EXHIBIT
10.5


 


Loan
Agreement


 


By
and between


 


The
Shareholder of Shenzhen CCPower Corporation


(“Borrower”)


 


and


 


Shenzhen
CCPower Investment Consulting Co., Ltd.


(“Lender”)


 


August
25, 2016


 




    	 



    	 



    

 


Loan
Agreement


 


This
Loan Agreement (“this Agreement”) is executed by and among the following Parties on August 25, 2016.


 


		(1)	Shareholder
                                         of Shenzhen CCPower Corporation (hereinafter as “Borrower”), as follows:



 


	Name
    of the Shareholder	 	Shareholding
    Ratio (%)	 	 	Contribution	 	 	ID
    Card No.	 
	Wei
    Zhixiong	 	 	100	%	 	 	10,000,000	 	 	 	430524197303182439	 



 


and




 


		(2)	Shenzhen
                                         CCPower Investment Consulting Co., Ltd. (hereinafter called the “Lender”),
                                         a wholly foreign owned enterprise registered in China with its registered address at
                                         1705, Tower A, Haisong Building, Tairan 9 Road, Chegongmiao, Futian District,
                                         Shenzhen, PRC; . It’s legal representative is Renyan GE. 



 


(Borrower
and Lender are collectively called “the Parties” or “each Party” or “a Party”
respectively.) 


 


WHEREAS:


 


		(1)	Borrower
                                         holds 100% of the Equity Interests in Shenzhen CCPower Corporation (the “Company”);
	 	 	 



		(2)	Lender
                                         is a wholly foreign owned enterprises incorporated in Shenzhen in accordance with the
                                         laws of People’s Republic of China;
	 	 	 
	 	(3)	Borrower
                                         desires to borrow from Lender for the operations of the Company by pledging his equity
                                         in the Company to Lender as the guaranty hereof, and Lender agrees to provide such loan
                                         to Borrower.






 


NOW,
THEREFORE, The Parties made and entered into this Agreement with respect to the Loan hereunder through friendly negotiation
as follows:


 


		1.	Definitions



 


Except
provided otherwise, the terms under this Agreement shall mean:


 


		1.1	“Assets
                                         Transfer” refers to the assignment of the Company’s assets to Lender
                                         or its designated third party in accordance with the provisions of the exclusive purchase
                                         option agreement (the “Exclusive Purchase Option Agreement”) executed
                                         on the execution date of this Agreement;



 


	1.2		“Company”
                                         refers to Shenzhen CCPower Corporation, a domestic company which is incorporated and
                                         validly existing under the PRC Laws, its business license No. is 9144030074663507X7,
                                         and its registered address is 1705, Tower A, Haisong Building, Tairan 9 Road,Chegongmiao,
                                         Futian District, Shenzhen;



 


		1.3	“Equity”
                                         or “Equity Interests” refers to one hundred percent (100%) of the
                                         equity interests in the Company owned by Borrower;



 




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		1.4	“Equity
                                         Transfer” refers to the assignment of Company’s Equity Interests held
                                         by Borrower to Lender or its designated third party in accordance with the provisions
                                         of the Exclusive Purchase Option Agreement;



 


		1.5	“Loan”
                                         refers to the Total Principal loaned to Borrower by Lender in accordance with Article
                                         2 hereunder;



 


		1.6	“PRC”
                                         refers to the People’s Republic of China, for the purpose of this Agreement, excluding
                                         the Hong Kong Special Administrative Region, Macao Special Administrative Region and
                                         Taiwan Province;



 


		1.7	“PRC
                                         Laws” refers to all PRC laws, administrative regulations and government rules
                                         in effect now or as they may be modified throughout the term of this Agreement;



 


		1.8	“RMB”
                                         refers to the legal currency within the PRC;



 


		1.9	“Shareholder”
                                         or “Borrower” refers to the owner of the Equity Interests in the Company.



 


		2.	The
                                         Total Loan Amount 



 


The
total principal of the Loan hereunder is 10,000,000 RMB (“Total Principal”).


 


		3.	Term
                                         of the Loan



 


Unless
otherwise provided, the term of Loan shall commence upon the obtaining of the Loan by Borrower and expire when the Loan is completely
repaid by Borrower in accordance with the provisions of Article 6 hereunder or expressly waived in writing by Lender.


 


		4.	Loan
                                         Usage



 


		4.1	The
                                         Total Principal of the Loan provided hereunder shall be used by Borrower for the operations
                                         of the Company, and Borrower shall in no event change the usage without the prior written
                                         consent by Lender. Borrower hereby covenants and agrees to contribute, within two (2)
                                         working days immediately following the funding of the Loan, the Total Principal of the
                                         Loan to the bank account of the Company.



 


		5.	Loan
                                         Interest 



 


		5.1	Except
                                         as provided in Section 5.2 hereunder, the Loan hereunder shall be interest-free.



 


		5.2	When
                                         the Equity Transfer or the Assets Transfer set forth in the Article 6 hereof takes
                                         place and if the deemed value of the consideration of Equity Transfer or consideration
                                         of Assets Transfer in accordance with Article 6 hereof is higher than the Total
                                         Principal due to the requirement by the then applicable law or any other reason, the
                                         excess shall be deemed to be interest on the Loan (the “Interest”)
                                         to the maximum extent being permitted by the PRC Laws, and shall be repaid to Lender
                                         by Borrower together with the Total Principal pursuant to the consideration of Equity
                                         Transfer or consideration of Assets Transfer, as the case may be, in accordance with
                                         Article 6 hereof. Borrower further agrees to handle the balance in excess of the
                                         permitted Interest according to Lender’s instruction. 



 




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		6.	Repayment



 


		6.1	The
                                         Loan shall become due and payable upon request of Lender after the completion of the
                                         Equity transfer or the Assets transfer. Lender shall be entitled to demand the repayment
                                         at any time by the delivery of a written notice of demand for repayment sent by Lender
                                         to Borrower (“Repayment Notice”). The Repayment Notice shall indicate
                                         Lender’s election for the Loan to be repaid by way of the consideration of Equity
                                         Transfer or consideration of Assets Transfer in accordance with Section 6.3, or
                                         by other manner set forth in the Repayment Notice.



 


		6.2	Repayment
                                         Notice shall indicate the terms and conditions for repayment of the Loan (“Repayment
                                         Terms”).



 


		6.3	Except
                                         as provided otherwise by Repayment Notice, Borrower shall repay the Loan to Lender in
                                         accordance with the following provisions:



 


		6.3.1	In
                                         the event of an Equity Transfer under the Exclusive Purchase Option Agreement, the Loan
                                         shall be repaid in full by way of Borrower’ payment to Lender of the consideration
                                         of Equity Transfer paid by Lender to Borrower, net of any tax paid by the Shareholder
                                         on such consideration (the “Consideration of Equity Transfer”) (If
                                         the deemed value of the Consideration of Equity Transfer is higher than the Total Principal,
                                         the excess shall be deemed to be Interests of the Loan to the maximum extent being permitted
                                         by PRC Laws. Borrower further agrees to handle the balance in excess of the permitted
                                         Interest according to Lender’s instruction);



 


		6.3.2	In
                                         the event of an Assets Transfer, the Loan shall be repaid in full by way of Borrower’
                                         payment to Lender of his allocable portion, to the maximum extent as permitted by PRC
                                         Laws, of the consideration paid by Lender to the Company for the Assets Transfer, net
                                         of any tax paid by the Company or the Shareholder on such consideration (the “Consideration
                                         of Assets Transfer”) (If the deemed value of the Consideration of Assets Transfer
                                         is higher than the Total Principal, the excess shall be deemed to be Interest on the
                                         Loan to the maximum extent being permitted by PRC Laws. Borrower further agrees to handle
                                         the balance in excess of the permitted Interest according to Lender’s instruction);



 


		6.4	If
                                         the deemed value of the Consideration of Equity Transfer or Assets Transfer is lower
                                         than the Total Principal under this Agreement, Borrower shall be exempted from the shortfall
                                         repayment obligation.



 




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		7.	Conditions
                                         for Granting of the Loan



 


		7.1	Lender
                                         shall grant the Loan immediately following the receipt of the written evidence which
                                         proves that the Parties have fulfilled all the following conditions hereof (or subject
                                         to any waiver by Lender of any conditions as follows):



 


		7.1.1	Lender
                                         has obtained all of the required licenses, permits, approvals and registrations to open
                                         its capital account and current bank accounts and has commenced its business; 



 


		7.1.2	Borrower
                                         has signed the Equity Pledge Agreement set forth in Article 9 hereof; and



 


		7.1.3	The
                                         warranties and undertakings made by Borrower in Article 8 hereof shall be true,
                                         correct and complete in all aspects when made, and shall be true, correct and complete
                                         in all aspects during the term of the Loan. 



 


		7.2	Borrower
                                         shall cause the Total Principal amount to be transferred directly to the Company’s
                                         bank account for the operations of the Company.



 


		8.	Borrower’s
                                         Warranties and Undertakings



 


		8.1	Borrower
                                         hereby represents and warrants to Lender that, as of the execution date of this Agreement:



 


		8.1.1	Borrower
                                         legally holds one hundred percent (100%) of the Equity Interests in the Company and there
                                         are no other options, warrants, rights, agreements or understandings by which any person
                                         has a right or claim to acquire from the Company or from Borrower any equity interest
                                         in the Company;



 


		8.1.2	Except
                                         as otherwise provided in the Equity Pledge Agreement and Exclusive Purchase Option Agreement,
                                         there is no pledge or other forms of encumbrances or claims on the Equity Interests;



 


		8.1.3	There
                                         are no material debts which adversely affect the Loan borrowed by Borrower from Lender;



 


		8.1.4	Borrower
                                         has obtained all the necessary written approvals and authorizations from every relevant
                                         third party, if any, with respect to Borrower’ execution and implementation of
                                         this Agreement; and



 


		8.1.5	Execution
                                         of this Agreement by Borrower shall not constitute any breach of the Article of Associations
                                         of the Company.



 


		8.2	Borrower
                                         undertakes, and will also cause the Company to undertake, the followings:



 


		8.2.1	Except
                                         as otherwise provided in the Equity Pledge Agreement and Exclusive Purchase Option Agreement
                                         and other agreements signed among Borrower, the Company and the Lender, without Lender’s
                                         prior written consent, Borrower and Company shall not transfer, sell, mortgage or otherwise
                                         dispose of or encumber any assets or incomes of the Company;



 




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		8.2.2	Without
                                         Lender’s prior written consent, Borrower shall not engage in any business or operation
                                         which is in competition with the Company, the Company’s owned or controlled subsidiaries
                                         and Lender, nor shall Borrower invest in or work for any company or entity which is in
                                         competition with the Company, the Company’s owned or controlled subsidiaries, or
                                         Lender;



 


		8.2.3	Without
                                         Lender’s prior written consent, Borrower shall not take action to supplement or
                                         amend the Articles of Association of the Company, nor to increase or decrease the registered
                                         capital or change the shareholding structure of the Company in any manner;



 


		8.2.4	Without
                                         Lender’s prior written consent, Borrower or the Company shall not take action to,
                                         and shall prevent the Company from taking action to approve, cause or allow the dissolution,
                                         liquidation or change of legal form of the Company or any of its owned and controlled
                                         subsidiaries; 



 


		8.2.5	Without
                                         Lender’s prior written consent, the shareholder’s meeting of the Company
                                         shall not approve, cause or allow any profit distribution proposal, nor shall Borrower
                                         accept such distributed dividends; at Lender’s request, Borrower shall promptly
                                         convene the shareholder’s meeting of the Company for the purpose of allocating
                                         the Company’s distributable profits, approve for the profit distribution proposal,
                                         which has been approved by Lender in writing in advance, and accept such distributed
                                         dividends;



 


		8.2.6	At
                                         Lender’s request, Borrower shall provide Lender with all information regarding
                                         the Company’s business operation and financial condition;



 


		8.2.7	Without
                                         Lender’s prior written consent, Borrower shall not incur or succeed to any debts
                                         or liabilities which may adversely affect his Equity Interests;



 


		8.2.8	Borrower
                                         shall appoint, and appoint only, the candidates nominated by Lender to the board of directors
                                         and supervisor office of the Company, and shall not replace such candidates without Lender’s
                                         written consent;



 


		8.2.9	Except
                                         as Lender may otherwise consent in writing in advance, Borrower shall not cause the Company
                                         shareholder’ meeting and the board of directors to approve any establishment of
                                         new subsidiary, any acquisition by, any consolidation with, or any investment in any
                                         third party;



 


		8.2.10	Borrower
                                         shall promptly notify Lender of any pending or threatened lawsuit, arbitration or administrative
                                         disputes which involve the assets, business or incomes of the Company; and make every
                                         effort to take action to resolve such lawsuit, arbitration or administrative disputes
                                         for safeguarding the legal rights and interests of the Company;



 


		8.2.11	Without
                                         Lender’s prior written consent, Borrower shall not take action to approve, cause
                                         or allow any conduct that could materially affect the Company’s assets, business
                                         or liabilities; and



 


		8.2.12	Borrower
                                         shall strictly comply with the provisions of this Agreement, and effectively perform
                                         its obligations hereunder, and shall be prohibited from committing any conduct which
                                         may affect the validity or enforceability of this Agreement.



 




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		9.	Guaranty
                                         of the Loan



 


To
secure the repayment of the Loan hereunder, Borrower agrees to pledge all his Equity Interests in the Company to Lender, and all
Parties agree to execute the Equity Pledge Agreement with respect thereto. 


 


		10.	Tax
                                         and Expense



 


		10.1	The
                                         Parties shall pay their respective taxes and expenses in relation to the execution and
                                         performance hereof in accordance with the PRC Laws. Borrower may charge his taxes and
                                         expenses in relation to the execution and performance hereof to the Company, upon Lender’s
                                         prior approval. 



 


		10.2	Lender
                                         shall pay the taxes and expenses in accordance with Section 6.4 hereof (if applicable).



 


		11.	Assignment
                                         of Agreement 



 


		11.1	Borrower
                                         shall not transfer any or all of his rights and obligations under this Agreement to any
                                         third party without the prior written consent of Lender.



 


		11.2	The
                                         Parties agree that Lender shall be allowed, at its own discretion, to transfer any or
                                         all of its rights and obligations under this Agreement to any third party upon the delivery
                                         of a five (5)–day written notice to Borrower.



 


		12.	Liabilities
                                         and Indemnities for Breach of this Agreement 



 


		12.1	If
                                         Borrower fails to use the Loan in compliance with the terms and conditions of this Agreement,
                                         Lender may require Borrower to promptly repay the unduly used part.



 


		12.2	If
                                         Borrower breaches any warranty or undertaking as provided in Article 8 or other
                                         provisions under this Agreement hereof, or the Company breaches any provisions provided
                                         in the Technology Service Agreement, Consigned Management and Service Agreement or Exclusive
                                         Purchase Option Agreement or other agreements signed among Borrower, the Company and
                                         Lender, and fail to redress such breach within fifteen (15) days upon receipt of the
                                         written notice from Lender, Lender shall be entitled to request Borrower to repay the
                                         granted Loan immediately. 



 


		12.3	If
                                         Borrower fails to repay the Loan in compliance with the terms and conditions of this
                                         Agreement, Borrower should pay a damage of 0.03% of the unpaid part of the repayable
                                         Loan on each day of delay to Lender. If the repayment is delayed for more than fifteen
                                         (15) days, Lender is entitled to foreclose its equity pledge rights in accordance with
                                         the Equity Pledge Agreement. 



 


	13.		Effectiveness,
                                         Modification and Cancellation



 


	13.1		This
                                         Agreement shall take effect on the date of execution hereof by the Parties.





 


		13.2	The
                                         modification of or amendment to this Agreement shall not be effective without written
                                         agreement of the Parties through the negotiation.



 




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		13.3	This
                                         Agreement shall not be terminated or canceled without written agreement through negotiation,
                                         provided Lender may, by delivering a thirty (30)-day prior notice to Borrower hereto,
                                         terminate this Agreement.



 


		13.4	Unless
                                         Lender fails to grant the Loan as required hereunder after the satisfaction of all conditions
                                         as set forth in Section 7.1 hereunder by Borrower, Borrower shall not be entitled
                                         to unilaterally terminate this Agreement.



 


		14.	Confidentiality



 


		14.1	The
                                         negotiation, execution and articles of this Agreement and any information, documents,
                                         data and all other materials (herein “Confidential Information”) arising
                                         out of the implementation of this Agreement, shall be kept in strict confidential by
                                         the Parties. Without the written approval by the other Parties, neither of the Parties
                                         shall disclose to any third parties any Confidential Information, but the following shall
                                         not be considered to be “Confidential Information”:



 


		(1)	The
                                         materials that are known by the general public (but not including the materials disclosed
                                         by a party receiving the materials in breach of this Agreement); or
	 	 	 



		(2)	The
                                         materials required to be disclosed subject to the applicable laws or the rules or provisions
                                         of any stock exchange.



 


The
materials disclosed by each Party to its legal or financial consultants relating to the transactions under this Agreement, provided
the legal or financial consultants shall comply with the confidentiality set forth in this Section. The disclosure of the confidential
materials by staff or employed institution of any Party shall be deemed as the disclosure of such materials by such Party, and
such Party shall bear the liabilities for breaching the contract.


 


		14.2	This
                                         Article shall survive whatever this Agreement is invalid, amended, revoked, terminated
                                         or unable to implement by any reason. 



 


		15.	Force
                                         Majeure



 


		15.1	“Force
                                         Majeure” refers that any event that could not be foreseen, and could not be
                                         avoided and overcome, which includes among other things, but without limitation, acts
                                         of nature (such as earthquake, flood or fire), government acts, strikes or riots;. 



 


		15.2	If
                                         an event of Force Majeure occurs, any of the Parties who is prevented from performing
                                         its obligations under this Agreement by an event of Force Majeure shall notify the other
                                         Party without delay and within fifteen (15) days of the event provide detailed information
                                         about and notarized documents evidencing the event and take appropriate means to minimize
                                         or remove the negative effects of Force Majeure on the other Party, and shall not assume
                                         the liabilities for breaching this Agreement. While the Force Majeure is continuing,
                                         the Party alleging breach may suspend his performance. The Parties shall keep on performing
                                         this Agreement after the event of Force Majeure disappears.



 




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	16.		Governing
                                         Law and Dispute Resolution



 


	16.1		The
                                         effectiveness, interpretation, implementation and dispute-resolution related to this
                                         Agreement shall be governed under PRC Laws.





 


		16.2	Any
                                         dispute arising out of this Agreement shall be resolved by Parties through mutual negotiation.
                                         If Parties could not reach an agreement within thirty (30) days since the dispute is
                                         brought forward, any Party may submit the dispute to China International Economic and
                                         Trade Arbitration Commission in Beijing for arbitration under its applicable rules, the
                                         language of arbitration proceedings shall be English. The arbitration award should be
                                         final and binding upon both parties.



 


		16.3	During
                                         the process of dispute-resolution, Parties shall continue to perform other terms under
                                         this Agreement, except for provision of dispute resolution.



 


		17.	Miscellaneous
                                         



 


		17.1	The
                                         Parties acknowledge that this Agreement constitutes the entire agreement of the Parties
                                         with respect to the subject matters therein and supersedes and replaces all prior or
                                         contemporaneous oral or written agreements and understandings. 



 


		17.2	This
                                         Agreement shall bind and benefit the successor of each Party and the transferee permitted
                                         hereunder with the same rights and obligations as if the original parties hereof.



 


		17.3	Any
                                         notice required to be given or delivered to the Parties hereunder shall be in writing
                                         and delivered to the address as indicated below or such other address or as such party
                                         may designate, in writing, from time to time. All notices shall be deemed to have been
                                         given or delivered upon by personal delivery, fax and registered mail. It shall be deemed
                                         to be delivered upon: (1) registered air mail: five (5) business days after deposit in
                                         the mail; (2) personal delivery or by fax: two (2) business days after transmission.
                                         If the notice is delivered by fax, it should be confirmed by original through registered
                                         air mail or personal delivery:



 


Borrower:
Wei Zhixiong


Address:
1705, Tower A, Haisong Building, Tairan 9 Road,Chegongmiao, Futian District, Shenzhen;


Tel:
0755-8348-7878


Fax:
0755-8348-7881


 


Lender:
Shenzhen CCPower Investment Consulting Co., Ltd.


Contact
person: Renyan GE


Address:
1705, Tower A, Haisong Building, Tairan 9 Road, Chegongmiao, Futian District, Shenzhen, PRC;


Tel:
136-3266-8228


 




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		17.4	If
                                         any provision of this Agreement shall be invalid, illegal or unenforceable, the validity,
                                         legality and enforceability of the remaining portions shall not in any way be affected
                                         or impaired thereby. In such event, the Parties shall use best efforts to negotiate,
                                         in good faith, a substitute, valid and enforceable provision or agreement which effects
                                         the Parties original intention to the largest extent. 



 


		17.5	This
                                         Agreement shall be executed in English and Chinese language versions, each of which shall
                                         have equal validity. However, in the event of any inconsistency between the two, the
                                         English language version shall govern and control.



 


		17.6	This
                                         Agreement is executed in two (2) copies with each of the person signing this Agreement
                                         holding one copy. Each of copy shall be equally valid and authentic.



 




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IN
WITNESS THEREFORE, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.


 


For
and on behalf of


 


Borrower:


 


Shareholder
of Shenzhen CCPower Corporation 


 


	Wei
    Zhixiong:	/s/
    Wei Zhixiong	 


 


Lender:



 


Shenzhen
CCPower Investment Consulting Co., Ltd. 


 


	Legal
    Representative:	Renyan
    GE	 
	 	 	 
	Signature
    & Seal: 	/s/
    Renyan Ge	 


 




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