EXHIBIT
10.5


 


Loan
Agreement


 


This
Agreement is signed and entered in on 26 January, 2015 in Suite 2201, 22/F Malaysia Building, 50 Gloucester Road, Wanchai, Hong
Kong (the “Agreement”).


 


BETWEEN:

 


		-	CGN
                                         Nanotech Limited (中国光能有限公司),
                                         a Hong Kong Limited company with its company incorporation No: 2136500; (hereinafter
                                         referred to as “Party A”)



  


And


  


		-	Dongguan
                                         Light Power New Energy S&T Co., Ltd (东莞市光能新能源科技有限公司),
                                         a China Limited company with its address at 3/F, Gosun Technology Building, Nancheng
                                         District, Dongguan City, Guangdong Province. China and its company incorporation No:
                                         441900000765901. (hereinafter referred to as “Party B”)



 


WHEREAS:


 


Party
A agrees to lend or provide a loan to Party B, and Party B agrees to borrow from Party A, a sum of money for the purposes of business
development and working capital operation, in accordance with and subject to the terms and conditions under the Agreement.


 


The
following Agreements have been reached by and between both parties based on the principles of equality and mutual benefits via
friendly negotiation:


 


	1.	Amount of
    Loan


  


	1.1	Party A agrees
    to lend/provide a short-term loan in the amount of USD200,000 to Party B subject to the terms and conditions under the Agreement
    (hereinafter referred to as “short-term loan”).


  


	2.	Use of Loan


  


	2.1	Party
                           B shall use the short-term loan for business development, working capital and any other application
                           of this short-term loan shall obtain earlier written consent from Party A. 

	 	 
	3.

        
	Interest of Loan
	 	 
	3.1	The short-term loan under
    this Agreement is 8% per annum. The interest shall be paid annually.





 


	4.	Life of
    Loan


 


	4.1	The life of
    the short-term loan prescribed under the Agreement shall be 1 years from the date when this Agreement is signed.
	 	 
	4.2	

        A
        certificate of indebtedness or a loan voucher is an integral part of this Agreement. The date of advance and payment due
        date shall follow the date specified on the certificate of indebtedness or loan voucher . Where there is any inconsistency
        between the stipulations on the certificate of indebtedness or loan voucher and the Terms and Conditions on this Agreement
        except date, the latter shall prevail.

	 	 
	4.3	Party
        B agrees that Party A shall have the right to, at its own discretion, shorten or extend the life of loan with reference
        to the real situation. If it happens, Party A has to notice Party B one month in advance. Otherwise, the interest accrued
        in the month will be discounted by 50%.

        




 






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	5.	Payment
    Method


 


	5.1	Party A shall
    transfer the short-term loan amount via bank to Party B’s designated account. Party B shall also transfer the interest
    via bank to Party A’s designated account.


 


	6.	Rights and
    obligations of both parties


 


	6.1	Party B may
    use the short-term loan amount only for business development and working capital purpose. Any purposes other than those mentioned
    in this Agreement shall obtain written consent from Party A. Otherwise; Party A has the rights to request Party B to repay
    the short-term loan and interest accrued immediately, in addition to penalty charge up to 50% of short-term loan.
	 	 
	6.2 
        

        

        

        
	

        Party
        A has the rights to request Party B to repay the short-term loan and interest accrued immediately if there is an event
        which affect, or potentially affect, Party B loan repayment capacity. Party B has the obligations to follow the request
        by Party A.

	 	 
	6.3	Party A has the obligations
    to transfer the short-term loan to Party B within 15 days after this Agreement has signed.


 


	6.4	Both parties
    may via negotiation modify or terminate this Agreement in advance in written form at any time. All the remaining balance of
    the short-term loan and interests have to be repaid before such termination date.


 


	6.5	If both parties
    have the intention to continue to lend and borrow, Party B shall repay all the loan and interests upon the expiration of this
    Agreement and sign another new Agreement.


 


	7.	Breach and
    Compensation


 


	7.1	The indemnification
    that the breaching party makes to the non-breaching party shall include any direct economic losses and any predictable indirect
    losses or excess expenses that occur to the non-breaching party due to violation of the Agreement by the breaching party,
    including but not limited to attorney fees, legal costs, arbitration fees, financial expenses, travel expenses and etc.
	 	 
	7.2 
         	

        Any
        breach of any article of the Agreement directly or indirectly or no commitment or commitment out of time insufficiently
        to the obligations of the Agreement shall constitute breach of the contract. The party that observes the Agreement shall
        have the right to request the breaching party by written notice to make corrections to its breaching actions and avoid
        the bad result with sufficient, effective and timely measures taken, and to compensate for the losses of the non-breaching
        party due to its breaching actions.



 


	7.3	After any breaching
    occurs, the non-breaching party, if holding that the breaching has resulted in impossibility or unfairness for the non-breaching
    party to perform the relevant obligations under this Agreement with reasonable and objective discretion applied, shall have
    the power to discontinue its relevant obligations of this Agreement with written notice sent to the non-breaching party until
    the breaching party stops its breach of the contact, take sufficient, effective and timely measures to avoid the bad results,
    and compensate for the losses of the non-breaching party due to its breaching actions.
	 	 
	

    8.	

        Settlement
        of Disputes and Governing Laws

        



 


	8.1	In
                           the event of any dispute with respect to the construction and performance of this Agreement, both Parties
                           shall first resolve the dispute through friendly negotiations. In the event both Parties fail to reach
                           an Agreement on the dispute, then both parties agree that the validity, operation and performance of
                           this Agreement shall be governed by and interpreted in accordance with the laws of Hong Kong, Special
                           Administrative Region applicable therein (notwithstanding conflict of law rules), and the parties do
                           expressly and irrevocably attorn to the jurisdiction of courts of Hong Kong with respect to any matter
                           or claim, suit, action or proceeding arising under or related to this Agreement.

        

        




 






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	8.2	Laws and regulations
    of Hong Kong, S.A.R. shall be applied for conclusion, execution, interpretation and settlement of disputes concerning this
    Agreement.


 


	9.	Miscellaneous
	 	 
	9.1	If any article or clause
    of this Agreement becomes invalid or unexecutable entirely or partially no matter what reasons, the remaining portions of
    this Agreement shall be still effective and binding.


 


	9.2	This Agreement
    is made into one original with two copies, one for each party, both with equally legal effectiveness.


 


	9.3	Matters not
    included in this Agreement shall be determined by both parties via negotiation.
	 	 	 	 	 	 	 	 


 


IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this loan Agreement as of the date first
above written.


 


Party
A: 


CGN
Nanotech Limited 





中国光能有限公司


 


	/s/
    Loke Che Chan, Gilbert	 
	Legal Representative: 	 
	Loke Che Chan, Gilbert 陆志春	 
	 	 
	Date:  26 January 2015	 


 


 


	Party B:
	Dongguan Light Power New Energy S&T
    Co., Ltd 
	东莞市光能新能源科技有限公司


 


 


	/s/
    Dai Jian Guo	 
	Legal Representative:	 
	Dai Jian Guo 戴建国	 
	 	 
	Date:  26 January 2015	 


 






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