTION OF
DISPUTES 
 9.01 Governing Law. This Agreement and any disputes, claims or controversies arising from, related to or in connection
with this Agreement shall be construed in accordance with the Laws of the state of New York of the United States, without regard to its conflict of law principles. 
 9.02 Dispute Resolution Forum. 
 (a) Any controversy or claim arising out of or relating to this
Agreement, or any breach of this Agreement, shall be initiated, maintained and finally determined by binding arbitration under the auspices of the Hong Kong International Arbitration Center (the “HKIAC”) and the site of the
arbitration shall be in Hong Kong. The arbitral tribunal shall be appointed within 30 days of the notice of dispute, and shall consist of three arbitrators, each opposing party to a dispute shall be entitled to appoint one arbitrator and the third
shall be jointly appointed by the disputing parties or, failing such agreement within such 30-day period, the HKIAC shall appoint the third arbitrator. 
 (b) The arbitration proceeding shall be conducted in English. The arbitration tribunal shall apply the UNCITRAL Arbitration Rules as administered by the HKIAC at the time of the arbitration. 
 (c) The award of the arbitration tribunal shall be final and binding upon the disputing parties, and the prevailing party or parties may apply to a court
of competent jurisdiction for enforcement of such award. 
 (d) Any party shall be entitled to seek preliminary injunctive relief from any
court of competent jurisdiction pending the constitution of the arbitral tribunal. 
 9.03 Performance Pending Dispute Resolution.
Unless otherwise terminated in accordance with the terms hereof, this Agreement and the rights and obligations of the Parties hereunder shall remain in full force and effect during the pendency of any proceeding under Article 9.02. 
 ARTICLE X 
 MISCELLANEOUS 
 10.01 Entire Agreement. This Agreement constitutes the whole agreement among the parties hereto relating to the subject matter hereof and
supersedes all prior agreements or understandings both oral and written among all of the parties hereto relating to the subject matter hereof. 
  


					
		 	16	 	Share Purchase Agreement









 10.02 Binding Effect; Benefit. This Agreement shall inure to the benefit of and be binding upon
the Parties and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the Parties, and their respective heirs, successors,
legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 
 10.03
Assignment. No Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other Parties. 
 10.04 Amendment; Waiver. (a) This Agreement may not be amended, modified or supplemented except by a written instrument executed by each of the
Parties. 
 (b) No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party
waiving such provision. No failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. Without limiting the foregoing, no waiver by a Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision
hereof. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. 
 10.05
Notices. Each notice, demand or other communication given or made under this Agreement shall be in writing and delivered or sent to the relevant Party at its address or fax number set out below (or such other address or fax number as the
addressee has by five days’ prior written notice specified to the other Parties). Any notice, demand or other communication so addressed to the relevant Party shall be deemed to have been delivered (a) if delivered in person or by
messenger, when proof of delivery is obtained by the delivering Party; (b) if sent by post within the same country, on the third day following posting, and if sent by post to another country, on the fifth day following posting, and (c) if
given or made by fax, upon dispatch and the receipt of a transmission report confirming dispatch. The initial address and facsimile for the Parties for the purposes of this Agreement are: 
  

	 	(a)	if to Happy Genius, to: 

  

			
	Address:	  	 C/O GCL Silicon Technology Holdings Inc.
 Suite 3601,
Two Exchange Square
 Central, Hong Kong

		
	Attention:	  	Richard Li/ David Fung
		
	Fax No.:	  	852 2526 7638

  


					
		 	17	 	Share Purchase Agreement










	 	(b)	if to Mandra, to: 

  

			
	Address:	  	 10th Floor, Fung House, 19-20
Connaught
 Road Central, Hong Kong

		
	Attention:	  	Song-Yi Zhang
		
	Fax No.:	  	852 3113 8252

  

	 	(c)	if to the Company, to: 

  

			
	Address:	  	 Suite 3601, Two Exchange Square, Central,
 Hong Kong


		
	Attention:	  	Hunter Jiang
		
	Fax No.:	  	852 2526 7638

 10.06 Counterparts. This Agreement may be signed in any number of counterparts including
counterparts transmitted by facsimile, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 
 10.07 Severability. If any provision contained in this Agreement shall for any reason be determined to be partially or wholly invalid, illegal or
unenforceable by any court of competent jurisdiction, such provision shall be of no force and effect to the extent so determined, but the invalidity, illegality or unenforceability of such provision shall have no effect upon and shall not impair the
validity, legality or enforceability of any other provision of this Agreement. 
 10.08 Costs and Expenses. Costs and expenses
incurred by any Party in connection with its business, technical, legal and financial due diligence and otherwise arising from, related to or in connection with the preparation, execution, delivery and performance of this Agreement and each other
Transaction Document shall be borne by such Party. 
 10.09 Further Assurances. Each Party shall give such further assurance, provide
such further information, take such further actions and execute and deliver such further documents and instruments as are, in each case, within its power to give, provide and take so as to give full effect to the provisions of this Agreement.

 (Signature page follows) 
  


					
		 	18	 	Share Purchase Agreement









 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective
authorized officers as of the day and year first above written. 
  

			
	HAPPY GENIUS HOLDINGS LIMITED
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	MANDRA SILICON LIMITED
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	GCL SILICON TECHNOLOGY HOLDINGS INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT A 
 CONVERTIBLE BOND TERM SHEET 
 GCL SILICON TECHNOLOGY HOLDINGS INC. 3% CONVERTIBLE BOND TERM SHEET

 Capitalized terms used but not herein defined shall have the meanings set forth in the Subscription Agreement, dated June 5,
2008, between Happy Genius Holdings Limited and the purchasers set forth on Schedule 1 thereto. 
 GCL SILICON TECHNOLOGY HOLDINGS INC.
CONVERTIBLE BONDS 
  

			
		  	INDICATIVE TERMS
		
	Issuer	  	GCL SILICON TECHNOLOGY HOLDINGS INC. (Listco)
		
	Opco	  	

 (formerly known as



), a wholly foreign owned enterprise established under the laws of the PRC between GCL (HK), Asia Silicon Technology Development Limited, Asia Silicon Technology Development Holdings Limited, Speedy Gain Limited
and Richmore International Development Limited.
		
	Investor	  	EB holders on IPO Date
		
	EB	  	Exchangeable Bond due 2010 issued by Happy Genius Holdings Limited
		
	Description of Security	  	Bonds convertible into common shares of Listco, at the option of the bondholders (CB)
		
	Status	  	Direct, senior, unsubordinated and unsecured
		
	Offer Size	  	 Outstanding principal amount of the EB on the IPO Date, following partial redemption upon a Complying IPO, as per the EB, split into the following
classes:
  
 •      Class A – 50% of the outstanding principal amount
  
 •      Class B – 25% of the outstanding principal amount
  
 •      Class C – 25%
of the outstanding principal amount

		
	Currency	  	US dollars
		
	Maturity	  	1.5 year after the IPO Date
		
	Coupon	  	3.00%

  

 A-1 









			
	Issue Price	  	100.00%
		
	Redemption Price	  	100.00 %
		
	Yield	  	3.00% per annum calculated on a semi-annual basis
		
	Day Count Fraction	  	30/360
		
	Conversion Price	  	IPO Price
		
	Conversion Period	  	As per the EB in accordance with the following table:


					
			
		  	 Class of CB
  
 Class A
  
 Class B
  
 Class C
	  	 Convertible from
  
 IPO + 6 months
  
 IPO + 9 months
  
 IPO + 12 months



			
		
	Min. Denomination	  	US$100,000 and integral multiples of US$1,000 in excess thereof
		
	Min. Conversion Amount	  	US$1,000
		
	Anti-Dilution Protection	  	Yes, as per the EB
		
	Capital Distribution Pass-through	  	Yes, as per the EB
		
	Cash settlement option	  	None
		
	Reps and Warranties	  	Day one reps and warranties will be given by Listco as is customary for a listed company CB. Thereafter, no repetition of reps and warranties
		
	Other Terms and Conditions	  	Such other terms and conditions which are standard with such offerings including the following:
		
		  	 •     to timely pay any interests or redemption amount when they become due
and payable subject to grace periods to be agreed;
  
 •     to maintain an office or agency in the U.S.;
  
 •     to provide financial information in the form of reports, as per SEC requirements;

 
 •     negative pledge at
Listco and offshore subsidiary level. No offshore subsidiaries below the Listco level may incur any financial indebtedness.
  
 •     compliance with an agreed Consolidated Debt to Consolidated EBITDA as per the EB;

 
 •     to comply with law in
all material respects;
  
 •     to maintain corporate existence;
  
 •     to carry on business subject to certain carve-outs;
  
 •     to provide notice of default;
  
 •     to comply with certain
restrictions on merger if Listco is not the surviving entity after the merger;


  

 A-2 









			
		  	 •     to pay additional amounts if there is a change in law that requires
withholding tax, coupled with a right of Listco to redeem the Bonds as per the EB; and
  
 •     to redeem the Bonds upon the occurrence of certain fundamental events, such as a merger or
change of control as per EB

		
	Conditions Precedent	  	 Such conditions precedent which are standard with such offerings including the following:
  
 •     constitutional documents
of Listco and Opco including a certificate of good standing of Listco;
  
 •     a no registration opinion issued by a reputable national US law firm (as counsel to the issuer) customary on the offering of the CB and the exchange of the EB for the CB.

 
 •     legal opinions on due
execution, authorisation, legal validity and enforceability of all documentation to be executed by Listco;
  
 •     shareholders resolution and board resolutions required to authorize the issue of the CB by
Listco and its entering and execution of all documentation in connection with the issue of the CB;
  
 •     certificate of an authorized signatory of Listco the contents of which to be as per those
required under the EB; and
  
 •     relevant process agent appointment letters and acceptance from the process agent for each of the documents to be entered into by Listco

		
	Cross default	  	Yes, US$10,000,000 or equivalent (actual not potential)
		
	Change of Control	  	Yes, if a change of control occurs, the bondholders will have an option, exercisable at their election, to redeem the Bonds for cash at the change of control early redemption amount or to
convert the Bonds into Shares as per the EB
		
	De-listing Put	  	Yes, if a delisting of the shares occurs, the bondholders will have an option, exercisable at their election, to redeem the Bonds for cash at the event of default early redemption amount as
per the EB
		
	Events of Default	  	Standard Euro-market Events of Default and Event of Default put as per the EB
		
	Tax Gross Up	  	Applicable
		
	Tax Redemption	  	Yes, as per the EB
		
	Transferability	  	Yes
		
	Registration Rights	  	Registration rights similar to those relating to the EB will be provided by Listco
		
	Use of Proceeds	  	To purchase the outstanding principal amount of the EB on the IPO Date
		
	Other terms	  	Other standard CB terms such as market disruption, indemnities and break costs. All reasonable out of pocket expenses incurred by the bondholders in connection with the exchange into the CB
are to be reimbursed by Listco

  

 A-3 









			
	Governing Law	  	New York Law
		
	Rating	  	Not rated
		
	Listing	  	No Listing
		
	Closing and Payment Date	  	IPO Date
		
	Settlement Date	  	IPO Date
		
	Trustee	  	DB
		
	Expenses	  	Happy Genius Holdings Limited to pay the costs and expenses (including the costs and expenses of legal counsels and other professional advisers) reasonably incurred in connection with the
issue of the CB

  

 A-4