Exhibit 10.4
c/o CSI Solar Manufacturing, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, P.R. China
Tel: ▇▇ (▇)▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇
Fax: ▇▇ (▇)▇▇▇ ▇▇▇▇▇▇▇▇
E-mail: ▇▇▇▇▇.▇▇@▇▇▇▇▇▇▇▇.▇▇▇
(CANADIAN SOLAR INC. LOGO) ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇
STRATEGIC PARTNERSHIP AGREEMENT AND
PERFORMANCE REWARD PLAN
(2005)
BETWEEN Kunical International Group, Ltd.
AS "PARTY A"
AND Canadian Solar Inc.
AS "PARTY B"
Whereas PARTY A is one of the premier suppliers of silicon materials to both
photovoltaic and semiconductor industries, and has vast interests in other area
of photovoltaic.
Whereas PARTY B is a photovoltaic module manufacturer and application developer
serving world-wide customers.
Whereas PARTY B strikes to become a world-class photovoltaic product
manufacturer and to reach the target production volume of 50MW in two years and
100MW in five years, and whereas PARTY A expresses its desire to support PARTY B
to reach such a goal.
PARTY A and PARTY B decide to enter into a strategic partnership relationship.
The following covenants detail the essential nature of such a relationship.
1) This agreement shall be in place from the date of signing and valid for ten
(10) years unless it is replaced by another agreement and/or terminated in
writing by either PARTIES with cause and with ninety (90) day advance
notice.
2) PARTY A will source and supply PARTY B with materials Including, but not
limited to poly silicon, remelts, wafers and cells.
3) PARTY B will provide PARTY A, in October of every year, its forecast for
materials need for the coming year. Such a forecast will then be updated
every 3 months. In return, PARTY A will provide PARTY B with a forecast for
the materials it will be able to supply for the coming year. PARTY A will
give PARTY B the priority, whenever possible, to purchase materials. PARTY
A will make best efforts to meet PARTY B's materials demand.
4) PARTY B will reward PARTY A with annual performance bonus, in the form of
shares of PART( B, according to the following formulas:
- $2,000 for each 1,000 kg of bulk silicon materials, purchased and
accepted by PARTY B from PARTY A in the previous calendar year
- $1,000 for each 10,000 pieces of 6" or 8" P-type reclaimable wafers,
purchased and accepted by PARTY B from PARTY A in the previous
calendar year
c/o CSI Solar Manufacturing, Inc.
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Tel: ▇▇ (▇)▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇
Fax: ▇▇ (▇)▇▇▇ ▇▇▇▇▇▇▇▇
E-mail: ▇▇▇▇▇.▇▇@▇▇▇▇▇▇▇▇.▇▇▇
(CANADIAN SOLAR INC. LOGO) ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇
- The price of share is set to be the average closing price in the last
five trading days at end of the previous calendar year
- The number of shares shad be rounded up in the multiple of 10's at the
time of each settlement
5) PARTY A may from time to time access to information of photovoltaic
projects, in which PARTY A may act as the prime contractor or the advisor.
PARTY B will make its best efforts to support PARTY A in such projects.
6) PARTY A is sourcing silicon scraps from Asian countries including Japan,
Taiwan and Korea, and may desire to clean such materials in an Asian
location in order to reduce the cost and to simplify the logistics. PARTY B
expresses its willingness to handle such work at its China location for
PARTY A, if the latter so desires.
7) PARTY A and PARTY B express the interest to jointly invest into
photovoltaic or silicon related businesses Worldwide.
8) Both PARTIES will safeguard other party's confidential intonation including
the nature of this Strategic Partnership Agreement. The request for
confidentiality will survive three (3) more years after the termination of
this Agreement.
/s/ /s/
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▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President Chairman and CEO
Canadian Solar Inc. Kunical International Group, Ltd.
Date: Date: November 1, 2005
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c/o CSI Solar Manufacturing, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, P.R. China
Tel: ▇▇ (▇)▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇
Fax: ▇▇ (▇)▇▇▇ ▇▇▇▇▇▇▇▇
E-mail: ▇▇▇▇▇.▇▇@▇▇▇▇▇▇▇▇.▇▇▇
(CANADIAN SOLAR INC. LOGO) ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇
August 25, 2006
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President and CEO
Kunical International Group, Ltd.
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: REVISION OF THE STRATEGIC PARTNERSHIP AGREEMENT AND PERFORMANCE REWARD PLAN
Dear ▇▇▇▇▇,
We write to you to confirm the following revision of the Strategic Partnership
Agreement and Performance Reward Plan dated November 1, 2005 ("Partnership
Agreement").
Delete "Clause 4" (annual performance bonus) of the Partnership Agreement
This revision will be effective immediately. However, CSI will compute the total
bonus which Kunical has accumulated according to the "Clause 4" in the period
from January 1st to August 25th 2006, based on the Kunical invoice dates, and
will pay this bonus to Kunical in cash, rather in CSI shares as stated in the
original Partnership Agreement.
We appreciate your confirming to this revision. We look forward to continuing to
work with you.
Very truly yours,
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▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, Ph.D.
President, Canadian Solar Inc. (CSI)
Acknowledged and agreed to by:
Kunical International Group, Ltd.
By: /s/
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Title: Chairman and CEO