Hanwha Q CELLS Co., Ltd. Sample Contracts

AGREEMENT
Agreement • December 11th, 2006 • Solarfun Power Holdings Co., Ltd.
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EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT DATED AS OF JANUARY 29, 2008
Registration Rights Agreement • June 27th, 2008 • Solarfun Power Holdings Co., Ltd. • Semiconductors & related devices • New York
and
Shareholders Agreement • December 31st, 2007 • Solarfun Power Holdings Co., Ltd. • Semiconductors & related devices • New York
RECITALS
Registration Rights Agreement • December 11th, 2006 • Solarfun Power Holdings Co., Ltd. • New York
REPRESENTING
Solarfun Power Holdings Co., Ltd. • December 11th, 2006 • New York
RECITALS
Supply Agreement • June 27th, 2008 • Solarfun Power Holdings Co., Ltd. • Semiconductors & related devices • California
HANWHA SOLARONE CO., LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement Dated as of September 5, 2014
Deposit Agreement • April 17th, 2015 • Hanwha Q CELLS Co., Ltd. • Semiconductors & related devices • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of September 5, 2014 among HANWHA SOLARONE CO., LTD. (formerly known as Solarfun Power Holdings Co., Ltd.), a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Shares issued hereunder.

AS ISSUER
Solarfun Power Holdings Co., Ltd. • June 27th, 2008 • Semiconductors & related devices • New York
RECITALS
Lockup Agreement • December 31st, 2007 • Solarfun Power Holdings Co., Ltd. • Semiconductors & related devices
SHARE TRANSFER AGREEMENT
Share Transfer Agreement • December 11th, 2006 • Solarfun Power Holdings Co., Ltd.
BY AND BETWEEN
Solarfun Power Holdings Co., Ltd. • June 30th, 2008 • Semiconductors & related devices

*Confidential Treatment Requested. The redacted material has been separately filed with the Securities and Exchange Commission

PLAN OF MERGER
Plan of Merger • October 23rd, 2018 • Hanwha Q CELLS Co., Ltd. • Semiconductors & related devices
CONTRACT OF PURCHASE BETWEEN
Contract of Purchase • November 27th, 2007 • Solarfun Power Holdings Co., Ltd. • Semiconductors & related devices
SHARE PURCHASE AGREEMENT among HANWHA SOLAR HOLDINGS CO., LTD., HANWHA Q CELLS INVESTMENT CO., LTD. and HANWHA SOLARONE CO., LTD. Dated as of December 8, 2014
Share Purchase Agreement • December 8th, 2014 • Hanwha SolarOne Co., Ltd. • Semiconductors & related devices • New York

This SHARE PURCHASE AGREEMENT, dated as of December 8, 2014 (this “Agreement”), is made by and among Hanwha SolarOne Co., Ltd., an exempted company incorporated and validly existing with limited liability under the laws of the Cayman Islands (“Buyer”), Hanwha Solar Holdings Co., Ltd., an exempted company incorporated and validly existing with limited liability under the laws of the Cayman Islands (“Seller”), and Hanwha Q CELLS Investment Co., Ltd., an exempted company incorporated and validly existing with limited liability under the laws of the Cayman Islands (“Target”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 7.1.

Subscription Agreement
Subscription Agreement • November 12th, 2010 • Solarfun Power Holdings Co., Ltd. • Semiconductors & related devices • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of November 9, 2010, by and between Solarfun Power Holdings Co., Ltd., an exempted company incorporated and validly existing with limited liability under the laws of Cayman Islands (the “Company”), and Hanwha Solar Holdings Co., Ltd., an exempted company incorporated and validly existing with limited liability under the laws of Cayman Islands (the “Investor”).

SHAREHOLDER AGREEMENT
Shareholder Agreement • December 8th, 2014 • Hanwha SolarOne Co., Ltd. • Semiconductors & related devices • New York

This SHAREHOLDER AGREEMENT (as may be amended from time to time, this “Agreement”) is made and entered into as of December 8, 2014, by and between Hanwha SolarOne Co., Ltd., an exempted company incorporated and validly existing with limited liability under the laws of the Cayman Islands (the “Company”), and Hanwha Solar Holdings Co., Ltd., an exempted company incorporated and validly existing with limited liability under the laws of the Cayman Islands (“HSH”, and together with the Company, the “Parties”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 6.1.

SHARE ISSUANCE AND REPURCHASE AGREEMENT
Share Issuance and Repurchase Agreement • November 9th, 2010 • Solarfun Power Holdings Co., Ltd. • Semiconductors & related devices • New York

WHEREAS, pursuant to the terms of that certain Share Purchase Agreement, dated as of August 3, 2010, by and between the Issuer and the Holder (the “Share Purchase Agreement”), the Issuer is contemplating the sale and issuance of 36,455,089 Ordinary Shares to the Holder, and the Holder is contemplating the purchase of such Ordinary Shares from the Issuer;

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SHAREHOLDER AGREEMENT
Shareholder Agreement • November 9th, 2010 • Solarfun Power Holdings Co., Ltd. • Semiconductors & related devices • New York

This Shareholder Agreement (as may be amended or restated from time to time, this “Agreement”) is made and entered into as of September 16, 2010, by and between Solarfun Power Holdings Co., Ltd., an exempted company incorporated and validly existing with limited liability under the laws of the Cayman Islands (the “Company”), and Hanwha Solar Holdings Co., Ltd., an exempted company incorporated and validly existing with limited liability under the laws of the Cayman Islands (including its successors, assigns and permitted transferees, the “Investor”).

RECITALS
Supply Agreement • January 15th, 2008 • Solarfun Power Holdings Co., Ltd. • Semiconductors & related devices • California
AMENDMENT NO. 1 TO SHARE ISSUANCE AND REPURCHASE AGREEMENT
Share Issuance and Repurchase Agreement • November 14th, 2013 • Hanwha SolarOne Co., Ltd. • Semiconductors & related devices

This Amendment No. 1 (this “Amendment”) to the Share Issuance and Repurchase Agreement dated as of the 16th day of September, 2010 (the “Agreement”), by and among Hanwha SolarOne Co., Ltd., an exempted company incorporated and validly existing with limited liability under the laws of the Cayman Islands (the “Company”), and Hanwha Solar Holdings Co., Ltd., an exempted company incorporated and validly existing with limited liability under the laws of the Cayman Islands (including its successors, assigns and permitted transferees, the “Investor”), is dated as of this twelfth day of November, 2013. Capitalized terms not otherwise defined in this Amendment shall be given the meanings ascribed thereto in the Agreement.

BY AND AMONG
Share Purchase Agreement • December 11th, 2006 • Solarfun Power Holdings Co., Ltd. • New York
LOCKUP AGREEMENT
Lockup Agreement • December 11th, 2006 • Solarfun Power Holdings Co., Ltd. • New York
English Translation of the Original Contract in Chinese)
Equity Transfer Agreement • May 25th, 2010 • Solarfun Power Holdings Co., Ltd. • Semiconductors & related devices

This Equity Transfer Agreement (this “Agreement”) is entered into by and among the following parties in Shanghai City on November 16, 2009:

LOAN AGREEMENT US$120,000,000 dated as of April 21, 2015 among HANWHA Q CELLS CO., LTD. as Borrower THE KOREA DEVELOPMENT BANK as Mandated Lead Arranger THE BANKS AND OTHER FINANCIAL INSTITUTIONS named herein as Lenders and KDB ASIA LIMITED as Agent
Loan Agreement • June 29th, 2015 • Hanwha Q CELLS Co., Ltd. • Semiconductors & related devices

We refer to the above Loan Agreement, and hereby give notice that we wish to make the Drawdown under the Facility on [ ], 2015 in the amount of US$ 120,000,000.

LETTER OF GUARANTEE
Letter of Guarantee • June 5th, 2015 • Hanwha Q CELLS Co., Ltd. • Semiconductors & related devices

In connection with the Loan Agreement (the “Agreement”) dated December , 2014 entered into between Hanwha SolarOne Co., Ltd. as the Borrower and The Export-Import Bank of Korea as the Lender (hereinafter also referred to as “you”), we, Hanwha Chemical Corporation (the “Guarantor”), as primary obligor and not merely as surety hereby irrevocably and unconditionally guarantee the payment to you of any and all sums payable by the Borrower under the Agreement as follows:

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