EXHIBIT 4.4.2


 


TRONY SOLAR HOLDINGS COMPANY LIMITED


 


November 23, 2009


 


1.     Reference is made to the
investors’ rights agreement dated as of September 26, 2008, by and among
Trony Solar Holdings Company Limited (the “Company”),  JPMorgan Special Situations (Mauritius)
Limited (the “JP Morgan”), Intel Capital
Corporation (together with JP Morgan, the “Investors”) and
certain Ordinary Holders identified on Schedule 1 thereto (the “IRA”).  Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the IRA.


 


2.     Reference
is made to the letter agreement dated August 14, 2009 among JP Morgan
Securities (Asia Pacific) Limited, the Investors and the Company (the “Letter Agreement”).


 


3.     Reference is made to the
Second Amended and Restated Memorandum and Articles of Association of the
Company adopted by special resolution dated October 2, 2009 (the “M&A”)
as currently in effect.


 


4.     Reference is made to the Company’s proposed initial
public offering of its American depositary shares (the “ADSs”) representing the Company’s ordinary
shares (such initial
public offering, the “IPO”), in
connection with which a Registration Statement on Form F-1 (File No. 333-162787) (the “Registration Statement”) has been initially publicly filed with
the United States Securities and Exchange Commission on October 30, 2009
and subsequently amended on November 13, 2009 (“Amendment No. 1”)  and November 20, 2009 (“Amendment No. 2”).  
The Company has commenced its road show for the IPO on November 23,
2009.


 


5.     Each
of the Investors hereby irrevocably agrees that for the purpose of and in
connection with the IRA and the M&A, the closing of the IPO as authorized
by the Company’s existing board of directors and as described in the
Registration Statement, as amended by Amendment No.1 and Amendment No. 2,
shall be deemed and treated for all intents and purposes as the closing of a
Qualified IPO under the IRA and the M&A, respectively, provided that 50% of
the Registrable Securities (as defined in the IRA) held by each of the
Investors are sold in the IPO and the terms of the Letter Agreement, M&A
and IRA are otherwise complied with. This agreement shall be without prejudice
to any rights the Investors have under the M&A and the IRA if the IPO is
not consummated.


 


6.     This letter agreement shall be governed, construed and interpreted in
accordance with the laws of Hong Kong.


 


7.     This letter agreement  constitutes the entire 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.


 

















 


8.     This letter
agreement shall inure to the benefit of and be binding upon the parties and
their respective heirs, successors, legal representatives and permitted
assigns.


 


9.     This letter
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.


 


[Signature pages to follow]


 

















 


	
   

  	
  TRONY SOLAR HOLDINGS COMPANY
  LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard Chu

  
	
   

  	
  Name:
  Howard
  Chu

  	
   

  
	
   

  	
  Title: Chief Financial Officer

  	
   

  
				



 

















 


	
   

  	
  JPMORGAN
  SPECIAL SITUATIONS (MAURITIUS) LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Nick Barnes

  
	
   

  	
  Name:
  Nick
  Barnes

  	
   

  
	
   

  	
  Title: Executive Director

  	
   

  
				



 


	
   

  	
  INTEL
  CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Michael J Scown

  
	
   

  	
  Name:
  Michael J
  Scown

  	
   

  
	
   

  	
  Title: Authorized Signatory