Unassociated Document


    EXHIBIT
10.1

     

    


    DATED  NOVEMBER
11, 2009

    


    WUHAN
BLOWER CO., LTD.

    武汉鼓风机有限公司

    as
Borrower A

    


    WUHAN
GENERATING EQUIPMENT CO., LTD.

    武汉发电设备制造有限公司

    as
Borrower B

    


    WUHAN
XINGELIN MACHINERY EQUIPMENT MANUFACTURING CO., LTD.

    武汉鑫格林环保设备有限公司

    as
Borrower C

    


    THE BANKS
AND OTHER FINANCIAL INSTITUTIONS

    named
herein as Lenders

    


    STANDARD
CHARTERED BANK (CHINA) LIMITED, GUANGZHOU BRANCH

    渣打银行(中国)有限公司广州分行

    as
Facility Agent

    


    STANDARD
CHARTERED BANK (CHINA) LIMITED, GUANGZHOU BRANCH

    渣打银行(中国)有限公司广州分行

    as
Security Agent

    


    UNIVERSE
FAITH GROUP LTD.

    as
Guarantor A

    


    WUHAN
GENERAL GROUP (CHINA), INC.

    武汉通用集团(中国)有限公司

    as
Guarantor B

    


    MR. XU
JIE

    徐杰

    as
Guarantor C

     

    _______________________________________________

    LOAN
AGREEMENT

    


    RMB
303,100,000

    


    TERM
LOAN FACILITY

    _______________________________________________


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	
                                                                      NUMBER

                                                                    	
                                                                      CLAUSE
      HEADING

                                                                    	
                                                                      PAGE

                                                                    
	 
      	 
      	 
      
	
                                                                      1.

                                                                    	
                                                                      INTERPRETATION

                                                                    	
                                                                      4

                                                                    
	 
      	 
      	 
      
	
                                                                      2.

                                                                    	
                                                                      THE FACILITY

                                                                    	
                                                                      12

                                                                    
	 
      	 
      	 
      
	
                                                                      3.

                                                                    	
                                                                      CONDITIONS PRECEDENT

                                                                    	
                                                                      13

                                                                    
	 
      	 
      	 
      
	
                                                                      4.

                                                                    	
                                                                      ADVANCES

                                                                    	
                                                                      19

                                                                    
	 
      	 
      	 
      
	
                                                                      5.

                                                                    	
                                                                      INTEREST

                                                                    	
                                                                      21

                                                                    
	 
      	 
      	 
      
	
                                                                      6.

                                                                    	
                                                                      REPAYMENT, PREPAYMENT AND
      CANCELLATION

                                                                    	
                                                                      22

                                                                    
	 
      	 
      	 
      
	
                                                                      7.

                                                                    	
                                                                      CHANGE OF LAW OR CIRCUMSTANCES OR
      MARKET

                                                                    	
                                                                      24

                                                                    
	 
      	 
      	 
      
	
                                                                      8.

                                                                    	
                                                                      TAXES AND OTHER DEDUCTIONS

                                                                    	
                                                                      26

                                                                    
	 
      	 
      	 
      
	
                                                                      9.

                                                                    	
                                                                      FEES AND EXPENSES

                                                                    	
                                                                      27

                                                                    
	 
      	 
      	 
      
	
                                                                      10.

                                                                    	
                                                                      PAYMENTS AND
      EVIDENCE OF DEBT

                                                                    	
                                                                      28

                                                                    
	 
      	 
      	 
      
	
                                                                      11.

                                                                    	
                                                                      REPRESENTATIONS AND
    WARRANTIES

                                                                    	
                                                                      30

                                                                    
	 
      	 
      	 
      
	
                                                                      12.

                                                                    	
                                                                      UNDERTAKINGS

                                                                    	
                                                                      33

                                                                    
	 
      	 
      	 
      
	
                                                                      13.

                                                                    	
                                                                      EVENTS OF DEFAULT

                                                                    	
                                                                      41

                                                                    
	 
      	 
      	 
      
	
                                                                      14.

                                                                    	
                                                                      PENALTY INTEREST

                                                                    	
                                                                      44

                                                                    
	 
      	 
      	 
      
	
                                                                      15.

                                                                    	
                                                                      INDEMNITIES AND SET-OFF

                                                                    	
                                                                      45

                                                                    
	 
      	 
      	 
      
	
                                                                      16.

                                                                    	
                                                                      THE FINANCE PARTIES

                                                                    	
                                                                      47

                                                                    
	 
      	 
      	 
      
	
                                                                      17.

                                                                    	
                                                                      AMENDMENT

                                                                    	
                                                                      56

                                                                    
	 
      	 
      	 
      
	
                                                                      18.

                                                                    	
                                                                      WAIVER AND SEVERABILITY

                                                                    	
                                                                      57

                                                                    
	 
      	 
      	 
      
	
                                                                      19.

                                                                    	
                                                                      MISCELLANEOUS

                                                                    	
                                                                      57

                                                                    
	 
      	 
      	 
      
	
                                                                      20.

                                                                    	
                                                                      ASSIGNMENT, NOVATION, DISCLOSURE AND LENDING OFFICE

                                                                    	
                                                                      58

                                                                    
	 
      	 
      	 
      
	
                                                                      21.

                                                                    	
                                                                      NOTICES

                                                                    	
                                                                      61

                                                                    
	 
      	 
      	 
      
	
                                                                      22.

                                                                    	
                                                                      GOVERNING LAW AND DISPUTES
      RESOLUTION

                                                                    	
                                                                      63

                                                                    
	 
      	 
      	 
      
	EXECUTION	
                                                                      82

                                                                    


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    THIS AGREEMENT is made on
the 11th day of
November, 2009

     

    BETWEEN:

     

    WUHAN BLOWER CO., LTD. (武汉鼓风机有限公司), a corporation with limited
liability incorporated under the laws of the People’s Republic of China with its
principal place of business at Canglongdao Science Park, Miao Shan Development
Zone, Jiangxia District, Wuhan, Hubei (湖北省武汉市江夏区庙山开发区藏龙岛科技园区)
as Borrower A (the “Borrower
A”);

     

    WUHAN GENERATING EQUIPMENT CO.,
LTD. (武汉发电设备制造有限公司), a corporation with limited
liability incorporated under the laws of the People’s Republic of China with its
principal place of business at Canglongdao Science Park of Jiangxia District,
Wuhan, Hubei (湖北省武汉市江夏区藏龙岛科技园区)
as Borrower B (the “Borrower
B”);

     

    WUHAN XINGELIN MACHINERY EQUIPMENT
MANUFACTURING CO., LTD. (武汉鑫格林环保设备有限公司), a corporation with limited
liability incorporated under the laws of the People’s Republic of China with its
principal place of business at No. 272, Chechengdong Road, Wuhan Economic and
Technology Development Zone (武汉经济技术开发区车城东路272号) as Borrower C
(the “Borrower
C”);

     

    THE BANKS AND OTHER FINANCIAL
INSTITUTIONS listed in Schedule 1 as lenders (collectively the “Lenders” and each a “Lender”
respectively);

     

    STANDARD CHARTERED BANK (CHINA)
LIMITED, GUANGZHOU BRANCH (渣打银行(中国)有限公司广州分行), a commercial bank duly
incorporated and validly existing under the laws of the People’s Republic of
China with its principal place of business at 10th Floor,
International Finance Place, 8 Huaxia Road, Zhujiang New Town, Guangzhou 510623,
China (中国广州珠江新城华夏路8号10层) as agent (the
“Facility
Agent”);

     

    STANDARD CHARTERED BANK (CHINA)
LIMITED, GUANGZHOU BRANCH (渣打银行(中国)有限公司广州分行), a commercial bank duly
incorporated and validly existing under the laws of the People’s Republic of
China with its principal place of business at 10th Floor,
International Finance Place, 8 Huaxia Road, Zhujiang New Town, Guangzhou 510623,
China (中国广州珠江新城华夏路8号10层) as security
agent (the “Security
Agent”);

     

    UNIVERSE FAITH GROUP LTD., a
corporation with limited liability incorporated under the laws of the British
Virgin Islands with its registered office at P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands as Guarantor A
(the “Guarantor
A”);

     

    WUHAN GENRAL GROUP (CHINA), INC.
(武汉通用集团(中国)有限公司), a corporation with limited
liability incorporated under the laws of the State of Nevada  with its
principal            place
of business at Canglongdao Science Park of East Lake Technology Development Zone
Wuhan, Hubei, China (中国湖北武汉东湖新技术开发区藏龙岛科技园)
as Guarantor B (the “Guarantor
B”); and

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    MR. XU JIE, a citizen of the
People’s Republic of China (ID Card No. 420106196112115216) with his residence
address at No. 191-603 Huang Jia Dian, Hong Shan District, Wuhan as Guarantor C
(the “Guarantor
C”).

     

    IT IS
AGREED as follows:

     

    
      	
              1.

            	
              INTERPRETATION

            


    

     

    
      	
              1.1

            	
              Definitions.

            


    

     

    In this
Agreement, unless the context requires otherwise:

     

    “Account Receivable Assignment” means the assignment
of receivables with balance over RMB 5,000,000 for Borrower A, RMB 10,000,000
for Borrower B and RMB 5,000,000 for Borrower C outstanding at the time of
Closing and the assignment of receivable with balance over RMB
5,000,000 for Borrower A, RMB 10,000,000 for Borrower B and RMB 5,000,000 for
Borrower C at any time after the Closing executed by each of the
Co-borrowers as a security in favour of the Lenders for all or any part of
the Co-borrowers’ obligations under this Agreement, in form and substance
satisfactory to the Lenders.  For avoidance of doubt, the assignment
of receivables by Borrower A and Borrower B shall refer to the receivables from
any of the customers of Borrower A and Borrower B and the assignment of
receivables by Borrower C shall refer to the receivables from the external
customers of Borrower C other than Borrower A and Borrower B;

     

    “Advance” means each lending of
a portion of the Commitments under the Facility pursuant to Clause 4 or, as the
context may require, the principal amount advanced to the Co-borrowers on each
such occasion;

     

    “Assignee” means any person to
whom an assignment of all or part of the rights of the Lender has taken effect
in accordance with Clause 20.2;

     

    “Availability Period” means (i)
for Tranche A, the period commencing from the Closing and ending on the earlier
of (a) the date falling three (3) months after Closing and (b) the date on which
Tranche A is fully drawn, cancelled or terminated under the provisions of this
Agreement; and (ii) for Tranche B, the period commencing from the Closing and
ending on

     

    the
earlier of (c) the date falling twelve (12) months after Closing and (d) the
date on which Tranche B is fully drawn, cancelled and terminated under the
provisions of this Agreement.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Business Day” means a day on
which banks are open for business in Guangzhou, PRC;

     

    “Certificate of Land Use Right”
means the certificate of land use right(土地使用权证) issued by
a competent Land Bureau to any of the Co-borrowers, evidencing the Co-borrowers’
ownership of the land use right of the Property;

     

    “Certificate of Real Estate
Ownership” means the certificates of real estate ownership (房地产权证) issued by a
competent Real Estate Administration Authority to any of the Co-borrowers,
evidencing the Co-borrowers’ ownership of the Plant;

     

    “Closing” means the closing of
the transaction contemplated hereunder which will take place upon the signing of
this Agreement and any other agreement entered into by the Facility
Agent on behalf of the Lenders with the Co-borrowers on or before the
signing of this Agreement.

     

    “Co-borrowers” means Borrower
A, Borrower B and Borrower C collectively.

     

    “Commitment” means, in
relation to each Lender, the principal amount set opposite that Lender’s name in
Schedule 1 or, as the case may be, in any Novation Certificate, in each case as
reduced by its Participation in Advances made from time to time or otherwise in
accordance with this Agreement, being the maximum amount from time to time which
that Lender is committed to make available under the Facility;

     

    “CRC of PBOC” means the Credit
Reference Center of PBOC.

     

    “Drawdown Date” means the date
when each Advance or the Loan should be made;

     

    “Eligible Transferee” means a
bank or other financial institution duly authorized to carry on its business and
to participate in the Facility.

     

    “Encumbrance” means any claim
on any of the Co-borrowers’ assets and/or intangible properties,
including:

     

    
      	
               
      

            	
              (a)

            	
              any
      mortgage, charge, pledge, lien, hypothecation or other security interest
      or security arrangement of any
kind;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      arrangement whereby any rights are subordinated to any rights of any third
      party; and

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              any
      contractual right of set-off;

            


    

     

    “Equipment” means the equipment
to be mortgaged in favour of the Lenders according to this
Agreement;

     

    “Event of Default” means any
event or circumstance specified as such in Clause 13;

     

    “Event of Force Majeure” means the events
which are not foreseeable, avoidable and conquerable by one party and cause such
party being incapable of performing the obligations under this Agreement,
including but not limited to fire, flood, earthquake, storm, tsunami or other
natural disaster, war, embargo, strike, riot, or other abnormal social
phenomenon and governmental behaviours such as government control, expropriation
or alteration of government policy and other situation stipulated by
law;

     

    “Facility” means the loan
facility to be made available under this Agreement, comprising the Tranche A
facility and the Tranche B facility;

     

    “Facility Agent” means Standard
Chartered Bank (China) Limited, Guangzhou Branch and its respective Assignor or
successor thereafter which shall act as the facility agent for the transaction
contemplated hereof in accordance with Clause 16 below.

     

    “Final Repayment Date” means
the date falling three (3) years after the first Drawdown Date of Tranche A
and the Final Repayment Date for Tranche B shall match to the maturity of
Tranche A;

     

    “Finance Documents” means this
Agreement (including its appendixes, amendments and/or riders), any Security
Document and any other documents designated as such by any of the Finance
Parties and any of the Co-borrowers and “Finance Document” means any
one of them;

     

    “Finance Parties” means the
Facility Agent, the Security Agent and the Lenders and “Finance Party” means any one
of them;

     

    “Fixed Rate” means a fixed
interest rate that will be paid for the term of this Facility.  The
Fixed Rate will applicable to Tranche A will be determined at the time of the
First Drawdown for Tranche A.  Should there be a Tranche B Fixed Rate
then this rate will be determined at the time of Tranche B
drawdown.

     

    “Grant Contract” means
the Contracts for Assignment of Land Use Right of State-owned
Land (国有土地使用权出让合同)in relation to the
land use right over the land located at Guanfeng Road, Canglongdao Science Park,
Jiangxia District, Wuhan owed by Borrower A and the Contract for Assignment
of Land Use Right of State-owned Land (国有土地使用权出让合同)in relation to the
land use right over the land located at Plot 4MA of Wuhan Economic and
Technology Development Zone owned by Borrower C;

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    “Guarantee” means the Deed
of Guarantee issued by each of the Guarantors respectively;

     

    “Guarantor A” means UNIVERSE FAITH GROUP
LTD., a corporation with limited liability incorporated under the laws of the
British Virgin Islands with its registered office at P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands;

     

    “Guarantor B” means WUHAN GENRAL GROUP
(CHINA), INC., a corporation with limited liability incorporated under the
laws of the State of Vevada  with its principal place of business
at Canglongdao Science Park of East Lake Technology Development Zone Wuhan,
Hubei, China;

     

    “Guarantor C” means MR. XU JIE, a citizen
of the People’s Republic of China (ID Card No. 420106196112115216) with his
residence address at No. 191-603 Huang Jia Dian, Hong Shan District,
Wuhan;

     

    “Guarantors” shall refer to
Guarantor A, Guarantor B and Guarantor C;

     

    “Insurance Assignment” means the assignment of
the insurance in respect of the Property and Equipment, in form and substance
satisfactory to the Lenders, executed or to be executed by each of the
Co-borrowers in favour of the Lenders;

     

    “Interest Payment Date” means
the last day of an Interest Period;

     

    “Interest Period” means, in
relation to any Advance or the Loan, an interest period ascertained in
accordance with Clause 5;

     

    “Land Bureau” means Wuhan
Jiangxia District Land Administration Bureau and Wuhan Economic and Technology
Development Zone Land Administration Bureau or any of the same, as the case may
be;

     

    “Lender(s)”  means the banks
and financial institutions listed in Schedule 1 as Lender(s) and each Assignee
and Transferee but such term shall not include any Lender in respect of which
(a) no amount is or may become owing to or by it under this Agreement and (b)
whose Commitment has been cancelled or reduced to nil;

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    “Lending
Office”  means, in relation to each Lender, its office at the
address specified in Schedule 1 or such other office as may be selected by it
from time to time pursuant to Clause 20.11;

     

    “Loan” means the aggregate
principal amount drawn and for the time being outstanding under the
Facility;

     

    “Majority Lenders” means at any
time Lenders whose aggregate Participations in the Loan exceed 50% of the Loan
or, if no Advance has yet been made, whose aggregate Commitments exceed 50% of
all the Commitments;

     

    “Material Adverse Effect”
means, in the opinion of the Majority Lenders (acting reasonably), a material
adverse effect on:

     

    
      	
               
      

            	
              (a)

            	
              the
      ability of the Co-borrowers to perform its obligations under any of the
      Finance Documents to which it is or is to be a
  party;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      prospect of business, operations, assets or financial condition of the
      Co-borrowers; or

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      validity or enforceability of any Finance Document, the value of any
      security under any Security Document or the rights or remedies of any
      Finance Party under the Finance
Documents;

            


    

     

    “MOC” means the relevant branch
of the Ministry of Commerce of the PRC, or other relevant departments authorised
by such Ministry to approve the establishment of Borrower A;

     

    “Mortgage Registration
Certificate” means the certificate of registration of other party’s
rights (他项权利证明书)issued by the Land
Bureau or Real Estate Administration Bureau or SAIC, evidencing registration of
the Property Mortgage and/or Equipment Mortgage, as the case may
be;

     

    “Notice of Drawing” means a
notice in the form set out in the Appendix I;

     

    “Novation
Certificate”  means a certificate substantially in the form of
Schedule 2;

     

    “PBOC” means the People’s
Bank of China;

     

    “Participation”  means
in relation to each Lender, in respect of any amount owing to the Lenders
hereunder, the proportion of such amount which is owing to that Lender and, in
respect of an Advance, the proportion of that Advance which is to be made
available by that Lender and “Participation in the Facility”
shall be construed accordingly;

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    “Potential Event of Default”
means any event or circumstances which with the giving of notice, the passage of
time, any determination of materiality or the satisfaction of any applicable
condition (or any combination of them) would become an Event of
Default;

     

    “PRC” means the People’s
Republic of China;

     

    “Property” means (i) the land
use right on Guanfeng Road, Canglongdao Science Park, Jiangxia District, Wuhan
with the Certificates of Land Use Right of Xia Guo Yong (2005) No. 204, Xia Guo
Yong (2005) No.189, Xia Guo Yong (2007) No.385 and Xia Guo Yong (2005) No.386
owned by Borrower A; (ii) the land use right on Plot 4MA of Wuhan Economic and
Technology Development Zone with the Certificate of Land Use Right of Wu Kai Guo
Yong (2008) No. 23 owned by Borrower C; and (iii) the buildings with the
Certificates of Real Estate Ownership of Wu Fang Quan Zheng Xia Zi No.
200505065, Wu Fang Quan Zheng Xia Zi No. 200402226, Wu Fang Quan Zheng Xia Zi No
200403909, Wu Fang Quan Zheng Xia Zi No. 200505066, Wu Fang Quan Zheng Xia Zi
No. 200505064, Wu Fang Quan Zheng Xia Zi No. 200402224, Wu Fang Quan Zheng
Xia Zi No. 200402225 and Wu Fang Quan Zheng Xia Zi No. 200803201 owned by
Borrower A;

     

    “Property Mortgage” means the
mortgage over the Property known as land use right and real property
mortgage “房地产抵押合同”, in form and
substance satisfactory to the Lenders, executed or to be executed by Borrower A
and Borrower C in favour of the Lenders;

     

    “RMB” or “Renminbi” means the lawful
currency for the time being of the PRC;

     

    “Real Estate Administration
Authority” means Wuhan Jiangxia
District Real Estate Administration Authority and Wuhan Economic and
Technology Development Zone Real Estate Administration Authority or any of
the same, as the case may be;

     

    “Relevant Hedge Transactions” means any swap,
option, hedge transactions or arrangement (including the transaction between the
inner departments or functions booked with the Lenders), or combination of the
above participated by the Lenders in relation to the Facility hereunder for the
purpose of hedging the Fixed Rate, foreign exchange or other risks
exposure.

     

    “SAIC” means the relevant
branch of the State Administration of Industry and Commerce of the
PRC;

     

    “Security Agent”
means Standard Chartered Bank (China) Limited, Guangzhou Branch and its
respective Assignor or successor thereafter which shall act as the security
agent for the transaction contemplated hereof in accordance with Clause 16
below.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    “Security Documents” means the
Guarantee issued by each of the Guarantors, Insurance Assignment, the Share
Pledge, the Account Receivable Assignment, the Property Mortgage, the
Equipment Mortgage, Trademarks Pledge and any other documents executed from time
to time by whatever person as a further guarantee of or security for all or any
part of the Co-borrowers’ obligations under this Agreement;

     

    “Share Pledge” means the Pledge
over Shares of Borrower B and Borrower C executed by Borrower A in favour of the
Lenders as a security for all or any part of the Co-borrowers’ obligations under
this Agreement, in form and substance satisfactory to the
Lenders;

     

    “Subsidiary” in relation to any
company means any other company or other entity directly or indirectly under the
control of the first-mentioned company; for this purpose “control” means ownership of
more than fifty per cent (50%) of the voting share capital or equivalent right
of ownership of such company or entity, or power to direct its policies and
management whether by contract or otherwise and “Holding Company” in relation
to any company means the company of which such last-mentioned company is a
Subsidiary;

     

    “Hedge Break Costs” means any loss,
expenses or costs occur or will occur as a result of the close of position,
termination, adjustment, replacement or procurement of any economical effect
equal to the Relevant Hedge Transactions by the Lenders, which will be notified
to the Co-borrowers by the Facility Agent.

     

    “Title Deeds” means all title
deeds and documents relating to the Property and any other documentary
proof of Borrower A and Borrower C’s title and interest in the Property
including the Certificate of Real Estate Ownership(房地产权证);

     

    “Trademarks” means the
registered trademarks owned by Borrower A (Registration No. 4065933 and 4065932)
and the registered trademark owned by Borrower B (Registration No.
6193546);

     

    “Trademarks Pledge” means
the Pledge over the Trademarks executed by Borrower A and Borrower B in favour
of the Lenders as a security for all or any part of the Co-borrowers’
obligations under this Agreement, in form and substance satisfactory to the
Lenders;

     

    “Tranche A” means the facility
of up to RMB 211,600,000 which is mainly to finance Borrower A’s and Borrower
B’s existing bank debts and purchase of equipment to be used by Borrower
B;

     

    “Tranche B” means the facility
of up to RMB 91,500,000 which is mainly to facilitate the new capex investments
of Borrower C;

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    “Transferee” means an eligible
Transferee to which all or any part of a Lenders’ rights, benefits and/or
obligations under this Agreement have been transferred pursuant to Clause
20.2.

     

    
      	
              1.2

            	
              Construction.  In
      this Agreement, unless the context requires otherwise, any reference
      to:

            


    

     

    An
“authorization” includes any approvals, consents, licences, permits, franchises,
permissions, registrations, resolutions, directions, declarations and
exemptions;

     

    An Event
of Default or Potential Event of Default which is “continuing” means an Event of
Default or Potential Event of Default which has not been remedied or
waived;

     

    “Including”
or “includes” means including or includes without limitation;

     

    “Indebtedness”
includes any obligation of any person for the payment or repayment of money,
whether present or future, actual or contingent, including but not limited to,
any such obligation:

     

    
      	
               
      

            	
              (i)

            	
              under
      or in respect of any acceptance, bill, bond, debenture, note or similar
      instrument;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              under
      or in respect of any guarantee, indemnity, counter-security or other
      assurance against financial loss;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              in
      respect of the purchase, hire or lease of any asset or service;
      or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              in
      respect of any indebtedness of any other person whether or not secured by
      or benefiting from an Encumbrance on any property or asset of such
      person;

            


    

     

    “Law”
and/or “regulation” includes any constitutional provisions, treaties,
conventions, statutes, acts, laws, decrees, ordinances, subsidiary and
subordinate legislation, orders, rules and regulations having the force of law
and rules under relevant jurisdiction;

     

    An
“order” includes any judgment, injunction, decree, determination or award of any
court, arbitration or administrative tribunal;

     

    A
“person” includes any individual, company, body corporate or unincorporate or
other juridical person, partnership, firm, joint venture or trust or any
federation, state or subdivision thereof or any government or agency of any
thereof;

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    “Tax”
includes any tax, levy, duty, charge, impost, fee, deduction or withholding of
any nature now or hereafter imposed, levied, collected, withheld or assessed by
any taxing or other authority and includes any interest, penalty or other charge
payable or claimed in respect thereof and “taxation” shall be construed
accordingly.

     

    
      	
              1.3

            	
              Successors
      and Assigns.

            


    

     

    The
expressions “Co-borrowers”, “Lenders”, “Facility Agent”, “Security Agent”, “Finance Parties”
and “Guarantor(s)” shall, where the context
permits, include their respective successors and permitted assigns and any
persons deriving title under them.

     

    
      	
              1.4

            	
              Miscellaneous.

            


    

     

    In this
Agreement, unless the context requires otherwise, references to provisions of
any law or regulation shall be construed as references to those provisions as
replaced, amended, modified or re-enacted from time to time; words importing the
singular include the plural and vice versa and words
importing a gender include every gender; references to this Agreement or any
other Finance Document shall be construed as references to such document as the
same may be amended, supplemented or novated from time to time; unless otherwise
stated, references to Clauses, Schedules and the Appendix are to Clauses of and
schedules and the appendix to this Agreement and references to this Agreement
include its Schedules and the Appendix.  Clause headings are inserted
for reference only and shall be ignored in construing this
Agreement.

     

    
      	
              2.

            	
              THE
      FACILITY

            


    

     

    
      	
              2.1

            	
              Facility
      Amount.  Subject to the provisions of this Agreement, the
      aggregate principal amount of the Facility available to the Co-borrowers
      is RMB 303,100,000, divided into the Tranche A and Tranche B facility as
      set out in Clause 2.2.  Each Lender will participate in each
      Advance in the proportion which its Commitment bears to be aggregate
      Commitments of all the Lenders

            


    

     

    
      	
              2.2

            	
              Purpose.  The
      proceeds of Tranche A of the Facility shall be mainly used to finance
      Borrower A’s and Borrower B’s existing bank debts and purchase of
      equipment to be used by Borrower B.  The proceeds of Tranche B
      of the Facility shall be mainly used to facilitate the payment for
      completing the construction of buildings and plant, and purchase of new
      equipment by Borrower C.  For any other usage of the proceeds of
      the Facility, the Co-borrowers shall obtain prior written consent from the
      Lenders.  The Co-borrowers shall ensure that the usage of the
      Facility be is in compliance with the relevant laws and the terms of this
      Agreement.  For any use of the proceeds under the Facility in
      accordance with this clause which falls into the category of fixed assets
      loan (固定资产贷款)
      according to the applicable laws and regulations, each of the Co-borrowers
      further agrees to Schedule 6 of this Agreement for the supplementary terms
      for fixed assets loans.

            


    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
              2.3

            	
              Lenders’ Several
      Liability.  The rights and obligations of the Lenders
      hereunder are several and
accordingly:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      amount at any time owing by the Co-borrowers hereunder to each Lender or
      the Facility Agent shall be a separate and independent debt and, subject
      to the other provisions of this Agreement, each Lender shall be entitled
      to protect and enforce its respective rights arising out of this
      Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      failure of any Lender to perform its obligations hereunder shall not
      relieve any other Lender, the Facility Agent, the Security Agent or the
      Borrower of any of its respective obligations, nor shall any Lender or the
      Facility Agent or the Security Agent be responsible for the obligations of
      any other Lender.

            


    

     

    
      	
              2.4

            	
              Term.  The
      term of the Facility shall be three (3) years from the first Drawdown Date
      of Tranche A.  Six (6) months prior to the expiry of the term
      for the Facility under this Agreement, the Co-borrowers shall be entitled
      to apply with the Lenders for an extension of one (1) year and a
      half.  The Lenders shall determine whether to grant such
      extension, and the length of the extension, with its sole discretion
      within thirty (30) Business Days upon receiving the application from the
      Co-borrowers, conditional on the Co-borrowers providing all information
      required by the Lenders to assess the extension
  request.

            


    

     

    
      	
              3.

            	
              CONDITIONS
      PRECEDENT

            


    

     

    
      	
              3.1

            	
              Conditions for First
      Drawdown.  The Lenders shall not be obliged to make the
      Facility available to any of the Co-borrowers for the first drawdown
      unless it is in receipt of the
following:

            


    

     

    Loan
Agreement

     

    
      	
               
      

            	
              (a)

            	
              this
      Agreement duly executed by all the
Parties;

            


    

     

    Corporate
Documents

     

    
      	
               
      

            	
              (b)

            	
              in
      relation to each of the Co-borrowers, certified true copies
      of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              its
      current articles of association;

            


    

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              its
      current business licence issued by
SAIC;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      list of its directors with their specimen
  signatures;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              resolutions
      of its board of directors approving the borrowing and the giving of
      security on the terms of this Agreement and the Security Documents to
      which it is a party and authorising a person or persons to execute this
      Agreement, the relevant Security Documents, any Notice of Drawing and any
      other notices or documents required in connection herewith or therewith,
      and the specimen signature(s) of such
person(s);

            


    

     

    
      	
               
      

            	
              (v)

            	
              for
      Borrower A only, its approval issued by MOC in respect of its
      establishment and its articles of
association;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              valid
      lending IC control card;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              valid
      Legal Person Code Certificate;

            


    

     

    
      	
               
      

            	
              (viii)

            	
              capital
      verification issued by a firm of independent accountants acceptable to the
      Lenders confirming that 75.3% registered capital of Borrower A has been
      duly contributed in cash for RMB 115,913,410 or in kind for RMB
      110,000,000;

            


    

     

    
      	
               
      

            	
              (ix)

            	
              capital
      verification issued by a firm of independent accountants acceptable to the
      Lenders confirming that 100% registered capital of Borrower B has been
      duly contributed in kind for RMB
50,000,000;

            


    

     

    
      	
               
      

            	
              (x)

            	
              capital
      verification issued by a firm of independent accountants acceptable to the
      Lenders confirming that 100% registered capital of Borrower C has been
      duly contributed in cash for RMB 55,400,000 or in kind for RMB
      124,600,000;

            


    

     

    Security
Documents

     

    
      	
               
      

            	
              (c)

            	
              the
      Insurance Assignment duly executed by and between the Co-borrowers and
      relevant insurance company and any other documents required pursuant
      thereto;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Property Mortgage duly executed by the Borrower A and Borrower C and any
      other documents required pursuant
thereto;

            


    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              the
      Equipment Mortgage duly executed by the Co-borrowers and any other
      documents required pursuant
thereto;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      Equity Pledge duly executed by Borrower A with regard the pledge of shares
      held by Borrower A in Borrower B and Borrower C and any other documents
      required pursuant thereto;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Account Receivable Assignment duly executed by the Co-borrowers and any
      other documents required pursuant
thereto;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Trademarks Pledge duly executed by Borrower A and Borrower B respectively
      and any other documents required pursuant
  thereto;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Guarantee duly executed by each of the Guarantors and any other documents
      required pursuant thereto;

            


    

     

    Property
and Equipment

     

    
      	
               
      

            	
              (j)

            	
              the
      Title Deeds relating to the Property (including, without limitation,
      certified true copies of the Certificate of Land Use Right and Certificate
      of Real Property Ownership issued to any of the Co-borrowers and the Grant
      Contract or land use right/title transfer contract (evidencing any of the
      Co-borrowers’ interest of the land use right of the
    Property);

            


    

     

    
      	
               
      

            	
              (k)

            	
              evidence
      that all land premium and other fees and charges payable to the relevant
      authorities of the PRC in connection with the grant of land use right in
      respect of the Property (whether payable under the Grant Contract/land use
      right transfer contract or otherwise) have been duly
  paid;

            


    

     

    
      	
               
      

            	
              (l)

            	
              certified
      copies of the insurance policies taken out in relation to the Property and
      Equipment with such insurance companies as the Lenders may approve
      together with copies of the receipt for the payment of the insurance
      premium and evidence that the interest of the Lenders as assignee has been
      noted and endorsed on each such insurance
  policies;

            


    

     

    Trademarks

     

    
      	
               
      

            	
              (m)

            	
              the
      registration certificates relating to the
  Trademarks;

            


    

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    Miscellaneous

     

    
      	
               
      

            	
              (n)

            	
              evidence
      that all authorizations have been obtained and all necessary filings,
      registrations and other formalities have been or will be completed in
      order to ensure that the Finance Documents are valid and enforceable and
      to preserve the Lenders’ priority under any Security Document, including
      the following:

            


    

     

    
      	
               
      

            	
              (i)

            	
              evidence
      that the Property Mortgage has been registered with the Land Bureau and
      the Real Property Administration Authority with the Lenders being
      registered as (A) the first priority mortgagee for the mortgage over the
      plots of land with Land Use Right Certificate of Xia Guo Yong (2007)
      No.385, the real property with Title Certificates of Wu Fang Quan Zheng
      Zia Zi No. 200505065, Wu Fang Quan Zheng Xia Zi No. 200402226 and Wu Fang
      Quan Zheng Xia Zi No. 200505066 as well as the project under construction
      on the land with Land Use Right Certificate of Xia Guo Yong (2007) No.386
      which are owned by Borrower A; (B) the second priority mortgagee for the
      mortgage over the plots of land with Land Use Right Certificates of Xia
      Guo Yong (2005) No. 204, Xia Guo Yong (2005) No.189 and Xia Guo Yong
      (2005) No.386 which are owned by Borrower A and the plot of land with Land
      Use Right Certificate of Wu Kai Guo Yong [2008] No. 23 which is owned by
      Borrower C, the real property with Title Certificates of Wu Fang Quan
      Zheng Xia Zi No 200403909, Wu Fang Quan Zheng Xia Zi No. 200505064, Wu
      Fang Quan Zheng Xia Zi No. 200402224, Wu Fang Quan Zheng Xia Zi No.
      200402225 and Wu Fang Quan Zheng Xia Zi No. 200803201 which are owned by
      Borrower A, together with the original Mortgage Registration Certificate
      in respect of the Property Mortgage issued by the Land Bureau and/or the
      Real Property Administration
Authority;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              evidence
      that the Equipment Mortgage has been registered with the SAIC with the
      Lenders being registered as the second priority mortgagee, together with
      the original Mortgage Registration Certificate in respect of the Equipment
      Mortgage issued by the SAIC;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              evidence
      that the Share Pledge has been registered with the SAIC with the Lenders
      being registered as the only pledgee thereof, together with the original
      share pledge registration notice issued by the SAIC in respect of the
      Share Pledge;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              evidence
      that the Account Receivable Assignment has been registered with CRC of
      PBOC with the Lenders being registered as the first priority pledgee,
      together with the original account receivable registration certificate
      issued by CRC of PBOC in respect of the Account Receivable
      Assignment;

            


    

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (v)

            	
              evidence
      that the Trademarks Pledge has been registered with the relevant trademark
      bureau of SAIC with the Lenders being registered as the only pledgee
      thereof, together with the original trademark pledge registration notice
      issued by the relevant trademark bureau of SAIC in respect of the
      Trademarks Pledge;

            


    

     

    
      	
               
      

            	
              (o)

            	
              evidence
      that stamp duty levied by the PRC tax authorities and payable by the
      Co-borrowers and the Lenders in respect of this Agreement has been
      paid;

            


    

     

    
      	
               
      

            	
              (p)

            	
              the
      Co-borrowers’ business operations and management being satisfactory to the
      Lenders;

            


    

     

    
      	
               
      

            	
              (q)

            	
              confirmation
      letter issued by Borrower A on the total debt outstanding by the
      Co-borrowers, amount of debt to be refinanced by Tranche A loan, and no
      other debt (including non-financial institution loans) remaining
      post-refinancing by Tranche A except for the existing loans with China
      Construction Bank Wuhan Economic and Technology Development Zone
      Sub-branch under the Loan Agreement (SN: 2008-09-8050-001) with Hu Bei Di
      Long Industry Group Co., Ltd. as the real property mortgage security
      provider and the loan with Hua Xia Bank Wuhan Economic and Technology
      Development Zone Sub-branch under the Loan Agreements (the facility of
      50,000,000 dated October 6, 2008 (SN: 5243200001618200003631)), unless it
      has obtained the written consent from the
  Lenders;

            


    

     

    
      	
               
      

            	
              (r)

            	
              confirmation
      letter issued by Borrower A on the corporate guarantee outstanding by the
      Co-borrowers and no other corporate guarantee remaining post-refinancing
      by Tranche A except for the existing loan with Hua Xia Bank Wuhan Economic
      and Technology Development Zone Sub-branch under the Loan Agreement (the
      facility of 50,000,000 dated October 6, 2008 (SN:
      5243200001618200003631));

            


    

     

    
      	
               
      

            	
              (s)

            	
              evidence
      that all fees and expenses due to the Lenders by the Co-borrowers have
      been paid in full;

            


    

     

    
      	
               
      

            	
              (t)

            	
              evidence
      that the registered capital of each of the Co-borrowers had been duly
      contributed at least pro rata to the aggregate Advance by such Co-borrower
      and the development progress of the project to be financed by the Facility
      hereunder matches with the capital
invested;

            


    

     

    
      	
               
      

            	
              (u)

            	
              evidence
      that the capital expenditure plan for Borrower B provided by Borrower A
      and/or Borrower B which demonstrates the purpose and use of proceeds for
      the portion of Tranche A that will be applied towards funding such capital
      expenditure had been approved by the Majority Lenders in
      writing;

            


    

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    
      	
               
      

            	
               (v)

            	
              results
      of due diligence on the Co-borrowers’ business, legal by King & Wood,
      financial and accounting by PriceWaterhouse, and appraisal by DTZ, as well
      as other subject matters conducted by the Facility Agent on behalf of the
      Lenders being satisfactory to the
Lenders;

            


    

     

    
      	
               
      

            	
              (w)

            	
              legal
      opinions covering such matters of the PRC relevant to this transaction as
      the Lenders may reasonably request;

            


    

     

    
      	
               
      

            	
              (x)

            	
              such
      other documents relating to any of the matters contemplated herein as the
      Lenders may reasonably request; including evidence showing that no
      Material Adverse Effect and no Event of Default is continuing or would
      result from the drawdown of the
Facility.

            


    

     

    
      	
              3.2

            	
              Conditions for Each
      Drawdown. The Lenders shall not be obliged to make the Facility
      available to any of the Co-borrowers for each drawdown unless the
      following conditions are satisfied:

            


    

     

    
      	
               
      

            	
              (a)

            	
              no
      Event of Default is continuing or would result from drawdown of the
      Facility;

            


    

     

    
      	
               
      

            	
              (b)

            	
              all
      repeating representations and warranties made by the Co-borrowers
      hereunder are true, accurate and complete in all material aspects;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      other conditions precedents agreed upon by the
  Parties.

            


    

     

    
      	
              3.3

            	
              Additional Conditions
      for Drawdown of Tranche B. The Lenders shall
      not be obliged to make the Facility under Tranche B available to any of
      the Co-borrowers unless the following additional conditions are
      satisfied:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      completion of syndication of at least RMB80,000,000 of the Facility to
      Lenders participated after the execution of this
  Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      2009 consolidated financial statements of the Co-borrowers has been
      released in accordance with the undertakings in this
      Agreement;

            


    

     

    
      	
               
      

            	
              (c)

            	
              group
      consolidated financial covenants for the financial year ended December
      2009:

            


    

     

    
      
        
          
            
              
                
                  	 
      	
                          2009

                        
	 	 
	
                          Total
      Debt/Consolidated EBITA

                        	
                          <2.9x

                        
	 	 
	
                          Total
      Revenues

                        	
                          >RMB
      600,000,000

                        
	 	 
	
                          Gross
      Margin

                        	
                          >22%

                        


                

              

            

          

        

      

    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    Please
see Schedule 5 of this Agreement for Financial Definitions.

     

    
      	
               
      

            	
              (d)

            	
              the
      Facility Agent shall have received, before or together with the relevant
      Notice of Drawing, the written approval from the Majority Lenders
      regarding the capital expenditure plan for Borrower C provided by Borrower
      A and/or Borrower C which demonstrates the purpose and use of proceeds for
      the portion of Tranche B that will be applied towards funding such capital
      expenditure

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Facility Agent shall have received, before or together with the relevant
      Notice of Drawing, contracts, invoices, debit notes or such other evidence
      as may be satisfactory to the Lenders, confirming that payment in an
      amount not less than the amount of the proposed Advance are due and
      payable by Borrower C, in relation to the planned capex investment of
      Borrower C;

            


    

     

    
      	
               
      

            	
              (f)

            	
              any
      other conditions precedents agreed upon by the
  Parties.

            


    

     

    
      	
              3.4

            	
              Facility Agent’s
      Approval.  All the documents and evidence referred to in
      Clause 3.1, 3.2 and 3.3 shall be in form and substance reasonably
      satisfactory to the Facility Agent and shall be supplied in such number of
      copies or counterparts as the Facility Agent may
      require.  Copies required to be certified shall be certified in
      a manner satisfactory to the Facility Agent by a director or responsible
      officer of Borrower A or other party
concerned.

            


    

     

    
      	
              3.5

            	
              Notice.  Upon
      receipt of all the documents and evidence referred to in Clause 3.1, 3.2
      and 3.3, the Facility Agent shall give notice of that fact to the
      Co-borrowers and the Lenders.

            


    

     

    
      	
              4.

            	
              ADVANCES

            


    

     

    
      	
              4.1

            	
              Availability of
      Advances.  Tranche A will be available from Closing until
      three (3) months after Closing.  Tranche B will be available
      from Closing until twelve (12) months after
  Closing.

            


    

     

    
      	
              4.2

            	
              Subject
      to Clause 4.3 and the other terms and conditions of this Agreement, any of
      the Co-borrowers may request the making of an Advance on any Business Day
      during the Availability Period, provided
that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      total amount of Advance by Borrower A shall not exceed RMB147,182,000, the
      total amount of Advance by Borrower B shall not exceed RMB64,418,000 and
      the total amount of Advance by Borrower C shall not exceed RMB91,500,000,
      the total Advances shall not exceed the
  Facility;

            


    

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              the
      amount of Advance under Tranche A shall be for one drawdown for the full
      Tranche A amount provided that the amount of Advance under Tranche A shall
      be deposited into the escrow account opened by Borrower A with the
      Facility Agent and the use of proceeds in such escrow account shall be
      subject to the terms and conditions agreed by Borrower A and the Facility
      Agent in advance in the relevant escrow agreement.  For the
      portion of Tranche A which will be used to finance the procurement of the
      equipment by Borrower B, in accordance with the relevant PRC laws and
      regulations, if it is necessary to pay to the contractor of Borrower B,
      such portion of Facility shall be directly paid to the relevant contractor
      thereof;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      amount of each Advance under Tranche B shall be at least RMB 10,000,000
      and an integral multiple of  RMB 5,000,000, except for the final
      Advance of the remaining undrawn balance of the Facility and the Advance
      for Tranche B shall only be paid directly to the relevant contractors of
      Borrower C;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      aggregate principal amount of all Advances shall not exceed the aggregate
      principal amount of the Facility available for drawing under this
      Agreement.

            


    

     

    
      	
              4.3

            	
              Conditions to the
      Making of Advances.  The making of each Advance is also
      subject to the conditions that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      requirements of Clause 3 shall have been satisfied before the first Notice
      of Drawing is given or at such later time as the Lenders may
      agree;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Facility Agent shall have received not later than 12:00 noon (Beijing
      time) on the fifth (5th) Business Day before the date on which the Advance
      is to be made a duly completed and signed original Notice of
      Drawing;

            


    

     

    
      	
               
      

            	
              (c)

            	
              no
      Event of Default or Potential Event of Default shall have occurred and all
      representations and warranties made by the Co-borrowers in or in
      connection with this Agreement shall be true and correct as at the date
      such Advance is to be made with reference to the facts and circumstances
      then subsisting; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              not
      later than 11:00 a.m. (Beijing time) on the date on which the Advance is
      to be made, the Facility Agent shall have received and found reasonably
      satisfactory such additional information, legal opinions from Lenders’
      legal counsel (unless waived by Lenders) and documents relating to the
      Co-borrowers or any Finance Document the Facility Agent may reasonably
      require as a result of circumstances arising or becoming known to the
      Facility Agent or the Lenders since the date of the previous Advance or,
      if no previous Advance has been made, the date of this
      Agreement.

            


    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    
      	
              4.4

            	
              Notification.  The
      Facility Agent shall promptly notify the Lenders of each Notice of Drawing
      whereupon each Lender shall, subject to the provisions of this Agreement,
      make available to the Co-borrowers its Participation in the Advance in
      accordance with Clause 10.1.  The Facility Agent shall determine
      the Participation of each Lender in the Advance pro rata according to the
      Commitment of each Lender listed in Schedule 1 of this
      Agreement.

            


    

     

    
      	
              4.5

            	
              Notice
      of Drawing Irrevocable.  A Notice of Drawing
      once given shall be irrevocable and the Co-borrower issuing the Notice of
      Drawing shall be bound to draw an Advance in accordance therewith, except
      as otherwise provided in this Agreement.  If for any reason an
      Advance is not made in accordance with a Notice of Drawing, the
      Co-borrowers shall on demand jointly pay to the Lenders such amount (if
      any) as the Facility Agent on behalf of the Lenders may certify (acting
      reasonably) to be necessary to compensate it for any loss or expense
      incurred in liquidating or redeploying funds arranged for the purpose of
      the proposed Advance or in terminating any such arrangement or any hedging
      arrangement in respect of this Agreement or otherwise as a consequence of
      the proposed Advance not having been made in accordance with the Notice of
      Drawing. If the conditions of making an Advance as specified in Clause 4.3
      are satisfied by the Co-borrowers, the Notice of Drawing given shall be
      irrevocable. 

            


    

     

    
      	
              4.6

            	
              Cancellation.  Any
      part of the Facility undrawn at the end of the Availability Period shall
      be immediately and automatically cancelled.  The Co-borrowers
      may, by giving not less than fourteen (14) days’ prior notice to the
      Facility Agent, jointly cancel the undrawn amount of the Facility in whole
      or in part (but if in part, in an integral multiple of RMB 10,000,000)
      before the end of the Availability Period.  Any amount of the
      Facility so cancelled shall not be re-borrowed.  If such a
      cancellation is made, the Commitment of each Lender shall be reduced pro rata.  A
      cancellation fee of 2% flat on the cancelled amount shall be jointly
      payable by the Co-borrowers to the Facility Agent on the date of
      cancellation.

            


    

     

    
      	
              5.

            	
              INTEREST

            


    

     

    
      	
              5.1

            	
              Interest.  The
      Co-borrowers shall pay interest on the Loan in accordance with the
      provisions of this Clause.

            


    

     

    
      	
              5.2

            	
              Interest
      Periods.  The Interest Periods applicable to each Advance
      or, as the case may be, the Loan shall be three (3) months, PROVIDED
      that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      first Interest Period in relation to each Advance shall commence from the
      date on which that Advance is made to the 20th
      day of the last month of each quarter from the Drawdown Date and all the
      subsequent Interest Period shall end on the 20th
      day of the last month of each
quarter;

            


    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              each
      Interest Period (except the first Interest Period in relation to each
      Advance) shall commence on but not include the 20th
      day of the last month of the preceding Interest
  Period;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      Interest Period which would otherwise end on a non-Business Day shall
      instead end on the following Business
Day;

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      Interest Period which would otherwise overrun a repayment date under
      Clause 6.1 shall instead end on that repayment date, subject to adjustment
      in accordance with Clause 10.1.

            


    

     

    
      	
              5.3

            	
              Rate and
      Calculation.  The Tranche A rate of interest applicable
      to the Loan shall be a Fixed Rate without reference to any change to the
      PBOC base rate thereafter so long as the agreement on the Fixed Rate by
      the Parties does not fall into any violation of the applicable laws or
      regulations.  Tranche B maybe either Fixed Rate or floating PBOC
      Rate plus margin, to be determined at the time of the Tranche B first
      drawing.  Interest shall accrue daily, shall be calculated on
      the basis of the actual number of days elapsed and a 360 day year,
      including the first day of the period during which it accrues but
      excluding the last, and shall be paid in arrears on each Interest Payment
      Date. The Facility Agent will promptly notify the Co-borrowers of the
      interest rate determined under this Clause. The Facility Agent will before
      each Interest Payment Date notify the Co-borrowers of the amount of
      interest payable by the Co-borrowers on such Interest Payment Date. In
      case of market disruption or early repayment (whether voluntarily or
      mandatory) by Co-borrowers, the Co-borrowers shall indemnify the Facility
      Agent for any Hedge Break Costs in relation to the Fixed
    Rate.

            


    

     

    
      	
              6.

            	
              REPAYMENT,
      PREPAYMENT AND CANCELLATION

            


    

     

    
      	
              6.1

            	
              Repayment.  The
      Co-borrowers shall take joint and several liabilities for the repayment
      obligations for any Advance under this Agreement.  The
      Co-borrowers shall repay Facility under Tranche A at the end of the
      fifteen (15) months period after the first drawdown under Tranche A by
      eight (8) successive quarterly instalments, the first instalment to be
      paid on the date falling fifteen (15) months after the first Drawdown Date
      of Tranche A. The Co-borrowers shall repay Facility under Tranche B at the
      end of the fifteen (15) months period after the first drawdown under
      Tranche B by instalments according to the repayment schedule in the form
      as set out in Schedule 3 hereof issued by the Facility Agent on behalf of
      the Lenders within five (5) Business Days at the end of the Availability
      Period for Tranche B. The amount of each repayment instalment shall be
      confirmed in advance by the Facility Agent on behalf of the Lenders. Any
      prepayment pursuant to Clause 6.2 and 6.3 or cancellation pursuant to
      Clause 4.5 shall reduce the amount of the repayment instalments in inverse
      order of maturity.  Any prepayment pursuant to Clause 7.1 or 7.2
      shall reduce the amount of the repayment
  instalments.

            


    


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    
      	
              6.2

            	
              Voluntary
      Prepayment.  The Co-borrowers may prepay all or part of
      the Facility at any time starting one (1) year from the first Drawdown
      Date of the Facility in whole or in part, PROVIDED
      that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Co-borrowers shall have given to the Facility Agent not less than sixty
      (60) Business Days’ prior written notice specifying the amount and
      intended date of prepayment;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      amount of any partial prepayment shall be not less than RMB 15,000,000 and
      shall be an integral multiple of RMB500,000, except for the final
      prepayment of the outstanding balance of the
  Facility;

            


    

     

    
      	
               
      

            	
              (c)

            	
              all
      other sums then due and payable shall have been
  paid;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Co-borrowers commits to jointly pay the Lenders for the prepayment fee to
      be calculated as follows: 3% × Prepaid
      Amount × Number of
      days from prepayment date to Maturity Date (inclusive) /
      360.  No prepayment of Facility outstanding will be permitted
      unless all such prepayment fee, if applicable, is paid concurrently by the
      Co-borrowers.

            


    

     

    
      	
              6.3

            	
              Mandatory
      Prepayment. The Co-borrowers will be subject to mandatory
      prepayment on any day determined by the Lenders on account of the
      following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      new debt financing, unless allowed by the
  Lenders;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      change in shareholders and /or shares held by shareholders and /or
      director members of the
Co-borrowers;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      disposal of assets of the Co-borrowers, that is outside its daily business
      activities, greater than RMB 3 million
;

            


    

     

    
      	
               
      

            	
              (d)

            	
              circumstance
      of unlawfulness under Clause 7.1
hereunder;

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      distribution of dividend unless prior written consent is granted by the
      Lenders.

            


    

     

    
      	
              6.4

            	
              Provisions Applicable
      to Prepayments.  Any notice of prepayment given by the
      Co-borrowers under any provision of this Agreement shall be irrevocable
      and the Co-borrowers shall be bound to make a prepayment in accordance
      therewith.  The Co-borrowers may not prepay the Loan or any part
      thereof except in accordance with the express terms of this
      Agreement.  In case of prepayment, the Co-borrowers shall
      indemnify the Lenders for the Hedge Break Costs incurred by the Lenders.
      Amounts prepaid may not be re-borrowed under this
    Agreement.

            


    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    
      	
              6.5

            	
              Other
      Amounts.  If the Loan or any part thereof is prepaid
      under this Agreement except Clause 6.2, the Co-borrowers shall also
      jointly pay to the Facility Agent for the account of each Lender
      concerned:

            


    

     

    
      	
               
      

            	
              (a)

            	
              at
      the time of prepayment, the interest and commitment fee accrued up to the
      date of prepayment and all other sums payable by the Co-borrowers under
      this Agreement for the account of such Lender;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      and all break funding costs (including but not limited to any loss
      incurred in liquidating or redeploying funds acquired to maintain the Loan
      or in terminating any such arrangement or any hedging arrangement in
      respect of this Agreement).

            


    

     

    
      	
              6.6

            	
              Final
      Repayment.  Subject to Clause 6.2 and Clause 6.3, the
      balance (if any) of the Loan together with all accrued interest and other
      monies, including but not limited to the relevant Hedge Break Costs
      incurred under Clause 5.3, outstanding in connection with the Facility
      shall be repaid on the Final Repayment
Date.

            


    

     

    
      	
              7.

            	
              CHANGE
      OF LAW OR CIRCUMSTANCES OR MARKET

            


    

     

    
      	
              7.1

            	
              Unlawfulness.  If
      it becomes unlawful or contrary to any requirement of any governmental,
      fiscal, monetary or other authority (whether or not having the force of
      law) for any Lender to give effect to its obligations hereunder, such
      Lender shall so promptly notify the Co-borrowers, whereupon such Lender’s
      outstanding Commitment shall be cancelled and its obligation to maintain
      its Participation in the Loan shall cease. The Co-borrowers shall
      forthwith after such notification, or such longer period as such Lender
      may certify as being permitted by the relevant law, prepay (without any
      penalty) such Lender’s Participation in the Loan in full together with
      interest accrued thereon to the date of prepayment and any other monies
      owing hereunder to such Lender.

            


    

     

    
      	
              7.2

            	
              Increased
      Cost.  If a Lender determines that the introduction of,
      or any change in, any applicable law or regulation or in the
      interpretation or application thereof or compliance by such Lender with
      any applicable direction, request or requirement (whether or not having
      the force of law, and including any such direction, request or requirement
      which affects the manner in which such Lender is required to or does
      allocate or maintain capital in support of its assets or liabilities) of
      any competent governmental, fiscal, monetary, or other authority does or
      will:

            


    


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (a)

            	
              subject
      such Lender to any tax or other payment with reference to sums advanced or
      to be advanced by such Lender or payable by the Co-borrowers under this
      Agreement (except (i) tax on such Lender’s overall net income in its
      jurisdiction or (ii) as referred to in Clause 8;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              impose
      on such Lender any other condition affecting its funding of the
      Loan,

            


    

     

    the
effect of which is to (i) increase the cost to such Lender providing the
Facility or (ii) reduce the amount of any payment received or to be received by,
or the effective return to, such Lender in respect of the Facility or (iii)
impose a cost on such Lender resulting from such Lender’s provision of the
Facility, such Lender may through the Facility Agent so notify the
Co-borrowers, and the Co-borrowers shall upon demand (whether or not such
Lender’s provision of the Loan has been repaid) jointly pay to such Lender
such amounts as such Lender may certify to be necessary to compensate it for
such tax, payment, increased cost or reduction (each an “increased
cost”).  Where such increased cost arises from circumstances
contemplated above which affect the Lender’s business generally or the manner in
which or extent to which that Lender allocates capital resources, the
Lender shall be entitled to such increased cost as it determines and certifies
is fairly allocable to its Participation in the Facility. Nothing in this Clause
7.2 shall require any Lender to disclose confidential information relating
to the organisation of its business or the business of any Holding Company. The
Co-borrowers and the Facility Agent shall discuss whether any alternative
arrangement may be made to avoid such increased cost.  So long as the
circumstances giving rise to such increased cost continue, the Co-borrowers may,
after giving the Facility Agent not less than seven (7) Business
Days’ prior written notice (which shall be irrevocable), prepay (without
any penalty) all (but not only part of) the Loan in accordance with
Clauses 6.2 and 6.4, and upon the giving of such notice such Lender’s
outstanding Commitment shall be cancelled.

     

    
      	
              7.3

            	
              Market
      Disruption.

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      in relation to any Interest Period, the Majority Lender determines (which
      determination shall be conclusive and binding) that by reason of
      circumstances affecting the interbank market generally, adequate and fair
      means do not exist for ascertaining the availability of any Facility for
      that Interest Period, the Facility Agent shall promptly notify the
      Co-borrowers and the Lenders accordingly, and no Advance or further
      Advance (as the case may be) shall be made unless and until an alternative
      basis is agreed in accordance with Clause
  7.3(b).

            


    


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Alternative Basis by
      Agreement.  Immediately following such notification, the
      Co-borrower and the Facility Agent, in consultation with the Lenders,
      shall negotiate in good faith with a view to agreeing upon an alternative
      basis for funding the Loan and determining the applicable interest rate,
      periods and payment dates.  If an alternative basis is agreed in
      writing within a period of thirty (30) days after such notification or
      such longer period for discussion as the Co-borrowers and the Facility
      Agent may agree, the alternative basis shall take effect in accordance
      with its terms.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Alternative Basis
      Determined by Lenders for Outstanding Advances.  If an
      alternative basis is not so agreed and one or more Advances have been
      made, the Co-borrowers shall pay interest to each Lender on its
      Participation in the Loan for the relevant Interest Period at the rate per
      annum equal to the cost (expressed as an annual interest rate) to each
      respective Lender of funding its Participation in the Loan during the
      relevant Interest Period.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Cancellation and
      Prepayment.  If an alternative basis is not so agreed
      pursuant to Clause 7.3(b):

            


    

     

    
      	
               
      

            	
              (i)

            	
              if
      no Advance has been made, the Facility shall be cancelled and all sums
      outstanding under this Agreement shall be paid to the Facility Agent at
      the end of the period for negotiation ascertained in accordance with
      Clause 7.3(b); or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      one or more Advances have been made the Facility Agent may require the
      Co-borrowers to prepay the Loan, by giving written notice to the
      Co-borrowers specifying a prepayment date which is not less than thirty
      (30) days after such notice is given.  On the specified date the
      Facility shall be cancelled and the Co-borrowers shall prepay the Loan in
      full together with interest thereon from the beginning of the relevant
      Interest Period to the date of prepayment.  For this purpose,
      the interest rate from time to time applicable to each Lender’s
      Participation in the Loan shall be the rate ascertained in accordance with
      Clause 7.3(b) in relation to the relevant
  period.

            


    

     

    
      	
              8.

            	
              TAXES
      AND OTHER DEDUCTIONS

            


    

     

    
      	
              8.1

            	
              No Deductions or
      Withholdings.  All sums payable by the Co-borrowers under
      this Agreement shall be paid in full without set-off or counterclaim or
      any restriction or condition and free and clear of any tax or other
      deductions or withholdings of any nature. If the Co-borrowers or any other
      person is required by any law or regulation to make any deduction or
      withholding (on account of tax or otherwise) from any payment for the
      account of any Finance Party, the Co-borrowers shall, together with such
      payment, pay such additional amount as will ensure that the Finance Party
      receives (free and clear of any tax or other deductions or withholdings)
      the full amount which it would have received if no such deduction or
      withholding had been required.  The Co-borrowers shall promptly
      forward to the Facility Agent copies of official receipts or other
      evidence showing that the full amount of any such deduction or withholding
      has been paid over to the relevant taxation or other
      authority.

            


    


    
      
         


      

      
        26

        
          

        

      

      
         


      

    

     

    
      	
              8.2

            	
              Advance
      Notification.  If at any time any of the Co-borrowers or
      any other Finance Party becomes aware that any such deduction, withholding
      or payment contemplated by Clause 8.1 is or will be required, it shall
      immediately notify the Facility Agent and supply all available details
      thereof.

            


    

     

    
      	
              9.

            	
              FEES
      AND EXPENSES

            


    

     

    
      	
              9.1

            	
              Commitment
      Fee.  The Co-borrowers shall jointly pay to the Facility
      Agent for the pro
      rata account of the Lenders a commitment fee at the rate of 3% per
      annum until the last day of the Availability Period calculated on the
      daily undrawn balance of the Facility on the basis of the actual number of
      days elapsed and a 360 day year.  The commitment fee shall
      accrue daily and be paid in arrear at the end of each successive period of
      one (1) month from the date of this Agreement and on the last day of the
      Availability Period.  The Facility Agent shall promptly notify
      the Co-borrowers of the amount of the commitment fee from time to time
      payable by the Co-borrowers under this
  Agreement.

            


    

     

    
      	
              9.2

            	
              Expenses.  The
      Co-borrowers shall forthwith on demand and whether or not any Advance is
      made, jointly pay to or reimburse each Finance Party for its own account
      for all costs, charges and expenses (including legal and other fees on a
      full indemnity basis and printing, translation, communication,
      advertisement, travel and all other out-of-pocket expenses) incurred by it
      in connection with:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      negotiation, preparation, execution and (where relevant) registration of
      the Finance Documents and any other documentation required
      thereunder;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      arrangement of the Facility;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      amendment to any Finance Document;
and

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      inspection, calculation, approval, consent or waiver to be conducted, made
      or given by any Finance Party pursuant to any provision of any Finance
      Document.

            


    


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    
      	
              9.3

            	
              Enforcement
      Costs.  The Co-borrowers shall forthwith on demand
      jointly pay to or reimburse each of the  Finance Parties for all
      costs, charges and expenses (including legal and other fees on a full
      indemnity basis and all other out-of-pocket expenses) incurred by it in
      investigating any event which it reasonably believes is an Event of
      Default or Potential Event of Default or in exercising any of its rights
      or powers under any Finance Document or in suing for or seeking to recover
      any sums due under any Finance Document or otherwise preserving or
      enforcing its rights under any Finance Document or in defending any claims
      brought against it in respect of any Finance Document or in releasing or
      re-assigning any Security Document.

            


    

     

    
      	
              9.4

            	
              Taxes.  The
      Co-borrowers shall jointly pay all present and future stamp and other like
      duties and taxes and all notarial (if needed), registration, recording and
      other like fees which may be payable in respect of the execution,
      registration, performance or enforcement of any Finance Document and shall
      indemnify each Finance Party against all liabilities, costs and expenses
      which may result from any default in paying such duties, taxes or
      fees.

            


    

     

    
      	
              10.

            	
              PAYMENTS
      AND EVIDENCE OF DEBT

            


    

     

    
      	
              10.1

            	
              Advances.  Subject
      to Clause 16.8 of this Agreement, amounts to be advanced by the Lenders to
      the Co-borrowers under this Agreement shall be made available to the
      Facility Agent not later than 10:00 a.m. (Beijing time) on the date on
      which such Advance is to be made in same day funds to such account and in
      such manner as the Facility Agent may designate. Subject to Clause 16.9 of
      this Agreement, the Facility Agent shall make available to the
      Co-borrowers the amounts received by it by payment to the account of the
      Co-borrowers with the Facility Agent respectively (or to such other
      account as the Co-borrowers shall have previously agreed with the Facility
      Agent).  The Co-borrowers shall be deemed to have borrowed the
      relevant amount when such payment is made by the Facility
      Agent.

            


    

     

    
      	
              10.2

            	
              Payments by
      Co-borrowers.  All payments by the Co-borrowers under
      this Agreement shall be made to the Facility Agent not later than 10:00
      a.m. (Beijing time) on the relevant due date in same day funds to such
      account and in such manner as the Facility Agent may designate. Subject to
      Clause 16.8 of this Agreement, the Facility Agent shall forthwith
      distribute to each Lender its due proportion (if any) of the amounts
      received by it in like funds as are received by the Facility Agent and to
      such account as such Lender shall have previously notified to the Facility
      Agent.

            


    

     

    
      	
              10.3

            	
              Allocation of
      Receipts.  Subject to Clause 16.8 of this Agreement, if
      any amount received by the Facility Agent in respect of sums due from the
      Co-borrowers hereunder is less than the full amount due, the Facility
      Agent shall allocate the amount received towards sums owing under this
      Agreement in the following order of priority: (a) fees and expenses owing
      to the Facility Agent; (b) other expenses and fees owing to the Finance
      Parties; (c) interest on the Loan and on such interest; (d) principal of
      the Loan; and (e) other sums owing by the Co-borrowers under the Finance
      Documents to which it is a
party.

            


    


    
      
         


      

      
        28

        
          

        

      

      
         


      

    

     

    
      	
              10.4

            	
              Payments by Facility
      Agent and Refunds.  Subject to Clause 16.8 and 16.9 of
      this Agreement, where any sum is to be paid to the Facility Agent under
      any Finance Document for the account of the Co-borrowers or any Finance
      Party, the Facility Agent shall not be obliged to pay that sum to the
      Co-borrowers or such Finance Party (as the case may be) or enter into or
      perform any related exchange contract unless and until the Facility Agent
      has established to its satisfaction that it has actually received that
      sum.  Where any sum is to be paid under this Agreement to the
      Facility Agent for the account of another person, the Facility Agent may
      assume that the payment will be made when due and may (but shall not be
      obliged to) make such sum available to the person so entitled
      and:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Amounts Due from
      Co-borrowers:  if the Facility Agent distributes to a
      Finance Party an amount which the Facility Agent should have but has not
      in fact received from the Co-borrowers (or from any other person for the
      Co-borrowers’ account), such Finance Party shall on request promptly
      refund such amount to the Facility Agent together with interest thereon
      for the relevant period at the rate per annum certified by the Facility
      Agent to represent the cost to it of funding such amount for such
      period;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Refunds to
      Co-borrowers:  if the Facility Agent has distributed to a
      Finance Party an amount which is required to be repaid to the Co-borrowers
      (or to any other person for the Co-borrowers’ account), such Finance Party
      shall on request promptly refund such amount to the Facility Agent
      together with such interest thereon (if any) as is required to be paid to
      the Co-borrowers; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Amounts Due from
      Finance Parties:  if the Facility Agent makes an amount
      available to the Co-borrowers which the Facility Agent should have but has
      not in fact received from a Finance Party, the Co-borrowers shall on
      request promptly refund such amount to the Facility Agent together with
      interest thereon for the relevant period at the rate per annum certified
      by the Facility Agent to represent the cost to it of funding such amount
      for such period,

            


    

     

    and, in
each such case, the person by which such sum was payable shall indemnify the
Facility Agent for all losses, liabilities, damages, costs and expenses which
the Facility Agent may incur as a consequence of such sum not having been paid
when due.

     

    
      	
              10.5

            	
              Business
      Days.  If any sum would otherwise become due for payment
      on a non-Business Day that sum shall become due on the next Business Day
      and interest shall be adjusted accordingly, except that if any repayment
      due under Clause 6.1 would then become due in another calendar month such
      repayment shall become due on the immediately preceding Business
      Day.

            


    


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

     

    
      	
              10.6

            	
              Evidence of
      Debt.  The Finance Parties shall maintain on its books in
      accordance with its usual practice a set of accounts recording the amounts
      from time to time owing by the Co-borrowers hereunder. In any legal
      proceeding and otherwise for the purposes of this Agreement the entries
      made in such accounts setting out the computation and basis thereof shall,
      in the absence of manifest error, be conclusive and binding on the
      Co-borrowers as to the existence and amounts of the obligations of the
      Co-borrowers recorded therein.

            


    

     

    
      	
              10.7

            	
              Certificate Conclusive
      and Binding. Where any provision of this Agreement provides that a
      Finance Party may certify or determine an amount or rate payable by the
      Co-borrowers, a certificate by such Finance Party as to such amount or
      rate setting out the computation and basis thereof shall be conclusive and
      binding on the Co-borrowers in the absence of manifest
    error.

            


    

     

    
      	
              11.

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

     

    
      	
              11.1

            	
              Representations and
      Warranties.  Each of the Co-borrowers represents and
      warrants to each Finance Party
that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Status:  it
      is an enterprise duly established with limited liability and validly
      existing under the laws of the PRC, and has full power, authority and
      legal right to own its property and assets and to carry on its
      business;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Power and
      authority:  it has full power, authority and legal right
      to enter into and engage in the transactions contemplated by the Finance
      Documents to which it is a party and has taken or obtained all necessary
      corporate and other action and consents to authorise the execution and
      performance of the Finance Documents to which it is a
    party;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Binding
      obligations:  the Finance Documents to which it is a
      party constitute, or when executed and delivered will constitute, legal,
      valid and binding obligations of it enforceable in accordance with their
      terms;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Compliance with
      environmental regulations: it conducts and maintains its business
      operations and properties so as to comply in all material respects with
      all applicable environmental
regulations;

            


    

     

    
      	
               
      

            	
              (e)

            	
              No change in
      shareholding structure:  no change will be made to the
      shareholding structure as listed in Schedule
4;

            


    


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (f)

            	
              No conflict with other
      obligations:  neither the execution of the Finance
      Documents to which it is a party nor the performance by it of any of its
      obligations or the exercise of any of its rights thereunder will conflict
      with or result in a breach of any law, regulation, judgment, order,
      authorisation, agreement or obligation applicable to it, including but not
      limited to the existing loans with China Construction Bank Wuhan Economic
      and Technology Development Zone Sub-branch under the Loan Agreement (SN:
      2008-09-8050-001) with Hu Bei Di Long Industry Group Co., Ltd. as the real
      property mortgage security provider and the loan with Hua Xia Bank Wuhan
      Economic and Technology Development Zone Sub-branch under the Loan
      Agreement (the facility of 50,000,000 dated October 6, 2008 (SN:
      5243200001618200003631)), or cause any limitation placed on it or the
      powers of its directors to be exceeded or result in the creation of or
      oblige it to create an Encumbrance in respect of any of its property or
      assets except in favour of the Lenders under or pursuant to the Security
      Documents to which it is a party;

            


    

     

    
      	
               
      

            	
              (g)

            	
              Authorisations:  all
      authorisations required from any governmental or other authority or from
      any shareholders or creditors of it for or in connection with the
      execution, validity and performance of the Finance Documents to which it
      is a party have been obtained and are in full force and effect or, by the
      date on which the first Notice of Drawing is given, will have been
      obtained and be in full force and effect and there has been no default
      under the conditions of any of the
same;

            


    

     

    
      	
               
      

            	
              (h)

            	
              No filings or
      taxes:  other than (i) the registration of the Property
      Mortgage with the Land Bureau or Real Estate Administration Authority or
      other competent authorities, (ii) the registration of the Equipment
      Mortgage with SAIC, (iii) the registration of the Share Pledge with SAIC,
      (iv) the registration of the Account Receivable Assignment with the CRC of
      PBOC, (v) the registration of the Trademarks Pledge with the trademark
      bureau of SAIC, it is not necessary in order to ensure the validity,
      enforceability, priority or admissibility in evidence in proceedings of
      any of the Finance Documents in the PRC or any other relevant jurisdiction
      that any of them or any other document be filed or registered with any
      authority in the PRC  or elsewhere or that any tax be paid in
      respect thereof;

            


    

     

    
      	
               
      

            	
              (i)

            	
              No
      litigation:  no litigation, arbitration or administrative
      proceeding is currently taking place or pending or, to the knowledge of
      it, threatened against it or the assets or revenues of it, or concerning
      the Property or the Equipment;

            


    

     

    
      	
               
      

            	
              (j)

            	
              No default: it
      is not in default under any law, regulation, judgment, order,
      authorisation, agreement or obligation applicable to it, or its assets or
      revenues, the consequences of which default could have a Material Adverse
      Effect, and no Event of Default or Potential Event of Default has
      occurred;

            


    


    
      
         


      

      
        31

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (k)

            	
              No
      Encumbrances:  no Encumbrance exists over all or any part
      of the property, assets or revenues of it except those already disclosed
      to the Lenders and those as may be permitted under Clause
      12.2(k);

            


    

     

    
      	
               
      

            	
              (l)

            	
              No
      indebtedness:  it has no indebtedness to any party except
      (i) indebtedness arising from this Agreement and the transactions
      contemplated hereunder,  (ii) indebtedness previously disclosed
      in writing to the Lenders, limited to the existing loans with China
      Construction Bank Wuhan Economic and Technology Development Zone
      Sub-branch under the Loan Agreement (SN: 2008-09-8050-001) with Hu Bei Di
      Long Industry Group Co., Ltd. as the real property mortgage security
      provider and the loan with Hua Xia Bank Wuhan Economic and Technology
      Development Zone Sub-branch under the Loan Agreements (the facility of
      50,000,000 dated October 6, 2008 (SN:
      5243200001618200003631)),  or (iii) indebtedness acceptable by
      the Lenders thereafter;

            


    

     

    
      	
               
      

            	
              (m)

            	
              No Revocation or
      Material Adverse Change:  there has been no revocation of
      or material adverse change to the terms and conditions of any contracts,
      consents, and/or licences required for the conduct of its
      Business;

            


    

     

    
      	
               
      

            	
              (n)

            	
              No misleading
      information:  all information provided to the Finance
      Parties by or on behalf of it in connection with the Facility, the
      Property and Equipment is true and accurate in all material respects and
      all forecasts and projections contained therein were arrived at after due
      and careful consideration on the part of it and were, in its considered
      opinion, fair and reasonable when made; it is not aware of any fact which
      has not been disclosed in writing to the Lenders which might have a
      material adverse effect on any such information, forecasts or projections
      or which might affect the willingness of the Lenders to lend upon the
      terms of this Agreement;

            


    

     

    
      	
               
      

            	
              (o)

            	
              No
      immunity:  it is generally subject to civil and
      commercial law and to legal proceedings and neither it nor any of its
      assets or revenues is entitled to any immunity or privilege (sovereign or
      otherwise) from any set-off, judgment, execution, attachment or other
      legal process;

            


    

     

    
      	
               
      

            	
              (p)

            	
              Compliance with tax
      regulations: it has on a timely basis filed all tax returns,
      financial statements and other documents required to be filed by them
      pursuant to any applicable laws and regulations. No such filing has
      contained any material misstatement or omitted any statement of any
      material fact that should have been included therein. It has withheld and
      remitted to the proper government entity on a timely basis and in a form
      required under applicable laws and regulations, all amounts in respect of
      taxes required to be withheld and remitted by
  it.

            


    


    
      
         


      

      
        32

        
          

        

      

      
         


      

    

     

    
      	
              11.2

            	
              Continuing
      Representation and Warranty.  Each of the Co-borrowers
      also represents and warrants to and undertakes with the Finance Parties
      that the foregoing representations and warranties will be true and
      accurate throughout the continuance of the Finance Documents with
      reference to the facts and circumstances subsisting from time to
      time.

            


    

     

    
      	
              11.3

            	
              Acknowledgement of
      Reliance.  Each of the Co-borrowers acknowledges that
      each of the Finance Parties has entered into this Agreement in reliance
      upon the representations and warranties contained in this
      Clause.

            


    

     

    
      	
              12.

            	
              UNDERTAKINGS

            


    

     

    
      	
              12.1

            	
              Affirmative
      Undertakings.  Each of the Co-borrowers and Guarantors
      undertakes and agrees with each of the Finance Parties throughout the
      continuance of the Finance Documents and so long as any sum remains owing
      thereunder that each of the Co-borrowers and the Guarantors will, as the
      case may be, unless the Majority Lenders otherwise agrees in
      writing:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Financial
      and other information:  procure any of the Co-borrowers, as the
      case may be, to supply to the Facility Agent in sufficient number for each
      Lender:

            


    

     

    
      	
               
      

            	
              (i)

            	
              as
      soon as they are available, but in any event within ninety (90) days after
      the end of each financial year of each of the Co-borrowers, copies of its
      financial statements in respect of such financial year (including a profit
      and loss account, cash flow statement, and balance sheet) audited and
      certified without qualification by an internationally recognised firm of
      independent accountants together with a certificate signed by one of the
      directors of each of the Co-borrowers certifying that there did not exist
      any Event of Default or Potential Event of Default as at the end of such
      financial year (or if an Event of Default or Potential Event of Default
      did exist specifying the same);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              as
      soon as they are available, but in any event within fifteen (15) days
      after the end of each quarter of each financial year of each of the
      Co-borrowers , copies of its unaudited financial statements (including a
      profit and loss account, balance sheet, and cash flow statement) prepared
      on a basis consistent with the audited financial statements of each of the
      Co-borrowers together with (A) a certificate signed by the principal
      financial officer of each of the Co-borrowers to the effect that such
      financial statements are true in all material respects and present fairly
      the financial position of each of the Co-borrowers as at the end of, and
      the results of its operations for, such quarterly period, and (B) a
      certificate signed by Borrower A’s auditor showing the consolidated
      financial statements of Borrower A and details of calculations that
      Borrower A group is in compliant with all the financial covenants in
      Clause 12.4, and (C) a certificate signed by one of the directors of each
      of the Co-borrowers certifying that there did not exist any Event of
      Default or Potential Event of Default as at the end of each quarter (or if
      an Event of Default or Potential Event of Default did exist specifying the
      same) and shall be accompanied by a certificate signed by one of the
      directors of each of the Co-borrowers certifying whether or not the
      financial undertakings referred to in Clause 12.4 had been complied with
      throughout such quarter;

            


    


    
      
         


      

      
        33

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (iii)

            	
              as
      soon as they are available, but in any event within ten (10) days after
      the end of each month, copies of its management accounts together with a
      certificate signed by the principal financial officer of each of the
      Co-borrowers to the effect that such management accounts are true in all
      material respects and present fairly the financial position of each of the
      Co-borrowers as at the end of, and the results of its operations for, such
      monthly period;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              at
      the time of issue, copies of all statements and circulars to the
      shareholder(s) or to any class of creditors of each of the
      Co-borrowers;

            


    

     

    
      	
               
      

            	
              (v)

            	
              promptly
      on request, such additional financial or other information (including, but
      not limited to, cash flows and profit and loss projections) relating to
      each of the Co-borrowers as the Lenders may from time to time reasonably
      request;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Business:
      conduct its affairs and businesses, including but not limited to all the
      notes payable, with all due diligence and efficiency and in accordance
      with sound financial and business standards and
  practices;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Effective
      documents: obtain, comply with and do all that is necessary to
      maintain the Finance Documents in full force and
  effect;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Books and
      records:  keep proper records and books of account in
      respect of its business and permit the Lenders and/or any professional
      consultants appointed by the Lenders at all reasonable times to inspect
      and examine the records and books of account of each of the
      Co-borrowers;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Notification of
      default:  promptly inform the Facility Agent
      of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      occurrence of any Event of Default or Potential Event of
      Default;

            


    


    
      
         


      

      
        34

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (ii)

            	
              any
      litigation, arbitration or administrative proceeding as referred to in
      Clause 13.1(g);

            


    

     

    
      	
               
      

            	
              (f)

            	
              Compliance with
      laws:  maintain its corporate existence and conduct its
      business in a proper and efficient manner and in compliance with all laws,
      regulations, authorisations, agreements and obligations applicable to it
      and pay all taxes and fees imposed on it when due, including but not
      limited to be in compliance with all laws, regulations and obligations
      applicable to foreign-invested enterprises, e.g. the payment obligations
      of reserve fund, development fund, employees welfare and bonus fund from
      profit after tax;

            


    

     

    
      	
               
      

            	
              (g)

            	
              Licenses and
      Certificates: comply with the necessary health, safety and
      environmental standards, obtain all necessary and required approvals and
      maintain necessary licenses and
certifications;

            


    

     

    
      	
               
      

            	
              (h)

            	
              Ownership:  procure
      that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              there
      is no change of the shareholdings in or ownership or control (direct or
      indirect) of each of the
Co-borrowers;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Guarantor
      A shall not alter the amount or structure of its registered share capital
      or permit any change in its shareholding in Borrower A without the prior
      written consent of the Lenders;

            


    

     

    
      	
               
      

            	
              (i)

            	
              Management
      control:  procure that there is no material change in the
      management control of the board of directors without the prior written
      consent of the Lenders (such consent not to be unreasonably
      withheld);

            


    

     

    
      	
               
      

            	
              (j)

            	
              Amendments to
      constitution:  procure that no deletion, amendment or
      supplement is made to the articles of associations or other constitutive
      documents of each of the Co-borrowers in any material aspects without the
      prior written consent of the Lenders, except as may be required by
      applicable laws;

            


    

     

    
      	
               
      

            	
              (k)

            	
              Authorisations:  maintain
      in full force and effect all such authorisations as are referred to in
      Clause 13.1(e), and take immediate steps to obtain and thereafter maintain
      in full force and effect any other authorisations which may become
      necessary or advisable for the purposes stated therein and comply with all
      conditions attached to all authorisations
  obtained;

            


    

     

    
      
        
           


        

        
          35

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (l)

            	
              Good Title and
      Insurance:  maintain good title over all material assets,
      especially insure all assets mortgaged/pledged to the Lenders are
      maintained in good working order, and to renew the insurance policy every
      year till the maturity of the
Facility;

            


    

     

    
      	
               
      

            	
              (m)

            	
              Front-ended Equity
      Contribution:  ensure that 75.3% of the equity,
      equivalent to RMB 225,913,410, have been infused into Borrower A prior to
      the first drawdown of the Facility and the balance will be infused by
      December 31, 2009.  In case Borrower A fails to infuse the
      balance of the registered capital by December 31, 2009, Borrower A shall
      provide Lenders with written evidence for filing the registration for the
      reduction of its registered capital by no later than February 30 , 2010,
      and written evidence confirming the completion of reduction of its
      registered capital by no later than September 28, 2010, including but not
      limited to the approval letter from the approval authority as well as the
      updated Approval Certificate and Business License. Any change in the
      schedule for the balance of the equity infusion of Borrower A will be
      subject to prior approval from the
Lenders;

            


    

     

    
      	
               
      

            	
              (n)

            	
              Ranking of
      obligations:  ensure that its obligations under this
      Agreement at all times rank senior to all other present and future
      unsecured and unsubordinated obligations of each of the Co-borrowers,
      except the existing loan with China Construction Bank Wuhan Economic and
      Technology Development Zone Sub-branch under the Loan Agreement (SN:
      2008-09-8050-001) with Hu Bei Di Long Industry Group Co., Ltd. as the real
      property mortgage security provider and the loan with Hua Xia Bank Wuhan
      Economic and Technology Development Zone Sub-branch under the Loan
      Agreements (the facility of 50,000,000 dated October 6, 2008 (SN:
      5243200001618200003631)), which will rank at least pari passu with
      unsecured obligations of Borrower
A;

            


    

     

    
      	
               
      

            	
              (o)

            	
              Use of
      proceeds:  use the Facility exclusively for the purposes
      specified in Clause 2.2;

            


    

     

    
      	
               
      

            	
              (p)

            	
              Early
      termination: acknowledge that if for any reasons that this
      Agreement shall be early terminated, cancelled or any of the Co-borrowers
      requests for prepayment of all or part of the Facility, the Lenders may
      need to position, terminate or adjust the Relevant Hedge Transactions
      which may lead to the Hedge Break
Costs;

            


    

     

    
      	
               
      

            	
              (q)

            	
              Payment
      obligations:  punctually pay all sums due from it and
      otherwise comply with its obligations under the Finance Documents to which
      it is a party, including but not limited to the material Hedge Break Costs
      in relation to the Fixed Rate arisen from the Relevant Hedge Transactions
      which might be substantial;

            


    

     

    
      
        
           


        

        
          36

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (r)

            	
              Marketing Plan:
      procure Borrower A to provide an annual business plan along with a
      marketing plan satisfactory to the Lenders before the beginning of each
      calendar year (but no later than 15 December of the previous
      year);

            


    

     

    
      	
               
      

            	
              (s)

            	
              Related
      Transaction: ensure that all related party transactions to be on an
      arms length basis and shall be disclosed to the Lenders at
      request;

            


    

     

    
      	
               
      

            	
              (t)

            	
              Loan Mortgage
      Ratio: ensure that the Co-borrowers shall maintain a maximum Loan
      to Value Ratio of 75% for the period upto the end of June 2010 and then
      shall maintain a maximum Loan to Value Ratio of 65% thereafter, defined as
      the Total Debt / sum of valuation of the Equipment and Property mortgaged
      to the Lenders under the all the mortgage agreements for Equipment and
      Property Mortgage.  At its sole discretion, the Lenders shall
      have the right to ask for a valuation report from a reputable valuer at
      the Co-borrowers’ cost and the new valuation would be used to re-compute
      the Loan to Value Ratio.  At the minimum, an updated valuation
      of the Equipment and Property Mortgage should be undertaken every 18
      months.  The Co-borrowers may prepay or deposit a cash
      collateral with the Lenders to maintain the Loan to Value Ratio under the
      above relevant 75% or 65% as determined by a valuer of the Lenders’
      choice;

            


    

     

    
      	
               
      

            	
              (u)

            	
              Future Mortgage
      Obligations: ensure that the Co-borrowers shall provide mortgage
      over any of its fixed assets, whether one asset or a number of assets with
      cumulative value over RMB 3,500,000 purchased after the execution of this
      Agreement to the Lenders as part of the security package
      hereunder.  For this purpose, the Co-borrowers shall notify the
      Lenders in writing within five (5) Business Days upon execution of the
      relevant fixed assets purchase contract and shall execute the relevant
      mortgage contracts in the form satisfactory to the Lenders and complete
      the relevant mortgage registration within twenty-five (25) Business Days
      upon receiving the relevant title certificate to the real property or
      possession of the fixed assets, as the case may
  be.

            


    

     

    
      	
              12.2

            	
              Negative
      Undertakings.  Each of the Co-borrowers and Guarantors
      undertakes and agrees with each of the Finance Parties throughout the
      continuance of the Finance Documents and so long as any sum remains owing
      thereunder that each of the Co-borrowers and Guarantors will not, as the
      case may be, unless the Majority Lenders otherwise agrees in writing
      to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Reconstruction and
      Merger:  cause Borrower A to enter into any form of
      reconstruction, and/or merge or consolidate with any other entity or take
      any step with a view to dissolution, liquidation or
      winding-up;

            


    

     

    
      
        
           


        

        
          37

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (b)

            	
              Investments:  cause
      any of the Co-borrowers to establish or acquire any Subsidiary or invest
      in any other entity or provide financing to any person other than those
      listed in the annual budget every year, without the Lender’s prior written
      consent, except by way of trade credit in the ordinary course of its
      business;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Change of
      business:  materially change the nature of its business
      from that carried on at the date of this
  Agreement;

            


    

     

    
      	
               
      

            	
              (d)

            	
              License:
      terminate the patent or trademark licensing agreements during the term of
      the Facility;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Disposals:  sell,
      transfer or otherwise assign, deal with or dispose of all or any material
      part of its business or (except for good consideration in the ordinary
      course of its business, for any assets disposal which is not greater than
      US$ 1,000,000, mandatory prepayment shall apply according to Clause 6.3)
      its assets or revenues, whether by a single transaction or by a number of
      transactions whether related or
not;

            


    

     

    
      	
               
      

            	
              (f)

            	
              Borrowing:
      cause any of the Co-borrowers to borrow or raise indebtedness (both bank
      and non-bank debt) other than the Facility under this Agreement (except
      for borrowing occurred in its normal business working capital operations
      requirement up to RMB 35,000,000, on the proviso that (i) the
      Co-borrowers’ total revenues have increased by RMB100m in the past 6
      months over the preceding 6 month period, or the Borrower A and Borrower
      B’s contracted order book for the next three (3) months to have increased
      by RMB100m over the previous six (6) months, to reflect the need for
      additional working capital
financing);

            


    

     

    
      	
               
      

            	
              (g)

            	
              Related
      Borrowing: cause any of the Co-borrowers to provide any financing
      or loans to any related parties or affiliates without prior written
      consent from the Lender;

            


    

     

    
      	
               
      

            	
              (h)

            	
              Borrowing Secured by
      Third Parties: cause any of the Co-borrowers to borrow or raise
      indebtedness other than the Facility under this Agreement with assets for
      collateral provided by third parties, except for the existing loans with
      China Construction Bank Wuhan Economic and Technology Development Zone
      Sub-branch under the Loan Agreement (SN: 2008-09-8050-001) with Hu Bei Di
      Long Industry Group Co., Ltd. as the real property mortgage security
      provider and the loan with Hua Xia Bank Wuhan Economic and Technology
      Development Zone Sub-branch under the Loan Agreements (the facility of
      50,000,000 dated October 6, 2008 (SN:
      5243200001618200003631));

            


    

     

    
      
        
           


        

        
          38

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (i)

            	
              Extension of
      Guarantee: cause any of the Co-borrowers to extend the current
      corporate guarantees provided by the Co-borrowers to third parties, and
      grant any new guarantee without prior written consent from the
      Lender.

            


    

     

    
      	
               
      

            	
              (j)

            	
              Negative
      Pledge:  cause any of the Co-borrowers to create or
      attempt or agree to create or permit to arise or exist any Encumbrance
      over all or any part of its property, assets or revenues now owned or
      hereafter acquired, or assign, novate or sell any income or revenues
      (including accounts receivables) or rights in respect of any thereof,
      except liens arising by operation of law and cash pledged for its notes
      payables in the ordinary course of business of any of any of the
      Co-borrowers, as the case may be;

            


    

     

    
      	
               
      

            	
              (k)

            	
              Negative Pledge by
      Guarantor A: create or attempt or agree to create or permit to
      arise or exist any Encumbrance over the Shares of Borrower A held by
      Guarantor A;

            


    

     

    
      	
               
      

            	
              (l)

            	
              Hedging
      Agreements:  cause any of the Co-borrowers to enter into
      any hedging agreement, other than hedging agreements that constitute
      permitted investments which have been agreed by the Lender in advance and
      that entered into in the ordinary course of business to hedge or mitigate
      risks to which any of the Co-borrowers, as the case may be, is exposed in
      the conduct of its business or performance of its
    obligations;

            


    

     

    
      	
               
      

            	
              (m)

            	
              Set-off: cause
      any of the Co-borrowers to enter into any transactions involving the
      set-off of its accounts receivables and accounts payables or other
      payables;

            


    

     

    
      	
               
      

            	
              (n)

            	
              Capex
      investment: cause Borrower C to incur its planned capex investment
      before meeting its drawdown conditions for Tranche B, and always not
      exceeding the Tranche B funding amount;
and

            


    

     

    
      	
               
      

            	
              (o)

            	
              Other
      obligations:  enter into any agreement or obligation
      which might materially and adversely affect its financial or other
      condition.

            


    

     

    
      	
              12.3

            	
              Undertakings relating
      to Security.  Each of the Co-borrowers undertakes and
      agrees with each of the Finance Parties throughout the continuance of the
      Finance Documents and so long as any sum remains owing thereunder that
      each of the Co-borrowers will, unless the Majority Lenders otherwise
      agrees in writing:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Information:  Supply
      or cause to be supplied to the Facility Agent in sufficient number for
      each Lender:

            


    

     

    
      
        
           


        

        
          39

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (i)

            	
              as
      the Lenders may from time to time reasonably request, a valuation report
      of the Property/Equipment prepared and issued at the Co-borrowers’
      expense, addressed to the Lenders by a qualified appraisal reasonably
      acceptable to the Lenders;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              upon
      written request by the Lenders, such additional information in relation to
      the Property/Equipment as the Lenders may reasonably
    request;

            


    

     

    all such
reports and other information to be prepared and supplied at the cost of the
Co-borrowers;

     

    
      	
               
      

            	
              (b)

            	
              Documents:
      supply or cause to supply to the Lenders:  any and all documents
      which are required by the Land Bureau or Real Estate Administration Bureau
      or SAIC for the purpose of registration of Property Mortgage / Equipment
      Mortgage / Share Pledge / Trademarks Pledge, including but not limited to
      Land Use Right Certificate, Certificate of Real Estate Ownership,
      Trademark Registration Certificate, invoices for equipments, power of
      attorney, business licence and certificate of legal
      representative;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Inspection:  permit
      the Lenders and any other person appointed by the Lenders full and free
      access to the Land, Plant and Equipment at all reasonable times after
      prior written notice and provide any such person any information required
      by him so as to enable the Lenders to be fully informed of all aspects of
      the above; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              Insurance:  (i)
      take out and maintain all risks insurance for the full amount of the
      Property and the Equipment; (ii) ensure that all risks insurance shall be
      maintained with such insurance companies as the Lenders may approve (such
      approval not to be unreasonably withheld); (iii) ensure that the Lenders
      are named as sole loss payee of the insurance policies (except for the
      third party risk insurance); and (iv) deliver to the Security Agent the
      original of the policy of insurance taken out by any of the Co-borrowers
      in relation to the Property and Equipment, in accordance with this
      paragraph together with a copy, certified as a true copy of its original
      by any of the Co-borrowers, of the receipt for the payment of insurance
      premium, and evidence that the interest of the Lenders has been noted or
      endorsed on such policy on terms reasonably acceptable to the Lenders; (v)
      ensure that all the insurance proceeds be used for mandatory repayment of
      the Facility hereunder, unless the Lenders agree
  otherwise.

            


    

     

    
      	
              12.4

            	
              Financial
      Covenants:

            


    

     

    Borrower
A undertakes with each of the Lenders throughout the continuance of the Finance
Documents and so long as any sum remains owing hereunder that Borrower A
covenants that, unless the Majority Lenders otherwise agrees in writing, it will
be in compliance with the following consolidated financial
covenants:

     

    
      
        
           


        

        
          40

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	 
      	
                                      2009

                                    	 
      	
                                      Mar-10

                                    	 
      	
                                      Jun-10

                                    	 
      	
                                      Sep-10

                                    	 
      	
                                      Dec-10

                                    	 
      	
                                      2011 and

                                      there after

                                    
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                      Total
      Debt / EBITA

                                    	 
      	
                                      <3.0x

                                    	 
      	
                                      <3.5x

                                    	 
      	
                                      <3.0x

                                    	 
      	
                                      <3.0x

                                    	 
      	
                                      <3.0x

                                    	 
      	
                                      <2.5x

                                    
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                      [Total
      Debt + Notes Payable] / EBITA

                                    	 
      	
                                      <4.3x

                                    	 
      	
                                      <4.5x

                                    	 
      	
                                      <4.0x

                                    	 
      	
                                      <3.5x

                                    	 
      	
                                      <3.5x

                                    	 
      	
                                      <3.0x

                                    
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                      EBITA
      / Interest

                                    	 
      	
                                      >6.0x

                                    	 
      	
                                      >5.0x

                                    	 
      	
                                      >5.0x

                                    	 
      	
                                      >5.0x

                                    	 
      	
                                      >5.0x

                                    	 
      	
                                      >7.0x

                                    
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                      Debt
      / Equity

                                    	 
      	
                                      <50%

                                    	 
      	
                                      <50%

                                    	 
      	
                                      <50%

                                    	 
      	
                                      <50%

                                    	 
      	
                                      <50%

                                    	 
      	
                                      <50%

                                    
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                      Revenues
      (RMB million)

                                    	 
      	
                                      >600

                                    	 
      	
                                      >630

                                    	 
      	
                                      >675

                                    	 
      	
                                      >710

                                    	 
      	
                                      >750

                                    	 
      	
                                      >750

                                    
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                      Gross
      Margin

                                    	 
      	
                                      >23%

                                    	 
      	
                                      >23%

                                    	 
      	
                                      >24%

                                    	 
      	
                                      >24%

                                    	 
      	
                                      >25%

                                    	 
      	
                                      >25%

                                    
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                      Consolidated
      Accounts Receivables Days

                                    	 
      	
                                      <180
      days

                                    	 
      	
                                      <180
      days

                                    	 
      	
                                      <180
      days

                                    	 
      	
                                      <180
      days

                                    	 
      	
                                      <180
      days

                                    	 
      	
                                      <180
      days

                                    
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                      Accounts
      Receivables Age Over 2 Years

                                    	
                                        

                                    	
                                      <RMB26m

                                    	
                                        

                                    	
                                      <RMB26m

                                    	
                                        

                                    	
                                      <RMB26m

                                    	
                                        

                                    	
                                      <RMB26m

                                    	
                                        

                                    	
                                      <RMB26m

                                    	
                                        

                                    	
                                      <RMB26m

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

    

    Borrower
A agrees to provide to the Facility Agent compliance certificates from its
auditor to confirm it is in compliance with the above financial covenants on a
quarterly basis, at the end of the quarter ending March, June, Sep and
Dec.  The Company’s auditor firm should follow PRC GAAP; and that the
test of the financial covenants will be performed based on the prior rolling 12
month financials as per the audited statement or management accounts reviewed by
its auditor.

     

    Please
see Schedule 5 of this Agreement for Financial Definitions and Appendix II of
this Agreement for the form of the Compliance Certificate.

     

    
      	
              13.

            	
              EVENTS
      OF DEFAULT

            


    

     

    
      	
              13.1

            	
              Events of
      Default.  Each of the following events and circumstances
      shall be an
      Event of
      Default:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Non-payment:  any
      of the Co-borrowers fails to pay any sum payable under any Finance
      Document to which it is a party when due or otherwise in accordance with
      the provisions thereof unless its failure to pay is caused by
      administrative or technical error in the transmission of funds and payment
      is made within three (3) Business Days of its original due
      date;

            


    

     

    
      
        
           


        

        
          41

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (b)

            	
              Other
      obligations:  the Co-borrowers or the Guarantors fails
      duly and punctually to perform or comply with any of its respective
      obligations or undertakings under any Finance Document and, in respect
      only of a failure which in the opinion of the Lenders (acting reasonably)
      is capable of remedy and which is not a failure to pay
      money,   does not remedy such failure to the Lender’s
      reasonable satisfaction within five (5) Business Days (or such longer
      period as the Lenders may approve) after receipt of written notice from
      the Lenders requiring it to do so;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Misrepresentation:  any
      representation or warranty made or deemed to be made by the Co-borrowers
      or the Guarantors in or in connection with any Finance Document proves to
      have been incorrect or misleading in any respect considered by the
      Majority Lenders to be material (acting
  reasonably);

            


    

     

    
      	
               
      

            	
              (d)

            	
              Cross
      default:  any of the Co-borrowers defaults or receives
      notice of default under any agreement or obligation relating to borrowing
      or any indebtedness of such Co-borrower becomes payable or capable of
      being declared payable before its stated maturity or is not paid when due
      or any Encumbrance, guarantee or other security now or hereafter created
      by any of the Co-borrowers becomes enforceable and the default is not
      remedied to the Lender’s reasonable satisfaction within five (5) Business
      Days (or such longer period as the Lenders may in its discretion agree)
      after receipt of written notice from the Lenders requiring it to do
      so;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Authorisation:  any
      of the authorisations referred to in Clause 11.1(g) is not granted or
      ceases to be in full force and effect or is modified in a manner which, in
      the reasonable opinion of the Majority Lenders, might have a Material
      Adverse Effect, or if any law, regulation, judgment or order (or the
      repeal or modification of any of the foregoing) suspends, varies,
      terminates or excuses performance by any of the Co-borrowers of any of its
      obligations under any Finance Document to which it is a party or purports
      to do any of the same;

            


    

     

    
      	
               
      

            	
              (f)

            	
              Creditors’
      process:  a creditor takes possession of all or any part
      of the business or assets of any of the Co-borrowers or any execution or
      other legal process is enforced against the business or any asset of any
      of the Co-borrowers;

            


    

     

    
      	
               
      

            	
              (g)

            	
              Insolvency
      proceedings:  a petition is presented or a proceeding is
      commenced or an order is made or an effective resolution is passed or any
      other step is taken by any person for the winding-up, insolvency,
      administration, reorganisation, reconstruction, dissolution or bankruptcy
      of any of the Co-borrowers or for the appointment of a liquidator,
      receiver, administrator, trustee or similar officer of any of the
      Co-borrowers or of all or any part of its business or
    assets;

            


    

     

    
      
        
           


        

        
          42

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (h)

            	
              Suspension of
      payments:  any of the Co-borrowers stops or suspends
      payments to its creditors generally or is unable or admits its inability
      to pay its debts as they fall due or seeks to enter into any composition
      or other arrangement with its creditors or is declared or becomes bankrupt
      or insolvent;

            


    

     

    
      	
               
      

            	
              (i)

            	
              Analogous
      events:  any event occurs which in the opinion of the
      Lenders appears to have an effect analogous to the matters set out in
      paragraphs (f), (g) or (h) above in any jurisdiction in which any of the
      Co-borrowers is incorporated or carries on
  business;

            


    

     

    
      	
               
      

            	
              (j)

            	
              Cessation of business;
      expropriation:  any of the Co-borrowers ceases or
      threatens to cease to carry on its business or any substantial part
      thereof or changes or threatens to change the nature or scope of its
      business or any of the Co-borrowers disposes of or threatens to dispose of
      or any governmental or other authority expropriates or threatens to
      expropriate all or any substantial part of its business or
      assets;

            


    

     

    
      	
               
      

            	
              (k)

            	
              Other
      parties:  any event which has an effect equivalent or
      similar to any of the events described in any of the above paragraphs
      occurs, mutatis
      mutandis, in relation to Guarantor
A;

            


    

     

    
      	
               
      

            	
              (l)

            	
              Unlawfulness:  any
      Finance Document or any provision thereof ceases for any reason to be in
      full force and effect or is terminated or jeopardised or becomes invalid
      or unenforceable or if there is any dispute regarding the validity or
      enforceability of the same or if there is any purported termination or
      repudiation of the same or it becomes impossible or unlawful for any of
      the Co-borrowers or any other party thereto to perform any of its
      obligations thereunder or for any Finance Party to exercise all or any of
      its rights, powers and remedies thereunder or any undertaking in Clause 12
      is not enforceable as such and any of the Co-borrowers fails to do, or
      fails to refrain from doing, the activity which it purported to undertake
      to do or, as the case may be, not to
do;

            


    

     

    
      	
               
      

            	
              (m)

            	
              Compulsory
      purchase: any substantial part of the Property is seized,
      nationalised, expropriated or compulsorily purchased or the applicable
      local authority makes an order for the compulsory purchase of all or any
      substantial part of the Property;

            


    

     

    
      	
               
      

            	
              (n)

            	
              Major
      damage:  any substantial part of the Property is
      destroyed or substantially damaged;

            


    

     

    
      
        
           


        

        
          43

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (o)

            	
              Litigation and change
      control: any of the Co-borrowers engages in material litigation or
      have material litigation taken against the Co-borrowers, or administrative
      or arbitration proceedings or change in control of any of the
      Co-borrowers; and

            


    

     

    
      	
               
      

            	
              (p)

            	
              Material adverse
      change:  any situation which in the opinion of the
      Majority Lenders (acting reasonably) gives reasonable grounds to believe
      that an event having a Material Adverse Effect has
    occurred.

            


    

     

    In this
Loan Agreement, a “Potential Event of Default” means any event which may become
(with the elapse of time, the giving of notice, the making of any determination
hereunder or any combination thereof) an Event of Default.

     

    
      	
              13.2

            	
              Declarations.  If
      an Event of Default has occurred the Facility Agent may, and upon written
      request by the Majority Lenders shall, by written notice to the
      Co-borrowers:

            


    

     

    
      	
               
      

            	
              (a)

            	
              declare
      the Loan, accrued interest and all other sums payable hereunder to be,
      whereupon they shall become, immediately due and payable without further
      demand, notice or other legal formality of any kind;
  and/or

            


    

     

    
      	
               
      

            	
              (b)

            	
              declare
      the Facility terminated whereupon the obligation of the Lenders to make
      further Advances hereunder shall immediately
  cease.

            


    

     

    
      	
              14.

            	
              PENALTY
      INTEREST

            


    

     

    
      	
               
      

            	
              (a)

            	
              Penalty Interest
      Rate.  If the Co-borrowers fails to pay any sum payable
      under this Agreement when due then an additional 1% penalty interest rate
      shall be levied on all amounts due and
unpaid.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Penalty Interest Rate
      for Misappropriation.  If the Co-borrowers misappropriate
      any or all of the Facility under this Agreement, the PBOC Rate plus 50% -
      100% mark up shall be levied on all amounts
    misappropriated.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Calculation of Penalty
      Interest.  Interest at the rate determined from time to
      time as aforesaid shall accrue from day to day, and shall be calculated
      from the due date to the date actual payment for the overdue and from the
      date of misappropriation to the date when the misappropriation is ceased
      at the sole discretion of the
Lenders.

            


    

     

    
      
        
           


        

        
          44

          
            

          

        

        
           


        

      

    

     

    
      	
              15.

            	
              INDEMNITIES
      AND SET-OFF 

            


    

     

    
      	
              15.1

            	
              General
      Indemnity.  The Co-borrowers shall jointly indemnify each
      Finance Party against all losses, liabilities, damages, costs and expenses
      which such Finance Party may incur as a consequence of the information
      produced or approved by either of the Co-borrowers being or being alleged
      to be misleading or deceptive in any respect or any Event of Default or
      Potential Event of Default or any other breach by any of the Co-borrowers
      of any of its obligations under any Finance Document to which it is a
      party or any failure to borrow in accordance with a Notice of Drawing or
      any prepayment under this Agreement (except under Clause 6.2) or otherwise
      in connection with the Finance Documents (including any loss or expense
      reasonably incurred in liquidating or redeploying funds acquired or
      arranged for the purposes of a proposed Advance or any unpaid sum or in
      terminating any such arrangement or any hedging arrangement in respect of
      this Agreement and any interest or fees incurred in funding any unpaid
      sum, but taking into account any interest paid by the Co-borrowers in
      respect of such unpaid sum under Clause
14).

            


    

     

    
      	
              15.2

            	
              Indemnity for Hedge
      Break Costs.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Without
      prejudice to the above, upon the occurrence of any of the following
      circumstance, the Co-borrowers shall indemnify the Lenders for the Hedge
      Break Costs:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Co-borrowers is required to make the prepayment in accordance with Clause
      6 hereof;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Lenders accelerate, cancel or terminate any or all of the Facility
      hereunder according to the terms of this Agreement, including but not
      limited to the terms relating to prepayment and Event of
      Default;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      calculation of the Hedge Break Costs shall be conducted by any of the
      relevant Lenders and the Facility Agent shall inform the Co-borrowers of
      such Hedge Break Costs payable.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Any
      Hedge Break Costs payable hereof shall be the payable in addition to the
      principal, interest or any other amount to be paid by the Co-borrowers in
      accordance with this Agreement.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      results of calculation and payment decision on the Hedge Break Costs from
      the Lenders shall be binding upon the Co-borrowers unless there is any
      material mistake.

            


    

     

    
      
        
           


        

        
          45

          
            

          

        

        
           


        

      

    

    


    
      	
              15.3

            	
              Set-Off.  If
      an Event of Default or Potential Event of Default has occurred
      each  Finance Party shall have the right, without notice to any
      of the Co-borrowers or any other person, to set off and apply any credit
      balance on any account (whether subject to notice or not and whether
      matured or not and in whatever currency) of the Co-borrowers with such
      Finance Party, and any other indebtedness owing by such Finance Party to
      any of the Co-borrowers, against the liabilities of the Co-borrowers under
      the Finance Documents to which it is a party, and each Finance Party is
      authorised to purchase with the monies standing to the credit of any such
      account such other currencies as may be necessary for this purpose. Each
      Finance Party shall forthwith notify the Co-borrowers of the exercise of
      any right under this Clause. This Clause shall not affect any general or
      banker’s lien, right of set-off or other right to which any Finance Party
      may be entitled.

            


    

     

    
      	
              15.4

            	
              Pro
      Rata
      Sharing.  If a Finance Party (a “Recovering Finance
      Party”) receives or recovers any amount from the Co-borrowers or
      otherwise in respect of sums due from the Co-borrowers (other than in
      accordance with Clause 10.2) and applies that amount to a payment due
      under the Finance Documents then:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Recovering Finance Party shall, within three (3) Business Days, notify
      details of the receipt or recovery, to the Facility
  Agent;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Facility Agent shall determine whether the receipt or recovery is in
      excess of the amount the Recovering Finance Party would have been paid had
      the receipt or recovery been received or made by the Facility Agent and
      distributed in accordance with Clause 10.2, without taking account of any
      tax which would be imposed on the Facility Agent in relation to the
      receipt, recovery or distribution;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Recovering Finance Party shall, within three (3) Business Days of demand
      by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal
      to such receipt or recovery less any amount which the Facility Agent
      determines may be retained by the Recovering Finance Party as its share of
      any payment to be made, in accordance with this Clause
    15.4.

            


    

     

    The
Facility Agent shall treat the Sharing Payment as if it had been paid by the
Co-borrowers or relevant Guarantors and distribute it between the Finance
Parties (other than the Recovering Finance Party) in accordance with this Clause
15.4.  On a distribution by the Facility Agent under this Clause 15.4,
the Recovering Finance Party will be subrogated to the rights of the Finance
Parties which have shared in the redistribution.  If and to the extent
that the Recovering Finance Party is not able to rely on its rights of
subrogation, the Co-borrowers shall be liable to the Recovering Finance Party
for a debt equal to the Sharing Payment which is immediately due and
payable.  If any part of the Sharing Payment received or recovered by
a Recovering Finance Party becomes repayable and is repaid by that Recovering
Finance Party, then:

     

    
      
        
           


        

        
          46

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (i)

            	
              each
      Finance Party which has received a share of the relevant Sharing Payment
      pursuant to this Clause 15.4 shall, upon request of the Facility Agent,
      pay to the Facility Agent for the account of that Recovering Finance Party
      an amount equal to the appropriate part of its share of the Sharing
      Payment (together with an amount as is necessary to reimburse that
      Recovering Finance Party for its proportion of any interest on the Sharing
      Payment which that Recovering Finance Party is required to pay);
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              that
      Recovering Finance Party’s rights of subrogation in respect of any
      reimbursement shall be cancelled and the Co-borrowers will be liable to
      the reimbursing Finance Party for the amount so
  reimbursed.

            


    

     

    This
Clause 15.4 shall not apply to the extent that the Recovering Finance Party
would not, after making any payment pursuant to this Clause, have a valid and
enforceable claim against the Co-borrowers or the relevant
Guarantors.  A Recovering Finance Party is not obliged to share with
any other Finance Party any amount which the Recovering Finance Party has
received or recovered as a result of taking legal or arbitration proceedings, if
it notified that other Finance Party of the legal or arbitration proceedings and
that other Finance Party had an opportunity to participate in those legal or
arbitration proceedings but did not do so as soon as reasonably practicable
having received notice and did not take separate legal or arbitration
proceedings.

     

    
      	
              15.5

            	
              No
      Encumbrance.  Clause 15.4 shall not constitute and shall
      not be construed as constituting an Encumbrance by any Lender over all or
      any part of any sum received or recovered by it in the manner set out in
      Clause 15.4.

            


    

     

    
      	
              16.

            	
              THE
      FINANCE PARTIES

            


    

     

    
      	
              16.1

            	
              Appointment for
      Facility Agent.  Each of the other Finance Parties hereby
      appoints the Facility Agent to act as its agent in relation to the
      administration of the Facility and authorises the Facility Agent to take
      such action on its behalf and to exercise and enforce such rights, powers
      and discretions as are expressly or by implication delegated to the
      Facility Agent by the terms of this Agreement and such rights, powers and
      discretions as are reasonably incidental
  thereto.

            


    

     

    
      
        
           


        

        
          47

          
            

          

        

        
           


        

      

    

    


    
      	
              16.2

            	
              Appointment for
      Security Agent.  Each of the other Finance Parties hereby
      appoints the Security Agent to act as its agent and trustee in relation to
      the Security Documents and authorises the Security Agent to enter into the
      Security Documents on its behalf and authorises the Security Agent to
      settle the rights, benefits and interests as described in each Security
      Documents on trust on its behalf and authorises the Security Agent to take
      such action on its behalf and to exercise and enforce such rights, powers
      and discretions as are expressly or by implication delegated to the
      Security Agent by the terms of this Agreement and the Security Documents
      and such rights, powers and discretions as are reasonably incidental
      thereto.

            


    

     

    
      	
              16.3

            	
              Covenant to
      Pay.  Without prejudice to its respective obligations to
      the Finance Parties under the other provisions of the Finance Documents to
      which it is a party, the Co-borrowers undertakes to the Facility Agent to
      pay to the Facility Agent from time to time on demand (any such demand
      being expressed to be made under this Clause) all amounts from time to
      time due and payable by it for the account of any other party to this
      Agreement pursuant to any Finance Document to the extent not already
      paid.  Any payment made pursuant to any such demand shall, to
      the extent of such payment, also discharge the Co-borrowers’ obligation to
      make payment for the account of the person
  concerned.

            


    

     

    
      	
              16.4

            	
              Nature of
      Duties.  The duties and functions of the Facility Agent
      or Security Agent shall be of a mechanical and administrative nature
      only.  The Facility Agent or Security Agent shall not be deemed
      to be a trustee of any Finance Party except as specified in the Finance
      Documents and shall not be deemed to be an agent or trustee of the
      Co-borrowers for any purpose except as specified in Clause
      20.5.  The Facility Agent or Security Agent shall have no duties
      or obligations except those expressly set out in the Finance
      Documents.

            


    

     

    
      	
              16.5

            	
              Specific Duties of the
      Facility Agent.  The Facility Agent
  shall:

            


    

     

    
      	
               
      

            	
              (a)

            	
              promptly
      account to each Lender for its due proportion of all payments received by
      the Facility Agent from the Co-borrowers or otherwise in connection with
      the Facility;

            


    

     

    
      	
               
      

            	
              (b)

            	
              promptly
      inform each Lender of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      contents of any document which the Facility Agent receives in respect of
      the Facility and which it considers to be material;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      material Event of Default of which an officer of the Facility Agent acting
      in respect of the Finance Documents and in his capacity as such has actual
      knowledge;

            


    

     

    
      
        
           


        

        
          48

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (c)

            	
              except
      as otherwise provided in this Agreement, take or refrain from taking any
      action in accordance with any lawful and proper instructions given to it
      by the Majority Lenders, and any such instructions shall be binding on all
      the Finance Parties, and the Facility Agent shall have no liability to the
      Co-borrowers or any other Finance Party if it acts (or refrains from
      taking any action) in accordance with any lawful and proper instructions
      of the Majority Lenders;

            


    

     

    
      	
               
      

            	
              (d)

            	
              consult
      with the other Finance Parties to the extent practicable before making any
      declaration or demand under Clause 13.2 or effecting any amendment or
      waiver under Clause 17.

            


    

     

    
      	
              16.6

            	
              Specific Duties and
      Obligations of the Security Agent.  The Security Agent
      shall:

            


    

     

    
      	
               
      

            	
              (a)

            	
              execute
      the Security Documents on behalf of the Lenders and shall procure and
      assist the relevant security providers to conduct the necessary
      registration, filing and approval for the Security Documents in accordance
      with the applicable laws and regulations and shall maintain all the above
      mentioned registration, filing and approval legal and valid until the
      Facility under this Agreement has been fully
  repaid;

            


    

     

    
      	
               
      

            	
              (b)

            	
              keep
      all the certificates or other documents which represent the rights of the
      Lenders and to circulate the copies of the aforementioned documents to
      each of the Lenders;

            


    

     

    
      	
               
      

            	
              (c)

            	
              perform
      its duties under this Agreement with due diligence and to fairly protect
      the interests of each of the Lenders without harming the legal benefits of
      other Lenders under its position as a Security
  Agent;

            


    

     

    
      	
               
      

            	
              (d)

            	
              notify
      the Facility Agent within three (3) Business Days if it has been or should
      have been aware of any event of defaults under the Security Documents and
      upon receiving the notice from the Security Agent, the Facility Agent
      shall notify the other Lenders within three (3) Business
    Days;

            


    

     

    
      	
               
      

            	
              (e)

            	
              not
      request the security providers to perform its security obligations or
      realize the security under any of the Security Documents in any way,
      unless it is otherwise agreed in this
Agreement;

            


    

     

    
      	
               
      

            	
              (f)

            	
              perform
      other duties as agreed in this
Agreement;

            


    

     

    
      	
               
      

            	
              (g)

            	
              rectify
      any failure to perform its duties or obligations hereunder or the
      activities which may harm the interests of other Lenders and compensate
      the other Lenders’ loss arisen
therefrom.

            


    

     

    
      
        
           


        

        
          49

          
            

          

        

        
           


        

      

    

    


    
      	
              16.7

            	
              Rights and Powers of
      the Facility Agent.  The Facility Agent
    may:

            


    

     

    
      	
               
      

            	
              (a)

            	
              perform
      any of its duties and functions through its directors, officers, employees
      or agents;

            


    

     

    
      	
               
      

            	
              (b)

            	
              engage
      and pay for the advice or services of lawyers, accountants or other
      professional advisers or experts as the Facility Agent may consider
      necessary or desirable and rely and act upon such
  advice;

            


    

     

    
      	
               
      

            	
              (c)

            	
              refrain
      from exercising any of its rights, powers and discretions unless and until
      instructed to do so, and as to the manner of doing so, by the Majority
      Lenders, and refrain from acting upon any instructions to take enforcement
      action until it has been indemnified or secured to its satisfaction
      against any liabilities, costs and expenses which it may
      incur;

            


    

     

    
      	
               
      

            	
              (d)

            	
              (but
      shall not be obliged to) in the absence of any instructions from the
      Majority Lenders (or, if appropriate, the Lenders), act (or refrain from
      taking action) as it considers to be in the best interest of the Finance
      Parties;

            


    

     

    
      	
               
      

            	
              (e)

            	
              refrain
      from taking any action which in its opinion would or might contravene any
      law or regulation or render it liable to any person, and do all things
      which in its opinion may be necessary in order to comply with any law or
      regulation;

            


    

     

    
      	
               
      

            	
              (f)

            	
              if
      any Finance Party owes an amount to the Facility Agent under any Finance
      Document, after giving notice to that Finance Party deduct an amount not
      exceeding the amount owed by the Finance Party from any payment which the
      Facility Agent would otherwise be obliged to make to that Finance Party
      under the Finance Documents and apply the amount deducted in or towards
      satisfaction of the amount owed to the Facility Agent, and for the
      purposes of the Finance Documents that Finance Party shall be regarded as
      having received any amount so
deducted;

            


    

     

    
      	
               
      

            	
              (g)

            	
              disclose
      to the other Finance Parties any information which, in the opinion of the
      Facility Agent, is received by it in its capacity as the Facility
      Agent;

            


    

     

    
      	
               
      

            	
              (h)

            	
              deduct
      from any amount received by it for the account of the other Finance
      Parties pro rata any unpaid fees, costs and expenses of the Facility Agent
      incurred by it in connection with the Finance
  Documents;

            


    

     

    
      	
               
      

            	
              (i)

            	
              assume
      that no Event of Default or Potential Event of Default has occurred, that
      any representation made by the Co-borrowers or any Guarantor in or in
      connection with any Finance Document is true and that no party is in
      breach of its obligations under any Finance Document unless the Facility
      Agent receives specific written notice to the
  contrary;

            


    

     

    
      
        
           


        

        
          50

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (j)

            	
              rely
      upon any communication or document which it believes to be genuine and, as
      to any matters of fact which can reasonably be expected to be within the
      knowledge of any other party to any Finance Document, rely upon a
      certificate signed by or on behalf of that
  party;

            


    

     

    
      	
               
      

            	
              (k)

            	
              assume
      that each Lending Office is that identified in Schedule 1 or in the
      Novation Certificate under which any Transferee became a party to this
      Agreement until it has received from the relevant Lender or Transferee a
      notice designating another office as its Lending Office and may act upon
      such notice until the same is superseded by a further such notice;
      and

            


    

     

    
      	
               
      

            	
              (l)

            	
              deposit
      any instruments, documents or deeds delivered to it with any bank or
      professional custodian or with its or any Finance Party’s legal advisers
      and shall not be liable for any loss thereby incurred in the absence of
      any gross negligence or wilful default by it and the Facility Agent shall
      not be in any way liable for any loss incurred through the misconduct or
      default of such delegate.

            


    

     

    
      	
              16.8

            	
              No Liability to
      Finance Party by the Facility Agent or the Security
      Agent.  The Facility Agent or the Security Agent shall
      have no liability or obligation to any other Finance
  Party:

            


    

     

    
      	
               
      

            	
              (a)

            	
              as
      a result of any failure or delay by the Co-borrowers or any other party in
      performing its respective obligations under any Finance
      Document;

            


    

     

    
      	
               
      

            	
              (b)

            	
              for
      the authorisation, execution, legality, validity, enforceability,
      effectiveness, genuineness or sufficiency of any Finance Document or any
      other document relevant to this transaction or for the collectability of
      any sum payable under any Finance
Document;

            


    

     

    
      	
               
      

            	
              (c)

            	
              for:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      accuracy or completeness of any information supplied by any person at any
      time whether or not such information was or is circulated by the Facility
      Agent or the Security Agent;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      accuracy of any representation, warranty or statement (whether written or
      oral) made in or at any time in connection with any Finance
      Document;

            


    

     

    
      	
               
      

            	
              (d)

            	
              to
      take any steps to ascertain whether an Event of Default or Potential Event
      of Default has occurred or whether the Co-borrowers or any other party is
      otherwise in breach of any of its respective obligations or any
      representation or warranty under any Finance
  Document;

            


    

     

    
      
        
           


        

        
          51

          
            

          

        

        
           


        

      

    

     

    

      
        	
                 
      

              	
                (e)

              	
                to
      provide any credit or other information relating to the Co-borrowers or
      any Guarantor or otherwise relating to the Facility, except as expressly
      stated in this Agreement;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                to
      account for any sum received by the Facility Agent (other than for the
      account of the other Finance Parties) by way of fees or reimbursement of
      expenses in connection with any Finance Document or for any benefit
      received by it arising out of any present or future banking or other
      relationship with the Co-borrowers or any Guarantor or any person
      connected with the Co-borrowers or any
  Guarantor;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                for
      any delay (or any related consequences) in crediting an account with any
      amount required to be paid by the Facility Agent under any Finance
      Document if the Facility Agent has taken all necessary steps as soon as
      reasonably practicable to comply with the regulations or operating
      procedures of any recognised clearing or settlement system used by the
      Facility Agent for that purpose;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                as
      a result of any act or omission by the Facility Agent or the Security
      Agent or any director, officer, employee or agent of the Facility Agent or
      the Security Agent in connection with the Facility, except in the case of
      the Facility Agent’s or Security Agent’s gross negligence or wilful
      misconduct.

              


      

       

      Each
other Finance Party agrees that it will not seek to make any claim against any
director, officer, employee or agent of the Facility Agent or the Security Agent
in respect of any of the matters described in this Clause 16.8.

       

      
        	
                16.9

              	
                No Liability to
      Co-borrowers.  The Facility Agent or the Security Agent
      shall have no liability or obligation to the Co-borrowers as a result of
      any failure or delay by any Finance Party or any other party in performing
      its respective obligations under any Finance
  Document.

              


      

       

      
        	
                16.10

              	
                Indemnity.  The
      Lenders shall indemnify the Facility Agent or the Security Agent upon
      demand from and against all claims, actions, liabilities, damages,
      penalties, losses, costs and expenses (including legal fees) which the
      Facility Agent or the Security Agent may incur in any way relating to or
      arising out of any Finance Document or relating to or arising out of any
      action taken or omitted to be taken by the Facility Agent or the Security
      Agent in seeking to protect, exercise or enforce the rights of the Finance
      Parties or otherwise in connection with the Facility, (including, without
      limitation, the costs, charges and expenses referred to in Clauses 9.2 and
      9.3) unless and to the extent that any of the foregoing results directly
      from the Facility Agent’s or the Security Agent’s gross negligence or
      wilful misconduct.  The Lenders shall be severally liable under
      the foregoing indemnity in proportion to their respective Participations
      in the Loan or, if no Advance has yet been made, in proportion to their
      respective Commitments, in each case calculated at the time of the
      Facility Agent’s or the Security Agent’s demand, or, if the Loan has been
      fully repaid, in proportion to their respective Participations in the Loan
      immediately before such repayment.  The Co-borrowers shall
      immediately on demand reimburse each Lender for any payment made under
      this Clause.

              


      

       

      
        
           


        

        
          52

          
            

          

        

        
           


        

      


      
        	
                16.11

              	
                Acknowledgement by
      other Finance Parties.  Each of the other Finance Parties
      acknowledges to and agrees with the Facility Agent or the Security Agent
      that:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                it
      has itself been and will continue to be solely responsible for making its
      own independent analysis of and investigations into the status,
      creditworthiness, prospects, business, operations, assets and condition of
      the Co-borrowers, each Guarantor and any other person referred to herein
      and for making its own decisions as to the entering into or the taking or
      not taking of any action in connection with this
    transaction;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      due diligence in respect of the Co-borrowers, the Guarantors and the
      transactions contemplated under the Finance Documents required to comply
      with the requirements under the applicable law relating to anti-money
      laundering shall remain the responsibility of each other Finance Party,
      and it is expressly agreed that the Co-borrowers shall, and shall procure
      each of the Guarantors to, provide any information required by any Finance
      Party as soon as practicable for the purpose of complying with such
      Finance Party’s obligations under the applicable law relating to
      anti-money laundering;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                it
      has not relied upon any representation or statement made by the Facility
      Agent or the Security Agent as being an inducement to enter into any of
      the Finance Documents.

              


      

       

      
        	
                16.12

              	
                Certifications by
      Facility Agent.  Where any provision of any Finance
      Document provides that the Facility Agent may certify or determine an
      amount or rate payable by the other Finance Parties or any of them, a
      certificate by the Facility Agent as to such amount or rate shall be
      conclusive and binding on each such other Finance Party in the absence of
      manifest error.

              


      

       

      
        	
                16.13

              	
                No Restriction of
      Business.  The Facility Agent or the Security Agent shall
      have the same rights and powers in its capacity as a Lender as any other
      Lender and may exercise such rights and powers as if it was not acting as
      an agent and trustee in relation to any of the Finance
      Documents.  The Facility Agent or the Security Agent may engage
      in any banking or other business with the Co-borrowers or any Guarantor or
      any person connected with the Co-borrowers or any Guarantor and may treat
      as confidential, and shall not be obliged to disclose to any other Finance
      Party, any information which it receives in connection with such other
      business.

              


      

       

      
        
           


        

        
          53

          
            

          

        

        
           


        

      


      
        	
                16.14

              	
                Resignation of
      Facility Agent or the Security Agent.  The Facility Agent
      or the Security Agent may resign at any time by giving not less than
      thirty (30) days’ prior written notice to the Lenders and the
      Co-borrowers.  The Majority Lenders, on behalf of the Finance
      Parties, shall have the right to appoint a successor Facility Agent or a
      successor Security Agent, but if they do not do so within the period of
      such notice the retiring Facility Agent or the retiring Security Agent may
      appoint a successor Facility Agent or a successor Security
      Agent.  The Facility Agent’s or the Security Agent’s resignation
      shall not take effect until a successor Facility Agent or a successor
      Security Agent has been appointed.  Upon such appointment the
      successor Facility Agent or a successor Security Agent shall succeed to
      and become vested with all the rights, powers, discretions and duties of
      the retiring Facility Agent or the retiring Security Agent and the
      retiring Facility Agent or the retiring Security Agent shall be discharged
      from any further duties and obligations hereunder.  The parties
      to this Agreement agree to execute whatever documents may be necessary to
      effect such a change of Facility Agent or the Security
      Agent.  After any retiring Facility Agent’s or retiring Security
      Agent’s resignation the provisions of this Clause 16 shall continue in
      effect for its benefit in respect of any actions taken or omitted to be
      taken by it while it was acting as the Facility Agent or the Security
      Agent.

              


      

       

      
        	
                16.15

              	
                Security
      Trustee.  The following provisions shall apply to the
      Security Agent in its capacity as trustee in relation to any of the
      Security Documents:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the  Security
      Agent:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                may
      accept without enquiry or objection such title as the Co-borrowers or the
      relevant Guarantor may have to any assets which are subject to any of the
      Security Documents and shall not be liable for any lack of or defect in
      such title, whether apparent or not and whether capable of remedy or
      not;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                shall
      not be liable for any omission or delay in giving notice to any third
      party, or effecting any filing or registration, or obtaining any
      authorisation, or otherwise perfecting the security constituted by any of
      the Security Documents;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                shall
      not be obliged to hold any share certificates, title or other documents
      relating to the assets charged under any of the Security Documents in its
      own possession or to take any steps to protect or preserve such documents,
      and may permit the Co-borrowers or the relevant Guarantor (or its lawyers
      or representatives) to retain such documents in its possession if it is
      reasonable in the circumstances;

              


      

       

      
        
           


        

        
          54

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (iv)

              	
                may
      procure that any investment or all or any part of the property and assets
      charged or assigned under the Security Documents, or the proceeds thereof,
      is held and/or registered in the name of its
  nominee;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                each
      of the other Finance Parties authorises the  Security Agent (by
      itself or by such person(s) as it may nominate) to execute and enforce the
      Security Documents as trustee, as agent or as otherwise provided, and
      confirms that the  Security Agent shall have an independent
      right to release from any Security Document any asset permitted to be
      disposed of under this Agreement or the relevant Security Document and
      authorises the  Security Agent to execute any document which is
      reasonably required to achieve the release of any property or asset
      subject to the relevant Security Document as permitted or required by the
      terms of this Agreement or the relevant Security
  Document;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the  Security
      Agent may appoint any person established or resident in any jurisdiction
      (whether a trust corporation or not) to act as a trustee or agent, either
      separately or jointly with the  Security Agent, in relation to
      any of the Security Documents if the  Security Agent considers
      that such an appointment is necessary or desirable for the purpose of
      conforming with any legal requirement in any relevant jurisdiction or
      otherwise for the purpose of holding, administering, protecting or
      enforcing any of the Security Documents, and any such trustee or agent
      shall have such powers and discretions (not exceeding those conferred on
      the Security Agent) and such obligations as shall be conferred or imposed
      on it by the  Security
Agent;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                in
      relation to any Security Document governed by a law other than PRC law,
      each Finance Party:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                shall
      execute and deliver any Security Document which, under applicable law,
      cannot be entered into by the  Security Agent on its behalf, for
      example, because the security constituted by the Security Document must be
      entered into by it as creditor having a pro rata claim of the
      claims secured thereby;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                grants
      the  Security Agent power of representation in relation to the
      execution, enforcement and administration of the Security Documents;
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                shall
      enter into such notarial deeds or other deeds or documents as are required
      under any applicable law relating to the security constituted by the
      Security Documents to enable the  Security Agent or another
      attorney-in-fact to execute any Security Document on such Finance Party’s
      behalf and administer and enforce such
security.

              


      

       

      
        
           


        

        
          55

          
            

          

        

        
           


        

      


      
        	
                16.16

              	
                No
      Partnership.  Nothing contained or implied in this
      Agreement shall constitute or be deemed to constitute a partnership
      between any of the parties to this
Agreement.

              


      

       

      
        
          	
                  16.17

                	
                  Change of Name and
      Reorganisation of Lenders. In
      the event that any Lender changes its name or enter into any
      reorganisation, merger, amalgamation and consolidation with any other
      entity, such Lender shall at the request of the Majority Lender and at its
      own cost provide a legal opinion in form and substance satisfactory to the
      Majority Lender confirming that the surviving entity shall assume the
      obligations of such Lender under the Finance Documents by not later than
      15 days (or such longer period as the Majority Lender may agree in
      writing) after the change in name, reorganisation, merger, amalgamation
      and consolidation takes effect.  Should such Lender fail to do
      so, the Majority Lender shall be entitled (but not obliged) to require
      such Lender to transfer its rights and obligations under the Finance
      Documents in accordance with Clause
20.4.

                


        

      

       

      
        	
                16.18

              	
                Replacement of
      Lenders: When there is a deadlock arises between the Lenders
      if  the Lender other than the Majority Lender (“Affected Lender”) cannot
      agree on the fundamental matter about operation of the Facility hereunder,
      including but not limited to (i) amendments on the terms of the Finance
      Documents; (ii) release the liabilities or obligations of any of the
      Co-borrowers hereunder; (iii) assignment of its Participation by any other
      Lenders in accordance with this Agreement; (iv) declaration of the default
      by any of the Co-borrowers; (v) suspension, termination, cancellation,
      acceleration and prepayment of all or part of the Facility hereunder; and
      (vi) grace period for the approval, registration and filing procedures in
      relation to the Finance Documents to be granted to any of the
      Co-borrowers,  then the Majority Lender may compel the Affected
      Lender to transfer to a replacement bank or financial institution
      nominated by the Majority Lender all or any part of the Affected Lender's
      rights and obligations under the relevant Facility in accordance with
      Clause 20.3.

              


      

       

      
        	
                17.

              	
                AMENDMENT

              


      

       

      Any
amendment or waiver of any provision of this Agreement and any waiver of any
default under this Agreement shall only be effective if made in writing and
signed by or on behalf of the party against whom the amendment or waiver is
asserted.  For these purposes, any amendment or waiver which is made
in writing by the Facility Agent at the direction of the Majority Lenders shall
be binding on all Finance Parties, except that the written approval of all
Lenders is required where that amendment or waiver relates to:

       

      
        	
                 
      

              	
                (a)

              	
                an
      increase of the Facility or of any Lender’s Commitment or the length of
      the Availability Period or the amount or currency of or the due date for
      any payment of principal or interest on the Loan or commitment fee or
      other fees;

              


      

       

      
        
           


        

        
          56

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                a
      reduction in the rate or rates of interest or any commitment or other fees
      or other amounts payable to the Lenders
  hereunder;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any
      amendment of the definition of “Majority Lenders” or of the provisions of
      this Clause;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      provision of any guarantee of or security for the Co-borrower’s
      obligations under this Agreement or the release or amendment of any
      Security Document or the release of any security created thereby;
      or

              


      

       

      
        	
                 
      

              	
                (e)

              	
                any
      provision of this Agreement which expressly requires the consent of all
      Lenders.

              


      

       

      Any
amendment affecting the rights of the Facility Agent shall also require the
consent of the Facility Agent.

       

      
        	
                18.

              	
                WAIVER
      AND SEVERABILITY

              


      

       

      Time is
of the essence for this Agreement but no failure or delay by any Finance Party
in exercising any right, power or remedy hereunder shall impair such right,
power or remedy or operate as a waiver thereof, nor shall any single or partial
exercise of the same preclude any further exercise thereof or the exercise of
any other right, power or remedy.  The rights, powers and remedies
herein provided are cumulative and do not exclude any other rights, powers and
remedies provided by law. If at any time any provision of this Agreement is or
becomes illegal, invalid or unenforceable in any respect under the law of
any jurisdiction, the legality, validity and enforceability of such provision
under the law of any other jurisdiction, and of the remaining provisions of this
Agreement, shall not be affected or impaired thereby.

       

      
        	
                19.

              	
                MISCELLANEOUS

              


      

       

      
        	
                19.1

              	
                Effectiveness.  This
      Agreement shall become effective upon the execution by all the
      Parties.

              


      

       

      
        	
                19.2

              	
                Verification.
      The Co-borrowers undertake to procure that all verifications and approvals
      required of the competent authorities (if needed) are carried out and
      obtained to enable all payments to be made under the Finance Documents in
      accordance with their respective
terms.

              


      

       

      
        	
                19.3

              	
                Chinese and English
      Versions.  In the event that this Agreement is required
      to be executed in both English and Chinese, the Chinese version shall
      prevail for all purposes.

              


      

       

      
        	
                19.4

              	
                Entire
      Agreement.  The Finance Documents constitute the entire
      obligation of all parties and supersede any previous expressions of intent
      or understandings in respect of this
  transaction.

              


      

       

      
        
           


        

        
          57

          
            

          

        

        
           


        

      


      
        	
                19.5

              	
                Originals.  This
      Agreement may be executed in eighteen (18)
  originals.

              


      

       

      
        	
                20.

              	
                ASSIGNMENT,
      NOVATION, DISCLOSURE AND LENDING
OFFICE

              


      

       

      
        	
                20.1

              	
                The Co-borrowers and
      the Guarantors.  The Co-borrowers or the Guarantors shall
      not assign or transfer all or any part of its rights or obligations under
      this Agreement.

              


      

       

      
        	
                20.2

              	
                Assignment
      and Novation.  A Lender
may:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                assign
      all or any part of its rights under the Finance Documents in accordance
      with Clause 20.3; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                transfer
      by novation all or a portion of its rights, benefits and obligations under
      the Finance Documents in accordance with Clause
  20.4,

              


      

       

      (any such
assignment or transfer by novation being referred to in this Clause 20 as a
“transfer”).  The
Co-borrowers shall execute and do all such documents, acts and things as the
Facility Agent may reasonably require for perfecting and completing any such
transfer.

       

      
        	
                20.3

              	
                Assignment by
      Lenders. Any Lender may assign or transfer all or any part of its
      rights or obligations to any other person under the Finance Documents
      without the consent of any other person, Provided
      that:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                any
      transfer of rights together with a novation of obligations to the same
      person may only be made in accordance with the novation procedure set out
      in Clause 20.4; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                no
      such assignment shall take effect until the proposed Assignee has (i)
      agreed with the Facility Agent and the other Lenders that it shall be
      under the same obligations towards each of them as it would have been
      under if it had been a party hereto as a Lender, (ii) paid the Facility
      Agent for its own account a fee to cover all costs, charges and expenses
      (including legal fees on a full indemnity basis) reasonably incurred in
      connection therewith and (iii) paid all sums which have been demanded
      under Clause 20.8.

              


      

       

      
        	
                20.4

              	
                Novation by
      Lenders.  Any Lender may at any time transfer by novation
      all or part of its rights, benefits and/or obligations under or arising
      out of the Finance Documents to an Eligible Transferee.  Such
      transfer shall be effected by:

              


      

       

      
        
           


        

        
          58

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                the
      Eligible Transferee delivering a completed original Novation Certificate
      in the form substantially identical to Schedule 2 hereunder duly executed
      by such Lender and the intended Transferee to the Facility Agent (for this
      purpose only, for itself and as agent for and on behalf of the
      Co-borrowers and the other Lenders) together with a fee for the account of
      the Facility Agent of all costs, charges and expenses (including legal
      fees on a full indemnity basis) reasonably incurred in connection
      therewith provided that if the
      Eligible Transferee requests for substantial changes to the terms in the
      Novation Certificate, the Facility Agent shall notify all the Lenders
      within three (3) Business Days  upon receiving the same from the
      Eligible Transferee.  If there is no written objection on the
      amended Novation Certificate from any of the Lenders received by the
      Facility Agent within seven (7) Business Days after the delivery of the
      amendment notice, it will be deemed as that the amended Novation
      Certificate has been approved by all the Lenders and the Facility Agent is
      authorized to execute on the amended Novation Certificate to acknowledge
      receipt thereof.  In case the Facility Agent receives a written
      objection on the amended Novation Certificate from any of the Lenders, the
      Facility Agent shall promptly notify the other Lenders.  If no
      agreement could be reached within ten (10) Business Days after the
      notification for objection, the Majority Lender shall has the right to
      decide whether to accept the amendment on the Novation Certificate;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Facility Agent executing such Novation Certificate to acknowledge receipt
      thereof.

              


      

       

      Upon
delivery and execution of a Novation Certificate in accordance with the above
conditions, all parties to this Agreement agree that, on the later of the date
specified as the Transfer Date in such Novation Certificate and the fifth (5th)
Business Day following the date of receipt thereof by the Facility Agent (unless
the Facility Agent agrees a shorter period):

       

      
        	
                 
      

              	
                (i)

              	
                to
      the extent only that in such Novation Certificate the Lender which is
      party thereto seeks to transfer its rights and/or its obligations under
      the Finance Documents, the Co-borrowers and such Lender shall each be
      released from further obligations to the other hereunder and their
      respective rights against the other shall be cancelled (such rights and
      obligations being referred to in this Clause 20.4 as “discharged rights and
      obligations”);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Co-borrowers and the Transferee which is party to such Novation
      Certificate shall each assume obligations towards the other and/or acquire
      rights against the other which differ from such discharged rights and
      obligations only insofar as the Co-borrowers and such Transferee have
      assumed and/or acquired the same in place of the Co-borrowers and such
      Lender; and

              


      

       

      
        
           


        

        
          59

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (iii)

              	
                the
      Facility Agent, such Transferee and the other Lenders shall acquire the
      same rights and assume the same obligations between themselves as they
      would have acquired and assumed had such Transferee been an original party
      hereto as a Lender with the rights and obligations acquired or assumed by
      it as a result of such transfer.

              


      

       

      
        	
                20.5

              	
                Authority.  Each
      of the Co-borrowers and the other Lenders hereby irrevocably authorises
      the Facility Agent without further reference to it to acknowledge receipt
      of each Novation Certificate delivered to it in accordance with Clause
      20.4 by its execution thereof.  Upon receipt of any Novation
      Certificate, the Facility Agent shall send a copy thereof to the
      Co-borrowers but the Co-borrowers agree that failure to do so shall not
      invalidate any transfer. The Facility Agent shall incur no liability to
      the Borrower or any Lender by virtue of its acting in accordance with the
      provisions of this Clause.

              


      

       

      
        	
                20.6

              	
                Reliance.  The
      Facility Agent and the Co-borrowers may rely on and act in accordance with
      any Novation Certificate which has been delivered to and accepted by the
      Facility Agent in accordance with Clause 20.4 and which appears to be
      complete and regular on its face.  Neither of them shall incur
      any liability to any party by so doing and the Facility Agent shall not be
      obliged to check or enquire whether a purported Transferee is an Eligible
      Transferee Provided that if it has
      actual notice that any proposed Transferee is not an Eligible Transferee,
      the Facility Agent is hereby authorised (but not obliged) to refuse to
      accept the relevant Novation
Certificate.

              


      

       

      
        	
                20.7

              	
                Disclosure.  A
      Finance Party  may disclose the information of the Co-borrowers
      and the Guarantors to the following persons as such Finance Party
      considers appropriate (a) any Assignee, Transferee or participant or
      potential Assignee, Transferee or participant, (b) the Holding Company of
      such Finance Party ,(c) any Subsidiary or affiliates of such Finance Party
      or of its Holding Company; (d) any service provider or professional
      counsel which undertakes with confidentiality obligations with such
      Finance Party or its Holding Company, Subsidiary or affiliates; (e) any
      credit rating institutions, insurance companies, insurance brokers or any
      third parties which provide credit protection for such Finance Party or
      its Holding Company, Subsidiary or affiliates directly or indirectly or
      (f) any other competent courts or hearing body which has a jurisdiction on
      the Finance Party or any other competent governmental departments or
      quasi-governmental body which regulate, supervise or administrate the
      Finance Party or its Holding Company, Subsidiary or
      affiliates.  Any Finance Party and any person to whom disclosure
      has been made pursuant to this Clause may also make such disclosures as
      may be required by any applicable law of PRC or
  elsewhere.

              


      

       

      
        	
                20.8

              	
                Reimbursement of
      Facility Agent.  Any Lender seeking to effect any
      transfer under this Clause 20 shall reimburse the Facility Agent on demand
      for all costs, charges and expenses (including legal fees on a full
      indemnity basis) reasonably incurred in connection
    therewith.

              


      

       

      
        
           


        

        
          60

          
            

          

        

        
           


        

      


      
        	
                20.9

              	
                Payments.  The
      Facility Agent shall distribute payments received by it in relation to all
      or any part of a share of Commitment or Participation to the Lender
      indicated in the records of the Facility Agent as being so entitled on
      that date Provided
      that the Facility Agent is authorised to distribute payments to be made on
      the date on which any transfer becomes effective pursuant to any part of
      this Clause to the Lender so entitled immediately before such transfer
      took place regardless of the period to which such sums
    relate.

              


      

       

      
        	
                20.10

              	
                Participations.  A
      Lender may at any time grant one or more participations in its rights
      and/or obligations under the Finance Documents but no other party thereto
      shall be concerned in any way with any participation so
      granted.  For avoidance of doubt, this Agreement is drafted for
      the purpose of syndicate loan hereunder and at the time of the execution
      of this Agreement, there may be only one Lender participate in the
      Facility.  The other Lenders may participate in the Facility by
      the existing Lender’s assignment and/or novation in accordance with
      Clauses 20.3 and 20.4.  Upon the completion of the assignment
      and/or novation hereunder, the other Lender shall become a Party to this
      Agreement and the terms hereof shall be binding on
  it.

              


      

       

      
        	
                20.11

              	
                Lending
      Offices.  Each Lender shall act initially through its
      Lending Office specified in Schedule 1 and may act subsequently through
      any of its other offices as selected by it from time to time.  A
      Lender shall promptly notify the Facility Agent of any change of its
      Lending Office.

              


      

       

      
        	
                21.

              	
                NOTICES

              


      

       

      
        	
                21.1

              	
                Delivery.  Each
      notice, demand or other communication to be given or made under this
      Agreement shall be in writing and delivered or sent to the party at its
      address or fax number set out below (or such other address or fax number
      as the addressee has by five (5) Business Days’ prior written notice
      specified to the other party):

              


      

       

      
        
          
            
              
                	
                        To Borrower A

                      	
                        :

                      	 
      
	 
      	 
      	 
      
	
                        Address

                      	
                        :

                      	
                        Canglongdao
      Science Park of Wuhan East Lake, Hi-Tech Development Zone, Wuhan, Hubei,
      China (中国湖北省武汉市高新技术开发区武汉东湖藏龙岛科技园)

                      
	
                        Fax Number

                      	
                        :

                      	
                        027-59700038

                      
	
                        Attention

                      	
                        :

                      	
                        Mr.
      Xu Jie

                      


              

            

          

        

      


      
        
           


        

        
          61

          
            

          

        

        
           


        

      

      


      
        
          
            
              	
                      To Borrower B

                    	
                      :

                    	 
      
	 
      	 
      	 
      
	
                      Address

                    	
                      :

                    	
                      Canglongdao
      Science Park of Wuhan East Lake, Hi-Tech Development Zone, Wuhan, Hubei,
      China (中国湖北省武汉市高新技术开发区武汉东湖藏龙岛科技园)

                    
	
                      Fax Number

                    	
                      :

                    	
                      027-59700038

                    
	
                      Attention

                    	
                      :

                    	
                      Mr.
      Xu Jie

                    
	 
      	 
      	 
      
	
                      To Borrower C

                    	
                      :

                    	 
      
	 
      	 
      	 
      
	
                      Address

                    	
                      :

                    	
                      No.
      272 Checheng East Rd, Wuhan Economics and Technology Development Zone,
      Wuhan, Hubei, China.( 武汉经济技术开发区车城东路272号)

                    
	
                      Fax Number

                    	
                      :

                    	
                      027-59700038

                    
	
                      Attention

                    	
                      :

                    	
                      Mr.
      Xu Jie

                    
	 
      	 
      	 
      
	
                      To the Facility Agent

                    	
                      :

                    	 
      
	 
      	 
      	 
      
	
                      Address

                    	
                      :

                    	
                      10th
      Floor, International Finance Place, 8 Huaxia Road, Zhujiang New Town,
      Guangzhou 510623, China (中国广州珠江新城华夏路8号10层)

                    
	
                      Fax Number

                    	
                      :

                    	
                      020-38158200

                    
	
                      Attention

                    	
                      :

                    	
                      Mr.
      Luo Weijie

                    
	 
      	 
      	 
      
	
                      To the Security Agent

                    	
                      :

                    	 
      
	 
      	 
      	 
      
	
                      Address

                    	
                      :

                    	
                      10th
      Floor, International Finance Place, 8 Huaxia Road, Zhujiang New Town,
      Guangzhou 510623, China (中国广州珠江新城华夏路8号10层)

                    
	
                      Fax Number

                    	
                      :

                    	
                      020-38158200

                    
	
                      Attention

                    	
                      :

                    	
                      Mr.
      Luo Weijie

                    
	 
      	 
      	 
      
	
                      To the Guarantor A

                    	
                      :

                    	 
      
	 
      	 
      	 
      
	
                      Address

                    	
                      :

                    	
                      Canglongdao
      Science Park of Wuhan East Lake, Hi-Tech Development Zone, Wuhan, Hubei,
      China (中国湖北省武汉市高新技术开发区武汉东湖藏龙岛科技园)

                    
	
                      Fax Number

                    	
                      :

                    	
                      027-59700038

                    
	
                      Attention

                    	
                      :

                    	
                      Mr.
      Xu Jie

                    
	 
      	 
      	 
      
	
                      To the Guarantor B

                    	
                      :

                    	 
      
	 
      	 
      	 
      
	
                      Address

                    	
                      :

                    	
                      Canglongdao
      Science Park of Wuhan East Lake, Hi-Tech Development Zone, Wuhan, Hubei,
      China (中国湖北省武汉市高新技术开发区武汉东湖藏龙岛科技园)

                    
	
                      Fax Number

                    	
                      :

                    	
                      027-59700038

                    
	
                      Attention

                    	
                      :

                    	
                      Mr.
      Xu Jie

                    


            

          

        

      


      
        
           


        

        
          62

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    To the Guarantor C

                  	
                    :

                  	 
      
	 
      	 
      	
                     
      

                  
	
                    Address

                  	
                    :

                  	
                    Canglongdao
      Science Park of Wuhan East Lake, Hi-Tech Development Zone, Wuhan, Hubei,
      China (中国湖北省武汉市高新技术开发区武汉东湖藏龙岛科技园)

                  
	
                    Fax Number

                  	
                    :

                  	
                    027-59700099

                  
	
                    Attention

                  	
                    :

                  	
                    Mr.
      Xu Jie

                  


          

        

      

      


      And to
the Lenders at their respective Lending Office.

      


      
        	
                21.2

              	
                Deemed
      Delivery.  Any notice, demand or other communication so
      addressed to the party shall be deemed to have been delivered (a) if given
      or made by letter, when actually delivered to the relevant address and (b)
      if given or made by fax, when despatched with electronic confirmation of
      complete and error-free transmission, PROVIDED that, if such
      day is not a working day in the place to which it is sent, such notice,
      demand or other communication shall be deemed delivered on the next
      following working day at such
place.

              


      

       

      
        	
                21.3

              	
                Facility
      Agent.  All communications between the Lenders, the
      Security Agent and the Borrower in relation to this Agreement shall be
      made through the Facility Agent.

              


      

       

      
        	
                21.4

              	
                Language.  Each
      notice, demand or other communication hereunder and any other documents
      required to be delivered hereunder shall be either in Chinese or
      accompanied by a certified translation thereof into the Chinese
      language.

              


      

       

      
        	
                22.

              	
                GOVERNING
      LAW AND DISPUTES RESOLUTION

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Law.  This
      Agreement and the rights and obligations of the parties hereunder shall be
      governed by and construed in accordance with the laws of
    PRC.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Disputes
      Resolution.  All Parties irrevocably agree that any
      dispute arising out of or relating to this Agreement which cannot be
      resolved through negotiations may be submitted to the people’s courts
      where the Facility Agent located for hearing and judgement. For this
      purpose, all Parties hereto hereby irrevocably submit to the non-exclusive
      jurisdiction of such courts.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Waiver of
      Immunity.  The Co-borrowers and Guarantors irrevocably
      and unconditionally waives any immunity to which it or its property may at
      any time be or become entitled, whether characterised as sovereign
      immunity or otherwise, from any set-off or legal action in PRC or
      elsewhere.

              


      


      IN WITNESS whereof this
Agreement has been executed by the parties hereto on the date stated at the
beginning of this Agreement.


      
        
           


        

        
          63

          
            

          

        

        
           


        

      


      SCHEDULE
1:  The Lender(s)

       

      
        
          
            	
                    Name and Lending Office

                  	 
      	
                    Commitment

                  
	 
      	 
      	 
      
	
                    Standard Chartered Bank (China) Limited Guangzhou Branch

                  	 
      	
                    Tranche A  RMB 211,600,000

                  
	 	 	 
	 
      	 
      	
                    Tranche B  RMB 91,500,000

                  


          

        

      

       

      10th Floor,
International Finance Place

       

      8 Huaxia
Road, Zhujiang New Town

       

      Guangzhou
510623, China

       

      Fax
Number: 020-38158200

       

      Attention:
Mr. Luo Weijie


      
        
           


        

        
          64

          
            

          

        

        
           


        

      


      SCHEDULE
2:

       

      Form
of Novation Certificate

       

      
        	
                To: 

              	
                Standard
      Chartered Bank (China) Limited, Guangzhou
Branch

              


      

       

      as agent
for itself and on behalf of the Finance Parties and the Co-borrowers each as
defined below and as agent and trustee under the Security Documents

       

      NOVATION
CERTIFICATE

       

      Relating
to the agreement (the “Loan
Agreement”) dated ______ 2009 whereby a loan facility was made available
to Wuhan Blower Co., Ltd., Wuhan
Generating Equipment Co., Ltd. and Wuhan Xingelin Machinery Equipment
Manufacturing Co., Ltd. (the “Co-borrowers”) by the Lenders
(as therein defined) on whose behalf Standard Chartered Bank (China) Limited,
Guangzhou Branch (the “Facility
Agent”) acted as agent in connection therewith.  Terms defined
in the Loan Agreement shall have the same meanings when used
herein.

       

      
        	
                1.

              	
                [                            ]
      (the “Transferor”)
      confirms the accuracy of the summary of its Participation in the Facility
      set out in the Schedule below and requests
      [                     ]
      (the “Transferee”)
      to accept and procure the transfer to the Transferee of [the whole] /
      [[   ] per cent] of its Commitment and/or its Participation
      in the Loan and the corresponding benefit of the Security Documents by
      countersigning and delivering this Novation Certificate to the Facility
      Agent at its address for the service of notices specified in the Loan
      Agreement.

              


      

       

      
        	
                2.

              	
                The
      Transferee hereby requests the Facility Agent to accept this Novation
      Certificate as being delivered to the Facility Agent pursuant to Clause
      20.4 of the Loan Agreement so as to take effect in accordance with the
      terms thereof on
      [             ]
      20· (the “Transfer Date”) or on
      such later date as may be determined in accordance with the terms of
      Clause 20.4 and confirms and agrees as contemplated by such
      Clause.

              


      

       

      
        	
                3.

              	
                The
      Transferee hereby:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                undertakes
      with the Transferor and each of the other parties to the Loan Agreement
      that it will perform in accordance with their terms all those obligations
      which by the terms of any Finance Document are expressed to be assumed by
      it after receipt of this Novation Certificate by the Facility Agent and
      satisfaction of the conditions (if any) subject to which this Novation
      Certificate is expressed to take
effect;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                appoints
      the Facility Agent to act as its agent as provided in the Loan Agreement
      and as its agent and trustee as provided in the Security
      Documents;

              


      

       

      
        
           


        

        
          65

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                authorises
      the Facility Agent, in its capacity as trustee to settle the rights,
      benefits and interests as described in each Security Document on trust on
      its behalf;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                expressly
      agrees to all the terms of the Loan Agreement and the Security
      Documents.

              


      

       

      
        	
                4.

              	
                The
      Transferee warrants that it has received copies of the Loan Agreement and
      each of the Security Documents together with such other information as it
      has required in connection with this transaction and that it has not
      relied and will not hereafter rely on the Transferor or any other Finance
      Party to check or enquire on its behalf into the legality, validity,
      effectiveness, adequacy, accuracy or completeness of any such document or
      information and further agrees that it has not relied and will not rely on
      the Transferor or any other Finance Party to assess or keep under review
      on its behalf the financial condition, creditworthiness, condition,
      affairs, status or nature of the Co-borrowers or any other party to any
      Finance Document.

              


      

       

      
        	
                5.

              	
                Neither
      the Transferor nor the Facility Agent (either on its own behalf or on
      behalf of any other Finance Party or other person) makes any
      representation or warranty or assumes any responsibility with respect to
      the legality, validity, effectiveness, adequacy or enforceability of any
      Finance Document or any document relating thereto or assumes any
      responsibility for the financial condition of the Co-borrowers, any
      Guarantor or any other party or for the performance and observance by the
      Co-borrowers or any other party of any of its obligations under the
      Finance Documents or any document relating thereto and any and all such
      conditions and warranties, whether express or implied by law or otherwise,
      are hereby excluded.

              


      

       

      
        	
                6.

              	
                By
      its execution of this Novation Certificate, the Transferee hereby
      represents to the Transferor and each of the other parties to the Finance
      Documents that:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                it
      is an Eligible Transferee; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                it
      is duly incorporated, validly existing, has full power, authority and
      legal right to enter into the transactions contemplated by, and perform
      the obligations assumed pursuant to, this Novation Certificate and the
      relevant Finance Documents and has taken all necessary action to authorise
      execution of this Novation
Certificate.

              


      

       

      
        	
                7.

              	
                The
      Transferor hereby gives notice that nothing herein or in any Finance
      Document (or any document relating thereto) shall oblige the Transferor
      to:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                accept
      a re-transfer from the Transferee of the whole or any part of its rights,
      benefits and/or obligations under any Finance Document hereby transferred;
      or

              


      

       

      
        
           


        

        
          66

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                support
      any losses directly or indirectly sustained or incurred by the Transferee
      (i) by reason of the non-performance by the Co-borrowers or any other
      party to any Finance Document or any document relating thereto of its
      obligations under any such document or (ii)
  otherwise.

              


      

       

      The
Transferee hereby acknowledges the absence of any such obligation as is referred
to in (a) or (b) above.

       

      This
Novation Certificate and the rights and obligations of the parties hereto shall
be governed by and construed in accordance with the laws of the
PRC.

       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

    

     

    
      The
Schedule

       

      Transferor’s Participation
in the Facility

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Commitment

                                	 	
                                  Participation
      in the Loan

                                
	 	 	 


                        

                      

                    

                  

                

              

            

          

        

      

       

      Amount to be
Transferred

       

      
        
          
            
              
                
                  	
                          Commitment

                        	 	
                          Participation

                        
	
                          %

                          Amount:

                          RMB

                        	 	
                          %

                          Amount:

                          RMB

                        


                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                [Transferor]

                              	 
      	 	
                                [Transferee]

                              	 
      
	 
      	 
      	 	 
      	 
      
	
                                By:

                              	   
      	 	
                                By:

                              	  
      
	
                                Date

                              	 
      	 	
                                Date:

                              	 
      
	
                                Address:

                              	 
      	 	
                                Address:

                              	 
      
	
                                Tel:

                              	 
      	 	
                                Tel:

                              	 
      
	
                                Fax:

                              	 
      	 	
                                Fax:

                              	 
      
	
                                Bank account(s)

                              	 
      	 	
                                Bank
      account(s)

                              	 
      
	
                                for
      payments:

                              	 
      	 	
                                for
      payments:

                              	 
      


                      

                    

                  

                

              

            

          

        

      

      


      Receipt
acknowledged.

       

      Facility
Agent

       

      By:

       

      Date:

      


      
        	
                ·

              	
                This Novation Certificate is
      not a security and is of no value to any person other than the Transferor,
      the Transferee and the
Co-borrowers.

              


      

    

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
3: REPAYMENT SCHEDULE

     

    To:         Wuhan Blower Co.,
Ltd.

     

    Wuhan
Generating Equipment Co., Ltd.

     

    Wuhan Xingelin Machinery Equipment
Manufacturing Co., Ltd.

     

    Relating
to the agreement (the “Loan
Agreement”) dated ________ 2009 whereby a loan facility was made
available to you as the Co-borrowers (as therein defined) by the Lenders (as
therein defined) on whose behalf we acted as Facility Agent (as therein defined)
in connection therewith.  Terms defined in the Loan Agreement shall
have the same meanings when used herein.

     

    We hereby
inform you that as of [    ], 20[  ], the total
Loan outstanding under Tranche [   ] of the Facility granted
according to the Loan Agreement is RMB
[    ].  You shall jointly and severally be
responsible for the repayment of the above outstanding Loan under Tranche
[   ] in accordance with the following repayment
schedule:

     

    
      
        
          
            
              	
                      Instalment

                    	
                      Date
      of Repayment

                    	
                      Amount
      (RMB)

                    
	 	 	 
	
                      1

                    	 
      	 
      
	
                      2

                    	 
      	 
      
	
                      3

                    	 
      	 
      
	
                      4

                    	 
      	 
      
	
                      5

                    	 
      	 
      
	
                      6

                    	 
      	 
      
	
                      7

                    	 
      	 
      
	
                      8

                    	 
      	 
      


            

          

        

      

    

     

    Facility
Agent

     

    By:


    
      
         


      

      
        69

        
          

        

      

      
         


      

    


    Date:

     

    Receipt
acknowledged.

     

    Wuhan
Blower Co., Ltd.

     

    By:

    Date:

     

    Wuhan
Generating Equipment Co., Ltd.

     

    By:

    Date:

     

    Wuhan
Xingelin Machinery Equipment Manufacturing Co., Ltd.

     

    By:

    Date:


    
      
         


      

      
        70

        
          

        

      

      
         


      

    


    SCHEDULE
4: SHAREHOLDING STRUCTURE

    


    The
shareholding of Borrower A is as follows:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Name of Shareholder

                                	 	
                                  Proportion of

                                  Shareholding

                                	 	
                                  Registered Capital

                                  (RMB)

                                	 	
                                  Paid-in Capital

                                  Contribution

                                  (RMB)

                                
	
                                  Universe
      Faith Group Limited

                                	 	
                                  100%

                                	 	
                                  300,000,000

                                	 	
                                  225,913,410

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    The
shareholding of Borrower B is as follows:

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Name of Shareholder

                              	 	
                                Proportion of

                                Shareholding

                              	 	
                                Registered Capital

                                (RMB)

                              	 	
                                Paid-in Capital

                                Contribution

                                (RMB)

                              
	
                                Wuhan
      Blower Co., Ltd.

                              	 	
                                100%

                              	 	
                                50
      million

                              	 	
                                50
      million

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    The
shareholding of Borrower C is as follows:

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Name of Shareholder

                              	 	
                                Proportion of

                                Shareholding

                              	 	
                                Registered Capital

                                (RMB)

                              	 	
                                Paid-in Capital

                                Contribution

                                (RMB)

                              
	
                                Wuhan
      Blower Co., Ltd.

                              	 	
                                100%

                              	 	
                                180
      million

                              	 	
                                180
      million

                              


                      

                    

                  

                

              

            

          

        

      

    

    



    
      
         


      

      
        71

        
          

        

      

      
         


      

    


    SCHEDULE
5: FINANCIAL DEFINITIONS

    


    “Borrowing Principal” means, at
any time, the aggregate outstanding principal, capital and/or nominal amount and
any fixed and/or minimum premium payable on prepayment or redemption of any
indebtedness for or in respect of any financial indebtedness and without double
counting of any guarantee of financial indebtedness and the financial
indebtedness to which the guarantee relates.

     

    “Capital Expenditure” means,
for any Relevant Period, any expenditure or obligation of the group (or any
member of the group) in respect of capital expenditure as shown on a cash flow
statement prepared in accordance with the GAAP (applicable to the
Co-borrowers).

     

    “Consolidated EBITDA” mean, in
relation to any Relevant Period, the consolidated operating profits of the group
for such period from ordinary activities before taxation determined in
accordance with GAAP:

     

    
      	
              (i)

            	
              before deducting any
      Consolidated Interest Expenses for such
period;

            


    

     

    
      	
              (ii)

            	
              before taking into
      account any amount owed or paid by any member of the group to any
      other member of the group;

            


    

     

    
      	
              (iii)

            	
              before taking into
      account any items treated as exceptional or extraordinary or
      non-recurring items;

            


    

     

    
      	
              (iv)

            	
              after deducting the
      amount of any profit of any member of the group which is attributable to
      minority interests (that is, the interests of any person who is not a
      member of the group in any Subsidiary of the
  Borrower);

            


    

     

    
      	
              (v)

            	
              after deducting the
      amount of any profit of any investment or entity (which is not itself a
      member of the group) in which any member of the group has an interest to
      the extent that the amount of such profit included in the financial
      statements of the group exceeds the amount (net of all applicable
      withholdings and deductions) received in cash by members of the group
      through distributions by such investment or
  entity;

            


    

     

    
      	
              (vi)

            	
              before taking into
      account any realised and unrealised exchange gains and/or losses
      including without limitation those arising on translation of currency
      debt; and

            


    

     

    
      	
              (vii)

            	
              before deducting any
      amount attributable to amortisation of intangible assets or the
      depreciation of tangible assets,

            


    

     

    “Consolidated Interest
Expenses” means, for any Relevant Period, the aggregate amount of the
accrued interest, commission, fees, discounts, prepayment penalties or premiums
and other finance payments in respect of financial indebtedness whether paid,
payable or capitalised by any member of the group in respect of that
period:


    
      
         


      

      
        72

        
          

        

      

      
         


      

    


    
      	
              (i)

            	
              excluding any such
      obligations owed to any other member of the
  group;

            


    

     

    
      	
              (ii)

            	
              including the interest
      element of leasing and hire purchase
payments;

            


    

     

    
      	
              (iii)

            	
              including any accrued
      interest, commission, fees, discounts and other finance payments payable
      by any member of the group under any interest rate hedging
      arrangement;

            


    

     

    
      	
              (iv)

            	
              deducting any accrued
      interest, commission, fees, discounts and other finance payments payable
      to any member of the group under any interest rate hedging instrument;
      and

            


    

     

    
      	
              (v)

            	
              excluding any accounting
      and/or marked-to market
adjustments,

            


    

     

    
      	
              (vi)

            	
              in
      each case without double counting and so that no amount shall be included
      or excluded more than once.

            


    

     

    “Cost of Sales” means, for any
Relevant Period, the aggregate of the costs whatsoever arising in connection
with the sale of any items in the ordinary course of business of any or all
members of the group in accordance with the GAAP (applicable to the
Co-borrowers).

     

    “EBITDA” means in relation to
any Relevant Period, the total consolidated operating profit of any of the
Co-borrowers, as the case may be, for that relevant period

     

    
      	
              (i)

            	
              before
      taking into account:

            


    

     

    
      	
               
      

            	
              (A)

            	
              goodwill
      amortisation;

            


    

     

    
      	
               
      

            	
              (B)

            	
              interest
      expense (including interest on working capital facilities, lease and hire
      purchase payments, commitment fees, commissions, arrangement fees and
      guarantee fees, amounts in nature of interest payable in respect of any
      shares other than equity share capital and any currency hedging
      arrangements);

            


    

     

    
      	
               
      

            	
              (C)

            	
              extraordinary
      and exceptional items; and

            


    

     

    
      	
               
      

            	
              (D)

            	
              tax
      payments; and

            


    

     

    
      	
              (ii)

            	
              after
      adding back all amounts provided for depreciation and amortisation for
      that Relevant Period;

            


    

     

    
      
         


      

      
        73

        
          

        

      

      
         


      

    


    “Equity” means the total
shareholder equity recorded in the consolidated financial statement of Borrower
A.

     

    “GAAP” means generally accepted
accounting principles in the PRC;

     

    “Gross Margin” means the ratio
of Total Revenues less Cost of Sales divided by Total Revenues

     

    “Relevant Periods” means (a)
each period consisting of two consecutive six (6) month periods ending on the
last day of each financial year and (b) each period consisting of two
consecutive six (6) month periods ending on the last day of the first half of
each financial year (commencing in June 2009) (each a "Relevant
Period").

     

    “Total Debt” means at any time, the
aggregate amount of all obligations (whether actual or contingent) of any or all
members of the group for or in respect of Borrowing Principal but:

     

    
      	
              (i)

            	
              excluding  any
      such obligations to any other member of the group;
  and

            


    

     

    
      	
              (ii)

            	
              including, in the case
      of finance leases, only the capitalised value
  thereof,

            


    

     

    
      	
              (iii)

            	
              and
      so that no amount shall be included or excluded more than
      once.

            


    

     

    “Total Equity” means, at any
time, the aggregate of (i) the consolidated Total Debt and (ii) the aggregate of
the amounts paid up (or credited as paid up) on the registered capital of all
the Co-borrowers and (iii) the aggregate amount of the reserves of the group as
shown on the most recent consolidated financial statements for all the
Co-borrowers delivered in accordance with this Agreement:

     

    
      	
              (i)

            	
              including (to the extent
      not otherwise included) any balance standing to the credit of the
      consolidated profit and loss account of all the
    Co-borrowers;

            


    

     

    
      	
              (ii)

            	
              deducting (to the extent
      not otherwise deducted) any debit balance on the consolidated profit and
      loss account of all the
Co-borrowers;

            


    

     

    
      	
              (iii)

            	
              deducting any amount in
      respect of any interest of any person (that is not a member of the group)
      in any Subsidiary of the any of the
  Co-borrowers;

            


    

     

    
      	
              (iv)

            	
              deducting (to the extent
      otherwise included) any amount shown in respect of goodwill (including
      goodwill arising only on consolidation) or other intangible assets
      (excluding land user rights whose entire land premium has been paid off
      and any paid-up portion of any mining rights) of the group or any member
      thereof;

            


    

     

    
      
         


      

      
        74

        
          

        

      

      
         


      

    


    
      	
              (v)

            	
              deducting (to the extent
      otherwise included) any amount set aside for taxation, deferred taxation
      or bad debts; and

            


    

     

    
      	
              (vi)

            	
              deducting any amount in
      respect of any dividend or distribution declared, recommended or made by
      any member of the group to the extent that such dividend or distribution
      is payable to a person that is not a member of the group and is not
      provided for in and deducted from the most recent
      consolidated  financial statements of the
  group,

            


    

     

    “Total Revenues” means, for any
Relevant Period, the aggregate amount of all revenues of any nature whatsoever
received by any member of the group (determined on a consolidated basis for the
group and excluding any intra-group items) in accordance with the GAAP
(applicable to the Co-borrowers).

     

    “Consolidated Accounts Receivables
Days” means, for any Relevant Period, the aggregate amount of outstanding
accounts receivables shown in the consolidated balance sheet divided by Total
Revenues multiplied by 360 days.

     

    “Accounts Receivables Age Over 2
Years” means, for any Relevant Period, the aggregate amount of
outstanding accounts receivables that is aged over 2 years.

     

    
      
         


      

      
        75

        
          

        

      

      
         


      

    

    


    SCHEDULE
5    SUPPLEMENTARY TERMS FOR FIXED ASSETS LOANS

    


    To:
Standard Chartered (China) Limited and other Lenders (“your Bank” or
“Bank”)

    


    Dear
Sirs/Madam,

    


    In
respect of the Loan Agreement (defined as below), we acknowledge that if any
Advance under the Loan Agreement is for Fixed Assets Investment, we shall comply
with the provisions of the Interim Measures for Administration of Fixed Assets
Loan (“固定资产贷款管理暂行办法”) and
other relevant laws and regulations.  Therefore, we hereby agree to
the following supplementary terms (“these terms”):

    


    
      	
              1.

            	
              Definitions, all terms
      and definitions in the Loan Agreement when being used hereunder shall bear
      the same meaning

            


    

    


    
      	
               
      

            	
              a)

            	
              Fixed
      Assets Investment means investment on infrastructure projects, technical
      renovation or innovation, real property development and all the other
      fixed assets.

            


    

    
      	
               
      

            	
              b)

            	
              Fixed
      Assets Loans means loans or facilities in RMB or other currencies extended
      by the Bank to any of the Co-borrowers with the loan purpose for Fixed
      Assets Investment.

            


    

    
      	
               
      

            	
              c)

            	
              Loan
      Agreement means any Loan Agreement signed between the Bank and the
      Co-borrowers in relation to Fixed Assets Loans, including any update
      review amendment extension from time to time entered into by the Bank and
      the Co-borrowers in connection
therewith.

            


    

    
      	
               
      

            	
              d)

            	
              Loan
      Disbursement Account means a settlement account opened or to be open by
      any of the Co-borrowers with the Bank specifically to receive the proceeds
      of Fixed Assets Loans and from which to proceed outward
      payment.

            


    

    
      	
               
      

            	
              e)

            	
              Consigned
      Disbursement means the Bank shall disburse the loan proceeds into any
      settlement account of any of the Co-borrowers and pay the same from such
      account instantly upon the instruction of any of the Co-borrowers to its
      respective counterparty in relation to Fixed Assets Investment and such
      Co-borrower shall submit at the same time or supplement to the Bank later
      on invoices and/or commercial contract and/or the other underlying
      transactional documents in connection with such
  payments.

            


    

    
      	
               
      

            	
              f)

            	
              Self-controlled
      Disbursement means the Bank shall disburse the loan proceeds into the Loan
      Disbursement Account for any of the Co-borrowers determine at its own
      discretion when and how to pay to its respective counterparty in relation
      to Fixed Assets Investment.

            


    


    
      
         


      

      
        76

        
          

        

      

      
         


      

    


    


    
      	
              2.

            	
              Scope of
      Application

            


    

    


    These
terms shall be applied to all Fixed Assets Loans except those secured by full
amount cash pledge.

    


    
      	
              3.

            	
              Supplementary terms to the
      Conditions Precedent Documents certified true copies of the
      following documents in relation to Fixed Assets Investment shall be added
      to the Conditions Precedent Documents :

            


    

    


    
      	
               
      

            	
              a)

            	
              Evidence
      of the satisfaction of state requirements if any for qualifications of
      investors and business certificate

            


    

    
      	
               
      

            	
              b)

            	
              if
      applicable, approval documents from governmental authority in terms of
      project investment amount, project equity ratio, land and environmental
      protection, and etc.,

            


    

    
      	
               
      

            	
              c)

            	
              if
      applicable, evidence of the project capital in proportion to the utilized
      loan being in place and the minimum project equity ration as required by
      regulators for the relevant projects having been
  fulfilled.

            


    

    


    
      	
              4.

            	
              Loan disbursement and
      Payment     Each of the Co-borrowers agree
      to accept the Bank’s management with respect to the loan disbursement and
      payment in accordance with the following
terms:

            


    

    


    
      	
               
      

            	
              a)

            	
              all
      loan proceeds subject to Self-controlled Disbursement shall be credited
      into Loan Disbursement Account;

            


    

    
      	
               
      

            	
              b)

            	
              each
      of the Co-borrowers shall procure Loan Disbursement Account be opened
      solely for loan disbursement and payment and any sums of money credited
      into Loan Disbursement Account in the form of loan proceeds or not shall
      be paid in accordance with terms and conditions
  hereof;

            


    

    
      	
               
      

            	
              c)

            	
              loan
      proceeds shall not be paid to any other account of the Co-borrowers with
      the Bank or any other financial institutions whether or not Consigned
      Disbursement or Self-controlled Disbursement is to be
    applied;

            


    

    
      	
               
      

            	
              d)

            	
              Consigned
      Disbursement shall be adopted for any payment using loan proceeds
      exceeding 5% of total investment amount or five(5) million RMB equivalent
      whichever is smaller;

            


    

    
      	
               
      

            	
              e)

            	
              the
      Co-borrowers shall provide the Bank with summary report of details with
      respect to loan proceeds utilization and upon the enquiry of the Bank
      further present any invoices commercial contracts and other documents in
      relation to payment referred to in the report for the bank to verify
      against.

            


    


    
      
         


      

      
        77

        
          

        

      

      
         


      

    

    


    
      	
              5.

            	
              Supplementary terms to
      Covenants The Co-borrowers further covenants as follows:

            


    

    


    
      	
               
      

            	
              a)

            	
              accept
      the Bank to perform an on-site inspection on the Co-borrowers and the
      project and shall in no event refuse or set any obstacles for any reason
      or with any excuse;

            


    

    
      	
               
      

            	
              b)

            	
              inform
      the Bank in time on the occurrence of any events that could materially and
      adversely affect the debt repayment capacity of the
      Co-borrowers;

            


    

    
      	
               
      

            	
              c)

            	
              without
      prior written consent of the Bank, the Co-borrowers shall not proceed with
      any material investment which is to be approved by its shareholder meeting
      or Board President.

            


    

    


    
      	
              6.

            	
              Supplementary terms to Events
      of Default    Besides the Events of Default
      stipulated in Loan Agreement, occurrence of any of the following shall
      constitute Events of Default as
well:

            


    

    


    
      	
               
      

            	
              a)

            	
              Misappropriation
      of the loan by the Co-borrowers;

            


    

    
      	
               
      

            	
              b)

            	
              breach
      of these terms by the Co-borrowers in respect of the payment using loan
      proceeds;

            


    

    
      	
               
      

            	
              c)

            	
              project
      progress lags behind the fund use
progress;

            


    

    
      	
               
      

            	
              d)

            	
              to
      avoid the mandatory requirement for Consigned Disbursement hereunder by
      frequent loan drawdown requests;

            


    

    
      	
               
      

            	
              e)

            	
              fails
      to satisfy any financial requirements set by the
  Bank.

            


    

    


    Once upon
the occurrence of any events of default, in addition to the actions provided for
in Loan Agreement, the Bank shall be entitled to changing the all existing
management method for loan disbursement into Consigned Disbursement
only.

    


    
      	
              7.

            	
              Supplementary terms to Security
      Conditions

            


    

    


    
      	
               
      

            	
              a)

            	
              If
      as a matter of fact or in the opinion of the Bank, the value of the
      security provided by the Co-borrowers or other security provider for the
      facilities hereunder has depreciated, the Bank has the right to ask the
      Co-borrowers to provide additional security in form and substance
      satisfactory to the Bank.

            


    

    
      	
               
      

            	
              b)

            	
              The
      term “security” referred to herein include both tangible security and
      guarantee by a third party.  The depreciation of security value
      includes, but is not limited to, decrease of the absolute value of the
      collateral due to drop in market price, adverse change in the Guarantors’
      credit standing, and depreciation of the guaranteed credit limit or any
      form of cash cover security or evaluated value of the collateral when
      converted into the currency in which the loan hereunder is denominated as
      a result of fluctuation of foreign exchange
  rate.

            


    


    
      
         


      

      
        78

        
          

        

      

      
         


      

    

    


    
      	
              8.

            	
              These
      supplementary terms shall become effective from the effective date of Loan
      Agreement and will act as effective and necessary supplementation instead
      replacement thereof  and it shall be read in conjunction with
      the other terms and conditions of Loan Agreement and constitute integral
      part thereof. Any matters not covered herein shall refer to Loan Agreement
      and in case of any inconsistency between these terms and the content of
      Loan Agreement, these terms shall prevail.  Where Fixed Assets
      Loans form part of a project finance, the terms and conditions of such
      project finance shall be applicable to Fixed Assets
  Loans.

            


    

    


    Schedule
for Loan Agreement Details

    


    Loan  Agreement                  Term
Loan Facility of RMB 303,100,000

    Execution
date                       ________________,
2009

    Serial
No.                                [_________________________]

    


    
      	
              Wuhan Blower Co., Ltd. (Company
      Chop)

            	
              Wuhan Generating Equipment
      Co., Ltd. (Company
      Chop)

            
	
              signature
      of legal representative or the authorized person:

            	
              signature
      of legal representative or the authorized person:

            
	 
      	 
      
	
              Wuhan Xingelin Machinery
      Equipment Manufacturing Co., Ltd. (Company Chop)

            	 
      
	
              signature
      of legal representative or the authorized person:

            	 
      


    

     

    
      
         


      

      
        79

        
          

        

      

      
         


      

    


    THE
APPENDIX I:  FORM OF NOTICE OF DRAWING

    


    From:                      

     

    To:

     

    ____________________
20··

     

    Dear
Sirs,

     

    RMB 303,100,000 loan
facility:

     

    Loan Agreement dated
Ä[                   ]
2009

     

    We refer
to the above Loan Agreement, and hereby give notice that we wish to draw an
Advance under the Facility on ____________________ 20Ä in the amount
of RMB__________________.

     

    The
proceeds of the Advance are to be used exclusively for: Ä[capital
expansion] and Ä[           ].

     

    The first
Interest Period in relation to the Advance shall be Ä[           ]
month(s) (subject as provided in Clause  5.2 of the Loan
Agreement).

     

    We
confirm that:

     

    
      	
               
      

            	
              (a)

            	
              the
      representations and warranties set out in Clause 11.1 of the Loan
      Agreement, repeated with reference to the facts and circumstances
      subsisting at the date of this notice, remain true and correct;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              no
      Event of Default or Potential Event of Default has occurred which remains
      unwaived or unremedied or would result from the making of the
      Advance.

            


    

     

    Terms
defined in the Loan Agreement have the same meanings when used in this
notice.

     

    For and
on behalf of

     

    Ä_____________________________________


    
      
         


      

      
        80

        
          

        

      

      
         


      

    

     

    THE
APPENDIX II:  FORM OF COMPLIANCE CERTIFICATE

    


    From:       Wuhan
Blower Co., Ltd.

    To:           [Standard
Chartered Bank (China) Limited, Guangzhou Branch] as Facility Agent

    Dated:

    


    Dear
Sirs

    


    Loan
Agreement dated [     ] between, among others, Wuhan
Blower Co., Ltd., Wuhan Generating Equipment Co., Ltd., Wuhan Xingelin Machinery
Equipment Manufacturing Co., Ltd. and Standard Chartered Bank (China) Limited,
Guangzhou Branch as facility agent  (as amended from time to time, the
"Agreement")

    


    
      	
              1.

            	
              We
      refer to the Agreement.  This is a Compliance
      Certificate.  Terms defined in or construed for the purposes of
      the Agreement have the same meaning in this Compliance Certificate unless
      given a different meaning in this Compliance
  Certificate

            


    

     

    
      	
              2.

            	
              We
      confirm that:

            


    

     

    [insert details of financial
covenants and whether such financial covenants have been complied
with]

     

    Computations
demonstrating such financial covenants are attached to this Compliance
Certificate.

     

    
      
        	
                3.

              	
                [We
      confirm that no Default is continuing.]*

              


      

    

     

    Signed:

     

    __________________

    [name and title]

    For and
on behalf of

    Wuhan
Blower Co., Ltd.

    

      
        


    

    
      *
If this statement cannot be made, the Compliance Certificate should identify
each of the Defaults that are continuing and the steps, if any, being taken to
remedy the same.

    


    
      
         


      

      
        81

        
          

        

      

      
         


      

    

     

    EXECUTION

    


     

    THE
BORROWER A

     

    SIGNED
for and on behalf of WUHAN
BLOWER CO., LTD.

     

    by                                                                

     

    /s/                                                       
 (chop)

     

    Name:

     

    Title:

     

    THE
BORROWER B

     

    SIGNED
for and on behalf of WUHAN GENERATING EQUIPMENT CO.,
LTD.

     

    by                                                                

     

    /s/                                                       
 (chop)

     

    Name:

     

    Title:

     

    THE
BORROWER C

     

    SIGNED
for and on behalf of WUHAN XINGELIN MACHINERY
EQUIPMENT MANUFACTURING CO., LTD.

     

    by                                                                

     

    /s/                                                       
 (chop)

     

    Name:

     

    Title:

     

    
      
         


      

      
        82

        
          

        

      

      
         


      

    


    THE
LENDERS/THE FACILITY AGENT/THE SECURITY AGENT

     

    SIGNED
for and on behalf of STANDARD
CHARTERED BANK (CHINA) LIMITED, GUANGZHOU BRANCH

     

    by                                                                

     

    /s/                                                       
 (chop)

     

    Name:

     

    Title:

     

    THE
GUARANTOR A

     

    SIGNED
for and on behalf of UNIVERSE
FAITH GROUP LTD.

     

    by                                                                

     

    /s/ Xu
Jie                                            (chop)

     

    Name: Xu
Jie

     

    Title:
Director

     

    THE
GUARANTOR B

     

    SIGNED
for and on behalf of WUHAN
GENERAL GROUP (CHINA), INC.

     

    by                                                                

     

    /s/ Xu Jie
                                            (chop)

     

    Name: Xu
Jie

     

    Title:
President and Chief Executive Officer


    
      
         


      

      
        83

        
          

        

      

      
         


      

    


    THE
GUARANTOR C

     

    MR.
XU JIE

     

    /s/
Xu
Jie                

     

    Name: Xu
Jie


    
      
         


      

      
        84