股权质押协议英文版

. Equity Pledge Agreement This Equity Pledge Agreement (“Agreement”) is dated is entered into by and between xxxxxx, a limited liability company incorporated under the laws of , having its registered office at (hereinafter referred to as “Pledgor”) and Wuxi Suntech Power Co; Ltd. a limited liability company registered under the laws of People’s Repubic of China, having its registered office at No.12 Xinhua Road, New District, Wuxi City, Jiangsu Province, China (hereinafter referred to as “Pledgee”) . WHEREAS 1. The Pledgor is shareholder of __________, legally holding 100% of equity interest of Company SPV (“Equity Interest”). 2. The Pledgee and the Pledgor have executed a Supply Agreement dated (“the Supply Agreement”). Pursuant to the Supply Agreement, the Pledgor shall pay to the Pledgee. 3. As security for the outstanding obligations of the Pledgor pursuant to the Supply Agreement, the Pledgor has agreed to grant the Pledgee security over the Equity Interest. NOW THEREFORE,the Pledgor and the Pledgee through mutual negotiation hereby enter into this agreement based upon these following terms: 1. Definitions 1.1 Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest. 1.2 Equity Interest: shall refer to all of the equity interest lawfully now held and hereafter acquired by Pledgor in Company __________. 2. The Pledge The pledgor hereby pledge the Equity Interest to the Pledgee as a security for the obligations of the Pledgor under the Supply Agreement (the “Pledge”). Pursuant thereto, the Pledgee shall have priority in receiving payments from the evaluation or the proceeds from the auction or sale of the Equity Interest. The Equity Interest shall hereinafter be referred to as the “Pledged Collateral”. 3. Term of Pledge 3.1 The Pledge shall take effect as of this Agreement Date, and shall expire two (2) years from the Pledgor’s satisfaction of all its obligations under the Consulting Services Agreement (the “Term”). 3.2 During the Term, the Pledgee shall be entitled to vote, control, sell, or dispose of the Pledged Collateral in accordance with this Agreement in the event that the Pledgee does not perform its obligations under the Supply Agreement, including without limitations three failures to pay under the Supply Agreement. 3.3 During the Term, the Pledgee shall be entitled to collect any and all dividends declared or paid in connection with the Pledged Collateral. 4. Pledge Procedure and Registration The Pledge shall be recorded in the Company SPV’s Register of Shareholders. The Pledgor shall, within ten (10) days after the date of this Agreement, process the registration procedures with the Administration for Industry and Commerce concerning the Pledge. 5. Representation and Warranties of Pledgor 5.1 The Pledgor is the sole legal and beneficial owner of the Pledged Collateral. 5.2 Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provision set forth in this Agreement. 5.3 Other than to the Pledgee, the Pledgor have not pledged the Pledged Collateral to any other party, and the Pledged Collateral is not encumbered to any other party. 6. Covenants of Pledgor 6.1 During the Term, the Pledgor represents and warrants to the Pledgee for the Pledgee’s benefit that the Pledgor shall: 6.1.1 Not transfer or assign the Pledged Collateral, nor create or permit to create any pledge or encumbrance to the Pledged Collateral which may adversely affect the rights and/or benefits of the Pledgee without the Pledgee’s prior written consent. 6.1.2 Comply with the provisions of all laws and regulations with respect to the Pledge of right; present to Pledgee any notices, orders or advisements with respect to the Pledge that may be issued or made by a competent PRC authority within five (5) days upon receiving such notices, orders or advisements; comply with such notices, orders or advisements; or object to the foregoing matters upon the reasonable request of the Pledgee or with consent from the Pledgee. 6.1.3 Timely notify the Pledgee of any events which may affect the Pledged Collateral or the Pledgors’ rights thereto, or which may change any of the Pledgors’ warranties or affect the Pledgor’s performance of their obligations under this Agreement. 6.2 The Pledgor agrees that the Pledgee’s rights to the Pledge pursuant to this Agreement shall not be suspended or inhibited by any legal proceedings initiated by the Pledgor, jointly or separately, or by any successor of or any person authorized by the Pledgor. 6.3 The Pledgor represents and warrants to the Pledgee that in order to protect and perfect the security for the payment of the Consulting Services Fee, the Pledgors shall execute in good faith and cause other parties who have interests in the Pledged Collateral to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee. 6.4 The Pledgor represents and warrants to the Pledgee or its appointed representative (whether a natural person or a legal entity) that they will execute all applicable and required amendments in connection with the registration of the Pledge, and within a reasonable amount of time upon request, provide the relevant notice, order and decision regarding such registration to the Pledgee. 6.5 The Pledgor represents and warrants to the Pledgee that they will abide by and perform all relevant guarantees, covenants, warranties, representations and conditions necessary to insure the rights of the Pledgee under this Agreement. The Pledgor shall compensate all the losses suffered by the Pledgee as a result of the Pledgor’s failure to perform any such guarantees,covenants, warranties, representations or conditions. 7. Events of Default . 7.1 The occurrence of any one of the following events shall be regarded as an “ Event of Default”: 7.1.1 This Agreement is deemed illegal by a governing authority of the PRC, or the Pledgor is incapable of continuing to perform the obligations herein due to any reason except force majeure; 7.1.2 The Pledgor fails to timely pay in full as required under the Supply Agreement; 7.1.3 The Pledgor makes any materially false or misleading representations or warranties under Section 5 herein, or breaches any warranties under Section 5 herein; 7.1.4 The Pledgor breaches the covenants under Section 6 herein; 7.1.5 The Pledgor breaches any terms and conditions of this Agreement; 7.1.6 The Pledgor transfers or assigns, cause to be transferred or assigned, or otherwise abandons the Pledged Collateral without the prior written consent of the Pledgee; 7.1.7 The Pledgor is incapable of repaying debt; 7.1.8 The assets of the Company SPV are adversely affected so as to cause the Pledgee to believe that such Pledgor’s ability to perform the obligations herein is adversely affected; 7.1.9 The successors or agents of the Company SPV refuse, or are only partly able, to perform the payment obligations under the Supply Agreement; 7.2 The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware of or discovers that any event under Section 7.1 herein, or any event that may result in any one of the foregoing events, has occurred or is likely to occur. 7.3 Unless an Event of Default has been resolved to the Pledgee’s satisfaction within15 days of its occurrence (the “ Cure Period ”), the Pledgee may, at any time thereafter, give a written default notice (the “ Default Notice ”) to the Pledgor and require the Pledgor to immediately make full payment of the then outstanding payments and any other outstanding payables under the Supply Agreement. 8. Exercise of Pledge 8.1 Prior to the full payment under the Supply Agreement, without the Pledgee’s written consent, the Pledgor shall not assign the Pledge or the Equity Interest in Company SPV. 8.2 Pledgee may issue a Notice of Default to the Pledgor when exercising the Pledge. 8.3 Subject to the provisions of 7.3, Pledgee may exercise the right to enforce the Pledge concurrently with the issuance of the Notice of Default in accordance with Section 7.2 or at any time after the issuance of the Notice of Default. Once Pledgee elects to enforce the Pledge, the Pledgor shall cease to be entitled to any rights or interests associated with Equity Interest. 8.4 In the event of default, Pledgee is entitled to take possession of the Equity Interest pledged hereunder and to dispose of the Equity Interest, to the extent permitted and in accordance with applicable laws, without obligation to account to Pledgor for proceeds of disposition and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee. Likewise, in such circumstance Pledgor shall have no obligation to Pledgee for any deficiency remaining after such disposition of the Equity Interest. 8.5 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and the Company SPV shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement. 9. Assignment 9.1 The Pledgor shall not assign or otherwise transfer the rights and obligations herein without the Pledgee’s prior written consent. 9.2 This Agreement shall be binding up on the Pledgor and its respective successors, and shall be binding on the Pledgee and each of its successor and assignees. 9.3 Upon the transfer or assignment by the Pledgee of any or all of its rights and obligations under the Consulting Service Agreement, the Pledgee’s transferee or assignee shall enjoy and undertake the same rights and obligations as the Pledgee under this Agreement. The Pledgor shall be notified of any such transfer or assignment by written notice and at the request of the Pledgee, the Pledgor shall execute such relevant agreements and/or documents with respect to such transfer or assignment. 9.4 In the event of the Pledgee’s change in control resulting in the transfer or assignment of this Agreement, the successor to the Pledgee and the Pledgors shall execute a new equity pledge agreement. 10. Formalities, Fees and Other Charges 10.1 The Pledgor shall be responsible for all the fees and expenses in relation to this Agreement, including, but not limited, to legal fees, cost of production, stamp tax and any other taxes and charges. If the Pledgee pays the relevant taxes in accordance with applicable law, the Pledgor shall fully reimburse the Pledgee of such taxes. 10.2 The Pledgor shall be responsible for all expenses (including, but not limited to, any taxes, application fees, management fees, litigation costs, attorney’s fees, and various insurance premiums in connection with the disposition of the Pledge) incurred by the Pledgee in its recourse to collect from the Pledgor arising from the Pledgor’ s failure to pay any relevant taxes and fees. 11. Force Majeure 11.1 “Force Majeure ” shall include, but not be limited, to acts of governments, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning, war, and any unforeseen events beyond a Party’s reasonable control or which cannot be prevented with reasonable care. However, any shortage of credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control. A Party affected by Force Majeure shall promptly notify the other Parties of such event in order to be exempted from such Party’s obligations under this Agreement. 11.2 In the event that the affected Party is delayed or prevented from performing its obligations under this Agreement due to Force Majeure, the affected Party shall not be responsible for any damage caused by the delay or prevention of such performance, as long as such damage is within the scope of such delay or prevention. The affected Party shall take appropriate means to minimize or remove the effects of Force Majeure and attempt to resume performance of the obligations delayed or prevented by Force Majeure. When such Force Majeure ceases to exist, both Parties covenant and agree to resume the performance of this Agreement with their best efforts. 12. Confidentiality The Parties hereby acknowledge and agree to ensure the confidentiality of all oral and written materials exchanged relating to this Agreement. No Party shall disclose any confidential information to any other third party without the other Parties’ prior written approval, unless : (a) such information was in the public domain at the time it was communicated (unless it entered the public domain without the authorization of the disclosing Party); (b) the disclosure was in response to the relevant laws, regulations, or stock exchange rules; or (c) the disclosure was required by any of the Party’s legal counsel or financial consultant for the purpose of the transaction underlying this Agreement. However, such legal counsel and/or financial consultant shall also comply with the confidentiality as stated hereof. The disclosure of confidential information by employees or agents of the disclosing Party is deemed to be an act of the disclosing Party, and such disclosing Party shall bear all liabilities for any breach of confidentiality. 13. Dispute Resolution 13.1 This Agreement shall be governed by and construed in accordance with the laws of the PRC. 13.2 The Parties shall strive to resolve any disputes arising from the interpretation or performance of this Agreement through amicable negotiations. If a dispute cannot be settled, any Party may submit such dispute to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration. The arbitration shall abide by the then current rules of CIETAC, and the arbitration proceedings shall be conducted in Beijing, China in Chinese. The decision of CIETA shall be final and binding upon the parties. 14. Notices 14.1 Any notice given by the parties hereto for the purpose of performing the rights and obligations hereunder shall be in writing. If such notice is delivered by messenger, the time of receipt is the time when such notice is received by the addressee; if such notice is transmitted by facsimile, the time of receipt is the time when such notice is transmitted. If the notice does not reach the addressee by the end of the business day, the following business day shall be the date of receipt. The place of delivery is the Party’s address as set forth in the signature pages hereto or the address advised in writing including via facsimile. 14.2 For the purpose of notices, the address of the Parties are as follows: 15. Entire Contract The Parties agree that this Agreement constitutes the entire agreement of the Parties upon its effectiveness and supersedes all prior oral and/or written agreements and understandings relating to this Agreement. 16. Severability If any provision or provisions of this Agreement shall be held by a proper authority to be invalid, illegal, unenforceable or in conflict with the laws and regulations of the PRC, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 17. Appendices The appendices to this Agreement are incorporated into and are a part of this Agreement. 18. Amendment or Supplement 18.1 The Parties may amend this Agreement in writing, provided that such amendment shall be duly executed and signed by the Parties collectively holding a majority of the Equity Interests, and such amendment shall thereupon become a part of this Agreement and shall have the same legal effect as this Agreement. 18.2 This Agreement and any amendments, modification, supplements, additions or changes hereto shall be in writing and come into effect upon being executed and stamped by the parties hereto. 19. Language and Copies of the Agreement This Agreement shall be executed in English in four (4) original copies. Each Party shall receive one (1) original copy, all of which shall be equally valid and enforceable. 6 .