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British
Virgin Islands
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3674
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Not
Applicable
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(State
or other jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer
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incorporation
or organization)
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Classification
Code Number)
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Identification
Number)
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ITEM
8.
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INDEMNIFICATION
OF DIRECTORS AND OFFICERS
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ITEM
9.
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EXHIBITS
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ITEM
10.
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UNDERTAKINGS
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(A)
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The
undersigned Registrant hereby
undertakes:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933, as amended, or the Securities
Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or any decrease in
volume of shares offered (if the total dollar value of shares offered
would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration
statement; and
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
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(2)
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That,
for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the shares offered therein, and the
offering of such shares at that time shall be deemed to be the initial
bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the
shares being registered which remain unsold at the termination of the
offering.
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(4)
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To
file a post-effective amendment to the registration statement to include
any financial statements required by Item 8.A of Form 20-F at
the start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by
Section 10(a)(3) of the Exchange Act need not be furnished, provided
that the Registrant includes in the prospectus, by means of a
post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need
not be filed to include financial statements and information required by
Section 10(a)(3) of the Exchange Act or Rule 3-19 of
Regulation S-K if such financial statements and information are
contained in periodic reports filed with or furnished to the SEC by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Form F-3.
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(5)
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That,
for the purpose of determining liability under the Securities Act to any
purchaser:
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(i)
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Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall
be deemed to be part of the registration statement as of the date the
filed prospectus was deemed part of and included in the registration
statement; and
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(ii)
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Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing
the information required by section 10(a) of the Securities Act shall
be deemed to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of 314 shares in
the offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of
the registration statement relating to the shares in the registration
statement to which that prospectus relates, and the offering of such
shares at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date.
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(6)
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That,
for the purpose of determining liability of the Registrant under the
Securities Act to any purchaser in the initial distribution of the
shares:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to
Rule 424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned Registrant or used or referred to by the undersigned
Registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its
shares provided by or on behalf of the undersigned
Registrant; and
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(iv)
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Any
other communication that is an offer in the offering made by the
undersigned Registrant to the
purchaser.
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(B)
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The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the shares offered therein, and the offering of such shares at that time
shall be deemed to be the initial bona fide offering
thereof.
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(C)
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Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the shares being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act will be governed by the
final adjudication of such
issue.
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RENESOLA
LTD
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By:
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/s/ Xianshou Li
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Name:
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Xianshou
Li
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Title:
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Director
and Chief Executive
Officer
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Signature
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Title
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/s/
*
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Name:
Martin Bloom
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Chairman
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/s/
Xianshou Li
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Name:
Xianshou Li
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Director
and Chief Executive Officer
(principal
executive officer)
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/s/
Charles Xiaoshu Bai
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Name:
Charles Xiaoshu Bai
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Chief Financial
Officer
(principal financial and
accounting officer)
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/s/
*
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Name:
Yuncai Wu
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Director
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/s/
*
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Name:
Jing Wang
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Director
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/s/
*
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Name: Wee
Seng Tan
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Director
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/s/
*
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Name:
Donald J. Puglisi
Title:
Managing Director, Puglisi & Associates
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Authorized
U.S.
Representative
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