Exhibit 10.15
SHARE ISSUE AND TRANSFER AGREEMENT
THIS AGREEMENT is made and entered into on this 12th day of June, 2006 by and
between:-
(1) Yonghua Solar Power Investment Holding Ltd ("YONGHUA");
(2) Yongliang Solar Power Investment Holding Ltd ("YONGLIANG");
(3) Yongqiang Solar Power Investment Holding Ltd ("YONGQIANG");
(4) WHF Investment Co., Ltd ("WHF");
(5) Yongfa Solar Power Investment Holding Ltd ("YONGFA");
(6) YongGuan Solar Power Investment Holding Ltd ("YONGGUAN");
(7) Forever-brightness Investments Limited ("FOREVER");
(8) YongXing Solar Power Investment Holding Ltd ("YONGXING");
(9) Linyang Solar Power Investment Holding Ltd ("LINYANG"), together with all
of the parties listed in (1) to (8) inclusive above, having their registered
office at PO Box 173, Kingston Xxxxxxxx, Road Town, Tortola, British Virgin
Islands; and
(10) Solarfun Power Holdings Co., Ltd. an exempted limited liability company
incorporated and existing under the laws of the Cayman Islands, having its
registered office at M&C Corporate Services Limited, Xxxxxx House, P.O. Box 309,
Xxxxxx Town, Grand Cayman, Cayman Islands ("SOLARFUN").
WITNESSETH:
WHEREAS as at the date hereof, Linyang has issued 100 fully paid and
non-assessable voting shares, each with par value of US$0.001 (the "LINYANG
SHARES") to the persons ("CURRENT LINYANG Shareholders") and in the amounts set
forth in Schedule 1-1;
WHEREAS all of the Current Linyang Shareholders desire to sell all of their
Linyang Shares as set forth herein to Solarfun, in exchange for voting shares to
be issued by Solarfun; and
WHEREAS all of the issued and unissued shares in the capital of Solarfun have
been subdivided into shares of US$0.0001 par value each, by ordinary resolution
of the sole subscriber dated 9 June, 2006
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
promises hereinafter contained, the parties hereto, intending to be legally
bound, agree as follows:
ARTICLE 1 (DEFINITIONS)
"ENCUMBRANCE"
means (a) any mortgage, charge (whether fixed or floating), pledge,
lien, hypothecation, assignment, deed of trust, title retention,
security interest or other encumbrance of any kind securing, or
conferring any priority of payment in respect of, any obligation of any
Person, including any right granted by a transaction which, in legal
terms, is not the granting of security but which has an economic or
financial effect similar to the granting of security under applicable
Law, (ii) any lease, sub-lease, occupancy agreement, easement or
covenant granting a right of use or occupancy to any Person, (iii) any
proxy, power of attorney, voting trust agreement, interest, option,
right of first offer, negotiation or refusal or Transfer restriction in
favor of any Person and (iv) any adverse claim as to title, possession
or use.
ARTICLE 2 (SALE AND TRANSFER OF LINYANG SHARES)
2.1 On the date of this Agreement Yonghua Solar Power Investment Holding
Ltd, Yongliang Solar Power Investment Holding Ltd, Yongqiang Solar
Power Investment Holding Ltd, WHF Investment Co., Ltd, Yongfa Solar
Power Investment Holding Ltd, YongGuan Solar Power Investment Holding
Ltd, Forever-brightness Investments Limited and YongXing Solar Power
Investment Holding Ltd each hereby sells and transfers full legal and
beneficial title to Solarfun to such number of Linyang Shares
registered in their names in Linyang's register of Members, free of all
Encumbrances, as is set forth below:-
(i) Yonghua Solar Power Investment Holding Ltd (77 Linyang Shares);
(ii) Yongliang Solar Power Investment Holding Ltd (1.5 Linyang
Shares);
(iii) Yongqiang Solar Power Investment Holding Ltd (1.5 Linyang
Shares);
(iv) WHF Investment Co., Ltd (12.5 Linyang Shares);
(v) Yongfa Solar Power Investment Holding Ltd (5 Linyang Shares);
(vi) YongGuan Solar Power Investment Holding Ltd (0.5 Linyang
Shares);
(vii) Forever-brightness Investments Limited (1 Linyang Share); and
(viii) YongXing Solar Power Investment Holding Ltd (1 Linyang Share).
2.2 On the date of this Agreement, Solarfun hereby agrees to issue the
following voting shares (each with a US$0.0001 par value) in its share
capital as fully-paid and non-assessable, such shares to be issued
forthwith upon the execution of this Agreement (collectively, "SOLARFUN
SHARES"):
(i) 77,269,490 to Yonghua Solar Power Investment Holding;
(ii) 1,505,250 to Yongliang Solar Power Investment Holding Ltd;
(iii) 1,505,250 to Yongqiang Solar Power Investment Holding Ltd;
(iv) 12,543,750 to WHF Investment Co., Ltd;
(v) 5,017,500 to Yongfa Solar Power Investment Holding Ltd;
(vi) 501,750 to YongGuan Solar Power Investment Holding Ltd;
(vii) 1,003,500 to Forever-brightness Investments Limited; and
(viii) 1,003,500 to YongXing Solar Power Investment Holding Ltd.
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2.3 Solarfun undertakes to update its register of members to reflect the
issue of Solarfun Shares.
ARTICLE 3 (CONSIDERATION)
3.1 Each of the parties hereby agrees that the issue price of the Solarfun
Shares shall be paid in full by the transfer to Solarfun of the Linyang
Shares in accordance with the terms hereof and that the issue of the
Solarfun Shares shall occur forthwith after the transfer of title to
the Linyang Shares in accordance with the terms hereof.
3.4 Each of the parties hereby agrees that the payment obligations in this
Agreement shall be several and not joint.
ARTICLE 4 (EXPENSES)
Each party shall be responsible for any and all expenses incurred by such party
in connection with the execution, delivery and performance of this Agreement.
ARTICLE 5 (NON-ASSIGNABILITY)
No party may assign, pledge, transfer or otherwise dispose of any right or
delegate its duty under this Agreement without prior written consents of all the
other parties hereto.
ARTICLE 6 (ENTIRE AGREEMENT)
This Agreement constitutes the entire and only agreement between the parties
hereto with respect to the sale and purchase of the Linyang Shares and
supersedes, cancels and annuls all prior or contemporaneous agreements,
understandings, negotiations or communications between the parties hereto
relating to the subject matter hereof.
ARTICLE 7 (GOVERNING LAW AND JURISDICTION)
This Agreement shall in all respects be governed by, and construed in accordance
with, the laws of the Cayman Islands.
ARTICLE 8 (AMENDMENT)
This Agreement and its terms may not be amended, supplemented, waived or
modified orally, but only by an instrument in writing signed by all the parties
hereto.
ARTICLE 9 (COUNTERPARTS)
This Agreement may be executed in any number of counterparts, and this has the
same effect as if the signatures on the counterparts were on a single copy of
this Agreement. This Agreement shall take effect only when all parties have
executed and delivered it.
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ARTICLE 10 (HEADINGS)
The headings of this Agreement are for convenience of reference only and shall
not define, modify or otherwise affect any of the provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Agreement the day and year first above written.
YONGHUA SOLAR POWER INVESTMENT HOLDING LTD
By: /s/ Xxxxxxx Xx
-----------------------------------------------
Name:
a duly authorised signatory
YONGLIANG SOLAR POWER INVESTMENT HOLDING LTD
By: /s/ Yongliang Gu
-----------------------------------------------
Name:
a duly authorised signatory
YONGQIANG SOLAR POWER INVESTMENT HOLDING LTD
By: /s/ Rongqiang Cui
-----------------------------------------------
Name:
a duly authorised signatory
WHF INVESTMENT CO., LTD
By: /s/ Xxxxxx Xxxx
-----------------------------------------------
Name:
a duly authorised signatory
YONGFA SOLAR POWER INVESTMENT HOLDING LTD
By: /s/ Xxxxxxx Xx
-----------------------------------------------
Name:
a duly authorised signatory
YONGGUAN SOLAR POWER INVESTMENT HOLDING LTD
By: /s/ Xxxxxx Xxxx
-----------------------------------------------
Name:
a duly authorised signatory
FOREVER-BRIGHTNESS INVESTMENTS LIMITED
By: /s/ Min Cao
-----------------------------------------------
Name:
a duly authorised signatory
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YONGXING SOLAR POWER INVESTMENT HOLDING LTD
By: /s/ Xxxxxxx Xxxx
-----------------------------------------------
Name:
a duly authorised signatory
LINYANG SOLAR POWER INVESTMENT HOLDING LTD
By: /s/ Xxxxxxx Xx
-----------------------------------------------
Name:
a duly authorised signatory
SOLARFUN SOLAR POWER HOLDINGS CO., LTD
By: /s/ Xxxxxxx Xx
-----------------------------------------------
Name:
a duly authorised signatory
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