SHANGHAI PUBLIC RENTAL HOUSING OVERALL PRE-SALE CONTRACT

Formulated by Shanghai Housing Security and Housing Administration

Printed in 2013

Special Instruction

1. This contract is a format contract formulated by the Shanghai Municipal Housing Security and Housing Administration in conjunction with relevant departments in accordance with the “Contract Law of the People’s Republic of China”, “Shanghai Municipality’s Implementation Opinions on the Development of Public Rental Housing ” and related regulations. It is applicable to the act of overall pre-sale of public rental housing in the administrative area of Shanghai to designated institutions.

2. The overall pre-sale of public rental housing shall be in accordance with the “Regulations of Shanghai Municipality on Real Estate Registration” and the technical regulations of real estate registration, and the initial registration of real estate is done wholly without the ownership certificate of individual units of the real estate. After the pre-sale, if the parties apply for advance notice registration and real estate transfer registration, and if the registration is approved, the advance notice registration certificate of public rental housing pre-sale, advance notice registration certificate of mortgage right of public rental housing pre-sale or real estate title certificate shall be issued according to building doors, and the real estate registration book, advance notice registration certificate and the real estate title certificate shall be noted in accordance with the regulations on public rental housing real estate registration. The Municipal Housing Security Affairs Center and the Municipal Real Estate Surveying and Mapping Achievement Management Department shall process the real estate list as “House Sign” of “Public Rental Housing” according to regulations.

3. The purpose of public rental housing remains unchanged after the overall pre-sale, and the property right unit (transferee) shall lease the public rental housing to eligible applicants as required. After the municipal government agrees to implement “rent before sale” and after the expiry of the term of use as a public rental housing and if the required listing and sale conditions are met, the public rental housing can be listed for sale as stock commercial housing, or the property right unit (transferee) can continue rental operation of the public rental housing.

Shanghai Public Rental Housing Overall Pre-Sale Contract

It is predicted that the total construction area of the apartments is [number of square meters] square meters.

The architectural design and floor plan of the apartments are shown in Appendix 2 of this contract; the building structure, decoration and equipment standards of the apartments are shown in Appendix 3 of this contract; the relevant description of the apartments (mortgage relationship, lease relationship) is shown in Appendix 4 of this contract; Please refer to Appendix 5 of this contract for the “Management Service Contract”, “Utilization Convention” or the relevant letter of commitment; see Appendix 6 of this contract for the neighboring relationship and the layout of the community; see Appendix 7 for the list of apartments.

1. Calculate the unit price per square meter of the building area and return excess refund or charge more for extra space;

Party B’s payment method and payment period shall be agreed and specified by both parties in Appendix 1.

If Party A exercises the right to terminate the contract, it shall notify Party B in writing.

2._______________________________________.

If Party A does not obtain the consent of Party B to change the architectural design of the apartments, Party B has the right to unilaterally terminate this contract.

1. The initial registration procedures for the ownership of the apartments have been completed, and the real estate certificate of new public rental housing (major property certificate) has been obtained; the mortgage set by Party A on the apartments has been cancelled; Party A has paid the special property maintenance funds as required.

3._______________________________________.

1. Party B has the right to unilaterally terminate this contract.

2._______________________________________.

If Party A fails to produce or provide the materials specified in the preceding paragraph, Party B has the right to refuse to accept the apartments, and Party A shall bear the responsibility for the delay in the delivery of the apartments resulting from this.

When the two parties agree that there is a dispute over the determination of the standard, they shall entrust a qualified construction project quality inspection agency in this city to test, and use the written appraisal opinion issued by the agency as the basis for handling the dispute.

The paid apartment price mentioned in the preceding paragraph and other terms of this contract includes the apartment price paid directly by Party B and paid by loan.

The two parties agree that if there is a dispute over the quality of other projects of the apartments, a qualified construction project quality inspection agency of this city shall be entrusted to conduct the inspection, and the written appraisal opinion issued by the agency shall be the basis for handling the dispute.

For matters not covered in this contract and matters that need to be changed during the execution of this contract, both parties shall agree through a change agreement.

If party A or party B unilaterally terminates this contract in accordance with the relevant clauses of this contract, party A or B shall unilaterally go to the real estate registration agency to go through the formalities of canceling the registration of this contract with the receipt of the written notice of unilateral termination of the contract.

2. Prosecute to the people’s court in accordance with the law.

Additional Terms

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Both parties have been aware of the full content of the supplementary terms and fully understand the rights and meanings of the terms, and voluntarily abide by the supplementary terms of the relevant contract:

Article 1: Party B pays to party A the apartment price of the apartments purchased in accordance with the payment method in “Appendix 1” of the contract. The actual payment date of party B shall be the transfer date of party A’s receiving bank.

If party B pays the apartment price through a loan, if there is a difference between the applied loan limit and the final approval limit of the loan financial institution, party B must make up with its own funds within 10 working days after the loan financial institution approves it; if the loan application is not financed After approval by the institution, party B shall make a lump-sum payment with its own funds within 10 working days after the loan financial institution issues a written notice. If party B fails to pay the payment for the apartments with its own funds within the specified time, it shall be dealt with in accordance with Article 7 of this contract.

Article 2: Supplement to Article 2 of the Contract

The contents of Appendix 5 of this contract are the “Utilization Convention” and the letter of commitment for the apartments.

Article 3: About the amendment to Article 5 of the contract

When the apartments are delivered, the floor area of the apartments shall be subject to the actual area measured by the surveying and mapping agency recognized by the Shanghai Housing Security and Housing Administration. If the predicted floor area is inconsistent with the actual floor area, regardless of whether the absolute value of the error exceeds 3%, both parties agree to settle according to the actual situation based on the unit price of the building area per square meter of the apartments (including the price of the full decoration of the apartments).

Article 4: Regarding the supplement to Article 8 of the contract

1. Due to the design changes made by party A to the apartments to comply with government regulations, rules or orders and other unforeseen factors, party A does not need to notify party B and party B has no right to demand compensation from party A.

2. When party A sends a written notice to party B on the change of the architectural design, if party B does not agree to the change, party B shall clarify in writing to party A within 15 days after party A’s written notice is issued that both parties have the right to terminate the contract and no party is liable for breach of contract. Otherwise, it will be deemed that party B agrees to accept the change, and both parties do not need to sign a change agreement on the contract.

3. The inconsistency between the temporary measurement and the actual measurement area caused by the design change shall be handled in accordance with Article 3 of this supplementary clause.

Article 5: Supplement to Article 9 of the Contract

1. If party A changes the layout of the community, it shall send a written notice to party B. If party B does not raise a written objection within 15 days after party A’s written notice is issued, it shall be deemed that party B agrees to the change.

2. If the layout of the community changes due to the following reasons, party A does not need to notify party B and party B does not have the right to request party A to make any form of compensation.

A. Changes must be made in accordance with the requirements or approval of the design, planning, and supporting departments of the government department;

B. Changes that must be made in accordance with newly promulgated laws, regulations or relevant government rules and regulations;

C. The change does not have any material adverse effect on the apartments purchased by party B.

Article 6: Supplement to Article 10 of the Contract

If party A fails to complete the initial real estate registration and obtain the real estate title certificate of public rental housing (major property certificate) within the agreed time limit due to the following circumstances, party A shall not be liable for breach of contract:

1. Changes in national laws and policies;

2. Major adjustments to the planning and design scheme of this project;

3. Government orders;

4. Force majeure;

5. Non-party A reasons such as party B’s lack of cooperation and assistance.

Article 7: Supplement to Article 11 of the contract

In case of the following force majeure or special reasons, party A can extend the time limit according to the facts based on the certification documents issued by the competent government department and relevant municipal supporting departments, without being liable for breach of contract as stipulated in Article 12 of this contract, but party A shall inform party B in writing before delivering the apartments:

1. Changes in national laws and policies;

2. Major adjustments to the planning and design scheme of this project;

3. Government orders;

4. Force majeure.

Article 8: Supplements to Article 13 of the contract:

1. Before party B signs the “Acceptance Handover List”, it shall settle the area error settlement, pay the residential maintenance fund and the first phase of property management fees. The date when party B completes the delivery of the apartments shall be subject to the written notice issued by party A.

2. If one of the following circumstances occurs to party B, party A has the right to refuse to deliver the apartments to party B. In this case, party A shall not be liable for the breach of contract for delayed delivery:

(1) Failure to pay all the apartment price and agreed payables under this contract, including area error settlement and liquidated damages.

(2) Failure to pay the fees under the “Utilization Convention” and sign relevant property management documents with the property management company in accordance with the provisions of the property management company.

(3) If party B requests a postponement of the apartment handover procedures after receiving the apartment handover notice, party B shall submit a written application to party A, and party A has the right to decide whether to agree to the postponement based on party B’s circumstances. If party A agrees to party B’s postponement of the apartment handover procedure, party B shall go through the apartment handover procedure within the time limit agreed by party A, but both parties agree that if the handover procedure is completed in this case, party A’s apartment handover notice will still apply. The final delivery date of the apartments are regarded as the delivery date of the apartments and the transfer of responsibilities such as risk and expense responsibility will be carried out.

Article 9: Supplement to Article 14 of the Contract

Article 10: Supplement to Article 15 of the Contract

From the second day of the acceptance and delivery date agreed in the reminder, it is deemed that party A has fulfilled the obligation to deliver the apartments according to this contract, and party B shall bear the property management fee of the apartments and bear other related expenses and responsibilities caused by the delivery of the apartments or delay in the repossession (including but not limited to property management fees, risk transfer, calculation of party A’s warranty liability period, etc.).

Article 11: Supplement to Article 17 of the contract

1. If there is any objection to whether the decoration and equipment standards of the apartments meet the standards stipulated in Appendix 3 of the contract, both parties shall negotiate to resolve them or resolve them through the coordination of relevant government departments, third-party inspections or judicial channels, but they shall not refuse the acceptance of the apartments and shall not affect party B’s obligation to complete the acceptance and handover of the apartments within the time limit specified in the apartment handover notice.

2. If the decoration and equipment standards of the apartments do not meet the standards stipulated in Appendix

3 of the contract, an if party B chooses to rectify and party A believes that the rectification conditions are met, they shall arrange rectification and maintenance within 10 days after receiving party B’s notice, but the rectification and maintenance period will not be deemed as party A’s late delivery of the apartments.

Article 12: Supplement to Article 19 of the contract:

Article 13: Regarding the supplement to Article 20 of the contract:

Article 14: Supplement to Article 27 of the contract:

Party A: Shanghai Lingang Industrial Zone Public Rental Housing Construction and Operation Management Co., Ltd.

Recipient address: No. 9, Lane 1411, Yunyun Road, Nicheng Town, Pudong New Area, Shanghai

To: Wang Shengfeng

Fax number: 021-20956356

Party B: Shengwei Semiconductor Equipment (Shanghai) Co., Ltd.

Recipient address: Building 4, No. 1690 Cailun Road, Pudong New Area, Shanghai

Recipient: Wang Xinzheng

Contact: 13917650461

Article 15: Supplement to Article 28 of the Contract

If tax and fee concessions can be enjoyed in accordance with the relevant regulations of the state and this city, the concessions are enjoyed by the taxable and paying subjects. Party A shall actively seek the most favorable tax and fee terms from relevant government departments.

Article 16: Regarding the supplement to Article 33 of the contract

Article 17: Regarding the eligibility for the purchase of “rent before sale” public rental housing:

Those who purchase public rental housing with “rent before sale” must be qualified by relevant departments.

Article 18: Agreement on the use of public rental housing in the “rent before sale” park:

2. The housing supply object and the specific application for lease conditions shall be formulated by party B, but shall be sent to party A for record. If party A finds that the relevant conditions set by party B violate public rental housing and other relevant policies, it has the right to raise an objection, and party B shall make corresponding amendments and resubmit to party A for record.

3. Party B shall register the identity certificate, employment (labor) contract and other materials of the person applying for rental, and send it to the population management department of the local neighborhood or town for record, and send it to party A for record at the same time. Once the renting personnel changes, the change registration and filing shall be done in time.

4. After the apartment lease contract is signed, party B shall go to the real estate registration agency to register the apartment lease contract and send it to party A for the record.

5. Renters who are not registered in this city must apply for a residence permit or temporary residence permit. Party B shall, in accordance with the relevant regulations of the municipal government, implement the public security and fire safety responsibilities of the leased apartments, and supervise the registration of residence.

6. Party B shall strengthen the management of the tenant’s withdrawal and instruct the tenant to sign the relevant occupancy undertaking to party A or the property service agency as an attachment to the apartment lease contract. Where the tenants lease, sublease, or vacate the rented apartments, change the residential purpose of the rented apartments without authorization, refuse to make rectification in violation of various management conventions, refuse to vacate the apartments as agreed in the contract, or violate legal provisions and lease contracts, various measures shall be taken in accordance with the law and party A shall be notified in a timely manner. Party B shall adopt and implement the handling suggestions put forward by party A within the scope of the legal policies and the contract.

7. Party B can set up or entrust a corresponding leasing service agency to provide party B with relevant leasing services according to its own needs, but the property management of the apartments must accept the unified arrangement of party A. The property service agency in the early stage of the project is selected by party A, and party B must abide by and ensure that the renters abide by the previous property service contract signed by party A and the use convention formulated by party A. Party A may formulate detailed system policies such as the safe use system and tenant self-discipline policies according to the service management and safe use requirements of this project, the structural characteristics of the target group, etc., and party B shall regard the relevant system policies as the Appendix to the lease contract between party B and the tenants in accordance with the requirements of party A, and urge the renters to comply with the policies.

8. Party B shall abide by the relevant laws, regulations and policies that are now in effect when this contract is signed, as well as policies formulated by the relevant national and local government departments from time to time after this contract is signed. If the relevant laws, regulations and policies are changed by then, party B shall implement the new regulations.

Article 19: Agreement on decoration:

Party B confirms that the delivery of the apartments are based on the agreement in Appendix 3 of this contract; the decoration and decoration standards agreed in Appendix 3 of this contract have met relevant national and local regulations and the full decoration standards stipulated in the land transfer contract; at the same time, party B shall complete relevant procedures by itself in accordance with relevant national regulations. If party B needs to rent out the apartments, party B may add facilities and equipment by itself and may not rent out the apartments in non-decorated form.The project is a green building that meets the two-star standard. The toilets, kitchen and bathroom faucets are all water-saving appliances, and the water efficiency level is level 1. For example, if the owner needs to replace the toilet and kitchen or bathroom faucets in the future, it is still necessary to use water-saving appliances with a water efficiency level of 1, and at the same time use appropriate materials and pipe connections to effectively reduce the damage to the pipe network.

Article 20: About the agreement on real estate listing of the apartments after 10 years of initial registration:

According to relevant regulations, the apartments purchased by party B shall be used for public rental housing within 10 years after obtaining the pre-sale approval document or the new apartment delivery license, and shall not be divided and transferred in sets. After obtaining the pre-sale approval document or the delivery permit for the new residential building for 10 years, it can be used as a stock of commercial housing and sold separately in sets. The selling price is determined by the property right unit with reference to the market price of the surrounding commercial housing, and the original tenant who meets the conditions for purchasing the commercial housing is allowed to buy first.

Party A has the right to formulate unified sales rules for the apartments owned by party A and/or the apartments transferred to relevant companies in the Lingang Industrial Zone (including the apartments transferred to party B under this contract) in accordance with relevant regulations, and report to the relevant departments of government for approval or filing. Party B’s conduct of the listing of the apartments for sale shall not adversely affect the overall listing of this project’s apartments for sale.

Article 21: Regarding the overall transfer of the apartments

(No text below)

Exhibit 10.01(a)

 

Schedule identifying agreements substantially identical to the form of Shanghai Public Rental Housing Overall Pre-Sale Contract filed as Exhibit 10.01 hereto

 

 

Exhibit 10.02

Address of Party A: Building 4, No. 1690 Cailun Road, China (Shanghai) Pilot Free Trade Zone
Corporate Email: anyun.bi@acmrcsh.com	Fax:______
Mobile Phone Number of the Contact: 13818946646
Corporate WeChat ID:_______
Address of Party B: No. 1088, Lujiazui Ring Road, Pudong New Area, Shanghai
Corporate Email:  jeason_djx@cmbchina.com	Fax:_______
Mobile Phone Number of the Contact: 15026651542
Corporate WeChat ID:_______

IRREVOCABLE LETTER OF GUARANTEE

No.: ZJ02201111

TO: China (Shanghai) Pilot Free Trade Zone Lin-gang Special Area Branch of China Merchants Bank Co., Ltd.,

WHEREAS you have agreed to provide Shengwei Semiconductor Equipment (Shanghai) Co., Ltd.*(盛帷半导体设备(上海)有限公司) (the “Debtor”) with loans, commercial bill acceptance, bill discounting or letter of credit services (collectively, the “Financing Business”) in the total amount of RMB (in words) ONE HUNDRED AND TWENTY EIGHT MILLION FIVE HUNDRED THOUSAND, and have signed (or are going to sign) the Housing Mortgage Contract (No.: ZJ02201111) (the “Master Contract”) with the Debtor.

At the request of the Debtor, the Guarantor agrees to issue this Letter of Guarantee and voluntarily assumes joint and several liability for all of the Debtor’s obligations under the Master Contract, details of which are set out below.

1.1 The Guarantor shall be jointly and severally liable for any outstanding loans, L/C or acceptance advances, negotiated payments and/or discounted payments made by you to the Debtor upon the expiration of the performance period of the obligations under the Master Contract within the scope of this Letter of Guarantee, and shall also be jointly and severally liable within the scope of this Letter of Guarantee if you recover debts from the Debtor in accordance with the Master Contract before the expiration of the performance period of the obligations under the Master Contract.

1.2 If you and the Debtor agree to extend the term, interest rate or amount of the obligations under the Master Contract or change such terms and conditions, or if you adjust the interest rate or pricing method during the performance period of the obligations under the Master Contract in accordance with the terms therein, you are not required to obtain the approval of or notify the Guarantor, and the Guarantor has no objection and that will not prejudice the guarantee liability of the Guarantor herein.

1.3 The Guarantor confirms that the amount, term, purpose and other business elements of the Financing Business actually occurred between you and the Debtor shall be based on the Master Contract, the business vouchers produced by you and the business records in your system.

2.1 The Guarantor guarantees all of the Debtor’s obligations under the Master Contract, including:

2.1.1 the principal amount and corresponding interest, penalties, compound interest, defaults and late performance fees of loans and negotiated payments granted by you to the Debtor under the Master Contract;

2.1.2 the principal amount balance and interest, penalties, compound interest, defaults and late performance fees of advances made by you for the Debtor for the performance of its payment obligations under the commercial bill accepted or letter of credit issued under the Master Contract;

2.1.3 the principal amount and corresponding interest, penalties, compound interest, defaults and late performance fees of all bills discounted by you under the Master Contract;

2.1.4 costs (including but not limited to litigation costs, attorney’s fees, announcement fees, service of process fees, travel expenses, fees for application for issuance of enforcement certificate, etc.) and all other related costs incurred by you in exercising the hypothec and creditor’s rights.

2.1.5 if the loan under the Master Contract is arising from the repayment or conversion of the previous loan, bill discounting or L/C negotiated payments in response to the Debtor’s application, or if you, in response to the Debtor’s application, repay the letter of credit, bill and other advances under the Master Contract with the new loan during the guarantee period, the Guarantor confirms that the resulting debt is included in the scope of guarantee.

3.1 The Guarantor confirms that he/she/it is financially and legally, jointly and severally liable for all the obligations within the scope of the above guarantee. If the Debtor fails to repay the principal and interest of the Financing Business and related costs in a timely manner pursuant to the Master Contract, or if the Debtor commits any of the event of default as specified in the Master Contract, you have the right to recover directly from the Guarantor without the need to recover from the Debtor first.

3.2 The notice of claim issued by you is conclusive and final, and the Guarantor has no objection to it. The Guarantor agrees to fully repay the amount owed by the Debtor to you within five days from the date of receipt of the written notice of claim from you, without the need to obtain any proof from you. Unless a clear and material error occurs, the Guarantor accepts that the amount requested in your notice of claim is accurate.

You also reserve the right to collect payments from the Guarantor by such means as it deems appropriate, including but not limited to fax, mail, personal service and announcements in the public media.

The guarantee period of the Guarantor commences from the effective date of this Letter of Guarantee and ends on the maturity date of the loan or other obligations, or covers a three-year period starting from the date of making advances.

5.1 This Letter of Guarantee is independent, continuously valid, irrevocable and unconditional, and is not subject to the validity of the Master Contract, any agreement or document entered into by the Debtor with any entity, or any change in the Debtor’s fraud, reorganization, winding up, dissolution, liquidation, bankruptcy and expiration of business term. The liability of the Guarantor shall not be exempted by reason of any instruction, changes in its own financial condition, or any agreement entered into with any entity or individual.

5.2 Your cessation of granting outstanding loans, establishing L/C, negotiating, discounting or acceptance, or your early recovery of disbursed loans, negotiated/discounted payments in accordance with the Master Contract shall not affect the guarantee liability of the Guarantor herein.

5.3 In the event that there are other guarantees or other guarantors guarantee the Debtor’s obligations under the Master Contract, you still have the right to choose to claim the guarantee rights against each pledgee and guarantor (including the Guarantor) separately, successively or simultaneously; if you waive, change or release the security/pledge or change or release the guarantee liabilities of other guarantors, or delay claiming the rights against any pledgee/other guarantors, the Guarantor’s liability herein shall not be affected, and the Guarantor is still obliged to bear joint and several guarantee liability to you in accordance with this Letter of Guarantee.

6.1 The Guarantor is a legal person or organization established in accordance with the law and qualified to act as a guarantor, or a natural person with full civil capacity, and is willing to guarantee the performance of the obligations as stipulated herein with the assets owned or entitled to dispose of according to the law by the Guarantor;

6.2 The issuance of this Letter of Guarantee by the Guarantor has been fully authorized or approved by the upper level of authority/board of directors;

6.3 The issuance of this Letter of Guarantee is the true intention of the Guarantor, involving no fraud or coercion;

6.4 The total amount of all external guarantees (including foreign currency translation) shall not exceed the total ownership interest of the Guarantor before the expiration of this Letter of Guarantee;

6.5 The Guarantor shall provide financial books/statements and annual financial reports to you in a timely manner as required and keep you informed of significant decisions and changes in the production, operation and management of the Guarantor;

6.6 The financial information and all other documents provided by the Guarantor to you are true and legal, and the legal representative or other person in charge of the Guarantor shall bear a non-excusable legal liability in this regard;

6.7 The Guarantor shall issue a “counter guarantee” as requested by you;

6.8 Any change in the business registration, organizational structure, shareholding structure, operation mode or financial condition of the Guarantor or any matter such as debt restructuring or major connected transactions shall not affect the legal binding effect of this Letter of Guarantee on the Guarantor, and the Guarantor is obliged to notify you immediately if any such change may affect its ability to perform this Letter of Guarantee;

6.9 The successors or assigns of the Guarantor shall be bound by all the terms of this Letter of Guarantee. The Guarantor shall not assign the above guarantee liabilities without your written consent;

6.10 If the Guarantor is a natural person and has a spouse, he/she shall provide a letter of confirmation of his/her spouse upon your request; if he/she does not have a spouse, he/she shall specifically declare that the marital status information provided to you is true, complete and reliable as of the time when he/she signs this Letter of Guarantee, and confirm that you can verify and investigate the marital status information provided by the Guarantor if necessary (without the necessity to obtain any other authorization), and guarantee to cooperate in all respects unconditionally.

6.11 If the Guarantor fails to settle all the obligations as stipulated herein, you have the right to freeze/withhold the funds in any account established by the Guarantor with China Merchants Bank or entrust other financial institutions to freeze/withhold the funds in the account established by the Guarantor with that institution (if the debt is not denominated in RMB, you have the right to purchase foreign exchange directly from the RMB-denominated account of the Guarantor at the exchange rate as announced by you at the time of deduction) until all the obligations owed to you by the Debtor under the Master Contract are settled in full.

☐ 7.1 If the Debtor is a SMME, all costs related to the notarization of the enforcement under this contract (except for the fees for application for issuance of enforcement certificate) shall be borne by you; if the Debtor is not a SMME, all costs related to the notarization of the enforcement under this contract (except for the fees for application for issuance of enforcement certificate) shall be borne jointly by you and the Guarantor in the following proportions: []% for you and []% for the Guarantor (ticking “√” in “☐” means that this provision is applicable).

7.2 For other matters entrusted to a third party to provide services, relevant costs shall be borne by the principal; if you and the Guarantor jointly act as the principal, each shall bear 50%, except as otherwise provided in relevant national policies and other normative documents.

During the period of validity of this Letter of Guarantee, for any default or delay of the Debtor and the Guarantor, any indulgence, relief or delay by you in enforcing your rights or interests under the Master Contract and this Letter of Guarantee shall not prejudice, affect or limit all your rights and interests as a creditor under the relevant laws and this Letter of Guarantee, nor shall it be deemed a waiver of your right to take action against existing or future defaults.

Unless expressly stated otherwise, all terms used in this Letter of Guarantee shall have the same meaning as provided in the Master Contract.

10.1 Your notices, requests or other documents in relation to this Letter of Guarantee shall be sent in written form (including but not limited to letters, faxes, emails, electronic platforms such as your corporate internet banking/ APP, phone SMS or WeChat).

10.2 If the notices are delivered by hand (including but not limited to delivered by lawyers/notaries, courier delivery, etc.), the service shall be deemed to have been made if the recipient signs for it (if the recipient refuses to accept it, the service shall be deemed to have been made on the seventh day after the date of rejection/return or the date of mailing (whichever is earlier); if they are delivered by postal letter, the service shall be deemed to have been made on the seventh day after mailing; if they are delivered by electronic means such as fax, e-mail, notice on your electronic platform, phone SMS or WeChat, the service shall be deemed to have been made on the date of successful delivery as shown in your corresponding system.

If you notify the Guarantor of the transfer of creditor’s rights or makes a call on the Guarantor by publishing an announcement at the public media, the service shall be deemed to have been made since the date of the announcement.

If the Guarantor changes its address, e-mail address, fax number or phone number and WeChat ID, it should notify you of the revised information within five working days after the date of such change, otherwise you have the right to deliver it at the original address or information. If the delivery is not successful due to the change of address or information, the delivery shall be deemed to have been made on the date of return or the seventh day after mailing (whichever is earlier). The Guarantor shall bear the losses that may arise as a result, and it shall not affect the legal effect of the service.

10.3 The address, email address, fax number, phone number and WeChat ID as listed herein shall be used as the address for service of notarial and judicial documents (including but not limited to indictment/arbitration application, evidence, summons, notice of responding to action, notice to produce evidence, notice of court session, notice of hearing, award/judgment, ruling, mediation, notice of deadline for performance and other legal documents in the trial and enforcement stages) on the Guarantor. The court or notary authority shall be deemed to have effectively served the documents by sending them to the address as agreed upon herein in writing (the specific standard shall be implemented by referring to the aforementioned clause 10.2).

11.1 The Guarantor confirms that the operations of the specific business made by you for the Debtor and your operations related to this Letter of Guarantee can be handled in any branch/sub-branch within the jurisdiction where you are located, and the branch/sub-branch can then generate, sign or issue relevant letters, and the business operations and letters of the branch/sub-branch within the jurisdiction where you are located are regarded as your acts and are binding on both parties.

11.2 Other engagements:            /                    

The laws of the People’s Republic of China (excluding those of Hong Kong, Macau and Taiwan) shall apply to this Letter of Guarantee. In case of disputes arising from this Letter of Guarantee, the Guarantor agrees to adopt the dispute resolution method as agreed upon under the Master Contract.

If the Master Contract and this Letter of Guarantee are notarized together to give enforcement effect, the Guarantor agrees that you have the right to apply directly to a court of competent jurisdiction for enforcement of the Guarantor’s obligations herein.

13.1 If the Guarantor is a legal person or organization, this Letter of Guarantee shall take effect on the date of signature/seal of the legal representative/person chiefly in charge or authorized agent of the Guarantor and the official seal/contract seal of the Guarantor.

13.2 If the Guarantor is a natural person, this Letter of Guarantee shall take effect on the date of signature of the Guarantor.

This Letter of Guarantee is presented in four copies for each of the lender, the Debtor, the Guarantor and the Lending Center of China Merchants Bank Shanghai Branch, with equal legal effect.

Warnings:

All the terms of this Letter of Guarantee have been explained by you to the Guarantor, and the Guarantor confirms that he/she/it understands the terms of this Letter of Guarantee in the same way as yours. Meanwhile, you have drawn the Guarantor’s special attention to the provisions on excluding or limiting your liability, your unilateral possession of certain rights, increasing the Guarantor’s liability or limiting the Guarantor’s rights, and have given a full and accurate understanding of them.

(The remainder of this page intentionally left blank)

(The following is the signature column for the irrevocable Letter of Guarantee with no. ZJ02201111)

Address: E-mail: Fax No.: Phone No.: WeChat ID:

Sign if the Guarantor is a natural person: Guarantor (Signature):

ID name: ID No.: Nationality: Bank: Account: Address: E-mail: Fax No.: WeChat ID: Tel:

Date: 19 November 2020

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