EX-10.9 9 ff12020a1ex10-9_utimeltd.htm ENGLISH TRANSLATION OF CREDIT AGREEMENT, DATED APRIL 23, 2019, BY AND BETWEEN UNITED TIME TECHNOLOGY COMPANY LIMITED AND CHINA CONSTRUCTION BANK.

Exhibit 10.9

 

China Construction Bank

RMB Credit Line Loan Agreement

[Unofficial English Translation]

 

Agreement No.: H TZ442000000C N ED 201900005

 

The Borrower (Party A): United Time Technology Co., Ltd.

 

Address: 7/F, Block A, Building 5, Software Industry Base, Nanshan District, Shenzhen City

 

Postal Code: 518000

 

Legal Representative (Person in Charge): Bao Minfei

 

Fax:/1

 

Tel: 0755-86512180

 

The Lender (Party B): Shenzhen Branch of China Construction Bank Corporation

 

Address: Block A, Rongchao Business Center, No.6003 Yitian Road, Futian District, Shenzhen City

 

Postal Code: 518026

 

Person in Charge: Wang Ye

 

Fax: 0755-23828111

 

Tel: 0755-23828888

 

 

 

1 Not Applicable.

 

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China Construction Bank

 

In view of daily capital turnover and purchase of raw materials, Party A applies to Party B for line loan, and Party B agrees to provide credit line loan to Party A. According to relevant laws, regulations and rules, Party A and Party B hereby enter into this agreement (the “Agreement”) through consultation for mutual compliance.

 

Article 1 Credit Line

 

The credit line provided by Party B to Party A is RMB 15,000,000 (in words: Fifteen Million Yuan).

 

The term “Credit Line” as used in this Agreement refers to the limit of the principal balance of the working capital loan provided by Party B to Party A within the valid period of credit line agreed in this Agreement. Party A can recycle the credit line during the validity period of it. Party A can apply for loan continuously provided that the outstanding principal balance of the loan under this Agreement of Party A does not exceed the credit line regardless of the load times and the amount of each loan, however, the sum of the loan amount applied by Party A and the outstanding principal balance of the loan under this Agreement shall not exceed the credit line.

 

Article 2 Purpose of Loan and Source of Repayment

 

Party A shall use the loan for daily production and operation turnover.

 

For the specific purposes of the loan and the source of repayment under this Agreement, please refer to Annex 1 “Basic Information of the Loan”.

 

Article 3 Valid Period of Credit Line

 

The effective period of the credit line is from April 23, 2019 to April 9, 2020 (hereinafter referred to as “valid period of credit line”). For a single loan occurring during the valid period of credit line, the expiration date of the performance period is not subject to the limitation of whether the valid period of credit line expires, however, unless otherwise agreed by Party B, the expiration date of the performance period of a single loan shall not exceed 6 months after the expiration date of the valid period of credit line.

 

The undisbursed credit line will automatically become invalid upon the valid period of credit line expires.

 

Single loan term refers to the period from the withdrawal date of single loan to the agreed repayment date.

 

Loan disbursement refers to the behavior of Party B to release the loan to the loan issuing account according to the application of Party A and the agreement of this Agreement.

 

Article 4 Use of Credit Line

 

I. During the valid period of credit line, Party A can apply for loans one by one as needed, and both parties shall go through corresponding procedures. The amount, interest rate, term and purpose of each loan shall be subject to the contents of the withdrawal notice of the credit line loan.

 

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II. If the Guarantee performs the guarantee liabilities under the guarantee Agreement, Party B shall deduct the principal of the credit line correspondingly according to the principal amount of the guarantee liabilities already performed by the Guarantee.

 

III. For each application of Party A, its amount shall not be less than /,2 and its period shall not be shorter than /3 day or longer than 12 months.

 

Article 5 Loan Interest Rate, Penalty Interest Rate, Interest-Bearing and Interest Settlement

 

I. Loan Interest Rate

 

The loan interest rate of a single loan under this Agreement is the annual interest rate, and which is the following type /:4

 

(I) Fixed interest rate, i.e./%,5 which will remain unchanged during the loan term;

 

(II) Fixed interest rate, i.e. the benchmark interest rate on the value date blank6 (optional “floating up” or “floating down”) /%7, which will remain unchanged during the loan term;

 

(III) Fixed interest rate, i.e. the LPR interest rate blank8 (optional “plus” or “minus”) /9 base point (1 basis point = 0.01%, accurate to 0.01 basis point), which will remain unchanged during the loan term;

 

(IV) Floating interest rate, i.e. the benchmark interest rate on the value date blank10 (select “floating up” or “floating down”) /11%, and which is adjusted once every/month from the value date to the date when the principal and interest of this loan are fully paid off according to the benchmark interest rate on the date of interest rate adjustment and the above-mentioned floating up / down ratio. The interest rate adjustment date is the corresponding date of the value date in the current month of adjustment. If there is no corresponding date of the value date in the current month, the last day of the current month shall be the interest rate adjustment date;

 

(V) Floating interest rate, i.e. the LPR interest rate blank12 (optional “plus” or “minus”) /13 base point (1 basis point = 0.01%, accurate to 0.01 basis point), and which is adjusted once every/14month from the value date to the date when the principal and interest of this loan are fully paid off according to the LPR interest rate of the working day before the interest rate adjustment date and the above-mentioned plus/minus basis points. The interest rate adjustment date is the corresponding date of the value date in the current month of adjustment. If there is no corresponding date of the value date in the current month, the last day of the current month is the interest rate adjustment date.

 

 

 

2 Intentionally left blank in the agreement, not applicable.

3 Intentionally left blank in the agreement, not applicable.

4 Intentionally left blank in the agreement. The loan interest rate was subsequently specified in the Notice of Withdrawal dated May 10, 2019, which is provided as Annex 5 at the end of this exhibit.

5 Intentionally left blank in the agreement, not applicable.

6 Intentionally left blank in the agreement, not applicable.

7 Intentionally left blank in the agreement, not applicable.

8 Intentionally left blank in the agreement, not applicable.

9 Intentionally left blank in the agreement, not applicable.

10 Intentionally left blank in the agreement, not applicable.

11 Intentionally left blank in the agreement, not applicable.

12 Intentionally left blank in the agreement, not applicable.

13 Intentionally left blank in the agreement, not applicable.

14 Intentionally left blank in the agreement, not applicable.

 

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II. Penalty Interest Rate

 

The penalty interest rate for a single loan under this Agreement shall be determined in accordance with the following provisions:

 

(I) If Party A fails to use the loan for the purpose of the Agreement, the penalty interest rate shall be 100% higher than the loan interest rate, if the loan interest rate is adjusted in accordance with the first paragraph of this article, the penalty interest rate shall be adjusted in accordance with the adjusted loan interest rate and the above-mentioned floating-up range.

 

(II) The penalty interest rate for overdue loans under this Agreement shall be 50% higher than the loan interest rate. If the loan interest rate is adjusted in accordance with the first paragraph of this article, the penalty interest rate shall be adjusted in accordance with the adjusted loan interest rate and the above-mentioned floating-up range.

 

(III) For loans that are overdue and misappropriated at the same time, the penalty interest and compound interest shall be calculated based on the more serious one.

 

III. In the case of a single loan disbursement, both parties may separately agree on the loan interest rate and penalty interest rate of the loan in the loan withdrawal notice, or choose to apply the loan interest rate and penalty interest rate agreed in this Agreement, and Party B has the right to refuse to issue the loan on condition that both parties are unable to reach an agreement.

 

IV. If the loan interest rate or penalty interest rate stipulated in this Article is inconsistent with the agreement on the loan withdrawal notice, the agreement on the loan withdrawal notice shall prevail.

 

V. The value date mentioned in this article refers to the date when a single loan is transferred to the loan issuing account (hereinafter referred to as the “loan issuing account”) as stipulated in Article 8 of this Agreement.

 

VI. The benchmark interest rate and LPR interest rate are explained as follows:

 

(I) The benchmark interest rate mentioned in this article refers to the loan interest rate of the same grade published and implemented by the People’s Bank of China in the same period; If the People’s Bank of China no longer publishes the loan interest rate of the same grade in the same period, the LPR interest rate will be applied.

 

(II) The LPR interest rate under this Agreement shall be determined according to the following item blank15 :

 

1. LPR interest rate refers to the one-year RMB loan prime rate of China Construction Bank Co., Ltd. on the working day before the effective date of this Agreement (CCB LPR) ; thereafter, when the loan interest rate is adjusted according to the aforesaid agreement, LPR interest rate refers to the one-year RMB loan prime rate of China Construction Bank Co., Ltd. on the working day prior to the adjustment date.

 

2. LPR interest rate refers to the one-year RMB loan prime rate of China Construction Bank Co., Ltd. (CCB LPR) on the working day before the value date of a single loan, thereafter, when the loan interest rate is adjusted according to the aforesaid agreement, LPR interest rate refers to the one-year RMB loan prime rate of China Construction Bank Co., Ltd. on the working day prior to the adjustment date.

 

 

 

15 Intentionally left blank in the agreement, see more information in Article 13(IV) below.

 

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3. LPR interest rate refers to the one-year RMB loan prime rate published by the National Inter-Bank Funding Center on the working day before the effective date of this Agreement (market LPR); thereafter, when the loan interest rate is adjusted according to the aforesaid agreement, LPR interest rate refers to the one-year RMB loan prime rate published by the National Inter-Bank Funding Center on the working day prior to the adjustment date.

 

4. LPR interest rate refers to the one-year RMB loan prime rate announced by the National Inter-Bank Funding Center on the working day before the value date of a single loan (market LPR); thereafter, when the loan interest rate is adjusted according to the aforesaid agreement, LPR interest rate refers to the one-year RMB loan prime rate published by the National Inter-Bank Funding Center on the working day prior to the adjustment date.

 

VII. The loan interest shall be calculated from the date when the loan is transferred to the loan issuing account. The loan bears interest on a daily basis, and the daily interest rate = annual interest rate/360. If Party A fails to pay interest according to the expiry date for interest agreed in this Agreement, the compound interest shall be calculated and collected from the next day.

 

VIII. Interest Settlement

 

(I) For loans with fixed interest rate, the interest shall be calculated at the agreed interest rate at the time of interest settlement. For loans with floating interest rate, interest shall be calculated according to the interest rate determined in the current period of each floating period; If there are multiple interest rate fluctuations in a single interest settlement period, the interest in each floating period shall be calculated first, and the interest in that interest settlement period shall be calculated by summing up the interest in each floating period on the expiry date for interest.

 

(II) The interest of the loan under this Agreement shall be settled in the following method of item 1:

 

1. The interest shall be settled on a monthly basis, and the settlement date for interest shall be fixed as the 20th day of each month;

 

2. The interest shall be settled quarterly, and the expiry date for interest shall be fixed as the 20th day of the month at the end of each quarter;

 

3. /16

 

Article 6 Commitment Fee of the Loan Line

 

Party A shall, within /17 working days after the signing of this Agreement, pay Party B the commitment fee of the loan line /18 ( in words: ).

 

Article 7 Issuance and Payment of Loans

 

1. Application for the disbursement of credit line loan

 

Party A shall submit the disbursing application for the credit line loan to Party B in advance at the time of disbursing the credit line loan. If the single loan exceeds /19 Yuan, Party A shall submit the disbursing application for the credit line loan /20 working days in advance. Party B shall decide whether to issue the loan to Party A within /21 working days after receiving the disbursing application for the credit line loan submitted by Party A.

 

 

 

16 Intentionally left blank in the agreement, not applicable.

17 Intentionally left blank in the agreement, not applicable.

18 Intentionally left blank in the agreement, not applicable.

19 Intentionally left blank in the agreement, not applicable as the Lender did not require the Borrower to submit a written application before the disbursement of the loan.

20 Intentionally left blank in the agreement, not applicable for the reason stated in footnote 16.

21 Intentionally left blank in the agreement, not applicable for the reason stated in footnote 16. 

 

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II. Preconditions for Issuing Loans

 

Unless Party B waives in whole or in part, Party B is obliged to issue the loan only if all the following preconditions are continuously met:

 

1. Party A has completed the approval, registration, delivery, insurance and other legal procedures related to the loan under this Agreement;

 

2. If there is any guarantee in this Agreement, the guarantee meeting the requirements of Party B have come into effect and continue to be valid;

 

3. Party A has opened an account for withdrawal and repayment as required by Party B;

 

4. Party B has received the disbursing application for the credit line loan from Party A, and which has examined and approved by Party B;

 

5. If the Agreement stipulates that Party A shall pay the commitment fee of the loan line to Party B, Party A has already paid the commitment fee of the loan line to Party B in full and on time in accordance with the Agreement;

 

6. Party A has not committed any breach of Agreement as agreed in this Agreement;

 

7. There is no circumstance that may endanger the creditor’s rights of Party B stipulated in this Agreement;

 

8. Laws and regulations, rules or authorities do not prohibit or restrict Party B from issuing loans under this Agreement;

 

9. The financial indicators of Party A continue to meet the requirements of Annex 2 “Financial Indicator Constraints”;

 

10. Party A has submitted relevant materials before the loan issuance in accordance with this Agreement;

 

11. The materials provided by Party A to Party B is legal, true, complete, accurate and effective, and meets other requirements put forward by Party B;

 

12. Other preconditions:

 

/22

 

III. Materials to be provided by Party A

 

Party A and Party B choose to apply the following item (I) [optional (I) or (II)] on the materials provided by Party A:

 

(I)

 

 

 

22 Intentionally left blank in the agreement, not applicable.

 

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1. Provided that only the following conditions (1) are met:

 

(1) The disbursement amount of a single loan is more than RMB 10 million and any planned external payment amount under this disbursement is more than RMB 10 million;

 

(2) /23

 

Party A shall provide Party B with the following materials no later than /24 working days before the disbursement of a single loan:

 

(1) The loan redeposit certificate and the payment and settlement certificate signed by Party A ;

 

(2) Transaction data (including but not limited to written or electronic documents such as goods, labor services, capital Agreements and/or invoices that can prove the definite purpose of the loan funds);

 

/25

 

As well as other materials required by Party B to be provided by Party A (including but not limited to the business license, power of attorney, articles of association, resolution of general meeting or board of directors and other materials of the transaction object of Party A)

 

2. In addition to the conditions stipulated in item 1 above, or if Party B considers that Party A can make independent payment as stipulated in item 5 of this article after reviewing the above materials provided by Party A, Party A shall provide the following materials to Party B at least /26 working day before the disbursement of a single loan:

 

(1) The fund allocation corresponding to the loan to be issued (see Annex 3 for the format of the disbursement schedule);

 

(2) The loan redeposit certificate signed and sealed by Party A;

 

/27

 

As well as other materials required by Party B to be provided by Party A (including but not limited to the business license, power of attorney, articles of association, resolution of general meeting or board of directors and other materials of the transaction object of Party A ).

 

(II)

 

Regardless of the loan disbursement amount of a single loan, Party A shall provide Party B with the following materials no later than 5 working days before the disbursement of a single loan:

 

(1) The loan redeposit certificate and the payment and settlement certificate signed by Party A;

 

(2) Transaction data (including but not limited to written or electronic documents such as goods, labor services, capital Agreements and/or invoices that can prove the definite purpose of the loan funds);

 

/28

 

As well as other materials required by Party B to be provided by Party A (including but not limited to the business license, power of attorney, articles of association, resolution of general meeting or board of directors and other materials of the transaction object of Party A ).

 

 

 

23 Intentionally left blank in the agreement, not applicable.

24 Intentionally left blank in the agreement, not needed as the Lender has already been in possession of all the required materials for the disbursement of the loan from previous transactions with the Borrower.

25 Intentionally left blank in the agreement, not applicable.

26 Intentionally left blank in the agreement, not needed as the Lender has already been in possession of all the required materials for the disbursement of the loan from previous transactions with the Borrower.

27 Intentionally left blank in the agreement, not applicable.

28 Intentionally left blank in the agreement, not applicable.

 

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IV. Entrust Party B to Pay

 

1. Application of entrusting Party B to pay

 

As long as the single loan disbursement meets the following conditions of (1), Party B shall be entrusted for payment, i.e. Party A irrevocably entrusts Party B to pay the loan funds to the transaction object of Party A. Party A shall not pay the above loan funds to the transaction object or any other third party.

 

(1) The disbursement amount of a single loan is more than 10 million Yuan and any planned external payment amount under this disbursement is more than 10 million Yuan, and Party B, after reviewing the materials provided by Party A, believes that it is in line with the clear characteristics of the payment object;

 

(2) Regardless of the loan disbursement amount of a single loan, it shall be paid by Party B as entrusted;

 

(3) /29

 

2. In case of entrusting Party B to pay, Party B shall transfer the loan funds to the loan issuing account, and then pay the loan funds directly to the account of Party A’s transaction object from the loan issuing account. Party A shall not dispose the loan funds in any form (including but not limited to transfer and withdrawal).

 

3. Party B shall conduct formal review on the payment amount, payment time, payment object, payment method and handling account according to the materials provided by Party A. Party B shall pay the loan funds to the transaction object of Party A after completing the formal review of the above payment elements and believing which meet the requirements of Party B. Once the loan funds enter the account of the transaction object provided by Party A, it shall be deemed that Party B has fulfilled the entrusted payment obligation. Party A shall check whether the payment was successful within 1 working day after the payment date, and notify Party B immediately if it is unsuccessful. Party A shall ensure that its transaction object is consistent with the specific purpose of the loan and transaction information.

 

4. The formal review of the above payment elements by Party B does not mean that Party B confirms the authenticity and legal compliance of the transaction, nor does it mean that Party B is involved in any dispute between Party A and its transaction object or other third parties, or that Party B needs to bear any responsibility and obligation of Party A. Party A shall compensate all losses suffered by Party B as a result of entrusted payment.

 

5. If the loan fund fails to be paid successfully or fails to be paid to the account of Party A’s transaction object in time due to the reasons not caused by Party B, such as incomplete, untrue, inaccurate information provided by Party A, non-conforming to the specific purpose of the loan, conflict between the information, etc., it shall be handled as follows:

 

(1) Party A shall bear all the consequences arising therefrom, including but not limited to all losses caused by the failure to successfully pay the loan funds or the failure to timely pay the loan funds to the account of Party A’s transaction object. Party B shall not bear any responsibility, and Party A shall compensate Party B for all losses incurred therefrom;

 

(2) For this part of loan funds, Party A shall not dispose of it in any form (including but not limited to transfer and withdrawal);

 

(3) Party A shall perform the duties of re-provisioning and correcting the information in accordance with the requirements of Party B within five working days;

 

/30

 

Party B has the right to recover this part of the loan funds in advance on condition that Party A violates any of the above agreements.

 

6. Party A shall bear all risks, responsibilities, and losses incurred in the failure to pay the loan funds, such as failure, error, and delay due to Party B’s fault, and Party B shall not bear any responsibility. Party A shall compensate Party B for all losses incurred therefrom.

 

 

 

29 Intentionally left blank in the agreement, not applicable.

30 Intentionally left blank in the agreement, not applicable.

 

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V. Party A Pays Independently

 

If the disbursement of a single loan does not conform to the entrusted payment of Party B as mentioned in Item 1, paragraph 4 of this Article, Party A may take the initiative to pay, i.e. Party A shall pay to its transaction object independently after Party B distributes the loan funds to the loan issuing account according to the withdrawal application of Party A. Party A shall ensure that its transaction object is consistent with the specific purpose of the loan and transaction information.

 

VI. No matter whether Party B is entrusted to pay or Party A pays independently, it is deemed that Party B has fulfilled the loan obligation upon the loan funds are transferred into the loan issuing account. Party A shall ensure that the loan issuing account is in normal status (including but not limited to not being frozen by the competent authority, etc.). After the loan funds transferred into the loan issuing account, Party A shall bear all the risks, responsibilities and losses caused by the freezing and deduction by the competent authorities. Party A shall compensate Party B for all losses incurred therefrom.

 

VII. Change of Payment Method

 

Party B has the right to change the payment method of loan funds under any of the following conditions, including but not limited to adjusting the applicable circumstances of entrusted payment (e.g. adjusting the amount standard of entrusted payment), changing the payment method of the disbursement of single loan, etc.:

 

1. Party A breaches any of the provisions of this Agreement;

 

2. Any circumstance that may endanger the creditor’s rights of Party B stipulated in this Agreement occurs;

 

3. Other circumstances where Party B considers it necessary to change the payment method of the loan funds.

 

Party A shall perform the obligation of re-submission of materials in accordance with the provisions of this Agreement and the requirements of Party B on condition that Party B changes the payment method.

 

Article 8 Use and Supervision of the Account

 

I. Loan Issuing Account

 

The loan issuing account under this Agreement shall be determined according to the following methods of item 1:

 

1. Party A shall, within 5 working days from the effective date of this Agreement and before the first loan issuing, open a special loan issuing account with Party B, which is specially used for the issuance and payment of all loans under this Agreement.

 

2. Other accounts opened by Party A in Party B (account number:/31).

 

II. Account for Recoupment Funds

 

1. Party A shall open an account for recouping funds with Party B or take the existing account (account No.: 44201002700052517141) already opened with Party B as the account for recouping funds within /32 working days from the effective date of this Agreement.

 

 

 

31 Intentionally left blank in the agreement, not applicable.

32 Intentionally left blank in the agreement, not needed as the Borrower has already opened and maintained an account for recouping funds due to previous transactions with the Lender.

 

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2. Party A shall summarize and report the fund in and out of the account for recoup funds to Party B on quarterly (select “monthly” or “quarterly”) basis. Party A shall, at the latest within initial 10 working days of each period, summarize and report the fund in and out of the account for recoup funds in the previous period to Party B.

 

3. Party B has the right to manage the fund in and out of the recoup funds in the account. Specifically, the account for recoup funds shall meet the following requirements of item /33 :

 

(1) Average stock of funds in the account:

 

/34

 

(2) The transfer time of recoup funds:

 

/35

 

(3) Proportion of Party A’s overall sales receipts transferred to the account:

 

/36

 

(4) Single limit for external payment of funds in the account:

 

/37

 

(5) Single-day limit for external payment of funds in the account:

 

/38

 

(6) Restrictions on related online banking for this account:

 

/39

 

(7) The external payment of funds in the account shall be subject to the consent of Party B;

 

(8) The account shall be used exclusively for the collection and repayment of the loan under the Agreement and shall not be used for other purposes;

 

(9) /40

 

(10) Other requirements proposed by Party B;

 

(11) It shall be implemented in accordance with the relevant agreement on the account management agreement separately signed by Party A and Party B.

 

Article 9 Repayment

 

I. Repayment Principles

 

The repayment of Party A under this Agreement shall be repaid in accordance with the following principles:

 

Party B has the right to use Party A’s repayment first to repay all expenses that shall be borne by Party A and paid by Party B in advance as well as the expenses for Party B to realize the creditor’s rights stipulated in this Agreement, the remaining amount shall be repaid in accordance with the principle of paying interest first and then the principal, and the principle of matching principal repayments. However, for the loan whose principal is overdue for more than 90 days and whose interest is overdue for more than 90 days, or the loan which is otherwise stipulated by laws, regulations or rules, after repayment of the above expenses, the repayment of Party A shall be made on the principle of repay the principal first and then the interest.

 

 

 

33 Intentionally left blank in the agreement, not applicable as the Lender did not require any of the following item from the Borrower.

34 Intentionally left blank in the agreement, not applicable.

35 Intentionally left blank in the agreement, not applicable.

36 Intentionally left blank in the agreement, not applicable.

37 Intentionally left blank in the agreement, not applicable.

38 Intentionally left blank in the agreement, not applicable.

39 Intentionally left blank in the agreement, not applicable.

40 Intentionally left blank in the agreement, not applicable.

 

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II. Interest Payment

 

Party A shall pay the interest due to Party B on the expiry date for interest. The first interest payment date is the first expiry date for interest after the issuance of loan. At the last repayment, interest shall be settled along with the principal.

 

III. Principal Repayment Plan

 

Party A shall repay the loan principal according to the principal repayment plan listed in the credit line loan withdrawal notice.

 

IV. Repayment Method

 

Party A shall, prior to the repayment date stipulated in this Agreement, reserve the amount payable in the current period on the account for recoup funds or other account opened by Party B and transfer the amount to repay the loan by itself (Party B also has the right to transfer funds from the account to repay the loan), or transfer funds from other accounts to repay loans on the repayment date agreed in this Agreement.

 

V. Early Repayment

 

In case of early repayment of Party A, it shall submit a written application to Party B 30 working days in advance, and Party A may repay part or all of the principal in advance with the consent of Party B.

 

If Party A repays the principal in advance, the interest shall be calculated according to the actual days of use and the loan interest rate determined in Article 5 of this Agreement.

 

If Party B agrees that Party A may repay the principal in advance, Party B shall have the right to collect compensation from Party A, and the amount of compensation shall be determined according to the following standards of item 1:

 

1. Compensation amount = principal amount prepaid x number of months prepaid x 3‰. If it is less than one month, it shall be calculated as one month;

 

2. /41

 

If Party A repays part of the loan principal in installments, the repayment shall be made in the reverse order of the repayment plan. After prepayment, the loan that has not been repaid shall still be executed according to the loan interest rate agreed in this Agreement.

 

Article 10 Rights and Obligations of Party A

 

I. Rights of Party A

 

(I) The right to apply to Party B for disbursement of the loan as agreed in the Agreement;

 

(II) The right to use the loan for the purposes agreed in this Agreement;

 

(III) The right to require Party B to keep confidential of the relevant financial information provided by Party A and the business secrets in production and operation, unless otherwise provided by laws, regulations and rules, otherwise required by the competent authorities, or otherwise agreed by both parties;

 

 

 

41 Intentionally left blank in the agreement, not applicable.

 

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(IV) The right to refuse Party B and its staff to ask for bribes, and the right to report the above-mentioned acts or Party B’s violations of relevant national laws and regulations such as credit interest rates and service charges to relevant authorities.

 

II. Obligations of Party A

 

(I) Withdraw and pay off the principal and interest of the loan in full according to the Agreement, and bear all expenses agreed in the Agreement;

 

(II) Provide various financial and accounting information, production and operation status information and other materials in accordance with the requirements of Party B, including but not limited to providing Party B with the balance sheet at the end of the previous quarter and the income statement as of the end of the previous quarter (public institutions shall provide the statement of income and expenditure) within /42 working days before the first month of each quarter. At the end of the year, the Party A shall timely provide the cash flow statement of the year, and ensure that the information provided is legal, true, complete, accurate and effective, and shall not provide false materials or conceal important business and financial facts;

 

(III) Party A shall notify Party B in writing within 3 working days after the occurrence of any major adverse event affecting its solvency or any other circumstance endangering Party B’s creditor’s rights, or any change in the name, legal representative (person in charge), domicile, business scope, registered capital or articles of association of the company (enterprise) and other business registration matters, and attach relevant materials after the change;

 

(IV) Party A shall use the loan according to the purposes agreed in this Agreement without misappropriation, and shall not use the bank loans to engage in illegal or illegal transactions or use the loan for investment in fixed assets, equity and other investments; shall not use the loan for fields and purposes prohibited by the State from production and operation, and shall not replace the liabilities arising from Party A’s investment in fixed assets, equity and other investments. It shall cooperate with and accept Party B’s inspection and supervision of its production, operation and financial activities, as well as the use and payment of loans under this Agreement, and shall cooperate with and accept the relevant requirements of post-loan management of Party B, and Party A shall not to withdraw funds, transfer assets or use related party transactions to evade debts to Party B; not to use the false Agreement with related parties to discount or pledge the creditor’s rights such as notes receivable and accounts receivable without actual trade background to obtain bank funds or credit; Party A shall pay the loan funds as agreed in this Agreement, and shall not circumvent Party B’s entrusted payment by means such as rounding to zero;

 

(V) Party A shall abide by the relevant national regulations on environmental protection in case of that Party A uses the loan under this Agreement for production and manufacturing;

 

(VI) Before paying off the loan principal and interest of Party B, Party A shall not use the assets formed by the loan under this Agreement to provide guarantee to the third party without the consent of Party B;

 

(VII) In the case that Party A is a group customer, Party A shall timely report to Party B the related transactions with more than 10% of the net asset of Party A, including: (1) the association relationships among transaction parties; (2) the item and nature of the transaction; (3) the amount or corresponding proportion of the transaction; (4) pricing policy (including transactions involving no amount or only nominal amount);

 

(VIII) Party A shall obtain the written consent of Party B before carrying out major issues such as merger, division, equity transfer, foreign investment and substantial increase in debt financing. However, the written consent of Party B shall not affect Party B’s right to take the relief measures agreed in this Agreement when Party B believes that the above-mentioned acts may endanger the safety of Party B’s creditor’s rights in the future;

 

 

 

42 Intentionally left blank in the agreement, not applicable as the Borrower was not obligated to provide the financial and accounting information specified in this paragraph pursuant to the terms herein.

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(IX) In case of Party A pays independently, Party A shall summarize and report the use and payment of the loan to Party B on a monthly basis. Party A shall, at the latest within the first /43 working days of each month, summarize and report to Party B the use and payment of the loan in the previous month, and submit a list of the actual use of the loan until the payment of the loan is completed. See Annex 4 for the format of summary report.

 

Article 11 Rights and Obligations of Party B

 

I. Party B has the right to require Party A to repay the principal, interest and expenses of the loan on schedule, to manage and control the payment of loan funds, to dynamically monitor the overall cash flow of Party A, to recover the loan in advance according to fund withdrawal of Party A, to exercise other rights stipulated in this Agreement, and to require Party A to perform other obligations under this Agreement;

 

II. Party B has the right to participate in the large-denomination financing (that is, the financing with a total amount of more than RMB /75 Yuan or the equivalent foreign currency), asset sale, merger, division, shareholding system transformation, liquidation of the property of Party A, to maintain the creditor’s rights of Party B. The specific participation method is the following item blank44:

 

1. Party A shall obtain the written consent of Party B when carrying out the above activities;

 

2. Party B arranges large-denomination financing for Party A;

 

3. The asset selling price and object of Party A shall comply with the following provisions:

 

/45

 

4. /46

 

5. Other actions that Party B believes should be taken.

 

III. Issue loans in accordance with the provisions of this Agreement, except for the delay or failure caused by Party A or other reasons not attributable to Party B;

 

IV. Keep confidential of the relevant financial information provided by Party A and the business secrets in production and operation, unless otherwise provided by laws, regulations and rules, otherwise required by the competent authorities, or otherwise agreed by both parties;

 

V. Party B shall not offer bribes to Party A or its staff, or ask for or accept bribes from Party A or its staff;

 

VI. Party B shall not act dishonestly or damage the legitimate interests of Party A.

 

Article 12 Liability for Breach of Agreement and Remedial Measures for Endangering the Rights of Party B as a Creditor

 

I. Breach of Agreement and Liability for Breach of Agreement by Party B

 

(I) If Party B fails to issue loans as agreed in this Agreement without justifiable reasons, Party A may demand Party B to continue to issue loans as agreed in this Agreement;

 

(II) If Party B violates the prohibitive provisions of national laws and regulations and collects interest and fees that should not be collected from Party A, Party A has the right to require Party B to refund them.

 

II. Breach of Agreement of Party A

 

(I) Party A violates any articles in this Agreement or any legal obligation;

 

(II) Party A expressly indicates or indicates by its behavior that it will not perform any obligation under this Agreement.

 

 

 

43 Intentionally left blank in agreement, not applicable.

44 Intentionally left blank in the agreement, not applicable as the Lender did not seek to exercise the right to participate in the following activities.

45 Intentionally left blank in the agreement, not applicable.

46 Intentionally left blank in the agreement, not applicable.

 

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III. Circumstances that May Endanger the Rights of Party B as a Creditor

 

(I) Under any of the following circumstances that Party B considers may endanger the rights as a creditor under this Agreement: Party A has trusteeship (takeover), leasing, shareholding system transformation, reduction of registered capital, investment, joint venture, merger, acquisition and reorganization, separation, equity transfer, substantial increase of debt financing, (to be) applied for suspension of business for rectification, application for dissolution, cancellation, and (to be) applied for bankruptcy, change of controlling shareholder / actual controlling person, transfer of major assets, suspension of production and closure, high fines imposed by the competent authorities, cancellation of registration and revocation of business license, involving major legal disputes, serious difficulties in production and operation or deterioration of financial status, decline of credit status, failure of legal representative or main person in charge to perform their duties normally;

 

(II) Under any of the following circumstances that Party B considers may endanger the security of the rights as a creditor under this Agreement: Party A fails to perform other debts due (including debts due to subsidiaries at all levels of China Construction Bank or other third parties), transfer property at low price and free of charge, reduce or relieve the debts of the third party, delay in exercising the creditor’s rights or other rights, or provide guarantee for the third party; the financial indicators of Party A fail to meet the requirements of Annex 2 “Financial Indicator Requirements”; abnormal fluctuation of funds in any account of Party A (including but not limited to the account for recouping funds and other monitoring account of Party B); Party A has a major cross-default event; the weak profitability of primary business of Party A; abnormal use of loan funds;

 

(III) Party A’s shareholders abuse the independent status of the company’s legal person or shareholder’s limited liability to evade debts, and Party B believes that it may endanger the security of creditor’s rights under this Agreement;

 

(IV) Fails to continuously meet any preconditions for loan issuance as agreed in this Agreement;

 

(V) In case of any of the following circumstances of the guarantor, Party B believes that it may endanger the security of the rights as a creditor under this Agreement:

 

1. The breaching of any article of the guarantee Agreement, or any false, error or omission in the statement and guarantee;

 

2. The Occurrence of the following circumstances: contracting, trusteeship (takeover), leasing, shareholding system transformation, reduction of registered capital, investment, joint venture, merger, merger, acquisition and reorganization, separation, joint venture, equity transfer, substantial increase of debt financing, (to be) applied for suspension of business for rectification, application for dissolution, cancellation, and (to be) applied for bankruptcy, change of controlling shareholder / actual controller or transfer of major assets, transfer property at a low price or free of charge, reduce or relieve debts of third parties, or delay in exercising creditor’s rights or other rights, suspension of production and closure, high fines imposed by the competent authorities, cancellation of registration and revocation of business license, involving major legal disputes, serious difficulties in production and operation or deterioration of financial status, decline of credit status, failure of legal representative or main person in charge to perform their duties normally, which may affect the guarantor’s ability to undertake the guarantee;

 

3. Other circumstances where the ability to guarantee is lost or may be lost;

 

(VI) In case of any of the following circumstances in mortgage or pledge, Party B believes that it may endanger the security of creditor’s rights under this Agreement:

 

1. The mortgaged property or pledged property is damaged, lost or reduced in value due to the acts of a third party, expropriation, confiscation, requisition, free recovery, demolition, changes in market conditions or any other reasons;

 

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2. The mortgaged property or the pledged property is sealed up, detained, frozen, deducted, retained or auctioned, supervised by the administrative organ, or the ownership of which is in dispute;

 

3. The mortgagor or pledgor violates any article of the mortgage Agreement or the pledge Agreement, or there is any false, error or omission in the statement and guarantee;

 

4. Other circumstances that may endanger the realization of the mortgage or pledge of Party B;

 

(VII) The guarantee is not established, not effective, invalid, revoked or canceled, the Guarantee breaches the Agreement or explicitly indicates or through its actions indicating that it will not perform its guarantee liabilities, or the Guarantee loses the guarantee ability in part or in whole, the value of the guaranty decreases and other circumstances, and Party B believes that which may endanger the security of creditor’s rights under this Agreement; or

 

(VIII) Other circumstances that Party B considers may endanger the security of the creditor’s rights under this Agreement.

 

IV. Relief Measures of Party B

 

In case of any of the circumstances contemplated in the second or third paragraphs of this Article, Party B has the right to exercise one or more of the following rights:

 

(I) Suspend the issuance of loans;

 

(II) Supplement the conditions of loan issuance and payment;

 

(III) Change the loan payment method in accordance with the Agreement;

 

(IV) Declare the immediate maturity of the loan, and require Party A to immediately repay the principal, interest and expenses of all matured and unmatured debts under this Agreement;

 

(V) Adjust, cancel or terminate the credit line accordingly, or adjust the valid period of credit line.

 

(VI) In case of Party A fails to use the loan for the agreed purpose, for the part misappropriated by Party A, Party B has the right to charge interest and compound interest according to the penalty interest rate and the interest settlement method agreed in this Agreement from the date when the loan is not used according to the agreed purpose to the date when all the principal and interest are paid off;

 

(VII) In case of the loan is overdue, for the loan principal and interest that Party A fails to pay off on time (including the loan principal and interest declared by Party B to be fully or partially due in advance), Party B has the right to calculate and collect the interest and compound interest according to the penalty interest rate and the interest settlement method agreed in this Agreement from the overdue date to the date when the principal and interest are fully paid off. Overdue loan refers to Party A’s failure to repay the loan on time or exceed the agreed time limit for repayment of principal in installments.

 

Before the loan becomes due, Party B shall have the right to calculate and collect compound interest on the interest that Party A fails to repay on time according to the loan interest rate and interest settlement method agreed in this Agreement;

 

(VIII) Other remedies, including but not limited to:

 

1. Transfer and collect the corresponding amount in RMB or other currencies from the account opened by Party A in China Construction Bank system without prior notice to Party A;

 

2. Exercise guarantee rights;

 

3. Require Party A to provide new guarantee that meet the requirements of Party B for all debts under this Agreement;

 

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4. Refuse Party A to dispose of the corresponding amount of deposit in the account (including but not limited to the account for recoup funds) opened by Party A in China Construction Bank System;

 

5. Terminate this Agreement.

 

Article 13 Other Provisions

 

I. Expenses Responsibility

 

1. Expenses incurred due to Party A’s breach of any agreement in this Agreement (including but not limited to the actual legal fees, arbitration fees, property preservation fees, travel expenses, execution fee evaluation fees, auction fees, notarization fees, service fees, announcement fees, attorney fees and other expenses incurred by Party B due to Party A’s breach of Agreement) shall be borne by Party A;

 

2. For other expenses, Party A and Party B agree as follows: /47

 

II. Use of Party A’s Information

 

Party A agrees that Party B may inquire Party A’s credit status from the credit database established with the approval of The People’s Bank of China and the competent credit investigation department or relevant units and departments, and agrees that Party B may provide Party A’s information to the credit database established with the approval of The People’s Bank of China and the competent department of credit investigation. Party A also agrees that Party B may reasonably use and disclose Party A’s information for business needs.

 

III. Announcement for Collection

 

Party B shall have the right to inform the relevant departments or units of Party A’s default on the principal and interest of the loan or other cases of breach of Agreement, and shall have the right to make a public announcement through the news media for collection.

 

IV. Evidence Validity of Party B’s Records

 

Unless there is reliable and definite evidence to the contrary, Party B’s internal accounting records about the principal, interest, expenses and repayment records, the documents and vouchers produced or retained by Party B in the process of Party A’s withdrawal, repayment, payment of interest and other business, as well as the records and vouchers of Party B’s collection of loans, shall constitute the confirmation evidence effectively proving the creditor’s rights relationship between Party A and Party B. Party A shall not raise any objection just on the ground that the above records, documents and vouchers are made or retained by Party B unilaterally.

 

V. Reservation of Rights

 

The rights of Party B hereunder shall not affect or exclude any other rights granted by laws, regulations and other Agreements. Any tolerance, grace period, preferential treatment, or delay regarding the performance of any rights hereunder shall be deemed neither as waive of the rights and interests hereunder nor as the consent or acceptance for any behaviors violating this Agreement. Such tolerance, grace period, preferential treatment, or delay regarding the performance of any rights hereunder shall neither restrict, prevent or hinder continuous performance of the rights or performance of other rights nor cause the Party B to assume any rights and obligations, arising thereof, for the Party A .

 

VI. In addition to the debts under this Agreement, if Party A has other debts due to Party B, Party B has the right to transfer and collect the RMB or other currency in the account opened by Party A in China Construction Bank system, and which shall be first used to pay off any debts due, and Party A agrees not to raise any objection hereof.

 

VII. In case of any change in Party A’s communication address or contact information, Party A shall immediately notify Party B in writing, and Party A shall bear the loss caused by failure to notify in time.

 

VIII. Transfer and Collection of Payables

 

Party B has the right to transfer the corresponding amount in RMB or other currencies from the account opened by Party A in China Construction Bank System for all the payables of Party A under this Agreement, without prior notice to Party A. Party A is obliged to assist Party B in handling the procedures of foreign exchange settlement and sale or foreign exchange trading, and the exchange rate risk shall be borne by Party A.

 

 

 

47 Intentionally left blank in the agreement, not applicable.

 

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IX. Dispute Resolution

 

Any dispute arising from the performance of this Agreement can be settled through negotiation. If negotiation fails, it shall be settled as the following methods of item 1:

 

1. File a lawsuit with the People’s Court of the place where Party B is domiciled.

 

2. Submit to the Arbitration Commission (place of arbitration is /48), and conduct arbitration in accordance with the arbitration rules in force at the time of applying for arbitration. The arbitration award is final and binding on both parties.

 

During the litigation or arbitration, the provisions of this Agreement that do not involve the disputes shall still be performed.

 

X. Conditions for the Agreement Entry into Force

 

This Agreement shall enter into force after being signed and stamped by the legal representative (person in charge) or authorized agent of Party A and the person in charge or authorized agent of Party B.

 

The annexes, disbursing application for the credit line loan, credit line loan withdrawal notice, various types of vouchers and other legal documents forming the relationship between creditor’s rights and debts under the Agreement shall be an integral part of the Agreement and have the same legal effect as the Agreement.

 

XI. This Agreement is made in septuplicate.

 

XII. Other Matters

 

(I) All outstanding debts (including principal and interest, various expenses, and so on) of Party A under the RMB Credit Line Loan Agreement (No.J2017Z30406) signed with Party B on November 15, 2017, shall occupy the credit line stipulated in the first paragraph of Article 1 of this Agreement.

 

(II) Relevant VAT Agreements

 

1. Unless otherwise agreed by the parties, the price and non price expenses under this Agreement shall be the price including VAT.

 

2. Invoice

 

2.1 Party B shall issue invoices in accordance with Item (1) below:

 

(1) If Party A requires to issue invoice, Party B shall issue value-added tax invoice of the current payment amount according to law after receiving the payment from Party A.

 

(2) Other agreements:/49

 

2.2 Invoicing information provided by Party A

 

Company Name (Full Name): United Time Technology Co., Ltd.

 

Taxpayer Identification No.: 914403006766520412

 

Bank Account: 755914819410602

 

Bank: Shenzhen Science Park Sub-branch of China Merchants Bank

 

Address: F2.64D-403, Tianzhan Building, Tian’an Chegongmiao Industrial Zone, Xiangmi Lake, Futian District, Shenzhen City

 

Tel: 0755-86512198

 

 

 

48 Intentionally left blank in the agreement, not applicable.

49 Intentionally left blank in the agreement, not applicable.

 

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2.3 If there is any need to invalidate the invoice or issue a credit note, Party A shall provide timely assistance as required by Party B. If the invoice cannot be voided or the credit note cannot be issued attribute to Party A, Party A shall compensate Party B for all losses, including but not limited to taxes, additional taxes, penalties, and late fees.

 

3. If Party A is an overseas agency of the People’s Republic of China, and the price and extra-price charges under this Agreement are subject to tax incentives and require tax filing for the purposes of laws, regulations, rules or relevant regulations of relevant authorities, Party A shall timely provide Party B with sufficient and accurate VAT tax preference filing information as required by Party B, so as to assist Party B in completing tax filing and other works.

 

(III) Agreed Terms of Service

 

Party A and Party B have agreed on the address for service and legal consequences of various notices, agreements, and documents related to this Agreement:

 

1. Address for service

 

(1) The effective address for service affirmed by Party A:

 

7 / F, Block A, Building 5, Software Industry Base, Nanshan District, Shenzhen City

 

(2) The effective address for service affirmed by Party B:

 

Block A, Rongchao Business Center, No.6003 Yitian Road, Futian District, Shenzhen City

 

2. Application of address for service

 

The addresses above for service are applicable to the delivery of various kinds of notices, agreements and documents relevant to the Agreement, including but not limited to the delivery of various kinds of notices, agreements during Agreement performance period, delivery of relevant documents during dispute and the delivery of relevant documents and legal documents in first trial, second trial and executive procedure and other procedures after the dispute’s entering arbitration and civil procedure.

 

3. Change of address

 

(1) If Party A needs to change the address for service, it shall notify Party B in writing 30 working days in advance, and the written notice shall be delivered to the address for service of Party B;

 

(2) If Party B needs to change the address for service, it shall notify Party A in writing.

 

(3) If one party changes its address in arbitration or civil litigation, the party shall also perform the obligation of written notice to the arbitration institution and the court.

 

(4) After one party performs the obligation of sending the notice of change of address according to the above agreement, the address for service after change will be the effective address for service; otherwise the previously confirmed address for service shall still be the effective address for service.

 

4. Legal consequences

 

(1) If the notice, agreement, legal document and other documents are not actually received by the party due to the address for service provided or confirmed by either party is inaccurate, the notice obligation is not fulfilled in time in the above manner after the change of address for service, the party or its designated receiver refuses to receive, and so on, in case of service by post, the date of return of documents shall be deemed as the date of service; in case of direct service, the date on which the addresser records the information on the service receipt on the spot shall be deemed as the date of service.

 

(2) For the above-mentioned address for service, the arbitration institution and the court can directly mail the service, even if the parties fail to receive the documents mailed by the arbitration institution and the court, due to the above agreement, it shall also be deemed as service.

 

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(IV) The loan interest rate under this Agreement is the interval interest rate, which is determined between the reduction of LPR interest rate by 38.5 basis points (1 basis point equals to 0.01%, accurate to 0.01 basis point) and the increase of LPR interest rate by 350 basis points (1 basis point equals to 0.01%, accurate to 0.01 basis point), the specific interest rate of a single withdrawal shall be subject to the corresponding loan withdrawal notice, and shall be adjusted once every 12 months from the date of withdrawal to the date of full repayment of principal and interest according to the LPR interest rate of the working day before the interest rate adjustment date and the corresponding up / down floating proportion. The interest rate adjustment date is the corresponding date of the withdrawal date in the current month of adjustment. If there is no corresponding date of the withdrawal date in the current month, the last day of the current month is the interest rate adjustment date. The withdrawal date mentioned in this item refers to the date when the loan issued each time is transferred to the loan issuing account agreed by Party A and Party B on condition that Party A applies for the disbursement of loan. (5) Repayment method: interest shall be paid on a monthly basis, and the principal and interest of the loan shall be settled in one time when due.

 

Article 14 Declaration Clause

 

I. Party A clearly understands the business scope and authority of Party B.

 

II. Party A has read all the terms and conditions hereof. As requested by the Party A, the Party B has made explanations for the corresponding terms and conditions hereof. The Party A has full information and understanding regarding the implication of the terms and conditions hereof and the corresponding legal consequence.

 

III. Party A’s signing and performance of its obligations under this Agreement are in accordance with laws, administrative regulations, rules and Party A’s articles of association or internal organization documents, and have been approved by competent internal organization of the company and /or by the competent state authorities.

 

IV. Party A’s production and operation are legal and compliant;

 

V. Party A has the ability to continue operations and has a legitimate source of repayment;

 

VI. Party A promises that all loans under this Agreement are based on the real needs of the specific purpose of the loan and do not exceed its actual needs.

 

VII. Party A and its controlling shareholders have good credit status and have no significant bad records.

 

VIII. Party B has the right to entrust other branches of China Construction Bank to issue loans under this Agreement and exercise and perform Party B’s rights and obligations under this Agreement, Party A has no objection to hereof.

 

IX. Party A declares that at the time of conclusion of this Agreement, it and its important related parties do not have any behavior or situation in violation of environmental and social risk management laws, regulations and rules, and promise to strengthen the environmental and social risk management of itself and its important related parties after the conclusion of this Agreement, and strictly abide by the laws, regulations and rules related to environmental and social risk management, put an end to the hazards and related risks to the environment and society in the construction, production and business activities (including but not limited to environmental and social issues related to energy consumption, pollution, land, health, safety, resettlement, ecological protection, energy conservation and emission reduction, climate change, and so on). Party A acknowledges that Party B has the right to supervise the environmental and social risk management of Party A and request Party A to submit the environmental and social risk report. If the above statement of Party A is false or the above commitment is not fulfilled, or Party A may cause environmental and social risks, Party B has the right to stop granting credit to Party A (including but not limited to refusal to issue loans, provide financing, issue letter of guarantee or letters of credit or bank acceptance bill, etc.),or to declare that the principal and interest of creditor’s rights (including but not limited to loans, financing, advances that have been or may occur, etc.) are due in advance, or to take other remedies as agreed in this Agreement or permitted by law.

 

Party A (Official Seal): United Time Technology Co., Ltd. (Seal Affixed)

 

Legal Representative (Person in Charge) or Authorized Agent (Signature): /s/ Minfei Bao

  

April 23, 2019

 

Party B (Official Seal): Shenzhen Branch of China Construction Bank Corporation (Seal Affixed)

 

Person in Charge or Authorized Agent (Signature): /s/ Ye Wang

 

 

April 23, 2019

 

This page contains no text (Seal)

 

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Annex 1:

 

Basic Information of the Loan

 

1. Specific purposes of the loan under the Agreement:

 

    Used for daily capital turnover, purchasing raw materials, etc.

 

    Party A shall not change the specific purpose of the loan without the written consent of Party B.

 

2. The repayment source of the loan under the Agreement:

 

Operating income, etc.

 

Party A shall ensure that the source of the repayment is real and legal, and the repayment cash flow is stable and sufficient.

 

3. Others:

 

/50

 

 

Annex 2:

 

Financial Indicator Requirements

 

The financial indicators of Party A shall continue to meet the following restrictions:

 

The ratio of liabilities to assets shall not be higher than 75%.

 

After notifying Party A within 5 working days in advance, Party B has the right to modify the above restrictions.

 

 

 

50 Intentionally left blank in the agreement, not applicable.

 

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Annex 3

 

Fund Allocation

 

Agreement No.  
Withdrawal Date  
No. Planned Purpose Anticipated Payment Amount Anticipated Payee (if any) Comments
1        
2        
...        
Total RMB _______ ten thousand Chinese Yuan (in words: _________)
Name of Borrower (Seal):
           

Annex 4

 

Summary of Independent Payment

 

Agreement No.  
Date of Submission  
No. Actual Use Payee Amount Supporting Materials Planned or not
1          
2          
           
Total RMB _______ ten thousand Chinese Yuan (in words: _________)
Name of Borrower (Seal):
Conclusion of Internal Review Account Manager (Signature):
Person in charge of Issuance and Payment Review (Signature):
             

 

Annex 5

 

China Construction Bank Corporation

Notice of Withdrawal

 

Borrower (full name): United Time Technology Co., Ltd.
Depository Account: 44201002700052517141-3001 Loan Account: to be determined by the certificate of the loan deposit
Name of the loan agreement: Renminbi Credit Facility Agreement Number of the loan agreement: HTZ442000000CNED201900005
Number the corresponding application to release this loan, if any:

Currency of the loan: Renminbi

Amount of the loan (in Chinese characters):

FIFTEEN MILLION CHINESE YUAN

 RMB15,000,000.00

(Fill in the blanks if the interest rate of this disbursement of Renminbi loan is set within a range, as agreed by the Credit Agreement)

The interest rate of this disbursement is set in a range, namely to be determined by the standard below (select by checking the box): ¨

¨ the benchmark interest rate as of the date of withdrawal ___ (floating upwards/downwards) _____%,

þ LPR interest rate plus (choose from “plus” or “minus”) 150 base points (1 base point = 0.01%, specified to 0.01 base point), and to be adjusted according to the credit agreement.

China Construction Bank Corporation Shenzhen Branch (the Lender in the credit agreement):

 

According to the loan agreement entered between you and our company on April 23, 2019, our company intends to withdraw the extended loan in the amount specified in this Notice. Please transfer the money to the account of our company at your bank (the depository account specified in this Notice), and make external payment according to related regulations.

 

Seal Verified

Verifier: Jiafeng Guo                                                                             Borrower: United Time Technology Co., Ltd. (Seal Affixed)

Reviewer: Jing Su

                                                                    May 10, 2019

We, the Bank, as the Lender under the credit agreement above, having received the Notice of Withdrawal from the Borrower, hereby transfer the money specified in the Notice to the Borrower’s depository account at Our Bank.

The Notice becomes the effective attachment and constituent part of the credit agreement above from the date of disbursement.

 

China Construction Bank Corporation Song Li (Seal Affixed)

May 10, 2019

 

Note: returned to the Borrower for its own record after the Bank’s the confirmation of receipts 

 

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