Confidential Exhibit 10.3
(English Translation of the Original Contract in Chinese)
SILICON SUPPLY AGREEMENT
Contract Number: SFBE-061111-LDK
Place of Signing: 000 Xxxxxxx Xxxx, Xxxxxx
Date of Signing: November 11, 2006
The Seller: Jiangxi LDK Solar Hi-Tech Co., Ltd.
The Buyer: Jiangsu Linyang Solarfun Co., Ltd.
Based on the status of the performance of Contracts 2005-LY1208, 2006-LY0528 and
LDK20060727ZLB, and taking into consideration of the needs of both parties in
the course of their development, the Seller and the Buyer hereby enter into this
Agreement on Amendments to Product Supply Contracts (this "Agreement") after
friendly negotiations.
Article 1. Contract 2005-LY1208 shall be terminated with respect to the
unperformed obligations thereunder. Such unperformed obligations
consist of 1.38 million pieces of silicon wafers that shall be
but have not been supplied to the Buyer by the Seller under such
contract, and RMB37,521,120 that has been prepaid by the Buyer to
the Seller under such contract for the purpose of such silicon
wafers.
Article 2. Contract 2006-LY0528 shall be terminated with respect to the
unperformed obligations thereunder. Such unperformed obligations
consist of 1.98 million pieces of silicon wafers that shall be
but have not been supplied to the Buyer by the Seller under such
contract, and RMB57,087,744 that has been prepaid by the Buyer to
the Seller under such contract for the purpose of such silicon
wafers.
Article 3. Contract LDK20060727ZLB shall be terminated with respect to the
unperformed obligations thereunder. Such unperformed obligations
consist of 0.25 million pieces of multicrystalline silicon wafers
(converted from the quantity of the unsupplied products) that
shall be but have not been supplied to the Buyer by the Seller
under such contract, and RMB12,648,500 that has been prepaid by
the Buyer to the Seller under such contract for the purpose of
such silicon wafers.
Article 4. The Commissioned Processing Contract 2005-LY1209 shall be
terminated. Notwithstanding such termination, the Seller shall,
prior to November 25, 2006 perform all of its obligations to
complete the processing of those products that has actually been
commissioned to it by the Buyer.
Article 5. The Cooperation Agreement dated December 16, 2005 by and between
the parties hereto shall be terminated and any obligations
thereunder the performance of which has been commenced shall
continue to be performed in accordance with the original
provisions thereof.
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The above five contracts shall hereinafter be referred to
collectively as the "Terminated Contracts."
Article 6. Any shortfall in the quantity of, and any unqualified or
otherwise defective silicon wafers in, any batch of the silicon
wafers that has been delivered as a result of the performance of
any of the Terminated Contracts, shall be made up or replaced
prior to December 25, 2006, as the case may be.
Article 7. Any and all the deposits and advance payments paid for the
purpose of those products that are left unsupplied under the
Terminated Contracts shall be converted into the advance payments
under this Agreement. The amount of such deposits and advance
payments shall be determined as RMB98,952,900.80 for the time
being. The parties hereto agree that the accurate amount of such
advance payments so converted shall be subject to the final
amount mutually confirmed by the accounting departments of the
parties hereto subsequently. If such final amount is higher than
RMB98,952,900.80, then the excess shall be repaid by the Seller
to the Buyer or vice versa.
Article 8. The parties hereto agree that beginning from December 2006 they
shall perform this Agreement as follows:
Agreed quantity, name , technical specifications, price and
delivery schedule of the subject products:
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NAME OF SUBJECT TECHNICAL SPECIFICATIONS QUANTITY PRETAX UNIT DELIVERY SCHEDULE
PRODUCT PRICE
(RMB
YUAN/PIECE)
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1. DIMENSIONS OF SUBJECT SILICON WAFERS: For each month
from December
1.1 Contour of subject silicon wafers: 2006 to March
125x125+/-0.5mm 2007, 0.35 million
pieces shall be
1.2 Thickness of subject silicon wafers: delivered; for
240+/-20(u)m each month from
April to May in
1.3 Total thickness variation(TTV): 0.03mm 2007, 0.55 million
pieces shall be
1.4. Vertical angle: diagonal lines in the delivered; for
internal square having equal length, within a each month from
tolerance of +/-0.5mm June to July in
2007, 0.75
1.5 Flexibility: < or = 0.035mm million pieces
Multicrystalline 4 million pieces [*] shall be delivered.
Silicon Wafer 2. TECHNICAL PARAMETERS The silicon wafers
to be supplied
2.1 Resistivity: 0.5 ~ 2 (ohm symbol).cm hereunder shall
be delivered by
2.2 Type of electric conduction: Type P equal batches
every ten days.
2.3 Minority carrier lifetime: > or = 2 (u)s
2.4 Oxygen concentration: <1x10(18)at/cm(3)
2.5 Carbon concentration: <5x10(17)at/cm(3)
3. SURFACIAL QUALITY:
3.1 Notch: notch of crystal orientation on
any subject silicon wafer shall be no bigger
than 1x0.3mm, and there shall be no more than
two notches on any subject
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* Confidential Treatment Requested. The redacted material has been separately
filed with the Securities and Exchange Commission.
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NAME OF SUBJECT TECHNICAL SPECIFICATIONS QUANTITY PRETAX UNIT DELIVERY SCHEDULE
PRODUCT PRICE
(RMB
YUAN/PIECE)
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silicon wafer.
3.2 Broken edge: any subject silicon wafer
does not allow a broken edge bigger than
1x0.5 mm or more than two broken edges.
3.3 Any subject silicon wafer does not allow
any crack or conspicuous xxxx left by a
knife-cut or pit.
3.4. The surface of any subject silicon wafer
does not allow any stain or abnormal spot.
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Total Price [*]
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Article 9. Quality requirements, technical standards and conditions on which
and term during which the Seller shall be responsible for the
quality of the subject silicon wafers: as set forth above in this
Agreement.
Article 10. Place and manner of delivery: The subject products shall be
delivered to the warehouse of the Buyer.
Article 11. Manner and cost of transportation: The subject products hereunder
shall be delivered to the Buyer by means of road transportation
at the Seller's expense.
Article 12. Packaging standards and type of packaging materials: Suitable for
long-distance transportation.
Article 13. Standards and method of inspection and period for objection:
After each delivery of the silicon wafers to the Buyer, the Buyer
shall before warehousing, conduct full surface inspection of such
silicon wafers pursuant to the specifications set forth herein.
Where it has been discovered in the course of such inspection
that there is any shortfall in the quantity of such batch of the
silicon wafers so delivered either due to the inconsistency
between the delivered quantity and the shipped quantity or the
breakage of certain silicon wafers, such shortfall, after being
confirmed by the parties hereto, shall be made up within ten
days. In addition to that, any serious quality problem that may
arise in the production process of the subject products shall be
resolved through consultations between the parties hereto.
Article 14. Terms of and period for payment: Price for the subject products
to be supplied hereunder shall be paid as follows:
(1) For each batch of the subject products to be delivered during
the period from December 2006 to March 2007, 60% of the price for
such batch of the subject products shall be deducted from the
advance payments. In other words, RMB [*] shall be deducted each
month if the delivery schedule set forth above is followed. The
remaining 40% of the price shall be paid within 7 days as of the
Buyer's acceptance of such batch of the subject products. In
other words,
* Confidential Treatment Requested. The redacted material has been separately
filed with the Securities and Exchange Commission.
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XXX [*] shall be paid each month if the delivery schedule set
forth above is followed.
(2) For each batch of the subject products to be delivered during
the period from April to May in 2007, 60% of the price for such
batch of the subject products shall be deducted from the advance
payments. In other words, RMB [*] shall be deducted each month if
the delivery schedule set forth above is followed. The remaining
40% of the price shall be paid within 7 days as of the Buyer's
acceptance of such batch of the subject products. In other words,
RMB [*] shall be paid each month if the delivery schedule set
forth above is followed.
(3) For each batch of the subject products to be delivered during
the period from June to July in 2007, 60% of the price for such
batch of the subject products shall be deducted from the advance
payments and RMB[*] shall be deducted each month if the delivery
schedule set forth above is followed. The remaining 40% of the
price for each batch of the subject products delivered shall be
paid within 7 days as of the Buyer's acceptance of such batch of
the subject products and RMB[*] shall be paid each month if the
delivery schedule set forth above is followed.
Where the advance payment then left is not enough for any
deduction, the Buyer shall make up the shortfall in a timely
manner. For the Buyer's payment for each batch of the subject
products actually delivered, the Seller shall issue to the Buyer
a VAT invoice in a full amount.
Article 15. Term of this Agreement. This Agreement shall come into effect
upon execution and expire upon the full performance hereof.
Article 16. In the event that either party hereto fails to perform any of its
obligations hereunder, the non-breaching party may hold the
breaching party liable for damages arising from such failure.
Where the quantity of the subject products actually delivered
during any month is less than 90% of the agreed quantity, the
Seller shall pay liquidated damages to the Buyer each day which
shall be equal to 5% of the total consideration of this
Agreement. In such case, the Buyer shall have the right to
terminate this Agreement at its sole discretion and request the
Seller, within 6 days as of its receipt of the Buyer's notice for
termination of this Agreement, to refund any and all the paid
advance payments that are left by then and pay the interest
accrued thereon at the interest rate of 7 0/00/month for the
period when such advance payments have been occupied by the
Seller. In addition to that, the Seller shall pay liquidated
damages to the Buyer which shall be twice as much as 20% of the
payment for the subject products that are left unsupplied in such
month.
Article 17. Any dispute in connection with the performance of this Agreement
shall be settled through negotiations between the parties hereto.
If no settlement can be reached
* Confidential Treatment Requested. The redacted material has been separately
filed with the Securities and Exchange Commission.
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through such negotiations, the parties hereto agree that the
dispute shall be submitted to Shanghai Arbitration Commission for
its arbitration.
Article 18. Miscellaneous. The parties hereto agree that the unit price for
the 0.35 million pieces of the 125x125 multicrystalline silicon
wafers delivered during November 2006 shall be determined as RMB
[*]/piece. Based on the premise that such agreement is performed,
the unit price of the 0.3392 million pieces of the 125x125
multicrystalline silicon wafers delivered during October 2006
shall be determined as RMB [*]/piece. The unit price of any
silicon wafers delivered during November 2006 other than the
above 0.35 million pieces shall be subject to the unit price set
forth herein above.
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The Seller The Buyer
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Corporate name: Jiangxi LDK Solar Hi-Tech Corporate name: Jiangsu Linyang
Co., Ltd. (company seal) Solarfun Co., Ltd.(company seal)
Address: Xinyu Economic and Technological Address: 000 Xxxxxxx Xxxx,
Xxxxxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx Qidong, Jiangsu Province
Legal Representative: Zhu Liangbao (signature) Legal Representative: Xx Xxxxxxx
Authorized Agent: (signature)
Authorized Agent:
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Dated: November 14, 2006
Tel: 0000-0000000
Fax: 0000-0000000 Tel: 0000-0000000
Fax: 0000-0000000
Bank of Deposit:
----------------- Bank of Deposit: Bank of China,
Account No.: Qidong Branch, Business
----------------- Department
Tax No.: Account No.: 647032159808091001
----------------- Tax No.: 320681765140726
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* Confidential Treatment Requested. The redacted material has been separately
filed with the Securities and Exchange Commission.
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