Financing Credit Line Agreement

1.

Agreements refer to any and all instruments entered into by and between Client and Creditor within the term of credit line, including credit line change agreement (see Exhibit 1 for template) and attached financing instruments, and such instruments shall be read together with this Agreement in its entirety.

2.

Credit Line For the purpose of this Agreement, term of Credit Line refers to the term specified by Credit Line List (see Section II for details) or required by any credit line change agreement reached by Client and Creditor, in which case the latest one prevails. Client shall apply Creditor for tapping into credit line within the term. Such application given after expiration of the term shall be refused by Creditor regardless of whether the related credit line has been used up.

3.

Credit Line Change. In case of discrepancy between this provision and Credit Line List, the latter one (including credit line change made by Client and Creditor from time to time by a signed credit line change agreement) shall prevail. If any attached instruments executed by Client and Creditor within the term conflict with this Agreement, such instruments shall be applied to the services involved.

4.

Financing. This Agreement and attached financing documents define that Client may apply Creditor for credit financing (collectively referred to as Financing) based on credit line within the term as agreed, in which case the Credit Line List shall be applied to determine applicable financing type. Creditor offers irrevocable and revocable financing acceptance to Client under this Agreement. Revocable acceptance means that Creditor may (but is not obliged to) finance Client; while irrevocable one means that Creditor shall fulfill the obligations of acceptance under this Agreement as long as agreements on use of credit line and other prerequisites agreed by the parties concerning certain services have been are satisfied.

5.

Attached Financing Documents For the purpose of this Agreement, Attached Financing Instruments refer to the documents signed by Client and include but not limited to:

（1）

working capital loan contract, fixed assets loan contract and any other loan documents signed by Client in case of the said service;

（2）

discounting bill agreement and any other documents signed by Client in case of the said service;

（3）

agreement of guaranteed discounting of commercial acceptance bill and any other documents signed by Client in case of the said service;

（4）

factoring agreement and any other documents signed by Client in case of factoring financing;

（5）

agreements on export bill credit, advance against documentary collection and any other instruments signed by Client in case of export bill credit (inclusive of domestic letter of credit) and advance against documentary collection;

（6）

agreements on import bill credit and any other instruments signed by Client in case of the said service;

（7）

packing loan agreements and any other instruments signed by Client in case of the said service;

（8）

agreement of issuance of letter of credit and any other documents signed by Client in case of the said service;

（9）

agreement of issuance of bank guarantee and standby letter of credit in case of the said service;

（10）

agreement of issuance of bank acceptance bills and any other documents signed by Client in case of the said service;

（11）

other financing documents entered into by and between Client and Creditor.

6.

Submission of Documents. Client guarantees that the following documents have been provided or the conditions hereinafter have been satisfied prior to execution of this Agreement or according to related requirements by Creditor:

（1）

Copy of Client’s latest articles of association, business license;

（2）

Resolutions of board of directors in authorizing Client to execute this Agreement and related attached financing documents;

（3）

Power of attorney and signature sample of representatives of Client;

（4）

All attached financing documents which have been signed by Client lawfully according to Creditor’s requirements;

（5）

Other instruments or conditions required by Creditor.

7.

Prerequisites on Use of Credit Line

（1）

Client has normal business operation, sound finance state and not experienced significant deterioration in business performance in the latest three years;

（2）

Client has not committed any breaches under credit line agreement;

（3）

Where the loan under this Agreement is secured, related security instruments are supposed to have been executed, necessary procedures of mortgage/charge have been completed and the related security rights have been created prior to commencement of financing services by Creditor;

（4）

Client is required to give express and clear Credit Line Use Plan; elements for application of certain services, comply with Creditor’s regulations and credit granting approval systems as well as requirements for financing services;

（5）

Client has provided information concerning production, operation, finance activities and financial statements and undertakes to provide such information in a timely manner as well as accept supervision and inspection by Creditor within the term of this Agreement;

（6）

Amount to be used shall not exceed balance amount of the credit line;

（7）

Applications of certain services have to be given within the term of credit line, and loan release day or issuance day of letter of credit, bank guarantee/standby letter of credit, bank’s acceptance bill and other services falls on Creditor’s business day;

（8）

Other prerequisites required by Creditor (see Section II Other Arrangements if applicable).

8.

Used Credit Line refers to the loan which has been released by Creditor according to this Agreement and attached financial instruments at any time but not repaid by Client plus the amount of bank guarantee issued by Creditor upon request of Client, but such amount shall be minus the amount which was paid by Client or Client’s guarantor by cash collateral (inclusive of margin), unless otherwise additionally specified by the parties.

9.

Revolving. In respect of revolving credit line, where Client has completed performance of obligations (inclusive of repayment of loan, replenishing margin to a full amount, release of payment obligations of Creditor to external party) under this Agreement and attached financing instruments, used credit line attributable to such obligations shall be recovered in the amount equivalent to the amount involved by the completed obligations, in which case Client is allowed to apply Creditor for credit line again within the related term. In respect of non-revolving credit line, used credit line shall not be recovered unless otherwise with consent by Creditor. Unless otherwise specified by this Agreement, Creditor reserves the right to reexamine Client’s operation state and related collateral in a yearly basis, in which case Client is allowed to use credit line in the coming year if such reexamination passed; while Creditor is entitled to cancel credit line for the coming year if such reexamination failed and any unused and to be repaid credit line shall not be allowed again except that currently effective attached financing instruments are not affected.

10.

Security. If credit line under this Agreement is secured, prerequisite for application of the financing contained herein is that Client has executed the related security instruments and such instruments have come into force. In case Credit Line List defines percentage of margin for letter of credit, bank guarantee/standby L/C and bank’s acceptance bill, prerequisite for application of issuance of the said instruments is that Client has paid margin in a full amount. If Client applies Creditor for change of credit line and such change causes credit line increase, Client shall give additional security or cause Guarantor confirm such change and additional security. Where credit line is granted continuously in the coming year upon reexamination by Creditor, Client is required to make sure that security in relating to such credit line remains effective.

11.

Taxation. Client is required to repay financing fund at net amount and no deductions are allowed except that related taxations are imposed on such repayment by law. If Client is required to withhold the said taxation by law, a tax payment receipt shall be given to Creditor within fifteen (15) days following such withholding, in which case Client is required to compensate Creditor with such additional charges so that Creditor receives the repayment without any deductions.

12.

Representations and Warranties. Client represents and warrants as below, and such representations and warranties shall be deemed to have been made by Client every time when Creditor grants financing to Client according to this Agreement and attached financing instruments and remain effective.

(1)

Client is a corporation (enterprise) legal person and other economic organization incorporated according to applicable laws and has independent legal person qualification, complete finance system and repayment capacity, which is entitled to execute and fulfill this Agreement, sign this agreement and any related instruments, and has taken any necessary corporate action to make sure that this Agreement and any related instruments are lawful, valid and enforceable;  

(2)

Execution and performance of this Agreement and obligations contained herein by Client are neither in violation of any signed contract or document, articles of association, any applicable laws, regulations or administrative order, related instruments, judgment, award by competent authority, nor conflict with any other obligations or arrangements of Client;

(3)

Client, its shareholders and affiliates are neither involved in any liquidation, bankruptcy, reconstructing, acquisition, merger, division, reorganization, dissolution, winding up, shutdown, suspension of business or similar proceedings, nor any circumstance possibly causing such proceedings occurred;

(4)

Client was neither involved in any economic, civil, criminal and administrative proceedings which may cause significant adverse impact, nor any circumstance possibly causing such involvement to the proceedings or similar arbitration procedures occurred;

(5)

Material assets of Client’s legal representative, directors, supervisors or other senior managers and Client are neither involved any mandatory execution, seizure, lien, freezing, encumbrance, regulatory measures, nor any circumstance possibly causing such measures occurred;

(6)

Client guarantees that the provided financial statements (if any) are in line with applicable laws, and true, complete and fair to reflect its finance state; all materials, documents and information (of Client or guarantor) provided for the purpose of execution and performance of this Agreement are true, effective, accurate, complete and without any concealment or omission;

(7)

Client strictly complies with applicable laws and regulations to operate, carries on business activities strictly according to regulations defined by business license or business scope determined by law and goes through registration annual review procedures;

(8)

Client has disclosed all important known or supposedly known facts and states (including but not limited to business conditions, finance state, security to external parties, etc.), on which Creditor depends to grant credit line under this Agreement;

(9)

Client’s internal management documents concerning environmental and social risks are in line with

legal requirements and have been implemented efficiently;

(10)

Client warrants that there is no other circumstance or event which causes or may cause significant adverse impact on Client’s performance capabilities;

13.

Commitments. Client undertakes as below, and such commitments shall be deemed to have been made by Client every time when Creditor grants financing to Client according to this Agreement and attached financing instruments and remain effective.

（1）

Client shall strictly abide by this Agreement and fulfill the obligations contained herein and its attached financing instruments；

（2）

Unless otherwise specified in this Agreement or attached financing instruments, Client is required to replay financing fund or out-of-pocket fund in a timely manner or replenish margin to a full amount upon request of Creditor according to this Agreement and attached instruments; Client shall apply for, obtain and comply with verification, authorization, registration and permit required by applicable laws and regulations, and maintain effectiveness of such official permits so that Client has the lawful power to sign and execute this Agreement and obligations under any documents related to this Agreement; upon request of Creditor, Client shall immediately give the relevant proof；

（3）

Client is required to give Creditor notice in writing within five (5) Creditor’s business days where Client is aware of its involvement in any economic, civil, criminal, administrative proceedings or similar proceedings which may cause significant adverse impact or where Client learns that its key assets are involved to any mandatory execution, seizure, lien, freezing, encumbrance, regulatory measures, and such notice shall state the consequences and remedy measures which have been taken or are to be taken；

（4）

Without prior written consent of Creditor, Client is not allowed to offer any third party security which is sufficient to cause significant adverse impact on its finance position or its obligations performance under this Agreement;

（5）

Without prior written consent of Creditor, Client is not allowed to repay other long-term debt and such repayment has significant adverse impact on Client’s obligations performance under this Agreement;

（6）

Following the day of execution of this Agreement and prior to full repayment of entire debts under this Agreement and attached financing instruments, without prior written consent of Creditor, Client is not allowed to:

a)

Proceed liquidation, reconstructing, bankruptcy, merger, acquisition, division, reorganization, dissolution, winding-up, shutdown, suspension of business or similar proceedings;

b)

In addition to demand of day-to-day operation, sell, lease, donate, transfer or dispose its significant assets in any other manner;

c)

Change shareholding structure;

d)

Sign contract / agreement which has significant adverse impact on performance capacity of obligations under this Agreement or assume any obligations with similar impact.

（7）

In case security under this Agreement suffers certain circumstance or certain change, upon request of Creditor, Client is required to give other security recognized by Creditor. Such circumstance or change includes but not limit to suspension of production or business, dissolution, business interruption for rectification, revoking or cancelation of business license, voluntary or mandatory application for reorganization and bankruptcy, material change of operation or financial position, involvement to significant litigation or arbitration cases, litigation of legal representative / responsible person, arbitration or other mandatory measures, decrease or possible decrease of collateral’s value, property preservation measures taken by seizure, breaches under security contract and request to terminate such security contract, etc. ;

（8）

Upon request by Creditor, Client shall go through notarization (with mandatory enforcement

effect) procedures with notary public authority recognized by Creditor, in which case Client shall accept such mandatory enforcement；

（9）

Client shall notify Creditor of any events which may impact performance of obligations under this Agreement and any other instruments related；

（10）

Special agreements for Group Client (Group Client applicable).

a)

Client is required to promptly report the final grantee’s related-party transaction involving above 10% of net assets, including: a. relationship of the transaction parties; b transaction project and nature of the transaction; c. transaction amount or corresponding proportion; d. pricing policy (including transaction involving no specific amount or only with nominal amount);

b)

If the final grantee is under one of the following circumstances, Client shall be deemed in violation of this Agreement, in which case Creditor has the right unilaterally decide to cancel Client’s unused credit and recover entire or partial used credit or require Client to add margin to 100%: a. provide false information or conceal important operational and financial facts; b. change intended usage of credit line without prior consent of Creditor, misappropriate credit or use such credit to engage in illegal or unlawful transactions; c. take advantage of false contract with related-party, and take receivable notes, receivable accounts and other creditor notes which contain no real trading to apply for bank discounting or pledge to defraud money or credit from the bank; d. refuse to accept supervision and inspection by Creditor on fund use and related operational and financial  activities; e. have material mergers, acquisitions and restructuring which in Creditor’s opinion may affect safety of credit; f. evade debts owning to bank by related-party transactions.

（11）

Special guarantees and commitments to green credit and arrangements (applicable to clients engaged in nuclear power plants, large-scale hydropower plant, water projects, resource extraction projects and other projects having construction, production and business activities possibly significantly change environmental status and cause adverse environmental and social consequences which are not easily eliminated, as well as petroleum processing, coking and nuclear fuel processing, chemical materials and chemical products manufacturing and its construction, production and business activities causing negative environmental and social consequences which are not easily eliminated through mitigation measures):

a)

Client represents and warrants to manage environmental and social risks well, including: a. internal management documents concerning environmental and social risks are in line with legal requirements and have been implemented efficiently; b. there is no critical mitigations related to environmental and social risks;

b)

Client undertakes to accept Creditor’s supervision, strengthen environmental and social risk management, including: a. undertake to keep all behavior and performance associate with environmental and social risks in compliance with related regulations; b. undertake to set up and improve a sound internal management system on environmental and social risks, and define detailed duties, obligations and penalties to related responsible persons; c. undertake to set up and improve emergency response mechanisms and measures for environmental and social risks; d. undertake to set up specialized department or appoint a specialized person to be in charge of environmental and social risk issues; e. undertake to assist Creditor or the third party recognized by Creditor to have environmental and social risk evaluation and examination; f. undertake to give proper response or take other necessary actions facing serious disputes raised by the public or other interest-related parties on Client’s control performance for environmental and social risks; g. undertake to urge Client’s key related-parties to strengthen their management to prevent impact from such parties’ environmental and social risks; h. undertake to fulfill other obligations which Creditor deems related with

control environmental and social risks.

c)

Client undertakes to report promptly and sufficiently to Creditor in case of the following circumstances: a. permit, approval and inspection related with environmental and social risks in the course of project commencement, construction, operation and shutdown; b. assessment or inspection by environmental and social risks regulatory bodies or accredited institution; c. environment-related supporting facilities construction and operation; d. discharge of pollutants and compliance; e. safety and health of employees; f. complaints and protest by surrounding communities against Client; g. major environmental and social claims; h. other major cases related with environmental and social risks as Creditor deems so;

d)

If Client and the final grantee is under one of the following circumstances, Client shall be deemed in violation of this Agreement: a. representations and warranties made by Client concerning environmental and social risk management are not implemented with due diligence; b. Client is punished by relevant authority due to poor management of environmental and social risks; c. Client is seriously questioned by the public of media due to poor management of environmental and social risks; d. other defaults agreed by Creditor and Client concerning environmental and social risk management, including the cross-default event;

（12）

Client / Guarantor agrees and irrevocably authorizes that Creditor is entitled to provide information about entire contract/agreement/commitments entered into by and between Client/Guarantor and Creditor, including aforesaid contract/agreement/commitment of performance, as well as company profile and other information provided by Client/Guarantor to state-owned financial credit information database for credit inquiry by entities with approved access as long as Creditor is not in violation of prohibitive regulations under Credit Reference Administration Rules and applicable laws and regulations and makes such disclosure according to reference collection requirements of the database; meanwhile Creditor has the right to inquire and use Client/Guarantor’s credit information which has been input to the database. The aforesaid authorization extend to the whole procedures from execution of this Agreement to service management in the course of this Agreement, which shall be void upon actual termination of this Agreement;

（13）

Client hereby confirms that it has fully understood and been informed of the principle that Creditor forbids its employees to seek any form of interests by taking advantage of job position and undertakes to prevent such circumstance on the principle of honesty and fairness, not to offer privately Creditor’s employees any rebates, cash gifts, valuable securities, precious items, incentives, private expenses compensation, personal travel, high-value entertainment and consumption as well as other improper benefits.

14.

Expenses and Costs. Client shall assume related expenses and costs according to applicable laws, regulations and this Agreement.

15.

Penalty Interest. Overdue penalty interest, misappropriation penalty, calculation and payment arising out of the financing under this Agreement shall be defined by the Credit Line List or attached financing instruments.

16.

Currency Conversion. If currency of financing fund is different as the currency of credit line in calculating used credit line, Creditor has the right to have conversion at related exchange rate determined by itself. If at any time total amount of used credit line exceeds the maximum credit line under this Agreement due to vibration of exchange rate, Creditor has the right to require Client immediately repay the exceeding amount. If the Client repays (including authorized repayment) by the currency different as the financing currency, Creditor has the right to go through the repayment procedures at the exchange rate determined by itself, in which case exchange rate risk shall be borne by Client.

17.

Authorized Repayment and Offsetting. Client hereby authorizes Creditor (on behalf of Client) to allocate the balance (in any currency) of Client’s bank account opened at Shanghai Pudong Development Bank Company Limited to repay directly any unrepaid maturing debt, and such authorization is irrevocable, in which case Creditor shall apply exchange rate determined by itself for conversion if applicable, and exchange rate risk shall be borne by Client.

18.

Debt Books. Creditor shall maintain accounts and books which are related with business activities under this Agreement and attached financing instruments in accordance with Creditor’s operational guidelines. In addition to obvious error Client acknowledges that such accounts and books or other valid supporting materials are the effective proof of Client’s debt except for any significant errors.

19.

Transfer. Client shall not transfer any rights or obligations under this Agreement. Creditor has the right to transfer rights or obligations under this Agreement to any third party at any time and disclose such third party any information concerning this Agreement, including any and all information provided by Client and Guarantor for the purpose of this Agreement.

20.

Information Disclosure. Client agrees that: except for disclosure under Article 19, Creditor may disclose any and all information in relating to this Agreement to its headquarters, branches, affiliates and staff employed by such affiliates, meanwhile disclosure by Creditor to regulatory authorities, government or judicial authorities by laws and regulations is also allowed.

21.

Default. If Client is in violation of any representations and warranties under this Agreement or such representations and warranties are proved to be inaccurate, untrue, or omission or misleading or have been violated, and Client breaches or refused to perform any part of this Agreement or Client breaches this Agreement or any attached financial instruments or Client suffers any event which may affect safety of loan of Creditor, or Guarantor violates security instrument, the aforesaid circumstances all constitute Client’s default to this Agreement and attached financing documents, in which case Creditor is entitled to claim Client for any and all losses (inclusive of attorney fees) in addition to take (but not be obliged to take) the following measures separately or simultaneously:

（1）

Adjust or cancel credit line under this Agreement；

（2）

Declare that all debts under any attached financial instruments of this Agreement due early, and/or terminate entire or partial Agreement and attached financing instruments, require Client immediately repay all or partial principal and interests of the loan. For letter of credit, bank guarantee/standby letter of credit which has been accepted by Creditor within the term, Creditor has the right to require Client add margin or allocate balance of Client’s deposit account or settlement account as margin for external

payments or future out-of-pocket payments for Client; if Creditor has paid out-of-pocket expenses, Creditor has the right to repay such expenses immediately;

（3）

Interests shall be calculated according to penalty interest rate under this Agreement or attached financing instruments and the unpaid overdue interests shall be charged compound interests;

（4）

Deduct any deposits of Client’s bank account opened by Creditor in accordance with Article 17 under this Agreement.

22.

Applicable Law and Jurisdiction This Agreement is governed by and constructed according to the laws of the People's Republic of China (for the purposes of this Agreement, the PRC exclusive of Hong Kong, Macao and Taiwan). Any dispute in connection with this Agreement shall be resolved through amicable consultations; should such consultation fails, appeal can be filed to the people's court with jurisdiction over Creditor. The parties shall continue perform the not involved part of this Agreement in the course of such appeal.

23.

Address of Service. Client acknowledges that summons, notice and other juridical instruments arising out of any proceedings under this Agreement shall be deemed to have been served as long as such instruments have been delivered to the addresses set forth in this Agreement, and any change of address shall not be accepted by Creditor if such change was not notified to Creditor in advance. 

24.

Notice. Notice given by one party to the other party shall be delivered to the addresses set forth in this Agreement until either party notifies the other party in writing of change of address. As long as such notice was delivered to the addresses set forth in this Agreement, it shall be deemed validly given on: the seventh (7th) business day of Creditor following registered mailing of the letter; the signing day of receipt if delivered by hand; the sending day if delivered by fax or e-mail. However, all notices, requests or other communications sent to Creditor shall be only deemed validly given when Creditor actually received, in which case all original versions of such communications shall be delivered by hand or by post to Creditor for confirmation.

25.

Severability of Provisions. If any provisions of this Agreement or attached financing instruments turn to be invalid, unlawful or unenforceable, such provisions shall not affect validness, lawfulness and enforceability of the remaining provisions of this Agreement or any other attached financing instruments.

26.

Grace. If Creditor allows any grace or suspends to take measures for Client’s any default or other acts, such grace or suspension shall not impair, affect or limit any and all rights or interest of Creditor by law or as a Creditor under this Agreement, and also constitute neither acceptance of Client’s default to this Agreement, nor waive by Creditor to take actions against Client’s current or future default.

27.

Relation of Prior Credit Grant with this Agreement. Unless otherwise agreed by the parties, if there has been an existing credit grant agreement entered into by and between Client and Creditor, any unrepaid balance under such agreement shall be automatically integrated into this Agreement and directly account for the credit line under this Agreement. Client undertakes to obtain confirmation from Guarantor of debt under the originally existing agreement to continue security for the debt under this Agreement.