Exhibit 10.14
SHARE TRANSFER AGREEMENT
THIS AGREEMENT is made and entered into on this 9th 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) Xxx Xxx Shun, an individual identified by Hong Kong passport number
X00000000 and residing at XXXX 0X XX XXXX XXXXXXX XXXXXX XXXXX, XXXX XXXX.
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, X.X. Xxx 000,
Xxxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxxx;
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; and
WHEREAS certain of the Current Linyang Shareholders desire to sell a number of
Linyang Shares as set forth herein and to the persons whose names appear in
Article 2 (each a "LINYANG TRANSFEREE");
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, Xxx Xxx Shun hereby sells and transfers full
legal and beneficial title to all of the 42.5 Linyang Shares registered in
her name in Linyang's register of Members, free of all Encumbrances:-
(i) 24.5 Linyang Shares to Yonghua;
(ii) 12.5 Linyang Shares to WHF;
(iii) 5 Linyang Shares to Yongfa; and
(iv) 0.5 Linyang Shares to YongGuan.
2.2 On the date of this Agreement, Yongqiang hereby sells and transfers full
legal and beneficial title to the following 1.5 Linyang Shares registered
in Yongqiang's name in Linyang's register of Members, free of all
Encumbrances:-
(i) 1 Linyang Shares to Forever; and
(ii) 0.5 Linyang Shares to YongXing;
2.3 On the date of this Agreement, Yongliang hereby sells and transfers full
legal and beneficial title to the following 1.5 Linyang Shares registered
in Yongliang's name in Linyang's register of Members, free of all
Encumbrances:-
(i) 1 Linyang Shares to YongQiang; and
(ii) 0.5 Linyang Shares to YongXing.
2.4 Xxx Xxx Shun, Yongqiang and Yongliang, the Linyang Transferees and Linyang
each agree to execute and deliver separate share transfer forms
substantially in the form set out in Schedule 2, together with such other
documents as may need to be signed in connection with the aforementioned
transfers;
2.5 Linyang hereby confirms that prior to the date of this Agreement, no share
certificates have been issued by Linyang in respect of the Linyang Shares.
2.6 Xxx Xxx Shun, Yongqiang and Yongliang agree with each Linyang Transferee,
to procure that Linyang's directors pass resolutions forthwith to approve
the share transfers set forth in Article 1.1 and that Linyang updates its
register of members to reflect such transfers. The shareholding structure
of Linyang immediately following the share transfer contemplated in this
Article 2 is set for in Schedule 1-2.
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ARTICLE 3 (CONSIDERATION)
3.1 Each of Xxxxxxx, XXX, Xxxxxx and YongGuan hereby agree to pay to Xxx Xxx
Shun on the date hereof, RMB758,847 per Linyang Share transferred in
accordance with Article 2.1.
3.2 Each of Forever, Yongxing hereby agree to pay to Yongqiang on the date
hereof, RMB758,847 per Linyang Share transferred in accordance with Article
2.2.
3.3 YongXing and Yongqiang hereby agree to pay to Yongliang on the date hereof,
RMB758,847 per Linyang Share transferred in accordance with Article 2.3.
3.4 Xxx Xxx Shun, Yonghua, WHF, Yongfa, Yongliang, Forever, Yongxing, Yongqiang
and YongGuan each agree that the payment obligations referred to in this
Article 3 shall be several and not joint. Parties further agree that the
transfer price for the Linyang Shares may be paid in Renminbi or equivalent
amount in other currencies.
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.
LINYANG SOLAR POWER INVESTMENT HOLDING LTD
By: /s/ Xxxxxxx Xx
--------------------------------------------
Name:
a duly authorised signatory
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
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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
Name: Xxx Xxx Shun
--------------------------------------------
XXX XXX SHUN
YONGXING SOLAR POWER INVESTMENT HOLDING LTD
By: /s/ Xxxxxxx Xxxx
--------------------------------------------
Name:
a duly authorised signatory
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