Common use of Entrusted payment Clause in Contracts

Entrusted payment. (a) For any proposed utilisation amount exceeding RMB 10,000,000 (inclusive), such Loan shall be advanced by means of “entrusted payment”. The Facility Agent shall, upon the payment instruction and aforesaid particulars given by the Borrower, directly transfer the amount of the Loan to the relevant payee(s) on the date such amount is deposited into the Loan Account pursuant to paragraph (b) of Clause 5.4 (Lenders’ Participation) above. If the payee(s) or the payee(s) account number (s) given by the Borrower in its payment instruction are inconsistent with that in the particulars submitted by them, the Facility Agent has the right to refuse such payment. (b) The Borrower shall, no later than 11:00 a.m. on the day at least five (5) Business Days before the Utilization Date, submit to the Facility Agent the particulars of the purpose of such utilisation and relevant supporting documents (subject to any applicable confidentiality obligations), including: (i) photocopies of the contracts or purchase orders; or (ii) photocopies of invoices; and (iii) payment instruction; and (iv) other materials as requested by the Facility Agent. In respect of item (i) and item (ii) above, such contract, purchase order or invoice shall specify the name of counterparty, payment amount (which shall be no less than the proposed drawdown amount) and name of goods (if applicable). In respect of item (iii), such payment instruction shall indicate the name of the payee which is consistent with the name of counterparty as set out in the relevant contract, purchase order or invoice in item (i) or item (ii). The Facility Agent shall, (x) at least four (4) Business Days before the Utilisation Date but in any event within one (1) Business Day after receiving the Utilisation Request, provide the Utilisation Request to the Lenders; (y) at least two (2) Business Days before the Utilisation Date but in any event after reviewing the documents required above, confirm at its own discretion whether such disbursement of the Loan proceeds is consistent with the loan purpose of the Facility and notify the Lenders of the same; and (z) within five (5) Business Days after the Utilization Date, provide email confirmation to the Lenders that the Loan proceeds so requested by the Borrower have been transferred to the relevant payee(s). (c) If any amount transferred by the Facility Agent directly to the relevant payee pursuant to paragraph (a) above is refunded to the Loan Account due to incompleteness or incorrectness of such payment information filled in by the Borrower or for any other reason, the Facility Agent shall have the right not to credit such refund in the interim, or freeze such refund that has been credited into the Loan Account, until the Borrower re-submits the correct payment instruction. (d) Notwithstanding the foregoing, in no case can the funds in the Loan Account be paid into any other account opened by the Borrower with the Facility Agent or any other financial institution. In case of any Event of Default, the Facility Agent shall have the right to refuse and/or stop any withdrawal by the Borrower of funds in the Loan Account. (e) The Lenders hereby agree that the Facility Agent may use its reasonable commercial efforts to act on behalf of the Lenders to examine all supporting documents provided by the Borrower and make judgement whether to grant drawdown under this Clause 5.

Entrusted payment. (a) For any proposed utilisation amount exceeding RMB 10,000,000 (inclusive), such Loan shall be advanced by means of “entrusted payment”. The Facility Agent shall, upon the payment instruction and aforesaid the particulars described in paragraph (b) of this Clause 5.6 below given by the Borrower, directly transfer the amount of the Loan to the relevant payee(s) on the date such amount is deposited into the Loan Account pursuant to paragraph (b) of Clause 5.4 (Lenders’ Participation) above. If the payee(s) or the payee(s) account number (s) given by the Borrower in its payment instruction are inconsistent with that in the particulars submitted by themthem in accordance with Clause 5.6(b)(i) below, the Facility Agent has the right to refuse such paymentpayment until such inconsistency has been resolved to the Facility Agent’s reasonable satisfaction. (b) The Borrower shall, no later than 11:00 a.m. on the day at least five (5) Business Days before the Utilization Date, submit to the Facility Agent the following additional documents for the purpose of such “entrusted payment” together with the Utilisation Request: (i) the particulars of the purpose of such utilisation and relevant supporting documents (including but not limited to payee name, payee account number, payment amount, purpose, contract number (if any), photocopy of the contract (if any), purchase order (if any), and invoice (if any)), subject to any applicable confidentiality obligations), including: (i) photocopies of the contracts or purchase orders; or; (ii) photocopies of invoices; and (iii) payment instruction; and (iviii) other materials as reasonably requested by the Facility Agent. In respect of item (i) and item (ii) above, any such contract, purchase order or invoice shall specify the name of the counterparty, payment amount (which shall be no less than the proposed drawdown amount) and name of goods (if applicable). In respect of item (iiiii), such payment instruction shall indicate the name of the payee which is consistent with the name of the counterparty as set out in the relevant applicable contract, purchase order or invoice in item (i) or item (ii). The Facility Agent shall, (x) at least four (4) Business Days before the Utilisation Date but in any event within one (1) Business Day after receiving the Utilisation Request, provide the Utilisation Request to the Lenders; (y) at least two (2) Business Days before the Utilisation Date but in any event promptly after reviewing the documents required above, confirm at its own reasonable discretion whether such disbursement of the Loan proceeds is consistent with the loan purpose of the Facility and notify the Lenders of the same; and (z) within five (5) Business Days after the Utilization Date, provide email confirmation to the Lenders that the Loan proceeds so requested by the Borrower have been transferred to the relevant payee(s). (c) If any amount transferred by the Facility Agent directly to the relevant payee pursuant to paragraph (a) above is refunded to the Loan Account due to incompleteness or incorrectness of such payment information filled in by the Borrower or for any other reason, the Facility Agent shall have the right not to credit such refund in the interim, or freeze such refund that has been credited into 1602149 12 Facility Agreement the Loan Account, until the Borrower re-submits the correct payment instruction. (d) Notwithstanding the foregoing, in no case can the funds in the Loan Account be paid into any other account opened by the Borrower with the Facility Agent or any other financial institution. In case of any Event of Default, the Facility Agent shall have the right to refuse and/or stop any withdrawal by the Borrower of funds in the Loan Account. (e) The Lenders hereby agree that the Facility Agent may use its reasonable commercial efforts to act on behalf of the Lenders to examine all supporting documents provided by the Borrower and make judgement whether to grant drawdown under this Clause 5.