ENTRUSTED LOAN AGREEMENT

Tel: [            ]

Fax:

Legal Representative (Responsible Person): DING Lei

            Zip Code:100084

Tel:

Fax:

Legal Representative (Responsible Person): DING Lei

            Zip Code:

Tel: [            ]

Fax: [            ]

Responsible Person: ▇▇▇▇ ▇▇▇▇▇▇▇

            Zip Code: 100025

Party B shall deliver the full amount of entrusted funds to Party C prior to the withdrawn date specified in the Entrusted Loan Withdrawn Notice.

Conditions for the entrusted loan withdrawn:

Party C shall have received the entrusted funds, and the entrusted funds shall have not been sealed, frozen or deducted by the competent authorities;

the source of the entrusted funds delivered by Party B shall be legal;

Party C shall have received Party B’s Entrusted Loan Withdrawn Notice;

If the loan withdrawn hereunder is in a foreign currency, Party A shall have established a foreign exchange deposit account;

Both Party A and Party B shall have not breached any provisions hereof.

If the actual amount of the entrusted funds delivered by Party B is less than the amount of the entrusted loan to be withdrawn as agreed, Party C shall have the right to refuse such withdrawal.

661 million yuan (¥661,000,000) of the entrusted loan shall be withdrawn on December 23, 2014.

If Party C fails to provide the loan as agreed herein due to Party B’s reasons, Party B shall bear all liabilities independently to Party A, and Party C shall not bear any liability.

The guarantee to be adopted for the entrusted loan under this agreement is that Party B signs the guarantee agreement by itself.

If Party B entrusts Party C to sign the guarantee agreement, Party C shall have the right to decide independently whether or not to accept the entrustment.

Even if the Party C signs the guarantee contract, and even if the registration of the guarantee takes Party C as the security interest holder, Party C shall only act as an agent, and the security interest and related liabilities and risks shall belong to Party B.

If the guarantee needs to be registered, Party B shall complete the registration by itself, and Party C may complete the registration on behalf of Party B if Party C agrees.

Party B shall be responsible for the supervision of the guarantor and the collateral by itself, unless otherwise agreed in writing by Party B and Party C.

If Party B loses the security interests and suffers losses due to Party C’s fault, Party C shall compensate Party B for its direct losses according to Party C’s degree of fault, but the compensation of Party C shall not exceed the value that definitely would have been realized if the security interests had not been lost.

Principle of Repayment.

Payment of Interest.

Repayment of Principal.

Method of Repayment.

Prepayment.

Transfer of Repayment.

All repayments made by Party A shall be paid to Party B through Party C and shall not be paid directly to Party B. Party C shall promptly inform Party B upon receipt of the repayment from Party A.

Party B shall pay the business tax and other taxes legally required by Party B due to the entrusted loan by itself. Party C shall not have the obligation to withhold and pay taxes on Party B’s behalf. Party A and Party B shall undertake joint and several liabilities if Party A or Party B’s actions prevent Party C from carrying out accounting processing timely and accurately or cause Party C to suffer losses.

Principle of repayment when multiple loans mature.

Party C shall have the right to charge Party B a fee of 198,300 yuan (hereinafter referred to as the “Fee”).

Party B shall pay the Fee to Party C in full and on time pursuant to the provisions of this Article, regardless of whether Party A repays the principal, interest of the loan on time or otherwise breaches this agreement. If the loan relationship between Party A and Party B or the entrustment relationship between Party B and Party C is invalid, the Fee already collected by Party C shall not be refunded, and Party B shall still undertake the obligation to pay the unpaid Fee.

The specific standard, payment time and method of the Fee are as follows:

If Party B fails to pay the Fee as agreed above, Party C shall have the right to charge penalty by     % per day based on the unpaid overdue Fee, and Party C shall charge the Fee and penalty mentioned above from the principal and interest of the entrusted loan collected or from any account opened by Party B in Party C.

Expenses-Bearing:

Party A and Party B shall be jointly and severally liable to Party C for obligations as agreed in this Article.

Rights of Party A

Party A shall have the right to require Party B to inform Party C to provide the entrusted loan as agreed herein.

Party A shall have the right to use the loan for the uses agreed herein.

Party A shall, subject to the conditions stipulated by Party B, have the right to apply for extension of the loan to Party B, and with the consent of Party B and Party C, the three parties shall sign a loan extension agreement.

Party A shall have the right to require Party B and Party C to keep the relevant materials provided by Party A confidential, except as otherwise provided by laws, regulations, rules or this agreement.

Party A shall have the right to refuse Party B’s , Party C’s and their staffs’ solicitation of bribes, and shall have the right to report to the relevant departments the above-mentioned acts or violations of relevant laws and regulations of the State by Party B and Party C.

Obligations of Party A

Party A shall use the loan for the uses agreed upon in this agreement, shall not undertake any diversion or misappropriation of the loan. Party A shall actively cooperate with Party B in the inspection and supervision of the use of the loan under this agreement, provide relevant materials and information, such as the financial and accounting materials and the production and operation materials, etc., as required by Party B, and ensure that the materials and information provided are true, complete and effective.

Party A shall promptly inform Party B in writing of any of the following circumstances:

Party A has contracted, trusteeship (takeover), leased, shareholding reform, investment, joint operation, merger, acquisition, reorganization, division, joint venture, application for suspension and consolidation, application for dissolution, cancellation, application for bankruptcy, change of controlling shareholder/actual controller or transfer of major assets, suspension of production, suspension of business, high fines imposed by the authorities, cancellation of registration, revocation of business license, involving major legal disputes, serious difficulties in production and operation or deterioration of financial situation, legal representatives or principal responsible persons unable to perform their duties normally.

Party A has changed its name, legal representative (responsible person), address, business scope, registered capital or articles of association of the company (enterprise).

Other obligations agreed herein.

As the lender hereunder, Party B shall enjoy all rights and interests as a lender and shall undertake all obligations, responsibilities and risks as a lender.

Party B shall independently review the feasibility, legitimacy and compliance of the loan project, and the credit status, repayment ability and performance ability of Party A and/or the guarantor, make its own independent judgment and independently undertake the risk of the loan not being repaid in full and on time.

After withdrawal of the entrusted loan, Party B shall continuously supervise the use of the loan by Party A, pay constant attention to Party A’s operation, financial situation and repayment ability, and take appropriate measures in time when any circumstances of Party that may affect the realization of Party B’s claims occurs. Party B understands and agrees that Party C shall not have the abovementioned obligations.

Whether Party A repays the principal and interest of the loan, whether there is a breach of agreement or illegal act, or whether the loan relationship is valid or not, it shall not affect Party B’s obligations to Party C hereunder.

Party B shall have the right to inspect and supervise the use of the loan by Party A, to require Party A to provide financial and accounting information and production and operation information, and keep the above-mentioned information confidential, except as otherwise required by laws, regulations or competent authorities.

Upon maturity of the entrusted loan, Party B shall promptly collect the loan, file a lawsuit against Party A and the guarantor, apply for execution, declare bankruptcy claims and take other relief measures permitted by law, and shall not demand Party C to undertake the liabilities on the grounds that Party C is obliged to assist in the collection of the loan.

The instructions given by Party B to Party C shall be timely, clear, complete, consistent and complies with laws and the provisions of this agreement, otherwise Party C shall have the right to refuse to carry out the instructions, and the consequences arising therefrom shall be borne by Party B. Party B shall bear all legal consequences for any act performed by Party C according to Party B’s instructions.

Party B shall not require Party C to issue any form of deposit certificate for the entrusted funds. Even if Party C issues any form of deposit certificate to Party B for the entrusted funds, Party B shall not transfer, pledge or carry out any other disposition to the deposit certificate, and shall return the above-mentioned deposit certificate to Party C before Party C provide the entrusted loan to Party A. Party B shall not require Party C to pay or undertake any legal liability based on the deposit certificate.

Other rights and obligations of Party B agreed herein

Party C shall assist Party B to supervise whether Party A uses the loan for the agreed uses.

Party C shall have the right to report to Party B the information of Party A related to the entrusted loan and the information of deposits, loans and settlement of Party A in Party C.

In case of cancellation of industrial and commercial administrative registration, revocation of business license, death, disappearance and loss of the capability of civil conducts of Party A, Party C shall have the right to terminate the entrustment relationship with Party B and send the Notice of Termination of the Entrustment Relationship to Party B. The entrustment relationship between Party B and Party C and all obligations of Party C hereunder shall be terminated from the date of the notice.

Party C shall not be liable for any disputes or illegal behaviors between Party B and Party A.

If Party A fails to repay the entrusted loan in full and on time, and Party C compensates Party B based on the court judgment or arbitration award, all of Party B’s rights against Party A and the guarantor shall be assigned to Party C. Party A shall not raise any objection to the assignment of the above-mentioned rights, and shall undertake to perform its obligations and responsibilities to Party C immediately upon receipt of the written notice from Party C.

Party C shall assist Party B in collecting the entrusted loan pursuant to the following provisions:

Before the principal of the entrusted loan matures (including the maturity of the principal with installments, the same hereinafter), Party C shall calculate and settle the interest on the entrusted loan as agreed herein. After each repayment by Party A, Party C shall complete the corresponding accounting processing, and report to Party B the amount and time of repayment by Party A and the outstanding principal and interest of the loan still unpaid. Party B shall timely check the aforementioned accounting information report upon receipt of it. If there is any doubt or objection to the accounting information report, Party B shall submit it in writing to Party C within five working days after receipt of the report. Party C shall not be liable for the loss of Party A or Party B as a result of Party B’s failure to raise objections as agreed above. If Party A fails to pay the interest on the entrusted loan on the interest settlement date, Party C shall inform Party B in writing.

After the principal of the entrusted loan matures

If Party A repays the principal of the entrusted loan in full and on time, Party C shall record the account in accordance with the normal repayment procedure and timely inform Party. If Party A fails to repay the loan in full and on time, Party C shall inform Party B in writing of the overdue situation and conduct a loan collection to Party A within one month. Party C shall only send a loan collection notice in written form according to the name, address or telephone (fax) number of the recipient provided by Party A or Party B, and Party C shall have fulfilled its obligation to assist in the collection of the overdue entrusted loan. If Party C collects the loan by other means, it shall be deemed that Party C has fulfilled its obligation to assist in collection as long as there is evidence to prove it.

If Party A fails to repay the loan in full and on time, and if Party B still wishes to entrust Party C to continue to assist in the collection of the entrusted loan, Party B shall sign a separate Overdue Management Agreement for Entrusted Loans with Party C. If, within three months from the date of maturity of the full principal of the loan, Party B and Party C fail to sign Overdue Management Agreement for Entrusted Loans, all obligations of Party C hereunder shall be automatically terminated, and Party C shall have the right to settle and process the accounts related to the entrusted loan hereunder.

Party C’s obligation to assist Party B in collecting the entrusted loan is limited to the agreements of this paragraph.

Party C shall not be obliged to participate in any litigation, arbitration or bankruptcy procedure related to the entrusted loan and its guarantee, nor shall Party C be obliged to dispose of the debt repayment assets for Party B.

Default Circumstances and Liabilities of Party A

Default Circumstances of Party A

Breach of any provisions hereof;

Circumstances that Party B believes may affect the realization of claims.

Default Liabilities of Party A

Request Party A to correct the act of default within a time limit;

Notify Party C to suspend to provide the loans not yet withdrawn;

Collect penalty interest as agreed herein (if any);

Declare that all the principal and interest of the loan hereunder mature immediately, and request Party A to pay off immediately;

Other remedies permitted by law.

Default Circumstances and Liabilities of Party B

Default Circumstances of Party B

Failure to timely and fully deliver the entrusted loan funds to Party C; or the withdrawal of the entrusted loan pursuant to the agreement fails due to other reasons of Party B;

The source of the entrusted loan funds is illegal or non-compliant, or any representations and warranties made by Party B hereunder are untrue, inaccurate or incomplete;

Party B fails to pay Party C the Fee in full and on time as agreed herein;

Party B breaches any other provisions hereof.

Default Liabilities of Party B

For Party B’s act of default, Party A shall have the right to request Party B to correct within a time limit, request Party B to compensate for the loss and/or take other remedies.

Party C shall have the right to take one or more of the following remedies:

Request Party B to correct the act of default within a time limit;

Refuse to process the entrusted loan business for Party B;

Deduct the Fee owed by Party B directly;

Claim Party B to compensate for the loss;

Terminate the entrustment relationship between Party B and Party C;

Other remedies permitted by law.

Default Circumstances and Liabilities of Party C

After Party B delivers the entrusted loan funds to Party C as agreed herein, if Party C delays to provide the entrusted loan to Party A without justified reasons, Party B shall have the right to request Party C to provide the entrusted loan immediately.

If Party C fails to perform its obligation to assist in loan collection as agreed herein, with the result that Party B is unable to collect the principal and interest of the loan on time, and Party B does not have any fault, Party C shall undertake corresponding liability for Party B’s direct loss based on the degree of Party C’s fault.

Representations and warranties of Party A are as follows:

Party A has read all the terms of this agreement and fully understood the meaning and corresponding legal consequences of the terms hereof;

Party A’s signing and performance of the obligations hereunder conform to the provisions of laws, administrative regulations, rules and Party A’s articles of association or internal organizational documents, and have been approved by the internal authority of the company and/or competent state authority;

The use of proceeds of the entrusted loan hereunder is lawful. If the proceeds are used for a project requiring approval, the project has been approved by the competent authority.

Representations and warranties of Party B are as follows:

Party B has the legal qualification to entrust others to provide entrusted loans;

The entrusted funds come from legitimate sources and are not trust funds, public funds deposited in the name of a private person, or funds prohibited by laws and regulations from providing as entrusted loans;

Party B has the legal right to dispose of the entrusted funds and have been approved by the competent authorities;

The entrusted loan hereunder is not for purpose of violating or in fraud of national laws, regulations, rules or administrative supervision measures, and it does not harm the legitimate interests of the state, collectives or third parties;

In the entrusted loan business, Party C only acts as the agent of Party B, shall not undertake any risk of loans, does not promise that the principal and interest of the entrusted loan can be collected in full, and does not provide any form of guarantee for the entrusted loan. Any document signed by any employee of Party C in the name of Party C with Party B in any place to promise to collect the principal and interest of the entrusted loan, or to provide guarantee for the entrusted loan, is not the true intention of Party C and shall not be binding on Party C.

Collection of Payables

Use of Party A’s Information

Evidentiary Effect of Party C’s Records

Assignment and Succession of the Agreement

Party A’s assignment of rights and obligations hereunder shall be subject to the written consent of both Party B and Party C.

Party B’s assignment of rights and obligations hereunder shall be subject to the written consent of Party C.

Party C’s assignment of rights and obligations hereunder shall be subject to the written consent of Party B. However, due to the merger, division, establishment of subsidiaries and institutions or business function adjustment of China Construction Bank, with the notice in the form of correspondence or media announcement to Party A and Party B, Party C’s rights and obligations hereunder may be assigned to or inherited by a third party provided that such third party shall have the legal qualification to operate entrusted loan business.

Consequences of invalidity or Revocation of This Agreement

If the entrustment relationship between Party B and Party C is valid, but the loan relationship between Party A and Party B is invalid or revoked, Party C shall not undertake any legal liability thereby, and at the same time:

If Party C has not delivered the entrusted funds to Party A, Party C shall return the entrusted funds to Party B without paying interest;

If Party C has delivered the entrusted funds to Party A, Party B shall directly request Party A to return the entrusted funds. Party C shall not be liable for the losses suffered by Party B.

If the loss of a third party is caused, Party A and Party B shall share the legal liability according to their respective faults, and Party C shall not undertake the liability.

If the entrustment relationship is invalid or revoked, but the loan relationship is valid, the following provisions shall apply:

If Party C has not delivered the entrusted funds to Party A, Party C shall return the entrusted funds to Party B without paying interest;

If Party C has delivered the entrusted funds to Party A, Party A and Party B shall negotiate with each other pursuant to the law to settle the entrusted funds, and Party C shall not undertake any legal liability.

If the entrusted relationship is invalid or revoked, and the loan relationship is also invalid or revoked, the following provisions shall apply:

If Party C has not delivered the entrusted funds to Party A, Party C shall return the entrusted funds to Party B without paying interest;

If Party C has delivered the entrusted funds to Party A, Party B shall directly request Party A to return the entrusted funds. and Party C shall not be liable for the losses suffered by Party B;

If the loss of a third party is caused, the legal liability shall be shared by both Party A and Party B according to their respective faults, and Party C shall not undertake the liability.

Party B shall supervise and inspect Party A by itself and obtain Party A’s information through other channels, and shall not rely on Party C. Party C may make its own decision to report Party A’s information to Party B, but Party C shall not be responsible for the timeliness, authenticity, completeness, accuracy and validity of the information reported.

If Party A and Party B mutually agree that Party B shall waive the entrusted loan claims hereunder, Party A and Party B shall issue an official letter and provide the company decision documents with legal force (resolution of the shareholders’ meeting, resolution of the board of directors, etc.) to Party C, and the obligations of Party C hereunder shall be eliminated. However, the obligations and liabilities of Party A and Party B hereunder, including the payment of expenses incurred, shall not be affected.

In case of any change in the mailing address or other contact information of either party set forth herein, this party shall inform the other parties immediately, and the loss caused by such failure shall be borne by the changing party.

The rights enjoyed by Party C pursuant to laws or provisions of this agreement shall not be interpreted as obligations of Party C. If Party C fails to immediately exercise or waives the exercise of such rights, Party A or Party B shall not request Party C to undertake any legal liability on this basis.

Documents related to this agreement, such as notice of withdrawn of entrusted loans, letter of confirmations, etc. shall constitute the integral parts of this agreement.

This agreement is prepared in four counterparts.

Other provisions

Notice and Delivery

Delivery by specially-assigned courier (including acknowledged express service delivery) shall be deemed as delivered upon delivery to the recipient’s address with receipt signature, even if the recipient refuses to receive it.

Delivery by registered mail shall be deemed as delivered on the seventh day from the date of posting.

Delivery by fax shall be deemed as delivered upon the confirmation receipt of the fax, and if there is no confirmation receipt, the time recorded by the sender’s fax equipment shall be deemed as delivered.

Delivery by e-mail shall be deemed as delivered at the moment the sender successfully sends it to the e-mail address specified by the recipient.

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Zip Code:100084

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Zip Code: 100025

Dispute Resolution

Effectiveness of Agreement