Exhibit 10.15


 


CONFORMED COPY


 


SHAREHOLDER LOAN


 


THIS
AGREEMENT is made on 02 October 2009


 


BETWEEN


 


(1)                      Trony Solar Holdings Company
Limited, an
exempted limited liability company organised under the laws of the Cayman
Islands with registered number 170103 and having its registered office at
Offshore Incorporations (Cayman) Limited, Scotia Center, 4th Floor, P.O. Box
2804, George Town, Grand Cayman, Cayman Islands  (the “Borrower”);
and


 


(2)                      Lakes Invest Limited, a company organised and
existing under the laws of the British Virgin Islands and having its registered
office at Commonwealth Trust Limited, Drake Chamber, Road Town, Tortola,
British Virgin Islands (the “Lender”).


 


IT IS AGREED as follows:


 


1.                      DEFINITIONS


 


“Agreement” means this shareholder loan agreement as originally executed and as the
same may be amended, supplemented or otherwise modified from time to time.


 


“Availability
Period” means the period commencing on the date
hereof and (i) in respect of the portion of the Loan to be made pursuant
to paragraph 2.2, ending on the date falling 30 days after the date hereof, and
(ii) in respect of the portion of the Loan to be made pursuant to
paragraph 2.3, ending on the day falling 30 days after the First Borrowing
Date.


 


“Borrowing
Date” means the First Borrowing Date and the
Second Borrowing Date, as applicable.


 


“Business
Day” means a day on which banks are open for
business in Hong Kong and the British Virgin Islands, other than a Saturday or
a Sunday.


 


“First
Borrowing Date” means the date on which
the initial portion of the Loan (being up to U.S.$20,000,000 net of expenses)
is made, following satisfaction (or waiver) of the conditions precedent set
forth in Sections 3.1 and 3.3 of the ICBC Loan Agreement.


 


“ICBC
Loan” means the US$30,000,000 loan from ICBC
International Finance Ltd as lender to Lakes Invest Limited as borrower made
pursuant to the ICBC Loan Agreement.


 


“ICBC
Loan Agreement” means the US$30,000,000
loan facility agreement dated on or around the date hereof as between ICBC
International Finance Ltd as lender and Lakes Invest Limited as borrower.


 


“IPO” means an initial listing of all or any part of the share capital of the
Borrower on any recognised stock exchange or recognised market for trading
securities in any jurisdiction.


 


“Liabilities” means the Series A Investors’ Liabilities and the Lender
Liabilities.


 


1

















 


“Lender
Liabilities” means the due and
punctual payment and performance of all unpaid principal of and interest on the
Loan and all other obligations and liabilities of the Borrower to the Lender,
whether direct or indirect, absolute or contingent, due or to become due, or
now existing or hereafter incurred, which may arise under, out of, or in
connection with, the ICBC Loan, whether on account of principal, interest,
indemnities, costs, expenses or otherwise.


 


“London
Business Day” means any day on which
deposits of U.S. Dollars are transacted in the London Interbank Market.


 


“Maturity
Date” means the date falling six (6) months
after the Borrowing Date provided that in the event that the Borrower has not
completed an IPO by such date, the Maturity Date shall be automatically
extended to the first anniversary of the Borrowing Date, and provided further
that if the Borrower has completed an IPO within the 30 day period prior to
such first anniversary, the Maturity Date shall be 30 days after the completion
of the IPO.


 


“Second
Borrowing Date” means the date on which
the remaining portion of the Loan (being up to U.S.$10,000,000) is made,
following satisfaction or waiver of the conditions set forth in Sections 3.2
and 3.3 of the ICBC Loan Agreement.


 


“Series A
Investors” means each of JPMorgan Special Situations (Mauritius) Limited and
Intel Capital Corporation.


 


“Series A Investors
Discharge Date” means the date on which all Series A Investors’
Liabilities have been fully discharged.


 


“Series A Investors’
Liabilities” means any and all present and future sums,
liabilities and obligations owed by the Borrower to the Series A Investors
in respect of the obligations of performance of the Redemption Right (as
defined in Article 4.5(a) (i) of the Memorandum and Articles of
Association of the Borrower as amended and restated on or around the date
hereof).


 


2.                      ADVANCES


 


2.1                     Subject to the terms and conditions of this Agreement, the Lender agrees
to make a loan (in two portions) to the Borrower on up to two occasions during
the Availability Period in the amount of U.S.$30,000,000; the loan shall be
made available in U.S. Dollars (collectively, the “Loan”).


 


2.2                     The Lender shall make U.S.$20,000,000, comprising the initial portion of
the Loan, available to the Borrower in immediately available funds on the First
Borrowing Date.


 


2.3                     Subject to satisfaction of the conditions precedent described in Section 3.2
of the ICBC Loan Agreement, the Lender shall make U.S.$10,000,000, comprising
the remaining portion of the Loan, available to the Borrower in immediately
available funds on the Second Borrowing Date.


 


3.                      PURPOSE


 


The
Borrower may use the proceeds of the Loan for use in
expanding its manufacturing facilities and manufacturing lines and for other
general corporate purposes.


 


4.                      INTEREST


 


4.1                     The outstanding
principal amount of the Loan shall accrue interest from and including the
Borrowing Date to but excluding the maturity of the Loan (whether by
acceleration or otherwise) at a rate of 3.5 per. cent per annum.


 


2

















 


4.2                     Accrued
interest on the outstanding principal amount of the Loan shall be payable in
U.S. Dollars quarterly in arrears from the Borrowing Date, on any prepayment
prior to maturity (on the amount so prepaid), at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand.


 


4.3                     Interest on the
Loan shall be calculated on the basis of a 365-day year for the actual days
elapsed.


 


5.                      REPAYMENT


 


5.1                     The aggregate unpaid principal amount of the Loan shall be due and
payable on the Maturity Date. The Borrower shall make the repayment by transfer
into an account designated in writing by the Lender.


 


5.2                     The Borrower shall have the right upon not less than one (1) Business
Day’s prior notice to the Lender in writing to prepay all or part of the
outstanding Loan, without any penalty or financing cost; provided that any optional
prepayment under this Section 5.2 shall require the prior written consent
of the Series A Investors Each prepayment shall be in a principal amount
equal to US$1,000,000 or an integral multiple of US$1,000,000, or in the full
outstanding amount of the Loan. Each notice of prepayment shall specify the
date and amount of such prepayment.


 


5.3                     Upon receipt by the Borrower of proceeds of an IPO, the Borrower shall
reserve an amount of the proceeds equal to an amount not less than the ICBC
Loan plus accrued interest thereon and shall not use such proceeds for any
purpose other than for the repayment of the Loan and the ICBC Loan in
accordance with Section 5.5.


 


5.4                     Each repayment of principal on the Loan shall be accompanied by payment
of the accrued and unpaid interest on the principal amount being prepaid
through the date of repayment.


 


5.5                     The Borrower shall, on behalf of the Lender, repay the outstanding ICBC
Loan in full directly to ICBC International Finance Ltd from the proceeds of
the IPO of the Borrower and such payment by the Borrower to ICBC International
Finance Ltd. shall be deemed to constitute the repayment of the outstanding
Loan in full by the Borrower to the Lender. Such repayment shall be made as
soon as practicable after the IPO date and, within any event, by 30 days of the
IPO date.


 


6.                      INDEMNITY


 


Subject
to Section 8, the Borrower indemnifies the Lender, and agrees to pay the
Lender on demand, in each case, to the extent that the Lender does not engage
in wilful misconduct, any amounts which the Lender is required to pay under
Sections 7.7 or 7.8 of the ICBC Loan Agreement to the extent the Lender has not
received funds from the Borrower to enable it to make such payment under
Sections 4 and 5 of this Agreement.


 


7.                      EVENTS OF DEFAULT


 


7.1       Each
of the following specified events shall constitute an Event of Default:


 


(a)   the
Borrower shall fail to pay when due any principal amount of the Loan;


 


(b)   any
Event of Default (as defined therein) shall have occurred under the ICBC Loan
Agreement and the lender thereunder shall have exercised its rights under Section 6.2
of the ICBC Loan Agreement;


 


3

















 


(c)   the
Borrower shall fail to pay its debts generally as they become due, or shall
admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be
instituted by or against the Borrower seeking to adjudicate it bankrupt or
insolvent, or seeking liquidation, winding up, reorganisation, arrangement,
adjustment, dissolution, composition, protection, relief, or composition of it
or its debts under any law relating to bankruptcy, reorganisation, insolvency
or moratorium law, or any other law or laws for the relief of, or relating to,
debtors or seeking the entry of an order for relief or the appointment of a
receiver, trustee, custodian or other similar official for it or for any
substantial part of its property, or make a general assignment for the benefit
of its creditors, or admit in writing its inability to pay its debts when they
become due and, with respect to any such proceeding instituted against the
Borrower, such proceeding shall not have been dismissed within forty-five (45)
days of its commencement; or the Borrower shall take any corporate action to
authorise any of the actions set forth in this paragraph 7.1(c).


 


7.2       Upon
occurrence of such Event of Default and at any time thereafter, if any Event of
Default shall then be continuing, the Lender may, upon written notice to the
Borrower:


 


(a) 
terminate its commitments hereunder;


 


(b) subject
to Section 8, declare all sums of interest and principal remaining on the
Loan and all other sums outstanding under or in respect of this Agreement to be
immediately due and payable, without notice of default, presentment or demand
for payment, protest or notice of nonpayment or dishonor, or other notices or
demands of any kind or character, all of which are hereby expressly waived by
the Borrower (but if an Event of Default as described in paragraph 7.2(c) occurs
all sums of interest and principal remaining on the Loan and all other sums
outstanding under or in respect of this Agreement are immediately due and
payable without any action by the Lender);


 


(c)   subject
to Section 8, exercise rights of set-off;


 


(d)   subject
to Section 8, proceed to enforce all other rights and remedies available
to the Lender under the applicable law.


 


8.                      SUBORDINATION


 


The Lender and the
Borrower agree that the Lenders Liabilities shall be subordinated in right of
payment to the Series A Investors’ Liabilities on the terms set forth in
Schedule 1 to this Agreement.


 


9.                      ASSIGNMENT


 


The
Lender may at any time transfer any of its rights and/or obligations under this
Agreement or in relation to any part of the loans with the consent of the
Borrower (such consent not to be unreasonably withheld).  The Borrower shall not transfer or novate any
of its rights and/or obligations under this Agreement without the prior written
consent of (i) the Lender; and (ii) the lender under the ICBC Loan
Agreement (such consent not to be unreasonably withheld).


 


10.               ARBITRATION


 


Any
dispute, controversy or claim arising out of or relating to this Agreement, or
the breach termination or invalidity thereof, shall be settled by arbitration
in the Hong Kong Special Administrative Region of the People’s Republic of
China under the Hong Kong International Arbitration Centre Administered
Arbitration Rules (the “Rules”) in force when the Notice of Arbitration
(as defined by the Rules) is submitted in accordance with these Rules. The
number of arbitrators shall be three and the arbitration proceedings shall be
conducted in English.


 


4

















 


11.               COUNTERPARTS


 


This
Agreement may be executed in any number of counterparts and by each of the
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and both of which when taken together shall
constitute one and the same agreement.


 


12.               GOVERNING LAW


 


This Agreement shall be governed by, and construed
under, the laws of the State of New York.


 


5

















 


SCHEDULE 1


 


SUBORDINATION TERMS


 


RECITALS:


 


A.            Pursuant to a series A
preferred share purchase agreement dated September 26, 2008 (the “Share Purchase Agreement”) made among the Borrower, the HK
Off-Shore Company, the PRC On-Shore Company, the Series A Investors and
certain other parties thereto, the Series A Investors, severally but not
jointly, purchased certain Series A Preferred Shares issued by Trony
Cayman in accordance with terms and conditions of the Share Purchase Agreement.


 


B.            Pursuant to the Borrower’s
Amended and Restated Memorandum and Articles of Association adopted at the
closing of the Share Purchase Agreement (as amended on or around the date
hereof, the “Restated Articles”), the Series A
Investors have a right to redeem the Series A Preferred Shares upon the
occurrence of certain events.


 


C.            The Lender and ICBC
International Finance Limited (“ICBC”) entered
into a loan agreement (the “ICBC Loan Agreement”)
dated October 02, 2009 whereby ICBC has agreed to make loans of up to
US$30,000,000 in aggregate principal amount to the Lender (the “ICBC Loan”).


 


E.             The Lender and the Borrower
have entered into a shareholder loan agreement (to which this Schedule is
attached) (the “Shareholder Loan Agreement”)
pursuant to which the Lender has agreed to on-lend the proceeds of the ICBC
Loan to the Borrower by way of a shareholder loan (the “Shareholder
Loan”).


 


1.                                       DEFINED
TERMS AND INTERPRETATION


 


1.1           Definitions


 


In this Schedule (including the recitals above), unless the context
requires otherwise:


 


(a) all capitalized terms used herein without definition shall
have the meanings assigned thereto in the Shareholder Loan Agreement; and


 


(b) the
following terms have the meanings set out below:


 


“Redemption Stop Notice” has the
meaning given to it in Section 2.3(b).


 


“Redemption Stop Period” means the
period commencing on the date of service of the Redemption Stop Notice and ending
on the earlier of: (i) the date falling 60 days thereafter; (ii) the
date on which the Series A Investors notify the Borrower that the
Redemption Right will not be exercised in relation to the Redemption Triggering
Event (as defined in the Restated Articles) specified in the relevant
Redemption Stop Notice; and (iii) the Termination Date.


 


“Senior Default Period” means the
period commencing upon the exercise by any Series A Investor of the
Redemption Right (as defined in the Restated Articles) and ending on the
Termination Date.


 


“Senior Obligations” means all
debts, liabilities and obligations of the Borrower to the Series A
Investors in respect of the Redemption Right (as defined in the Restated
Articles), whether or not triggered or exercised.


 


6

















 


“Security” means
any charge, mortgage, pledge, lien, guarantee, indemnity security interest or
other similar encumbrance.


 


“Subordinated Indebtedness”
means all rights and benefit, present and future, actual or contingent, of any
nature which the Lender has against, or is owed by, the Borrower under the
Shareholder Loan Agreement, including the right to receive, demand, sue for and
recover for any monies due to the Lender from the Borrower under the Shareholder
Loan Agreement and any other documents entered into in connection therewith.


 


“Termination Date”
has the meaning given to it in Section 4.


 


1.2                                 Interpretation


 


In this Schedule, unless the context requires otherwise, references to
statutory provisions shall be construed as references to those provisions as
replaced, amended, modified or re-enacted from time to time; words importing
the singular include the plural and vice versa and
words importing a gender include every gender; references to this Schedule or
any other document shall be construed as references to such document as the
same may be amended, supplemented or novated from time to time. Unless
otherwise stated, references to Sections are to sections of this Schedule.  Section headings are inserted for
reference only and shall be ignored in construing this Schedule.


 


2.                                       SUBORDINATION
OF INDEBTEDNESS


 


2.1           Subordination


 


In consideration of the Series A Investors
agreeing to consent to the Lender and the Borrower entering into the
Shareholder Loan Agreement and the Borrower borrowing the Shareholder Loan, the
Lender and the Borrower agree that so long as the Senior Obligations, or any
part thereof, remains outstanding:


 


(a) the Borrower will not make, and the Lender
will not receive, any payment (whether of interest, principal, indemnity or
otherwise) under the Shareholder Loan Agreement during any Senior Default
Period;


 


(b) The Borrower will not make, and the Lender
will not receive, any payment (whether of principal, interest or otherwise)
under the Shareholder Loan Agreement during a Redemption Stop Period.


 


(c) in the event the Lender receives any monies
in respect of the Shareholder Loan during a Senior Default Period or during a
Redemption Stop Period, it irrevocably and unconditionally undertakes to remit
to the Series A Investors (or in accordance with their written directions)
any and all such monies immediately upon receipt of the same;


 


(d) the Subordinated Indebtedness is and shall
remain unsecured by any Security; and is not, and shall not become capable of
being, subject to any right of set-off or counterclaim;


 


(e) the Borrower and the Lender shall not
increase the rate of interest applicable to the Shareholder Loan or increase
any other amount payable under the Shareholder Loan or amend the terms of the
Shareholder Loan or this Agreement in any manner adverse to the Series A
Investors, nor assign or transfer any or all of their respective rights and
obligations under the Shareholder Loan Agreement, without the prior written
consent of the Series A Investors; and


 


7

















 


(f) the Borrower shall not prepay the
Shareholder Loan (except where such prepayment is made with the proceeds of an
IPO) without prior written consent of each of the Series A Investors.


 


2.2           Proceedings for
the Winding-up of the Borrower


 


In any proceedings for the compulsory or voluntary winding-up,
liquidation or dissolution of the Borrower (or any proceedings analogous
thereto):


 


(a) the Series A Investors shall be entitled to receive
payment in full of the Senior Obligations before the Lender shall be entitled
to receive any payment on account of the Subordinated Indebtedness or any part
thereof; and


 


(b) the Lender agrees that it will prove for the full amount of
its claims in respect of the Subordinated Indebtedness and that any amounts
payable to it in respect of the Subordinated Indebtedness shall be applied in
accordance with Section 2.1(b) until the whole of the Senior
Obligations shall have been discharged and the remaining balance (if any) may
be applied towards payment of the amounts owing to the Lender in respect of the
Subordinated Indebtedness.


 


2.3           Notice of Senior Default or
Redemption Event


 


(a) The Borrower shall notify the Lender of any outstanding Senior
Default promptly on becoming aware of its occurrence.


 


(b) On the occurrence of a Redemption Triggering Event, the
Borrower shall serve a notice on the Lender specifying such Redemption
Triggering Event (a “Redemption Stop Notice”),
promptly on becoming aware of such event; provided that the serving of the
default notice by the Lender to the Borrower pursuant to Section 7.2(b) of
the Shareholder Loan Agreement shall be deemed a Redemption Stop Notice for the
purposes of these subordination terms; provided further that any Series A
Investor may also serve a Redemption Event Notice to the Lender for the
purposes hereunder if a Redemption Event Notice has not been served by the
Borrower to the Lender.


 


3.                                       PROTECTION
OF SUBORDINATION


 


3.1           Continuing Subordination


 


The
subordination and payment undertaking provisions in this Schedule shall:


 


(a) remain
in full force and effect by way of continuing subordination;


 


(b) not
be affected in any way by any settlement of account or any other matter or
thing until the Termination Date; and


 


(c) apply notwithstanding any
other agreement between the Lender and the Borrower (whether present or future)
and prevail over any such agreement to the extent of any inconsistency.


 


3.2           Subordination Unaffected


 


The
subordination in this Schedule and the obligations of the Lender and the
Borrower hereunder will not be affected by any act, omission, matter or thing
which, but for this provision, would reduce, release or prejudice the
subordination or any of those obligations. 
This includes:


 


8

















 


(a) any
time or waiver granted to, or composition with, the Lender, the Borrower or any
other person;


 


(b) any
release of any person under the terms of any composition or arrangement;


 


(c) the
taking, variation, compromise, exchange, renewal or release of, or refusal or
neglect to perfect, take up or enforce, any rights against, or security over
assets of, the Lender, the Borrower or any other person;


 


(d) any
non-presentation or non-observance of any formality or other requirement in
respect of any instrument or any failure to realize the full value of any other
Security;


 


(e) any
incapacity or lack of power, authority or legal personality of or dissolution
or change in the members or status of the Lender, the Borrower or any other
person;


 


(f) any
variation (however fundamental) or replacement of the Share Purchase Agreement,
the Restated Articles, or the Shareholder Loan Agreement, or any other document
or security so that references to that document in this Schedule shall include
each variation or replacement;


 


(g) any
unenforceability, illegality or invalidity of any obligation of any person
under the Share Purchase Agreement, the Restated Articles, or the Shareholder
Loan Agreement or any other document or security, to the intent that the
obligations of the parties hereto shall remain in full force, and this Schedule
be construed accordingly, as if there were no unenforceability, illegality or
invalidity; or


 


(h) any
postponement, discharge, reduction, non-provability or other similar
circumstance affecting any obligation of the Lender, the Borrower or any other
person under the Share Purchase Agreement, the Restated Articles, or the
Shareholder Loan Agreement, or any other document or security resulting from
any insolvency, liquidation or dissolution proceedings or from any law,
regulation or order so that each such obligation shall for the purposes of the
obligations of the parties hereunder be construed as if there were no such
circumstance.


 


4.                                       TERMINATION


 


At such time as the Senior Obligations are paid in
full in accordance with the provisions of the Share Purchase Agreement, the
Restated Articles (the “Termination Date”),
the subordination provisions of this Schedule shall terminate.


 


5.                                       FURTHER
ASSURANCES


 


5.1           The Lender and Borrower
further agree to:


 


(a) execute such affidavits and certificates as the Series A
Investors shall reasonably require to further evidence the agreements herein
contained; and


 


(b) co-operate with the Series A Investors or its representatives
in relation to any matter contemplated by this Agreement.


 


6.                                       THIRD
PARTY BENEFICIARY


 


Each Series A Investor shall be a third party
beneficiary for all purposes under this Schedule and all relevant provisions of
the Agreement that benefit the Series A Investors.  Prior to the Termination Date, each Series A
Investor may exercise, as an independent right of enforcement, any right or
remedy that the Lender, the Borrower or ICBC may have due to any 


 


9

















 


breach or default by the Lender or the Borrower of
the terms of this Schedule or other terms of the Agreement that benefit the Series A
Investors.


 


7.                                       RELIANCE BY SERIES A INVESTORS ON SUBORDINATION
PROVISIONS


 


The Lender acknowledges and agrees, that the
foregoing subordination provisions and all relevant provisions in this
Agreement that benefit the Series A Investors are, and are intended to be,
an inducement and a consideration to the Series A Investors agreeing to
consent to the Lender and the Borrower entering into the Shareholder Loan
Agreement and the Borrower borrowing the Shareholder Loan and to the Series A
Investors continuing to hold the Senior Obligations and each Series A
Investor shall be deemed conclusively to have relied on such subordination
provisions and such other provisions in this Agreement that benefit the Series A
Investors in granting such consent and continuing to hold such Senior
Obligations.


 


10

















 


IN
WITNESS WHEREOF, this agreement is executed
by the duly authorized representatives of each party on 02 October 2009


 


	
  Lender:

  	
   

  	
  Borrower:

  
	
   

  	
   

  	
   

  
	
  LAKES
  INVEST LIMITED

  	
   

  	
  TRONY
  SOLAR HOLDINGS COMPANY LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Li
  Yi

  	
   

  	
  Name:

  	
  Li
  Yi

  
	
  Title:

  	
  Director

  	
   

  	
  Title:

  	
  Director

  



 


[Signature page Shareholder Loan]


 


11