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.
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • January 16th, 2007 • JA Solar Holdings Co., Ltd. • New York
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”).
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.
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
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.
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.
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:
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
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:
AGREEMENT FOR THE TRANSFER AND ASSUMPTION OF OBLIGATIONS UNDER THE SHARE SUBSCRIPTION AGREEMENTS AND SHAREHOLDERS AGREEMENTShare Subscription Agreements and Shareholders Agreement • January 16th, 2007 • JA Solar Holdings Co., Ltd. • New York
WHEREAS, certain of the parties hereto are parties to (i) the Share Subscription Agreement dated August 18, 2006 by and among the JA BVI, JingAo Solar Co., Ltd. and Mitsubishi Corporation and the Share Subscription Agreement dated August 9, 2006 and amended August 21, 2006 by and among the JA BVI, JingAo Solar Co., Ltd. and Leeway Asia Ltd. (the “SHARE SUBSCRIPTION AGREEMENTS”) which provide for, among other things, the sale and issuance by JA BVI of its Series A Preference Shares to the Investors, and (ii) that certain Shareholders Agreement dated August 21, 2006 by and among JA BVI, JingAo Solar Co., Ltd., Jinglong Group Co., Ltd., Improve Forever Investments Limited, Express Power Investments Limited, Leeway Asia L.P. and Mitsubishi Corporation (the “SHAREHOLDERS AGREEMENT”) which provides for certain Shareholders rights and obligations of JA BVI;
SHAREHOLDERS AGREEMENTShareholders Agreement • January 16th, 2007 • JA Solar Holdings Co., Ltd. • New York
(parties (1) and (2) and all other direct or indirect subsidiaries of the foregoing may hereinafter be referred to collectively as “Group Companies” and each individually as a “Group Company”);
