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Title: |
Sale and Purchase Agreement |
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Entities: |
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Date: |
2007 |
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Size: |
58KB total |
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Price: |
$46 |
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ID: |
#2697863 |
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(1) JINGLONG GROUP CO., LTD.
(2) EXPRESS POWER INVESTMENTS LIMITED
(3) MARLINS FAME LIMITED
(4) IMPROVE FOREVER INVESTMENTS LIMITED
(5) GIANT FORTUNE DEVELOPMENT LIMITED
(6) SUPER SHINE INTERNATIONAL LIMITED
(7) SI FAB INTERNATIONAL, LTD.
(8) FRESHEARN INVESTMENTS LIMITED
(9) MITSUBISHI CORPORATION
(10) LEEWAY ASIA L.P.
(11) JA DEVELOPMENT CO., LTD.
AND
(12) JA SOLAR HOLDINGS CO., LTD.
SALE AND PURCHASE AGREEMENT
IN RELATION TO THE ENTIRE ISSUED SHARE CAPITAL OF
JA DEVELOPMENT CO., LTD.
DATED AS OF AUGUST 30, 2006
INDEX
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1. |
INTERPRETATION | 2 | ||
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2. |
SALE AND PURCHASE OF THE SALE SHARES | 3 | ||
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3. |
CONSIDERATION | 3 | ||
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4. |
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE VENDORS, BVI COMPANY, DR. SHI AND PURCHASER | 4 | ||
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5. |
COMPLETION | 4 | ||
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6. |
POST COMPLETION EFFECT | 6 | ||
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7. |
FURTHER ASSURANCE AND ASSISTANCE | 6 | ||
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8. |
DOCUMENTS CONSTITUTING AGREEMENT | 6 | ||
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9. |
CONFIDENTIALITY | 7 | ||
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10. |
NOTICES AND OTHER COMMUNICATIONS | 7 | ||
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11. |
COSTS AND EXPENSES | 8 | ||
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12. |
COUNTERPARTS | 8 | ||
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13. |
GOVERNING LAW AND DISPUTE RESOLUTION | 8 | ||
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14. |
AMENDMENTS | 9 | ||
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15. |
SUCCESSORS AND ASSIGNS | 9 | ||
| SCHEDULE 1 | PARTICULARS OF THE BVI COMPANY | |
| SCHEDULE 2 | THE WARRANTIES | |
| SCHEDULE 3 | FORM OF THE SOLE SHAREHOLDER RESOLUTION OF JA SOLAR HOLDINGS CO., LTD. | |
| SCHEDULE 4 | FORM OF BOARD RESOLUTIONS OF JA SOLAR HOLDINGS CO., LTD. | |
| SCHEDULE 5 | FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF JA SOLAR HOLDINGS CO., LTD. | |
| SCHEDULE 6 | FORM OF BOARD RESOLUTIONS OF JA DEVELOPMENT CO., LTD. | |
THIS AGREEMENT IS MADE THIS 30 DAY OF AUGUST, 2006
AMONG
| (1) | JINGLONG GROUP CO., LTD. of Romasco Place, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands (JINGLONG GROUP); |
| (2) | EXPRESS POWER INVESTMENTS LIMITED of 49 Combles Pde. Matraville NSW 2036, New South Wales, Australia (EXPRESS POWER); |
| (3) | MARLINS FAME LIMITED of Room 2602, No. 11, Lane 1515 Zhang Yang Road, Shanghai 200135, China (MARLINS); |
| (4) | IMPROVE FOREVER INVESTMENTS LIMITED of Suite 402, No. 21 Lane 519, Laohumin Road, Shanghai 200135, China (IMPROVE); |
| (5) | GIANT FORTUNE DEVELOPMENT LIMITED of Flat D, 12th Floor 22 Robinson Road, Mid-Level, Hong Kong (GIANT FORTUNE); |
| (6) | SUPER SHINE INTERNATIONAL LIMITED of 411, 4th Floor World Commerce Centre, Harbour City, 11 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong (SUPER SHINE); |
| (7) | SI FAB INTERNATIONAL, LTD. of 79 Palne Street, Maroubra, 2035 New South Wales, Australia (SI FAB); |
| (8) | FRESHEARN INVESTMENTS LIMITED of Room 1605, No. 343 HuaiHai Xi Road, Shanghai, 200030, China (FRESHEARN); |
| (9) | MITSUBISHI CORPORATION of 3-1, Marunouchi 2-Chome Chiyoda-Ku, Tokyo 100-8086, Japan (MITSUBISHI); |
| (10) | LEEWAY ASIA L.P. of PO Box 908 GT, George Town, Grand Cayman, Cayman Islands (LEEWAY); |
(together known as the VENDORS or individually the VENDOR)
| (11) | JA DEVELOPMENT CO., LTD. of Romasco Place, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands, of which brief particulars are set forth in Part A of Schedule 1 (the BVI COMPANY) |
and
| (12) | JA SOLAR HOLDINGS CO., LTD. (the PURCHASER). |
PRELIMINARY
| (A) | WHEREAS, the Vendors together are the registered owners of the entire issued share capital of the BVI Company. |
1
| (B) | WHEREAS, in preparation for a proposed initial public offering and concurrent listing on the NYSE or Nasdaq National Market, the BVI Company intends to reorganize such that the BVI Company becomes a wholly owned subsidiary of the Purchaser by virtue of the existing shareholders (or their respective nominees) of the BVI Company selling all of their shares of the BVI Company to the Purchaser in exchange for the same proportional equity interests in the Purchaser as their proportional shareholdings in the BVI Company (the SHARE SWAP). |
| (C) | WHEREAS, subsequent to the Share Swap, the ordinary shares of the Purchaser or the American Depositary Shares representing the ordinary Shares will be listed on the NYSE or Nasdaq National Market. |
| (D) | WHEREAS, the Vendors, who constitute all of the existing shareholders (or their respective nominees) of the BVI Company, and the Purchaser have agreed to a sale and purchase of the Sale Shares (as hereafter defined) on the following terms and conditions. |
IT IS AGREED AS FOLLOWS:
1. INTERPRETATION
1.1 In this Agreement, unless the context otherwise requires, the following expressions shall have the respective meanings set opposite thereto:
COMPLETION means the completion of the sale and purchase of the Sale Shares in accordance with the provisions of this Agreement;
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