CHINA SUNERGY CO., LTD. AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of [DATE] , 2007Deposit Agreement • April 25th, 2007 • China Sunergy Co., Ltd. • New York
DEPOSIT AGREEMENT dated as of [DATE] , 2007 (the “Deposit Agreement”) among CHINA SUNERGY CO., LTD. and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 25th, 2007 • China Sunergy Co., Ltd. • New York
This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 2007 by and between China Sunergy Co., Ltd., a Cayman Islands company (the “Company”), and the undersigned, a director and/or officer of the Company (the “Indemnitee”).
Sale and Purchase Agreement Dated as of March 22, 2007Sale and Purchase Agreement • April 25th, 2007 • China Sunergy Co., Ltd. • New York
EMPLOYMENT AGREEMENT BETWEEN CHINA SUNERGY CO., LTD. AND DatedEmployment Agreement • April 25th, 2007 • China Sunergy Co., Ltd. • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of , is entered into by and between CHINA SUNERGY CO., LTD., a company organized and existing under the laws of the Cayman Islands (the “Company”), and (“Executive”), and shall become effective as of the date hereof (the “Effective Date”).
PURCHASE CONTRACTPurchase Contract • April 25th, 2007 • China Sunergy Co., Ltd.
Through friendly consultation, the Buyer and the Seller enter into and abide by this agreement on the following stipulations according to the Contract Law of the People’s Republic of China:
SHAREHOLDERS’ AGREEMENT among CHINA SUNERGY CO., LTD., THE FOUNDERS LISTED HEREIN ON SCHEDULE 1, THE FOUNDER SHAREHOLDERS LISTED HEREIN ON SCHEDULE 2, THE SERIES A SHAREHOLDERS LISTED HEREIN ON SCHEDULE 3, THE SERIES B SHAREHOLDERS LISTED HEREIN ON...Shareholders’ Agreement • April 25th, 2007 • China Sunergy Co., Ltd. • New York
The Company, the Founders, the Founder Shareholders, the Series A Shareholders, the Series B Shareholders, the Series C Shareholders and Deutsche Bank are collectively referred to herein as the “Parties” and each individually as a “Party.”
Security Undertaking AgreementSecurity Undertaking Agreement • April 25th, 2007 • China Sunergy Co., Ltd.
This agreement is made in two original counterparts, with each party holding one, and shall take into effect upon the execution and seal by the authorized representatives of each party.
SALES CONTRACTSales Contract • April 25th, 2007 • China Sunergy Co., Ltd.
Lease ContractLease Contract • April 25th, 2007 • China Sunergy Co., Ltd.
In accordance with the Contract Law of the People’s Republic of China and other relevant regulations, the Lessor and the Lessee, through negotiations, hereby enter into this Contract so as to define their respective rights and obligations.
Trademark License AgreementTrademark License Agreement • April 25th, 2007 • China Sunergy Co., Ltd.
Movable Property Pledge Contract Contract No.: 2007 Nian Ning Shang Yin Zhong 01 Zhi Zi No. 3 Signing date: February 5, 2007Movable Property Pledge Contract • April 25th, 2007 • China Sunergy Co., Ltd.
In order to ensure that the Borrower’s (as defined below) obligations under the Ning Shang Yin Zhong 01 Dai Zi (2007) No. 3 Loan Contract (hereinafter referred to as the “Master Contract”) signed by and between CEEG (Nanjing) PV-Tech Co., Ltd. (the “Borrower”) and Party B (the “Lender”) on and as of February 5, 2007 are effectively performed, Party A is willing to provide guaranty of pledge to Party B. In accordance with the Contract Law of the People’s Republic of China, Guaranty Law of the People’s Republic of China and other relevant laws and regulations, Party A and Party B, abiding by the principle of equality and through negotiations, hereby enter into this Contract in order to define their respective rights and obligations.
Sales ContractChina Sunergy Co., Ltd. • April 25th, 2007
SALES CONTRACTSales Contract • April 25th, 2007 • China Sunergy Co., Ltd.
SUBSCRIPTION AGREEMENT AMONG CHINA SUNERGY CO., LTD., CEEG (NANJING) PV-TECH CO., LTD., THE INVESTORS LISTED HEREIN ON SCHEDULE 1 and THE GUARANTORS LISTED HEREIN ON SCHEDULE 2Subscription Agreement • April 25th, 2007 • China Sunergy Co., Ltd. • New York
SUBSCRIPTION AGREEMENT AMONG CHINA SUNERGY CO., LTD., THE INVESTORS LISTED HEREIN ON SCHEDULE 1 and THE GUARANTORS LISTED HEREIN ON SCHEDULE 2 Dated September 17, 2006Subscription Agreement • April 25th, 2007 • China Sunergy Co., Ltd. • New York
REGISTRATION RIGHTS AGREEMENT among CHINA SUNERGY CO., LTD. and THE INVESTORS LISTED HEREIN ON SCHEDULE 1Registration Rights Agreement • April 25th, 2007 • China Sunergy Co., Ltd. • New York
INDUSTRIAL PRODUCT SALES CONTRACTSales Contract • April 25th, 2007 • China Sunergy Co., Ltd.
Through friendly consultation, the Parties reached the following common understanding on Party A’s provision of solar grade Mono-crystalline silicon ingot to Party B:
SALES CONTRACTSales Contract • April 25th, 2007 • China Sunergy Co., Ltd.
Commodity Financing Pledge Supervision Agreement (For rolling pledge) Industrial and Commercial Bank of China Co., Ltd. Jiangsu Yuanli Ruide Assets Supervision Co., Ltd.Financing Pledge Supervision Agreement • April 25th, 2007 • China Sunergy Co., Ltd.
Party A and Party B have signed the No. “Commodity Financing Pledge Contract” (hereinafter referred to as “Pledge Contract”). In order to ensure the performance of the Pledge Contract and the guaranteed Master Contract, Party B agrees that the goods it has ownership over are pledged to Party A, Party A and Party B agree that the pledged property is entrusted to Party C for supervision and Party C agrees to accept Party A’s entrustment and supervise the pledged property as per Party A’s instructions.
Loan Contract Bank of Communications Nanjing Branch Version 2006China Sunergy Co., Ltd. • April 25th, 2007
The Borrower is advised to read carefully the entire text of this contract, especially those provisions marked with . Please do not hesitate to contact the Lender for explanation to any question that arises.
Sales ContractChina Sunergy Co., Ltd. • April 25th, 2007
Borrower (“Party A”): CEEG Nanjing PV-Tech Co., Ltd. Lender (“Party B”): Nanjing City Commercial Bank Huaqiao Road Sub-branchChina Sunergy Co., Ltd. • April 25th, 2007
Party A applies to Party B for borrowing money and Party B agrees to grant the loan. To specify the rights and obligations and maintain the legal rights and interests of the Parties, in accordance with the relevant laws, statutes and regulations, the Parties enter into and abide by this contract upon consultation.
Purchase Contract of Jiangsu CEEG Electrical Transmission and Distribution Equipment Co., Ltd. (Only for Mining Industry Series Products)China Sunergy Co., Ltd. • April 25th, 2007
Collateral Escrow AgreementCollateral Escrow Agreement • April 25th, 2007 • China Sunergy Co., Ltd.
In accordance with the stipulations of relevant Chinese laws, Party A, Party B and Party C, abiding by the principle of equality, legitimacy and fairness and through negotiations, hereby enter into this Agreement with respect to Party C acting as the supervisor of Party B’s pledge.
26,433.47 M2 Land Use Right AgreementLand Use Right Agreement • April 25th, 2007 • China Sunergy Co., Ltd.
This agreement is entered into in two original counterparts, with each party holding one, and shall take effect when it is signed and sealed by the authorized representatives of each party.
ELITE SHINE GROUP LIMITED SMOOTH KING INVESTMENTS LIMITED BRIGHTEST POWER HOLDINGS LIMITED TALENT DAY INVESTMENTS LIMITED LUCK GREAT INVESTMENTS LIMITED DEUTSCHE BANK AG ACTING THROUGH ITS LONDON BRANCH PRAXCAPITAL FUND II, L.P. EXUBERANCE INVESTMENT...Agreement • April 25th, 2007 • China Sunergy Co., Ltd. • New York
SALESS CONTRACTSaless Contract • April 25th, 2007 • China Sunergy Co., Ltd.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • April 25th, 2007 • China Sunergy Co., Ltd. • New York
THIS WARRANT PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of March 8, 2006 by and among China Sunergy Co., Ltd., a BVI business company organized under the laws of the British Virgin Islands (the “Company”), PraxCapital Fund II, L.P., a limited partnership organized under the laws of the Cayman Islands (the “Investor”), CEEG (Nanjing) PV-Tech Co., Ltd., a Sino-foreign joint venture established under the laws of the PRC (the “Operating Company”), and the persons listed on Exhibit A hereto (the “Purchasers” and each, a “Purchaser”).
Purchase Contract of Jiangsu CEEG Electrical Transmission and Distribution Equipment Co., Ltd. (Only for Mining Industry Series Products)China Sunergy Co., Ltd. • April 25th, 2007
PURCHASE CONTRACTPurchase Contract • April 25th, 2007 • China Sunergy Co., Ltd.
Through friendly consultation, the Buyer and the Seller enter into and abide by this agreement on the following stipulations according to the Contract Law of the People’s Republic of China:
Property Lease ContractChina Sunergy Co., Ltd. • April 25th, 2007
In accordance with the Contract Law of the People’s Republic of China and other relevant regulations, the Lessor and the Lessee, through negotiations, hereby enter into this Contract so as to define their respective rights and obligations.
CHINA SUNERGY CO., LTD. (CAYMAN) and TINGXIU LU YINGCHUN HUANG JIANHUA ZHAO FENGMING ZHANG AIHUA WANG CHINA SUNERGY CO., LTD. (BVI) CEEG (NANJING) PV-TECH CO., LTD. ELITE SHINE GROUP LIMITED SMOOTH KING INVESTMENTS LIMITED BRIGHTEST POWER HOLDINGS...Registration Rights Agreement • April 25th, 2007 • China Sunergy Co., Ltd. • New York
Guarantee Contract (Guarantor as Legal Person or Other Entity) Bank of Communications, Nanjing Branch Published in February 2006China Sunergy Co., Ltd. • April 25th, 2007
This Contract is entered into between the Guarantor and the Creditor after negotiation to clarify their respective rights and obligations.
SALES CONTRACTSales Contract • April 25th, 2007 • China Sunergy Co., Ltd.
