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- F-1 Registration statement (foreign)
- 3.1 Memorandum and Articles of Association
- 4.2 Registrant's Specimen Certificate for Shares
- 4.3 Form of Deposit Agreement
- 4.4 Deed of Agreement
- 4.5 Deed of Agreement
- 4.6 Lock-in Deed Dated As of August 2, 2006
- 4.7 Lock-in Deed Dated As of August 2, 2006
- 4.8 Lock-in Deed Dated As of August 2, 2006
- 4.9 Lock-in Deed Dated As of August 2, 2006
- 4.10 Restricted Share Subscription Agreement
- 5.1 Opinion of Harney Westwood & Riegels
- 8.1 Opinion of Harney Westwood & Riegels
- 8.2 Opinion of Latham & Watkins LLP
- 10.1 2007 Share Incentive Plan
- 10.2 Form of Indemnification Agreement with the Registrant's Directors
- 10.3 Service Agreement Among the Registrant, Zhejiang Yuhui and Xianshou Li
- 10.4 Chief Finance Officer Service Agreement
- 10.5 Service Agreement Between the Registrant and Yuncai Wu
- 10.6 Chief Technology Officer Service Agreement
- 10.7 Employment Agreement
- 10.8 Technology Consultant Service Agreement
- 10.9 Chief Operating Officer Service Agreement
- 10.10 English Translation of Real Estate Transfer Agreement
- 10.11 English Translation of Fund Entrusted Management Contract
- 10.12 Sales Contract Between Motech Industries Inc. and Zhejiang Yuhui
- 10.13 English Translation of Sales Contract
- 10.14 English Translation of Form of Purchase Contract
- 10.15 English Translation of Form of Purchase Contract
- 10.16 English Translation of Form of Guarantee Contract
- 10.17 English Translation of Mortgage Contract
- 10.18 English Translation of Equipment Purchase and Sales Contract
- 10.19 Form of Equipment Purchase Contract
- 10.20 English Translation of Contract
- 10.21 English Translation of Purchase Contract
- 10.22 Form of Contract Between Ald Vacuum Technologies GMBH and Zhejiang Yuhui
- 10.23 English Translation of Loan Agreement
- 10.24 English Translation of Agreement
- 10.25 Sales Contract Between Zhejiang Yuhui and Komex Inc.
- 10.26 Contract Between HCT Shaping Systems Sa and Zhejiang Yuhui
- 10.27 English Translation of Share Trust Agreement
- 10.28 Trust Deed Between the Registrant and DB Trustees (Hong Kong) Limited
- 10.29 Paying and Conversion Agency Agreement
- 10.30 English Translation of Cooperation Agreement
- 10.31 English Translation of Equity Joint Venture Contract
- 10.32 English Translation of Purchase Contract
- 10.33 English Translation of Lease Agreement
- 10.34 English Translation of Polysilicon Supply Contract
- 10.35 Equipment Supply and Purchase Contract
- 10.36 English Translation of Equity Transfer Agreement
- 10.37 English Translation of Equity Transfer Agreement
- 10.38 English Translation of Purchase Contract Dated As of July 9, 2007
- 10.39 English Translation of Polysilicon Supply Contract
- 10.40 English Translation of Supply and Purchase Contract
- 10.41 English Translation of Loan Contract
- 10.42 Contract Between Ald Vacuum Technologies GMBH and Zhejiang Yuhui
- 10.43 Equipment Supply and Purchase Contract
- 10.44 English Translation of Supplemental Equipment Purchase and Sales Contract
- 10.45 English Translation of Liability Transfer Agreement
- 21.1 Subsidiaries of the Registrant
- 23.1 Consent of Deloitte Touch & Tohmatsu
- 23.4 Consent of Boss & Young
- 99.1 Code of Business Conduct and Ethics of the Registrant
Exhibit 10.45
English Translation
Liability Transfer Agreement
Party A (creditor): Zhejiang Yuhui Solar Energy Source Co. Ltd.
Party B (debtor): Desheng Solar Energy Co., Ltd.
Party C (debt transferee): Jiangxi Jingke Solar Energy Co., Ltd.
Through friendly negotiations, Party A, Party B and Party C reach agreement on the following stipulations with respect to the liability transfer:
Article 1 It is agreed by Party A, Party B and Party C that the advance payment of RMB forty million (RMB 40,000,000.00) received by Party B under the contract (No. YGC070709001W) and Party B’s rights and obligations under such contract entered into between Party A and Party B, will be transferred to Party C as of the effective date of this Agreement. The above amount will be offset by specific order amounts from June 2008 until it is fully offset.
Article 2 Party C shall not refuse to perform or delay in the performance of its obligations to Party A under this Agreement by reason of any fault of Party B.
Article 3 No other provision or agreement relating to this Agreement between Party B and Party C or any third party may modify, amend or terminate this Agreement without the consent of Party A.
Article 4 Party B undertakes to provide the joint responsibility guarantee for the full performance of this Agreement.
Article 5Any lawsuit arising in connection with the performance of this Agreement shall be governed by the competent people’s court of first instance in the place where Party A is located.
Article 6 This Agreement shall become effective after it is affixed by Party A, Party B and Party C with their respective company seals.
Article 7 This Agreement is executed in triplicate, one copy for each party hereto.
Party A (creditor) (signature & seal):
Zhejiang Yuhui Solar Energy Source Co. Ltd. (Seal) May 28, 2008
Party B (debtor) (signature & seal):
Desun Solar Energy Co., Ltd. (Seal) May 25, 2008
Party C (debt transferee) (signature & seal) (Seal) May 25, 2008
Jiangxi Jingke Solar Energy Co., Ltd.