JA SOLAR HOLDINGS CO., LTD. AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2007Deposit Agreement • January 16th, 2007 • JA Solar Holdings Co., Ltd. • New York
DEPOSIT AGREEMENT dated as of , 2007, among JA SOLAR HOLDINGS CO., LTD., an exempted company incorporated under the laws of the Cayman Islands (herein called the Company), 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2013 • JA Solar Holdings Co., Ltd. • Semiconductors & related devices • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 13, 2013, is by and among JA Solar Holdings Co., Ltd, an exempted company incorporated under the laws of the Cayman Islands with its registered office located at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111 and with headquarters located at No. 36, Jiang Chang San Road, Zhabei, Shanghai 200436, the People’s Republic of China (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
EMPLOYMENT AND CONFIDENTIALITY AGREEMENTEmployment and Confidentiality Agreement • October 1st, 2007 • JA Solar Holdings Co., Ltd. • Semiconductors & related devices
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of September 10, 2007, (the “Effective Date”), by and between JA Solar Holdings Co., Ltd. (the “Company”), and Kang Sun, an individual residing at 642 Fontes Drive, Fremont, California 94539, U.S.A. (the “Employee”).
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • January 16th, 2007 • JA Solar Holdings Co., Ltd. • New York
JA Solar Holdings Co., Ltd. Solar Photovoltaic Industrial Base Project Investment AgreementInvestment Agreement • June 15th, 2011 • JA Solar Holdings Co., Ltd. • Semiconductors & related devices
This Agreement for Investment to Solar Photovoltaic Industrial Base Project by JA Solar Holdings Co., Ltd. (this “Agreement”) dated February 26, 2011 is entered in Hefei, the People’s Republic of China (“PRC”) by and between:
EMPLOYMENT AND CONFIDENTIALITY AGREEMENTEmployment and Confidentiality Agreement • January 16th, 2007 • JA Solar Holdings Co., Ltd.
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of [•], 2006, (the “Effective Date”), by and between JA Solar Power Co., Ltd. (the “Company”), and [•], an individual residing in [•] (the “Employee”).
Sale and Purchase AgreementAgreement • June 1st, 2007 • JA Solar Holdings Co., Ltd. • Semiconductors & related devices
VALUATION AGREEMENTValuation Agreement • January 16th, 2007 • JA Solar Holdings Co., Ltd.
Party A, B and C intent to jointly invest in and establish the sino-foreign joint venture Ningjin Jinglong China-Australia Solar Development Co., Ltd. in Ningjin County, Hebei Province.
Phase II Building Lease ContractJA Solar Holdings Co., Ltd. • September 20th, 2007 • Semiconductors & related devices
In accordance with the PRC’s Contract Law and relevant provisions, both Parties agree to enter into this contract to specify the rights and obligations of Party A and Party B with respect to the Phase II buildings leased by Party B from Party A.
Supplemental Agreement I to Silicon Wafer Supply AgreementJA Solar Holdings Co., Ltd. • June 25th, 2009 • Semiconductors & related devices
Buyer: JingAo Solar Co., Ltd Address: JingLong Industrial Park, JingLong Street, NingJin, Hebei, China Legal Representative: Baofang Jin Seller: Jiangsu Zhongneng Silicon Technology Development Co., Ltd. Address: 66 Yangshan Road, the Economic Development Zone, Xuzhou, China Legal Representative: Guomin Zhu
Long Term Supply ContractLong Term Supply Contract • January 16th, 2007 • JA Solar Holdings Co., Ltd.
JingAo Solar Co., Ltd, a company duly established and existing under the law of China with its registered address at Jinglong Street, Ningjing County, Hebei Province (“Party A”); and
AGREEMENT AND PLAN OF MERGER among JASO HOLDINGS LIMITED, JASO PARENT LIMITED, JASO ACQUISITION LIMITED and JA SOLAR HOLDINGS CO., LTD. Dated as of November 16, 2017Agreement and Plan of Merger • November 20th, 2017 • JA Solar Holdings Co., Ltd. • Semiconductors & related devices • New York
AGREEMENT AND PLAN OF MERGER, dated as of November 16, 2017 (this “Agreement”), among JASO Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands with registration number 302594 (“Holdco”), JASO Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, and a wholly directly-owned subsidiary of Holdco, with registration number 302596 (“Parent”), JASO Acquisition Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands with registration number 302573 and a wholly directly-owned subsidiary of Parent (“Merger Sub” and, together with Holdco and Parent, each a “Parent Party” and collectively the “Parent Parties”), and JA Solar Holdings Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands with registration number 170535 (the “Company”).
Long-term Wafer Supplying and Prepayment Agreement betweenAnd Prepayment Agreement • January 16th, 2007 • JA Solar Holdings Co., Ltd.
The Agreement on Long-Term Supply of Monocrystal Silicon Wafers and Prepayment (hereinafter referred to as the “Agreement”) is hereby made and entered into by and between M.SETEK Co., Ltd. (hereinafter referred to as “Seller”) and JingAo Solar Co., Ltd. (hereinafter referred to as “Buyer”), and shall become effective immediately after the Agreement is signed by both Parties.
Supplemental Agreement VIJA Solar Holdings Co., Ltd. • June 25th, 2009 • Semiconductors & related devices
Party A and Party B have entered into JA4DAB08500 Contract. After friendly negotiation, both parties agree to enter into this Supplemental Agreement.
Building Lease ContractJA Solar Holdings Co., Ltd. • January 16th, 2007
In accordance with the PRC’s Contract Law and relevant provisions, both Parties agree to enter into this contract to specify the rights and obligations of Party A and Party B with respect to the buildings leased by Party B from Party A.
Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this Exhibit have been separately filed with the Securities...JA Solar Holdings Co., Ltd. • June 25th, 2009 • Semiconductors & related devices
WHEREAS, Seller agrees to sell desires to purchase Products (herein defined) pursuant to the terms and conditions of this Agreement. NOW, THERFORE, the parties agree as follows:
Shanghai Commercial Housing Presale Contract Formulated by Shanghai Municipal Bureau of Housing, Land and Resources Administration Supervised by Shanghai Administration for Industry and Commerce Printed in the year of two thousandJA Solar Holdings Co., Ltd. • September 20th, 2007 • Semiconductors & related devices
JA SOLAR HOLDINGS CO., LTD. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 14th, 2013 • JA Solar Holdings Co., Ltd. • Semiconductors & related devices • New York
• Ordinary Shares in the Form of American Depositary Shares JA SOLAR HOLDINGS CO., LTD. FORM OF UNDERWRITING AGREEMENTLetter Agreement • January 22nd, 2007 • JA Solar Holdings Co., Ltd. • Semiconductors & related devices • New York
Long-term Wafer Supplying and Prepayment Agreement betweenAnd Prepayment Agreement • September 20th, 2007 • JA Solar Holdings Co., Ltd. • Semiconductors & related devices
The Agreement on Long-Term Supply of Monocrystal Silicon Wafers and Prepayment (hereinafter referred to as the “Agreement”) is hereby made and entered into by and between M.SETEK Co., Ltd. (hereinafter referred to as “Seller”) and JingAo Solar Co., Ltd. (hereinafter referred to as “Buyer”), and shall become effective immediately after the Agreement is signed by both Parties.
Framework Agreement on Repayment of Prepayment Among JingAo Solar Co., Ltd JA Solar Holdings Co., Ltd JA Solar Hong Kong Limited And Hebei Ningjin Songgong Semiconductor Co., Ltd Shanghai, China March 8, 2012Framework Agreement • April 30th, 2012 • JA Solar Holdings Co., Ltd. • Semiconductors & related devices
JingAo Solar Co., Ltd (“JA Hebei”), a limited liability company incorporated under the laws of the People’s Republic of China, with its registered address at Jinglong Avenue, Ningjin County, Hebei Province, China;
Supplemental Agreement IIJA Solar Holdings Co., Ltd. • June 25th, 2009 • Semiconductors & related devices
Whereas, the parties entered into a Silicon Wafer Supply Agreement (Contract No.: SSC000120) and a Polysilicon Supply Agreement (Contract No.: SSC00230) as of April 7, 2008 and August 17, 2008, respectively (together, the “Original Agreements”), a Supplemental Agreement I to the Silicon Wafer Supply Agreement as of August 17, 2008 (“Supplemental Agreement I”), and a Memorandum in January 2009.
ContractJA Solar Holdings Co., Ltd. • May 9th, 2008 • Semiconductors & related devices
* Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this Exhibit have been separately filed with the Securities and Exchange Commission.
EMPLOYMENT AND CONFIDENTIALITY AGREEMENTEmployment and Confidentiality Agreement • October 1st, 2007 • JA Solar Holdings Co., Ltd. • Semiconductors & related devices
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of September 17, 2007, (the “Effective Date”), by and between JA Solar Holdings Co., Ltd. (the “Company”), and Jane Wu, an individual residing at 3557 Rue Chene Dor, San Jose, CA 95148 U.S.A. (the “Employee”).
ContractJA Solar Holdings Co., Ltd. • May 9th, 2008 • Semiconductors & related devices
* Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this Exhibit have been separately filed with the Securities and Exchange Commission.
EQUITY INTEREST TRANSFER AGREEMENT among HEBEI JINGLONG INDUSTRY AND COMMERCE GROUP CO., LTD. AUSTRALIA SOLAR ENERGY DEVELOPMENT PTY LTD. AUSTRALIA PV SCIENCE & ENGINEERING CO. and JA DEVELOPMENT CO., LTD. Date: July 10, 2006Equity Interest Transfer Agreement • January 16th, 2007 • JA Solar Holdings Co., Ltd.
This Equity Interest Transfer Agreement (hereinafter referred to as “this Agreement”) is made on July 10, 2006 by and among the following parties:
ContractTerm Supply Agreement • October 15th, 2012 • JA Solar Holdings Co., Ltd. • Semiconductors & related devices • New York
Portions of the referenced exhibit have been redacted. Confidential treatment has been requested with respect to certain portions of this exhibit. The redacted portions have been separately filed with the U.S. Securities and Exchange Commission.
ContractSupplemental Agreement • May 3rd, 2010 • JA Solar Holdings Co., Ltd. • Semiconductors & related devices
* Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this Exhibit have been separately filed with the Securities and Exchange Commission.
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION] PowerLight Corporation A Wholly owned Subsidiary of SunPower Corporation Commercial Terms and Conditions With Contract for the...JA Solar Holdings Co., Ltd. • January 16th, 2007
Whereas, PowerLight is in the business of designing, constructing and installing solar electric systems utilizing photovoltaic cells and modules; and
SALE AND PURCHASE AGREEMENT IN RELATION TO THE ENTIRE ISSUED SHARE CAPITAL OF JA DEVELOPMENT CO., LTD. DATED AS OF AUGUST 30, 2006Sale and Purchase Agreement • January 16th, 2007 • JA Solar Holdings Co., Ltd. • New York
ContractSupply Agreement • April 26th, 2011 • JA Solar Holdings Co., Ltd. • Semiconductors & related devices
* Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this Exhibit have been separately filed with the Securities and Exchange Commission.
Supplemental Agreement IISupplemental Agreement • June 25th, 2009 • JA Solar Holdings Co., Ltd. • Semiconductors & related devices
On August 10, 2007, the Buyer and the Seller entered into the Sale and Purchase Contract (Contract No.YGX0708100001) (hereinafter referred to as the “YGX0708100001 Contract”), which sets out the sale and purchase of mono-crystalline silicon wafers for 2008, 2009 and 2010; on December 13, 2007, the Buyer and the Seller entered into the Sale and Purchase Contract (Contract No. YGX0711150001-122) (hereinafter referred to as the “YGX0711150001-122 Contract”), which sets out the sale and purchase of mono-crystalline silicon wafers from 2008 to 2013; on July 11, 2008, the Buyer and the Seller signed a supplemental agreement (hereinafter referred to as “Supplement I”), supplementing the quantity and price information in third and fourth quarter of 2009 under the YGX0708100001 Contract and the YGX0711150001-122 Contract.
Framework Agreement on Repayment of Prepayment Among JingAo Solar Co., Ltd JA Solar Holdings Co., Ltd JA Solar Hong Kong Limited And Hebei Ningjin Songgong Semiconductor Co., Ltd Shanghai, China March 8, 2012Framework Agreement • July 2nd, 2012 • JA Solar Holdings Co., Ltd. • Semiconductors & related devices
JingAo Solar Co., Ltd (“JA Hebei”), a limited liability company incorporated under the laws of the People’s Republic of China, with its registered address at Jinglong Avenue, Ningjin County, Hebei Province, China;
ContractJA Solar Holdings Co., Ltd. • May 9th, 2008 • Semiconductors & related devices
* Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this Exhibit have been separately filed with the Securities and Exchange Commission.
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • January 16th, 2007 • JA Solar Holdings Co., Ltd.
THIS TECHNOLOGY TRANSFER AGREEMENT (this “Agreement”) is entered into at Ningjin County, Hebei Province on October 24, 2005 by and between the following parties:
