SOL [ReneSola] UPLOAD:
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[AMENDMENT NO. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEMILEDS CORPORATION Delaware 3674 20-2735523 3F, No.11 Ke Jung Rd., Chu-Nan Site, National Corporate Research Ltd. COPIES TO: Mark J. Lee Jeffrey D. Saper ORRICK, HERRINGTON & SUTCLIFFE LLP WILSON SONSINI GOODRICH & ROSATI Approximate date of commencement of proposed sale to the public: o o o] [EMPLOYMENT AGREEMENT This Employment Agreement (this Agreement) is entered into effective as of August 14, 2007 (the Effective Date) by and between SEMILEDS CORPORATION, a Delaware corporation (the Company), and DAVID YOUNG (Employee). The term Company in this Agreement (other than the application of Section 2) shall include its affiliates where appropriate. RECITALS : A. The Company wishes to employ] [E XHIBIT 10.6 SEMI-PHOTONICS EMPLOYEE AGREEMENT This Employee Agreement (the Agreement) is entered into by and between Jack Yeh (Employee) and Se mi-Photonics Co., Ltd., a company organized under the laws of Republic of China (the Company), dated effective as of August 2, 20 05 . 1. Duties; Title . Employees job title and duties may change from time to] [SEMI-PHOTONICS EMPLOYEE AGREEMENT This Employee Agreement (the Agreement) is entered into by and between Lanfang (Lydia) Chin (Employee) and Semi-Photonics Co., Ltd., a company organized under the laws of Republic of China (the Company), dated effective as of November 17, 2008. 1. Duties; Title . Employees job title and duties may change from time to time on reasonable notice, based] [SEMI -PHOTONICS CO., LTD. PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT This Proprietary Information and Inventions Agreement (this Agreement) is entered into between me, , and Semi-Photonics Co., Ltd., a company organized under the laws of Republic of China (Taiwan), and its affiliates (collectively, the Company). In consideration for the compensation received by me for employment with the Company, and effective as] [NON-COMPETITION AGREEMENT This Non-Competition Agreement (the Agreement) is entered into effective as of (the Effective Date), by and between SEMI-PHOT ONICS CO., LTD., a company organized under the laws of Taiwan (R.O.C.), and its affiliates (collectively, the Company), and (Employee). RECITALS A. The Company is engaged in the business of light emitting diodes (LED), LED packaging, lighting, and other related] [Promoters Agreement of December 25, 2009 Promoters Agreement Executed Version Promoters Agreement of Xurui Guangdian Co., Ltd. For the purpose of the development of Chinas semiconductor lighting industry and close cooperation among enterprises at upper, middle and lower streams of the semiconductor lighting industry chain, all promoters hereby enter into this Agreement with respect to vital issues involved during the] [Xurui Guangdian Co., Ltd. Capital Increase Agreement March 26, 2010 Capital Increase Agreement Executed Version Capital Increase Agreement of Xurui Guangdian Co., Ltd. Company Increased Shares WHEREAS: Xurui Guangdian Co., Ltd. (hereinafter referred to as the Through friendly consultation, all parties hereby reach the following agreement in accordance with the stipulations of the Company Law of the Peoples Republic] [AMENDED AND RESTATED BY AND BETWEEN SemiLEDs Corporation AND Xurui Guangdian Co., Ltd. ON July 19, 2010 1 AMENDED AND RESTATED PATENT ASSIGNMENT AND Patent Assignment and License Agreement Agreement This SemiLEDs Corporation , an American corporation incorporated and existing under the laws of USA, with registered office at 999 Main Street, Suite 1010, Boise, ID83702, USA and duly represented] [PATENT CROSS-LICENSE AGREEMENT BY AND BETWEEN SemiLEDs Corporation AND Xurui Guangdian Co., Ltd. MAY 7, 2010 PATENT CROSS-LICENSE AGREEMENT Patent Cross-License Agreement Agreement This SemiLEDs Corporation , an American corporation incorporated and existing under the laws of USA having a registered office at 99 Main Street, Suite 1010, Boise, ID83702, USA and duly represented by Trung Tri Doan (nationality: USA)] [TRADEMARK CROSS-LICENSE AGREEMENT BY AND BETWEEN SemiLEDs Corporation AND Xurui Guangdian Co., Ltd. MAY 7, 2010 TRADEMARK CROSS-LICENSE AGREEMENT Trademark Cross-License Agreement Agreement This SemiLEDs Corporation SemiLEDs Xurui Guangdian Co., Ltd. Xurui , a Chinese corporation incorporated and existing under the laws of the PRC having a registered office at Room 201, Building B, Innovation Center, The South China Sea] [th , 2009 (the Effective Date) between Semi-Photonics Co., Ltd., a company with offices at 7F, No. 13 Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Taiwan (Company), and LiteOn Technology Corporation , a company with business address at 12F, 392, Ruey Kuang Road, Neihu, Taipei,114, Taiwan, R.O.C. (Customer). WHEREAS, Company is the manufacturer of the Products (described] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of We consent to the use of our report, dated August 6, 2010, included herein and to the reference to our firm under the heading Experts in the prospectus. Our report, dated August 6, 2010, contains an explanatory paragraph that states that the Company has suffered recurring] [Xurui Guangdian Co., Ltd. Amended and Restated Articles of Association March 26, 2010 Amended and restated AOA Executed Version Table of Contents CHAPTER II. BUSINESS PURPOSE AND BUSINESS SCOPE 3 CHAPTER III. SHARES 4 SECTION 1. SHARE ISSUANCE 4 THE TIME FRAME OF CONTRIBUTIONS MADE BY EACH PARTY SHALL BE IN LINE WITH RELEVANT PROVISIONS OF THE CAPITAL INCREASE AGREEMENT]
[AMENDMENT NO. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEMILEDS CORPORATION Delaware 3674 20-2735523 3F, No.11 Ke Jung Rd., Chu-Nan Site, National Corporate Research Ltd. COPIES TO: Mark J. Lee Jeffrey D. Saper ORRICK, HERRINGTON & SUTCLIFFE LLP WILSON SONSINI GOODRICH & ROSATI Approximate date of commencement of proposed sale to the public: o o o] [EMPLOYMENT AGREEMENT This Employment Agreement (this Agreement) is entered into effective as of August 14, 2007 (the Effective Date) by and between SEMILEDS CORPORATION, a Delaware corporation (the Company), and DAVID YOUNG (Employee). The term Company in this Agreement (other than the application of Section 2) shall include its affiliates where appropriate. RECITALS : A. The Company wishes to employ] [E XHIBIT 10.6 SEMI-PHOTONICS EMPLOYEE AGREEMENT This Employee Agreement (the Agreement) is entered into by and between Jack Yeh (Employee) and Se mi-Photonics Co., Ltd., a company organized under the laws of Republic of China (the Company), dated effective as of August 2, 20 05 . 1. Duties; Title . Employees job title and duties may change from time to] [SEMI-PHOTONICS EMPLOYEE AGREEMENT This Employee Agreement (the Agreement) is entered into by and between Lanfang (Lydia) Chin (Employee) and Semi-Photonics Co., Ltd., a company organized under the laws of Republic of China (the Company), dated effective as of November 17, 2008. 1. Duties; Title . Employees job title and duties may change from time to time on reasonable notice, based] [SEMI -PHOTONICS CO., LTD. PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT This Proprietary Information and Inventions Agreement (this Agreement) is entered into between me, , and Semi-Photonics Co., Ltd., a company organized under the laws of Republic of China (Taiwan), and its affiliates (collectively, the Company). In consideration for the compensation received by me for employment with the Company, and effective as] [NON-COMPETITION AGREEMENT This Non-Competition Agreement (the Agreement) is entered into effective as of (the Effective Date), by and between SEMI-PHOT ONICS CO., LTD., a company organized under the laws of Taiwan (R.O.C.), and its affiliates (collectively, the Company), and (Employee). RECITALS A. The Company is engaged in the business of light emitting diodes (LED), LED packaging, lighting, and other related] [Promoters Agreement of December 25, 2009 Promoters Agreement Executed Version Promoters Agreement of Xurui Guangdian Co., Ltd. For the purpose of the development of Chinas semiconductor lighting industry and close cooperation among enterprises at upper, middle and lower streams of the semiconductor lighting industry chain, all promoters hereby enter into this Agreement with respect to vital issues involved during the] [Xurui Guangdian Co., Ltd. Capital Increase Agreement March 26, 2010 Capital Increase Agreement Executed Version Capital Increase Agreement of Xurui Guangdian Co., Ltd. Company Increased Shares WHEREAS: Xurui Guangdian Co., Ltd. (hereinafter referred to as the Through friendly consultation, all parties hereby reach the following agreement in accordance with the stipulations of the Company Law of the Peoples Republic] [AMENDED AND RESTATED BY AND BETWEEN SemiLEDs Corporation AND Xurui Guangdian Co., Ltd. ON July 19, 2010 1 AMENDED AND RESTATED PATENT ASSIGNMENT AND Patent Assignment and License Agreement Agreement This SemiLEDs Corporation , an American corporation incorporated and existing under the laws of USA, with registered office at 999 Main Street, Suite 1010, Boise, ID83702, USA and duly represented] [PATENT CROSS-LICENSE AGREEMENT BY AND BETWEEN SemiLEDs Corporation AND Xurui Guangdian Co., Ltd. MAY 7, 2010 PATENT CROSS-LICENSE AGREEMENT Patent Cross-License Agreement Agreement This SemiLEDs Corporation , an American corporation incorporated and existing under the laws of USA having a registered office at 99 Main Street, Suite 1010, Boise, ID83702, USA and duly represented by Trung Tri Doan (nationality: USA)] [TRADEMARK CROSS-LICENSE AGREEMENT BY AND BETWEEN SemiLEDs Corporation AND Xurui Guangdian Co., Ltd. MAY 7, 2010 TRADEMARK CROSS-LICENSE AGREEMENT Trademark Cross-License Agreement Agreement This SemiLEDs Corporation SemiLEDs Xurui Guangdian Co., Ltd. Xurui , a Chinese corporation incorporated and existing under the laws of the PRC having a registered office at Room 201, Building B, Innovation Center, The South China Sea] [th , 2009 (the Effective Date) between Semi-Photonics Co., Ltd., a company with offices at 7F, No. 13 Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Taiwan (Company), and LiteOn Technology Corporation , a company with business address at 12F, 392, Ruey Kuang Road, Neihu, Taipei,114, Taiwan, R.O.C. (Customer). WHEREAS, Company is the manufacturer of the Products (described] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of We consent to the use of our report, dated August 6, 2010, included herein and to the reference to our firm under the heading Experts in the prospectus. Our report, dated August 6, 2010, contains an explanatory paragraph that states that the Company has suffered recurring] [Xurui Guangdian Co., Ltd. Amended and Restated Articles of Association March 26, 2010 Amended and restated AOA Executed Version Table of Contents CHAPTER II. BUSINESS PURPOSE AND BUSINESS SCOPE 3 CHAPTER III. SHARES 4 SECTION 1. SHARE ISSUANCE 4 THE TIME FRAME OF CONTRIBUTIONS MADE BY EACH PARTY SHALL BE IN LINE WITH RELEVANT PROVISIONS OF THE CAPITAL INCREASE AGREEMENT]
[ORRICK, HERRINGTON & SUTCLIFFE 奧睿律師事務所 43RD FLOOR, GLOUCESTER TOWER TEL 852-2218-9100 WWW.ORRICK.COM September 14, 2010 VIA EDGAR AND HAND DELIVERY Division of Corporate Finance 100 F Street, N.E. Mail Stop Number 3030 Attn: Russel Mancuso, Branch Chief, Legal Gabriel Eckstein Kevin Vaughn, Branch Chief, Accounting Tara Harkins Re: SemiLEDs Corporation Registration Statement on Form S-1 Registration No. 333-168624 Ladies and]
[ORRICK, HERRINGTON & SUTCLIFFE 奧睿律師事務所 43RD FLOOR, GLOUCESTER TOWER TEL 852-2218-9100 WWW.ORRICK.COM September 14, 2010 VIA EDGAR AND HAND DELIVERY Division of Corporate Finance 100 F Street, N.E. Mail Stop Number 3030 Attn: Russel Mancuso, Branch Chief, Legal Gabriel Eckstein Kevin Vaughn, Branch Chief, Accounting Tara Harkins Re: SemiLEDs Corporation Registration Statement on Form S-1 Registration No. 333-168624 Ladies and]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1)(2) Proposed maximum Amount of Ordinary Shares, par value $0.0001 per share (3) $100,000,000 $7,130.00 (4) (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (2) (3) American depositary shares issuable upon] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 5 to Registration Statement No. 333-164307 of our report dated August 18, 2010 relating to the consolidated financial statements and financial statement schedule of Daqo New Energy Corp., which report expresses an unqualified opinion on the consolidated financial statements and financial statement schedule and]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1)(2) Proposed maximum Amount of Ordinary Shares, par value $0.0001 per share (3) $100,000,000 $7,130.00 (4) (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. (2) (3) American depositary shares issuable upon] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 5 to Registration Statement No. 333-164307 of our report dated August 18, 2010 relating to the consolidated financial statements and financial statement schedule of Daqo New Energy Corp., which report expresses an unqualified opinion on the consolidated financial statements and financial statement schedule and]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1)(2) Proposedmaximum Amountof Ordinary Shares, par value $0.0001 per share (3) $100,000,000 $7,130.00 (4) (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Amendment No.5 to Registration Statement No.333-164307 of our reportted August18, 2010 relating to thensolidated financial statements and financial statementhedule ofqo New Energyrp., which report expresses an unqualified opinion on thensolidated financial statements and financial statementhedule andludes an explanatory paragraph to theoption of]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1)(2) Proposedmaximum Amountof Ordinary Shares, par value $0.0001 per share (3) $100,000,000 $7,130.00 (4) (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in this Amendment No.5 to Registration Statement No.333-164307 of our reportted August18, 2010 relating to thensolidated financial statements and financial statementhedule ofqo New Energyrp., which report expresses an unqualified opinion on thensolidated financial statements and financial statementhedule andludes an explanatory paragraph to theoption of]
[RENESOLA LTD September 13, 2010 VIA EDGAR Mr. Kevin L. Vaughn, Accounting Branch Chief Mr. Eric Atallah, Staff Accountant Mr. Timothy Buchmiller, Reviewing Attorney Ms. Aslynn Hogue, Staff Attorney Division of Corporation Finance 100 F Street, N.E. Re: ReneSola Ltd Form 20-F for the fiscal year ended December 31, 2009 filed on June 7, 2010 File No. 1-33911 Dear Mr.]