Exhibit 10.1


 





Number: 0400000928-2018nian (Henggang) No.
00148







 


Working Capital Loan Contract


 


Important note: The contract is signed between
borrower and lender according to laws and on equal and willing basis, and all the terms of this contract are true meaning of both
sides. In order to protect the borrower’s legitimate rights and interests, the lender hereby inform the borrower to pay full
attention to all the terms concerning the rights and obligations of both parties , especially the bold parts of the contract.


 


The lender: Industrial and Commercial Bank
of China Ltd. Shenzhen Henggang Branch


Person in charge: Duoping Yang   


Residence (address): East City Center Garden Street
Shops 132, 132A, 133, Henggang Street, Longgang District, Shenzhen   


Zip Code: 518000


 


Borrower: Springpower Technology (Shenzhen)
Co., Ltd.


Legal representative: Dangyu Pan   Contact:
Sun Xun


Residence (address): Factory A, Chaoshun Industrial
Zone, Renmin Road, Fumin Residential Area, Guanlan, BaoAn District,   


Zip Code: 518000


Tel: 0755 -89686236   Fax: 0755-89686819   E-mail:
/


 


After equal negotiation, both sides agreed to
enter into this particular contract.


 


The First Part   Basic Provisions


 


Article 1 The Use of the Loan


 


The loan can be used for the below purpose and
shouldn’t be used for any other purposes without written consent of the lender, the lender has the right to monitor the use
of funds.


 


Use of loan: The loan can be used as current funds
for production and operations.


 


Article 2 The Loan Amount and Duration


 


2.1 The amount under this contract is RMB10,000,000.00
(RMB TEN MILLION ONLY)


 


2.2 The term under this contract is 12 months
from the date of actual withdrawal (if separate withdrawal, from the date of the first withdrawal), the actual withdrawal date
is the date on IOU.


 


Article 3 Rate, Interest and Cost


 


3.1 To Determine the RMB Loan Interest Rates


 


RMB loan interest rates shall be determined according
to the following (2)


 


(1) Fixed interest rate. Annual interest rate
shall be /% and will not change during the duration.


 


(2) Floating interest rates. Interest rate shall
be determined by base rate plus floating rate. Base rate is the corresponding base lending rate announced by the People's Bank
of China on the effective date of the contract with underlying term the same as in section 2.2. The floating rate
is 51.40% of the base rate, and shall not change within the loan period. After withdrawal, the interest rates
shall be adjusted every 3 months. The date to determine the second period’s interest rate is the corresponding
date when the first period ends.  If the corresponding date does not exist, then choose the last day of that month. Interest
rate of each withdrawals shall be adjusted according to A.


 




    	 	 	 



     


    

  


A, the interest rate for each withdrawal during
any six month period shall be determined according to the rate set at the beginning of the underlying period regardless of the
number of withdrawals and shall be adjusted at the next six month period.


 


B, Borrowing rates of each withdrawal are determined
and adjusted individually.


 


(3) Floating interest rates. Interest rate
shall be determined by base rate plus floating rate. Base rate is up 0.92% of national interbank lending rates, and the rate
cannot change during the period.


 


3.2 To Determine the Foreign Exchange
Loan Interest Rates


 


Borrowing rates in foreign currency follow
the / ways to determine:


 


(1) Fixed interest rate. Annual interest rate
shall be / and shall not change during the duration.


 


(2) Floating interest rates, borrowing rates to
/ months / (LIBOR / HIBOR) as the base rate plus / basis points (one basis point to 0.01%) consisting of a floating interest rate
spreads. Contract period plus point spreads remain unchanged. The use of sub-pen drawing and each withdrawal rates were calculated.
Borrower after the withdrawal, following the / ways to adjust the benchmark interest rate, interest-bearing segment:


 


A, the benchmark interest rate changes in accordance
with the corresponding period. The second phase of the benchmark interest rate adjustment date for a full withdrawal on the corresponding
day after, if you adjust the month and the withdrawal does not exist on the corresponding date, places corresponding to the last
day of the month, day, and so on other phases.


 


B, the benchmark interest rate changes in the
first day of each Interest Period.


 


(3) Other: /


 


3.3 Interest for the borrower under the contract
is calculated on a daily basis from the date of withdrawal and is paid on a monthly basis (month / quarter / half year) interest
settlement. When the loan matures, interest should be settles along with the principal. One day interest rate = interest rate /
360.


 


3.4 Late penalty rate under the contract is 150%
of the original loan interest rate, penalty interest rate for misappropriation of the loan is 150% of the original loan interest
rate.


 


Article 4 Withdrawal (This section
does not apply to loan cycles.)


 


4.1 Funds should be withdrawn based on the actual
needs, the borrower can make single or multiple withdrawals to the loan amount limit before 6th Nov 2018.


 


4.2 If the borrower does not withdraw according
to the contract, the lender has the right to cancel all or part of the remaining unused balance. 


 


Article 5 Repayment


 


5.1 Borrower repay the loan under this contract
in one single lump sum.


 


5.2 If the Borrower prepay the principal in advance,
the borrower should compensate the lender. The compensation should be calculated as: the amount of principle that is prepaid x
the remaining time under the contract (number of months) x 0.1%; the number of months calculated for remaining time should be rounded
to the greater integral number.


 


Article 6 Cycle Loan Special Agreement 
Not Applicable.


 




    	 	 	 



     


    

  


Article 7 Guarantees


 


Under the contract, the corresponding maximum
guarantee contracts are the following:


 


Maximum amount of guarantee contract name: "The
Maximum Guaranteed Contract" (ID: ICBC 0400000928-2015 henggangbaozi 0014)


 


Guarantor: Huizhou Highpower Technology Co., Ltd.


 


Maximum amount of guarantee contract name: "The
Maximum Guaranteed Contract" (ID: ICBC 0400000928-2015 henggangbaozi 0013)


 


Guarantor: Hong Kong Highpower Technology Co.,
Ltd.


 


Maximum amount of guarantee contract name: "The
Maximum Guaranteed Contract" (ID: ICBC 0400000928-2015 henggangbaozi 0012)


 


Guarantor: Dangyu Pan


 


Maximum amount of guarantee contract name: "The
Maximum Collateral Contract" (ID: ICBC 0400000928-2016 henggangdizi 0024)


 


Guarantor: Shenzhen Highpower Technology Co.,
Ltd.


 


Article 8 Financial Agreement  Not
Applicable


 


Article 9 Dispute Resolution


 


Dispute resolution under this contract is resolved
through litigation at the court with jurisdiction where the lender is located.


 


Article 10 Other


 


10.1 Contract is in triplicate, the borrower has
one copy, the lender has two copies, which have the same legal effect.


 


10.2 The following attachments along with other
attachments mutually recognized form an integral part of this contract, and have the same legal effect as the contract:


 


Annex 1: Notice of Withdrawal


Annex 2: commission payment protocol


 


Article 11 Other Matters Agreed by the Parties


 


Article 11 Other Provisions Agreed by Both
Parties  


 


/ 


 


/ 


 


/


 


The Second Part   Specific
Provisions


 


Article 1   Rate And Interest


 





1.1 In foreign currency borrowings, LIBOR is the benchmark interest
rate on the withdrawal date or two banking days before the adjustment date of base interest rate (11:00 noon London time) Reuters
(REUTERS) Financial Telecommunication terminal "LIBOR" page displays the borrower under this contract currency interbank
offered rate; HIBOR as the benchmark interest rate adjustment date or withdrawal two banking days before (11:15 noon Hong Kong
time) Reuters (REUTERS) Financial Telecommunication terminal "HIBOR" page shows the same industry in HK Offered Rate.







 




    	 	 	 



     


    

  


1.2 For loans with floating interest rates under
the contract, , the rules to adjust the underlying interest rate will not be changed.


 





1.3 For loans with interest rates settled monthly, interest
settlement date is 20th of each month; For loans with interest rates settled quarterly, the interest settlement date is the 20th
of the last month of each quarter; For loans with interest rates settled semi-annually, interest settlement dates are June 20 and
December 20 of each year.







 


1.4 The first interest period is from the actual
withdrawal date to the date of the first interest settlement date; the last interest period is from the following day after the
previous interest period to the final repayment date; other interest period is from the following day after the previous interest
period to the next interest settlement date.


 


1.5 In the case the People's Bank of China adjust
the policies to mandate loan interest rate, the lender will follow such policies, and will not notify the borrower.


 


1.6 Upon signing the contract, if the loan interest
rate is discounted from the base interest rate determined by People’s Bank of China, the Lender has the right to reevaluate
the discount given to the Borrower based on the national policies, credit quality of the borrower, and the changes of the guarantors,
etc. The Lender has the discretion to decide on the cancellation of part or all discount, and will notify the borrower in the due
course.


 


Article 2   Loan Withdrawal
and Release


 


2.1 Upon withdrawal, the borrower must meet the
following prerequisites, otherwise lenders are not obliged to release any funds to the borrower, except the lender agrees to advance
loans:


 


(1) Except loans on credit, the Borrower has provided
appropriate guarantee according to the Lender’s requirements, and related guarantee procedures are completed;


 


(2) No breaches occurred under this contract or
other contracts signed by the Borrower and the Lender.;


 


(3) Evidence of use of funds provided by the borrower
conforms to the agreed use of funds;


 


(4) Provide any other materials needed by the
lender.


 


2.2 The written documents provided by the Borrower
to the Lender upon withdrawal shall be original; Under conditions that original written documents cannot be provided, after the
consent of the Lender, a copy of the duplicate with the official seal stamped from the Borrower.




 


2.3 Borrowers must submit withdrawal notice to
the Lender at least five banking days in advance before any withdrawal. Once withdrawal notice is submitted, without the written
consent of the lender, it may not be revoked.


 


2.4 If the Borrower meets the prerequisites for
withdrawal or agreed by the Lender to advance the loan, the lender transfers loan amount to the designated borrowers’ account,
the lender is deemed to have issued the loan to the Borrower in accordance with the contract.


 


2.5 In accordance with relevant regulatory requirements
and management requirements of lenders, loans more than certain amount or that meet other conditions should be paid by entrusted
payment of the Lender, the Lender should pay loans to the designated object with the borrower's withdrawal application and payment
commission.


 


Therefore, the Borrower should sign entrusted
payment agreement with the Lender as the attachment of the contract, and should open or designate a specific account at the Lender’s
bank to settle the payments.


 


Article 3   Repayment


 


3.1 The Borrower shall timely repay the contract
principal, interest and other payables in full. On the payment date and one banking day before each settlement day, current payable
interest, principal and other payables should be fully deposited into the repayment account opened at the Lender’s bank ,
which shall be collected by the Lender on the repayment date or interest settlement date, or the Lender has the right to require
the Borrower handle transfer procedure . If the repayment amount in the account is insufficient to cover all due amounts of the
Borrower, the lender has the right to decide the liquidation order.


 




    	 	 	 



     


    

  


3.2 The Borrower should submit written application
10 banking days in advance for advanced repayment of all or part of the loans to the lender with the consent of the Lender to pay
compensation to the Lender in accordance with the standard agreed in the contract.


 


3.3 The Borrower shall repay due principal, interest
and other payables in advance with the consent of the Lender according to the contract on the advanced repayment date .


 





3.4 The lender has the right to call loans in advance according
to the returning situation of borrower’s funds.


 


3.5 If the actual loan period is shorten because of the advanced
repayment by the Borrower or advanced loan call by the Lender according to the contract, the corresponding interest rate level
will not be adjusted.




 


Article 4   Cycle Loan (Not
Applicable)


 


Article 5   Guarantee


 


5.1 In addition to loans on credit, the borrower
should provide legitimate and effective guarantee that is accepted by the Lender to fulfill the obligations under the contract
.. Guarantee contracts are signed separately.


 





5.2 Borrower shall promptly notify the lender, and further provides
other guarantees accepted by the Lender under the conditions that damages, depreciation, property disputes, being seized or detained,
or discreet disposal of collateral by the Borrower, or the guarantor’s financial condition changes adversely;


 


5.3 If accounts receivables are pledged as collaterals under
the contract during the period the contract is still effective, the lender has the right to declare early maturity of loans, and
require the borrower to immediately repay some or all of loan principal and interest, or request additional legitimate and effective
collaterals against the loans, if one of the following conditions occur:


 


(1) The pledgor of the accounts receivable bad debt increases
on the payer of which the accounts receivable are pledged, for two consecutive months;


 


(2) The accounts receivable that is uncollectable accounts for
over 5% of the pledgor’s total accounts receivable;




 


(3) The accounts receivable is due and uncollectable
when trade disputes (including but not limited to quality, technology, service-related disputes) or debt disputes between the pledgor
and payer


 


Article 6   Account Management


 


6.1 Borrower shall designate a special account
at the Lender’s bank for cash inflows for collecting sales revenues or planned capital repayment. Corresponding to the sales
in the form of non-cash settlement, the borrower should ensure timely receipt of funds into the designated account.


 


6.2 Lender has the right to monitor the designated
account, including but not limited to the capital income and expenditure, the borrower should cooperate. If required by the Lender,
the Borrower should enter into a special account control agreement.


 


Article 7   Representations
and Warranties


 


Borrower makes the following representations and
warranties to the lender, and such representations and warranties remains in effect under the term of the contract:


 


7.1 Borrower shall have the qualification, and
ability to perform the contract signed with the Lender.


 




    	 	 	 



     


    

  


7.2 The Borrower has received all the necessary
authorization or approval to sign and perform this contract, which is not in violation of the Articles of Association and relevant
laws and regulations, and shall bear other obligations under the contract not in conflict with other contracts.


 


7.3 The borrower has been scheduled to meet other
debt payments, bank loan principal and interest owed no malicious behavior.


 


7.4 The borrower has a sound organizational and
financial management system, in the last year of production and management process has not a major act of violation of discipline,
the current senior management has no significant adverse record.


 


7.5 The borrower provides to the lender of all
documents and information are true, accurate, complete and effective, there is no false record, misleading statement or significant
omission.


 





7.6 The borrower provides to the lender's financial and accounting
reports are prepared under Chinese accounting standards, true, fair and complete reflection of the borrower's operations and liabilities,
and the borrower's financial situation has not any material adverse change since the most recent financial reporting period.


 


7.7 The borrower has not concealed to the lender any litigation,
arbitration or claim involved.




 


Article 8   Borrower Commitment


 


8.1 The Borrower withdraws and uses funds under
terms and conditions in the contract. The borrowed money is not used for fixed assets and equity and other investments, not in
any way into the stock market, futures market or uses prohibited by relevant laws and regulations.


 


8.2 Repay the loan principal and interest and
other payables in accordance with the contract.


 


8.3 Accept and actively cooperate with the lender
for account analysis, inspection, on-site reviews, etc., including use of the loan, including the use of funds and supervision
of the inspection. In accordance with the lender’s requirements, the borrower periodically provides summary reports for the
use of funds.


 


8.4 Accept the lender's credit check required
by the lender, and provide the lender with balance sheet, income statement and other financial and accounting information reflecting
the borrower's solvency, to actively assist and cooperate with the lender to investigate and review its financial situation and
production operations.


 


8.5 Before paying off the loan principal and interest
under the contract and other payables, the Borrower is not allowed to repay and dividends.


 


8.6 For the merger, divesture, reduction, changes
in ownership, transfer of substantial assets and debt, significant foreign investment, substantial increase in debt financing and
other activities that may adversely affect the rights of the Lender’s interest, prior written consent is required by the
lender.


 


8.7 One of the following circumstances occurs,
notify the lender:


 


(1) The change on articles of incorporation, business
scope, registered capital, the legal representative;


 


(2) Out of business, dissolution, liquidation,
business for rectification, revocation of business license is revoked or application (by application) bankruptcy;


 


(3) Or may be involved in major economic disputes,
litigation, arbitration, or the property was legally seized, detained or regulation;


 


(4) Shareholders, directors and senior management
is currently involved in serious cases or economic disputes.


 


8.8 Timely, completely and accurately disclose
related party relationships and related party transactions.


 


8.9 Sign and verify notices mailed, or in the
form, from lender ..


 


8.10 Not dispose of assets in order to reduce
the solvency; provide guarantees to third parties without damaging the interest of the lender.


 




    	 	 	 



     


    

  


8.11 If the loans under the contract are on credit
basis, the Borrower should provide complete, true, accurate information to reflect providing guarantees that may affect its obligations
under this contract, and acquire written consent from the lender.


 


8.12 Take responsibility for the expenses from
the Lender in purpose of fulfillment of contracts, including but not limited to litigation or arbitration fees, property preservation
fees, legal fees, execution fees, assessments fees, auction fees, notice fees.


 


8.13 Debt settlement under the contract is in
priority to its shareholders, and at least has equal status with the borrower's other similar debt from other creditors and borrowers.


 


8.14 Reinforce the social and environmental risk
management, and agree to accept inspections by the Lender. If requested by the Lender, the Borrower agrees to provide the corresponding
report.


 


Article 9   Lender Commitment


 


9.1 Release loans to the Borrower in accordance
with the contract.


 


9.2 Maintains the confidentiality of non-public
information, except required by laws and regulations otherwise.


 


Article 10   Breach of Contract


 


10.1 Any of the following events constitutes an
event of breach:


 





(1) The borrower fails to repay principal, interest, and other
payables in accordance with the provisions specified in this contract, or fails to fulfill any other obligations in this contract,
or contrary to the statements, guarantee and commitments in this contract;


 


(2) The guarantees in this contract have adversely changed to
the Lender’s loan, and the Borrower is not available to provide other guarantees approved by the lender;







 


(3) Fail to pay off any other debts due by the
Borrower, or fails to fulfill or breach other obligations in this contract, or likely to affect the performance of the obligations
in this contract;


 


(4) The financial performance of the profitability,
debt payment ability, operating capacity and cash flow of the Borrower exceed the agreed standards, or deterioration has been or
may affect the obligations in this contract;


 


(5) The Borrower's ownership structure, operation,
external investment has changed adversely, which have affected or may affect the fulfillment of the obligations in this contract;


 


(6) Borrower involves or may involve significant
economic disputes, litigation, arbitration, or asset seizure, detention or enforcement, or judicial or administrative authorities
for investigation or take disciplinary measures in accordance with the laws, or illegal with relevant state regulations or policies
in accordance with the laws, or exposure by media, which have affected or may affect the fulfillment of the obligations in this
contract;


 


(7) The borrower’s principal individual
investors, key management officer’s change, disappearances or restriction of personal liberty, likely to affect the performance
of the obligations in this contract;


 


(8) The borrower using false contracts with related
parties, using no actual transaction to extract the lender’s funds or credit, or evasion of lender’s loan right through
related party transactions;


 


(9) Borrowers have been or may be out of business,
dissolution, liquidation, business reorganizations, business license has been revoked or bankruptcy;


 


(10) Borrowers breaches food safety, production
safety, environmental protection and other environmental and social risk management related laws and regulations, regulatory requirements
or industry standards, resulting in accidents, major environmental and social risk events, likely to affect the performance of
the obligations in this contract;


 




    	 	 	 



     


    

  


(11) In this contract, the borrowing is paid by
credit, the borrower's credit rating, level of profitability, asset-liability ratio, net cash flow of operating and other indicators
do not meet the credit conditions of the lender; or without the lender’s written contract, pledges guarantee or provides
assurance guarantees to other party, likely to affect the performance of the obligations in this contract;


 


(12) Other adverse situations may affect in the
realization of loan right in this contract.


 


10.2 If the borrower breaches of contract, the
lender has the right to take one or more of the following measures:


 





(1) Require the borrower to remedy the default within a certain
time limit;







 


(2) Terminate other financing funds in other contract
issued to the borrower by the lender, cancel part or all of undrawn borrowings and other financing amount of borrower;


 


(3) Announce the outstanding loan and other financing
amount between the lender and the borrower in this contract, and take back the outstanding amounts;


 


(4) Requires the borrower to compensate the loss
of the lender caused by the breach of contract;


 


(5) Measures according to provisions of lows and
regulations, provisions of this contract and other necessary measures.


 


10.3 If the borrower fails to repay the due loan
(including loan declared expire immediately), the lender has the right to charge penalty interest according to penalty interest
rate agreed by this contract from the due date. The interest fails to repay on time, charge compound interest according to overdue
penalty interest rate.


 


10.4 Borrower fails to use the loan for agreed
usage, the lender has the right charge penalty interest on embezzlement according to embezzlement penalty interest rate agreed
by this contract. The interest fails to repay on time during the embezzlement period, charge compound interest according to embezzlement
penalty interest rate.


 


10.5 The borrower simultaneously happens the situations
in section 10.3, 10.4, choosing the heavier interest rate to charge, cannot impose in double.


 


10.6 If the borrower does not repay the principal,
interest (including interest and compound interest) or other payables on time, the lender has the right to announcements through
the media for collection.


 


10.7 If the control or controlled relationship
between related parties of the borrower and the borrower changes, or the related parties of the borrower happens the other situations
except the situations of (1) and (2) in above provision 10.1, likely to affect the performance of the obligations of the borrower
in this contract, the lender has the right to take the measures agreed in the contract.


 


Article 11   Deduction


 


11.1 Borrower does not repay the due debt in this
contract according to this contract(including the debt declared due immediately), the lender has the right to deduct corresponding
amount from all the functional and foreign accounts opened at the branches of ICBC, until all the debt of the borrower in this
contract are paid off.


 


11.2 If the currency of deduct payments is inconsistent
with the currency in this contract, the exchange rate on the deduction day is the applicable exchange rate. The interest and other
fees during the deduction fees and debt pay off day, and the difference because of fluctuations the exchange rate during this period
is assumed by the borrower.


 


11.3 If deducted amount for the lender is insufficient
to pay off all debts, the lender has the right to determine the payment order.


 




    	 	 	 



     


    

  


Article 12   Transfer of Rights
and Obligations


 


12.1 Lender has the right to transfer all or part
of the right in this contract to a third party, the transferring actions do not need to acquire the consent of the borrower. If
without the consent of the lender in writing, the borrower cannot transfer any right and obligations in this contract to a third
party.


 


12.2 The Lender or China Industrial and Commercial
Bank Limited ("ICBC") can Authorize or commit the other branches to perform the rights and obligations in this contract
according to operation need, or transfer the loan right in this contract to the other branches of ICBC, the borrower must agree,
and the above actions of the lender do not need to ask for permission of borrower. The other branches which undertake the lender’s
rights and obligations have the right to perform all rights in this contract, and have right to apply for litigation, arbitration,
compulsory execution for the disputes in this contract in the branch’s name.


 


Article 13   Effect, Change
and Terminate of This Contract


 


13.1 This contract is effective since the signature
date, and is terminated on the day the borrower performs all the obligations in this contract.


 


13.2 Any change of this contract shall be agreed
by all parties involved and be made in writing. The changes of provisions and agreements are part of the contract, has equal legal
right with the contract. Except the changed part, the rest part of this contract is still valid, before the changes is in effect,
the original terms of this contract is still valid.


 


13.3 The change or termination of this contract
will not affect the right of all parties involved to require compensation. The termination of this contract, will not affect the
effectiveness of the dispute settlement provisions.


 


Article 14    Law and Dispute
Resolution


 


The contract formation, validity, interpretation,
performance and dispute settlement are applicable PRC laws. All caused by the contract or in connection with the contract-related
disputes and disputes, both parties should be resolved through consultation, the consultation fails according to the contract settlement.


 


Article 15   Confirmation
of Address for Litigation/Arbitration


 


15.1 The Lender and the Borrower confirm
the mailing address and method indicated in the first page of this Contract as the Borrower’s effective address and method
for service of Litigation/arbitration (including but not limited to summons, notice of trial, written judgment, order, mediation
agreement and notice for performance within a time limit, etc.).


 


15.2 The borrower agree to arbitration
or court use this contract page written arbitration/litigation document to fax, E-mail, except written judgments or orders and
conciliation statements.


 


15.3 The service agreement shall apply to the
procedures of arbitration and litigation in the first instance, second instance and retrial and implementation stages. To the above
address of service agency or court of arbitration for delivery can be directly by mail.


 


15.4 The Borrower ensures that the address for
service given above is accurate and effective. In case of change of the address for service given above, the Borrower ensures to
notify the Lender in written form in time, or the service given according to the address given above shall remain effective and
the Borrower shall bear all legal consequences arising therefrom.


 




    	 	 	 



     


    

  


Article 16   Complete Contract


 


The first part of this contract, "borrowing
conditions" and the second part of the "liquidity loan contract terms," together form a complete loan contract,
the same two words have the same meaning. The loan borrower is constrained by the above two parts.


 


Article 17   Notice


 


17.1 All notices under the contract should be
given in writing. Unless otherwise agreed, the parties designated residence stated in this contract for communication and contact
address. Address of any party or other contact is changed, shall be in writing promptly notify the other party.


 


17.2 One party can notify the other party in the
form of announcement or notary service if the recipient party refuses to receive other circumstances that cause inability to deliver.


 


Article 18   Special Provisions
for Value-added Tax


 


18.1 The costs/interest and expenses (to be determined
pursuant to the specific contract) that the Borrower pay the Lender under this Contract shall be a tax-included price.


 


18.2 If the Borrower requests the Lender to issue
a value-added tax invoice, the Borrower shall register information with the Lender. The information registered shall include full
name of the Borrower, identification number or social credit code of the taxpayer, address, telephone number, opening bank and
account number. The Borrower shall ensure that the relevant information provided for the Lender is accurate, correct and complete.
The Borrower shall, according to the Lender’s requirements, provide relevant supporting materials. The specific requirements
shall be announced by the Lender through website notice or website announcement.


 


18.3 If the Borrower collects a value-added tax
invoice itself, the Borrower shall provide the Lender with a power of attorney sealed, designate a person for collecting and define
the identification card number of the person. The person designated shall take the original of his identification card for collecting
the value-added tax invoice. In case of change of the person designated for collecting, the Borrower shall issue to the Lender
a new power of attorney sealed. In the event that the Borrower selects to collect the value-added tax invoice by post, the Borrower
shall also provide the correct mailing information for service. In case of change of the mailing information, the Borrower shall
notify the Lender timely in written form.


 


18.4 If the Lender is unable to issue a value-added
tax invoice timely due to force majeure, such as natural disaster, government act and social exceptional events, or due to causes
attributable to tax authorities, the Lender shall have the right to postpone issue of a value-added tax invoice, without bearing
any liability.


 


18.5 If the Borrower is unable to receive a relevant
copy of the value-added tax invoice due to causes not attributable to the Lender, such as loss, damage or delay of the invoice
after the Borrower collects or the Lender submits to a third party to post the invoice, or if the Borrower is unable to make deduction
due to delay of the value-added tax invoice, the Lender shall not bear liability of compensation for the Borrower’s relevant
economic losses.


 


18.6 Should a special red-letter invoice of value-added
tax be issued resulting from sales return, suspension of taxable service or wrong information of invoice, or authentication failure
of deduction copy and invoice copy, where the Lender should submit an Information Table for Issuing a Special Red-Letter Invoice
of Value-Added Tax to a tax authority in accordance with relevant laws, regulations and policy documents, the Borrower shall submit
an Information Table for Issuing a Special Red-Letter Invoice of Value-Added Tax to the tax authority, and the Lender shall issue
a special red-letter invoice of value-added tax after the tax authority makes review and notifies the Lender.


 


18.7 In case of adjustment of the national tax
rate during the execution period of this Contract, the Lender shall have the right to adjust the price agreed herein according
to the change of the national tax rate.


 




    	 	 	 



     


    

  


Article 19   Miscellaneous 


 


19.1 No failure to exercise or partially exercise
or delay in exercising any right hereunder by the Lender shall be deemed as a waiver or change of this right or any other right
or affect the Lender to further exercise this right or other rights.


 


19.2 The invalidity or enforceability of any provision
of the Contract shall neither affect the validity or enforceability of any other provision hereof nor affect the validity of the
entire Contract.


 


19.3 According to the provisions of relevant laws
and regulations or the requirements of the financial regulatory institutions, the Lender shall have the right to provide the information
related to this Contract and the Borrower’s other relevant information for the credit consulting system of the People’s
Bank of China and other credit information database established by law, for the eligible institutions or individuals for consultation
and use. For the purpose of conclusion and performance of this Contract, the Lender shall also have the right to inquire the Borrower’s
relevant information through the credit consulting system of the People’s Bank of China and other credit information database
established by law.


 


19.4 The terms of “the affiliated parties”,
“the relationship between affiliated parties”, “the affiliated party transaction”, “the main individual
investor” and “the key managerial personnel” stated in the Contract shall have the same meanings as those defined
in the Accounting Standards for Enterprises No. 36 - Disclosure of Affiliated Parties (Finance and Accounting (2006) No. 3) issued
by the Ministry of Finance and future amendment thereto.


 


19.5 The term “environmental and social
risk” means the danger and relevant risk which are likely to cause by the Borrower and its affiliated party during construction,
production and operation activities, including the environmental and social problems related to energy consumption, pollution,
land, health, safety, resettlement of inhabitants, ecological protection and climate change.


 


19.6 The documents and vouchers for the loan hereunder
made and kept by the Lender according to its business rules shall constitute effective evidences of proving the claim and debt
relationship between the Borrower and the Lender and shall be binding upon the Borrower.


 


19.7 In this Contract, (1) this Contract referred
to herein shall include any amendment or supplementation to this Contract; (2) the headings to the articles hereof are for ease
of reference only, and in no event shall the substance of any paragraph be interpreted and the contents and scope be restricted
by such headings; (3) if the date of withdrawal or repayment is not a banking day, it shall be extended to the next banking day.


 


Both parties confirm: the Borrower and the Lender
have made full consultation on all terms and conditions of this Contract. The Lender has reminded the Borrower to pay special attention
to the provisions for the rights and obligations of both parties and have overall and correct understanding of these provisions.
At the Borrower’s request, the Lender has interpreted and explained relevant provisions. The Borrower has carefully read
and fully understood of all terms and conditions of this Contract (including Part 1 Basic Provisions and Part 2 Specific Provisions).
Both the Borrower and the Lender have completely consistent understanding of all terms and conditions of this Contract and have
no objection to the contents of this Contract.


 





	Lender (Seal):  Industrial and Commercial Bank of China Limited Shenzhen Henggang Sub-branch
	Person in Charge/Authorized Agent:  Yang Duoping (Seal) 
	 
	Borrower (Seal):  Springpower Technology (Shenzhen) Co., Ltd. 
	Legal Representative/Authorized Agent:  Pan Dangyu (Seal)