Exhibit 10.3


 





	Dai
    (2102) v. 201201	Agreement
    Number: HT0101010140018756


 


Primary
Credit Facility Agreement


 










Tianjin
Binhai Rural Commercial Bank


 




    	1 / 18



    	 



    

 




Important
Notes


 


In
order to protect your rights and interests, please read the followings carefully before entering into this Agreement:


 


	1.	Please
    check and confirm the followings again before you enter into this Agreement:


 


	 	(1)	You
    have the rights to enter into this Agreement, or you have obtained full and legal authorizations to enter into this Agreement
    should you need consent of others pursuant to the laws;


 


	 	(2)	You
    have carefully read and fully understand the terms of this Agreement and you have paid special attention to those terms regarding
    the liabilities of the parties, the exemptions or limitations on the liabilities of Tianjin Binhai Rural Commercial Bank as
    well as those terms in bold;


 


	 	(3)	You
    have fully understood the meanings of the terms of this Agreement and their legal consequences, and you are willing to be
    bound by them;


 


	 	(4)	You
    warrant that all information provided by you is true, complete and valid and that you shall be solely responsible for all
    consequences arising out of any shortage, incorrect and false information provided by you. Please promptly notify us in case
    of any change to the information provided by you.


 


	 	(5)	You
    shall complete the blanks in this Agreement normatively and correctly and shall be solely responsible for all liabilities
    arising out of incorrect, bad or illegible writings.


 


	2.	The
    current agreement as provided by Tianjin Binhai Rural Commercial Bank is only used template, and the parties may amend, add
    to or delete any provisions hereof in the blanks in the Special Provisions as well as in the “Supplementary Provisions”
    at the end hereof.


 


	3.	When
    used before any provision of this Agreement, □ represents “Not Applicable” and ■ represents “Applicable”.


 


	4.	For
    any doubts about this Agreement, please feel free to contact Tianjin Binhai Rural Commercial Bank.


 






    	2 / 18



    	 



    

 


Primary
Credit facility Agreement 


 


of


 


Tianjin
Binhai Rural Commercial Bank


 





	Dai (2101) V.201201	Agreement Number: HT0101010140018756







 


Contracting
Parties:


 


Lender:
Tianjin Binhai Rural Commercial Bank Corporation


 


Legal
Representative (Principal Officer): YIN Jinbao


 


Mailing
Address: Building 1, Finance Center, No. 158, Xisandao, Tianjin Airport Industrial Park (Airport Logistics Processing Zone)



 


Zip
Code: 300308 E-mail: / 


 


Tel:
24867171 Fax: 24867102


 


Borrower:
Tianjin Zhonghe Automobile Sales Co., Ltd.


 


Legal
Representative (Principal Officer): CHENG Weihong


 


Mailing
Address: 5F, Tower B, Hezhong Building, No. 51, North Youyi Road, Hexi District, Tianjin


 


Zip
Code: 300204 E-mail: / 


 


Tel:
60326666 Fax: 83280038


 


The
Borrower desires to apply to the Lender for and the Lender agrees to grant the Borrower certain primary credit facility upon its
review. In order to define their respective rights and obligations, and in accordance with the relevant laws and regulations of
China, the Lender and the Borrower, intending to be legally bound, hereby enter into this primary credit facility agreement (this
“Agreement”). All terms of this Agreement manifest their true intention of the parties hereto.


 


Section
1 Terms and Definition 


 


Unless
otherwise agreed by the parties hereto in writing, the following terms and definitions shall have the following meanings when
used in this Agreement:


 


	1.	“Primary
    Credit Facility” means the maximum principal of combined facility limits approved by the Lender upon its comprehensive
    evaluation of the Borrower’s management and risks, including but not limited to loans denominated in RMB and foreign
    currency, as well as various trade related facilities (issuance of L/Cs, trust receipts, packing credit, outward documentary
    bills, advances against documentary collection, import bill advances), bank acceptance, discounts of negotiable instruments,
    buyback of negotiable instruments, security (including independent guarantees, demand guarantees, standby L/Cs, etc.), as
    well as other facilities denominated in RMB and foreign currency.


 






    	3 / 18



    	 



    


 


	2.	“Availability
    Period” means a continuous period during which the Borrower may handle the transactions contemplated under the primary
    credit facility with the Lender upon consent of the latter. The Borrower may perform its obligations (including but not limited
    to the Principal Debts and guarantee) under the facility following expiry of such period. Upon expiry of the Availability
    Period, the primary credit facility shall be terminated.


 


	3.	“Balance”:
    The Lender shall apply balance management and control in respect of the Borrower’s requests for utilization within the
    limits provided under this Agreement. Such balance means the aggregate balance which the Borrower has drawn on under the facilities
    granted by the Lender during the Availability Period, including balance outstanding and unpaid balance due, that is to say:


 


	 	(1)	“Balance
    Outstanding” means all principal outstanding which the Borrower has drawn on upon the Lender’s approval of the
    Borrower’s requests for utilization within the limits provided in this Agreement before expiry of the repayment period;


 


	 	(2)	“Unpaid
    Balance Due” means all principal outstanding remaining unpaid upon expiry of the repayment period which the Borrower
    has drawn on upon the Lender’s approval of the Borrower’s requests for utilization within the limits provided
    in this Agreement, as well as for which the Lender has assumed obligations on behalf of the Borrower or for its own accounts
    (including but not limited to payment obligations) with a view to protecting its reputation or pursuant to applicable laws
    or international convention or banking practices.


 


	4.	“Master
    Agreement” means the Primary Credit Facility Agreement entered into by and between the Lender and the Borrower.


 


“Sub-agreements”
mean all agreements entered into by and between the parties hereto while the Borrower utilize the facilities under the Primary
Credit Facility Agreement upon consent of the Lender, which provide the amount and performance period of each Principal Debts
and other rights and obligations. This Agreement comprises of all sub-agreements, and each sub-agreement forms integral part of
this Agreement and has the same legal force as this Agreement. In the event of conflict between any sub-agreement and this Agreement,
such sub-agreement shall prevail.


 






    	4 / 18



    	 



    


 


	5.	“Main
    Debts” means the debt principal, interests and charges arising from handling various business set forth hereunder by
    the Lender at the request of the Borrower, including, without limitation, the domestic and foreign currency debts (including
    the principal, interests, default interests, compound interests, liquidated damages, damages, costs for realization of credits
    by the creditors, etc.), arising out of such financing business as the domestic and foreign currency borrowings payable to
    the Lender, lending, trade financing (including but not limited to establishment of a Letter of Credit, trust receipt, packing
    credit, outward documentary bills, advance against documentary collection, import bill advance, etc.), bank acceptance, discounts
    of negotiable instruments, buyback of negotiable instruments, security (including independent guarantees, demand guarantees,
    standby letter of credit, etc.), etc.


 


“Costs
for realization of credits by the creditors” shall include, without limitation, the lawsuit fees, arbitration fees, property
preservation fees, cost of application for enforcement, legal fees, handling fees, charges for announcement, assessment costs,
appraisal fees, auction fees, cost of selling, telecommunications cost, travel costs, disposal costs, etc.


 


	6.	“Important
    Transactions” referred to in Section 8 hereof means (including but not limited to) any transaction which will occur
    as determined or will potentially have a material impact on the basic structure, changes in shareholders, contingent liabilities,
    cash flow, profitability, core trade secrets, core competiveness, major assets, major debts and credits, ability to repay
    the debts and perform this Agreement of the Borrower or any other transaction which in the opinion of the Lender and / or
    the Borrower shall constitute the major transaction.


 


	7.	“Important
    Events” referred to in Section 8 hereof means (including but not limited to) any event which will occur as determined
    or will potentially have a material impact on the officers’ ability to perform their duties, employment and dismissal
    of the employees engaged in the core business of the company, core trade secrets, core competiveness, basic structure, change
    in shareholders, contingent liabilities, survival, legitimacy on business operation, steadiness, development, profitability,
    ability to repay the debts and perform this Agreement of the company or any other event which in the opinion of the Lender
    and / or the Borrower shall constitute the major event.


 


	8.	“Business
    Day” herein means any day on which the bank is open for general business; should the date of withdrawal or repayment
    not fall on a Business Day during the performance of this Agreement, the date of withdrawal or repayment shall be the first
    Business Day thereafter.


 


Section
2 Credit Ceiling


 


	1.	The
    upper limit of the principal under the credit facility herein shall be RMB (in words) Two Hundred and Thirteen Million
    Only. Where certain business is dealt with by the Borrower in the currency other than RMB, the upper limit of the principal
    under the credit facility shall be translated into that in RMB on the basis of the buying exchange rate as published by the
    Lender on the date of the Sub-agreement.


 






    	5 / 18



    	 



    

 








	2.	This
    credit ceiling may be used by dividing it into one or more credit ceilings:


 


	Name
    of Business	Ceiling
    (Unit: RMB Yuan)	Remark
	I.
    Short-term liquidity loan	158,000,000.00	Single
    credit ceiling
	II.
    Bank acceptance	55,000,000.00	Single
    credit ceiling
	III.
    /	/	/
	IV.
    /	/	/
	V.
    /	/	/
	VI.
    /	/	/
	VII.
    /	/	/
	V.
    /	/	/


 


	3.	Should
    the Borrower perform the repayment obligations to the Lender in respect of certain financing business during the validity
    period of credit ceiling, the credit ceiling applied to such business shall be subject to the automatic recovery during the
    validity period of credit ceiling.


 


	4.	The
    total balance of financing amount that the Borrower shall apply to the Lender for use hereunder during the validity period
    of credit ceiling shall not exceed RMB (in words) Two Hundred and Thirteen Million Yuan with the single credit ceiling
    not more than RMB (in words) One Hundred and Fifty-eight Million Yuan.


 


Section
3 Validity Period of Credit Ceiling and Adjustment thereof


 


	1.	The
    validity period of credit ceiling shall commence on Oct. 9, 2014 and end on Sep. 28, 2015.


 


	2.	This
    Contract shall not constitute an obligation that the Lender must provide the credit facility to the Borrower. Under any circumstance,
    the Lender shall be entitled to adjust the credit ceiling, validity period thereof, etc. hereunder at its own discretion,
    or even cancel, whether in whole or in part, the credit ceiling, without prior approval from the Borrower, either in writing
    or in oral. “Any circumstance” mentioned above shall include, without limitation:


 


	 	(1)	Where
    the Borrower suffers from major difficulties in operation and risks;


 


	 	(2)	Where
    the major equity of the Borrower changes or major contingent liabilities appear;


 


	 	(3)	Where
    the operation mechanism of the Borrower is materially changed (including but not limited to the division, merger, termination,
    etc.);


 


	 	(4)	Where
    the repayment credit of the Borrower declines, which endangers the repayment hereunder;


 






    	6 / 18



    	 



    



 


	 	(5)	Where
    the transaction environment and transaction conditions under which certain transaction or certain kind or batch of transactions
    is or are carried out by the Borrower are materially changed;


 


	 	(6)	Where
    the representations and undertakings made in Section 7 hereunder by the Borrower is no longer true and valid; and


 


	 	(7)	Any
    circumstance where the credit ceiling of the Borrower is to be changed, adjusted or cancelled as the Lender deems necessary.


 


	3.	In
    case of any temporary increase of credit ceiling due to changes in circumstances or demand of extraordinary items, the Borrower
    may apply to the Lender for a special credit ceiling, which is a kind of un-revolving credit ceiling intended for special
    purpose.


 


Section
4 Repayment and Allocation of Advances and Collections under Various Facilities


 


By
granting any advances in connection with the Borrower’s utilization of the facilities under this Agreement, the Lender shall
be entitled to use the collections under one or more facilities for repayment or allocation of the advances under other facilities
without obtaining further written consent of the Borrower and the Guarantor.


 


Section
5 Security 


 


	1.	The
    followings are security documents to be used for this Agreement and its sub-agreements:


 


	 	(1)	Contract
    No. DB0101021140014389 Mortgage Contract of Maximum Amount, under which the mortgage is used as security
    and the guarantor is Xinjiang Kaiyuan Hengji Real Estate Development Co., Ltd;


 


	 	(2)	Contract
    No. DB0101021140014395 Individual Mortgage Contract of Maximum Amount, under which the guarantee –
    individual guarantee is used as security and the guarantor is ZHOU Jie;


 


	 	(3)	Contract
    No. DB0101021140014394 Individual Mortgage Contract of Maximum Amount, under which the guarantee –
    individual guarantee is used as security and the guarantor is TONG Shiping;


 


	 	(4)	Contract
    No. DB0101021140014390 Mortgage Contract of Maximum Amount, under which the guarantee – individual
    guarantee is used as security and the guarantor is Tianjin Binhai International Automall Co., Ltd;


 


	 	(5)	Contract
    No. DB0101021140014396 Individual Mortgage Contract of Maximum Amount, under which the guarantee –
    individual guarantee is used as security and the guarantor is ZHOU Xiaoguang;


 


	 	(6)	Contract
    No. DB0101021140014393 Individual Mortgage Contract of Maximum Amount, under which the guarantee –
    individual guarantee is used as security and the guarantor is CHENG Weihong.


 






    	7 / 18



    	 



    


 


	2.	The
    Lender is entitled to withhold its approval of the Borrower’s request for utilization of the facilities under this Agreement
    and performance of the obligations of advance under the sub-agreements of this Agreement until full execution and completion
    of the security documents and procedures under this Agreement.


 


	3.	Unless
    otherwise agreed by the Lender, the Borrower and the Guarantor, all debts under the facilities under this Agreement shall
    be secured by said guarantors (i.e. the Guarantor or the Mortgagor or the Pledgor) by providing maximum guarantee.


 


	4.	The
    Guarantor shall warrant and undertake that the security provided under the security documents are true, legal and of sufficient
    value and free from any defects of quality and right or any disputes of other rights and ownership. The Guarantor shall bear
    joint and several liabilities for any and all losses incurred by the Lender arising out of any violation of this provision.


 


	5.	The
    Lender shall be entitled to take measures pursuant to Section 9.2 and 3 hereof if the Guarantor under this Agreement:


 


	 	(1)	The
    Guarantor violates the provisions set out in the guarantee contract of maximum amount, or the status of credit of the Guarantor
    becomes worsen, or other events likely to impair the Guarantor’s ability of guarantee arise;


 


	 	(2)	The
    Mortgagor violates the provisions set out in the mortgage contract of maximum amount, or destroys the collateral willfully,
    or the value of the collateral has decreased or may decrease significantly, or other events likely to impair the Lender’s
    rights as mortgagee arise;


 


	 	(3)	The
    Pledgor violates the provisions set out in the pledge contract of maximum amount, or the value of the pledge has decreased
    or may decrease significantly, or the rights pledged have to be realized in advance, or other events likely to impair the
    Lender’s rights as pledgee arise.


 


Section
6 Lender’s Rights and Obligations 


 


	1.	If,
    during the Availability Period, the aggregate balance outstanding which the Borrower has drawn under the facilities under
    this Agreement does not exceed the maximum principal limit, the Lender may review the Borrower’s requests for utilization
    ostensibly, and if such requests for utilization are found to be consistent with the conditions and requirements of the Lender
    upon review, the Lender shall approve them within the approved limit. Failure by the Lender to carry out substantive review
    of any of the Borrower’s requests for utilization due to the Borrower’s causes or any other causes, or any circumstances
    beyond the appearance of such request for utilization shall not justify the Borrower’s or the Guarantor’s defense
    against the Lender.


 






    	8 / 18



    	 



    



 


	2.	The
    Lender shall be entitled to obtain the Borrower’s financial statements and other management accounts, and the Borrower
    shall promptly inform the Lender of its marketing plans, investment plans and demands for funds, provided that the Lender
    keeps the Borrower’s trade secrets confidential.


 


	3.	For
    purposes of the facilities under this Agreement, the Borrower shall provide sufficient and valid security acceptable to the
    Lender. In case of cross-default by the Borrower and the Guarantor, the Lender shall be entitled to retain their goods, articles,
    funds and other negotiable securities, documents and bills under possession of the Lender, whether in or beyond their accounts,
    as well as the Borrower’s certificates representing its accounts receivables against third parties.


 


	4.	The
    Borrower shall bear any and all legal fees imposed on it in connection with the facilities under this Agreement.


 


Section
7 Borrower’s Warranty and Representation 


 


The
Borrower voluntarily provides the following warranties and representations and assumes legal liabilities for the truth thereof:


 


	1.	The
    Borrower is a legal person incorporated and validly existing under the laws of China and has full capacity for civil conducts.
    The Borrower undertakes to provide any certificates, permits, authorizations and other documents as required by the Lender
    from time to time.


 


	2.	The
    Borrower has full capacity to perform all of its obligations and liabilities under this Agreement and the liabilities for
    repayment of any amounts drawn under the facilities, and shall not be relieved from performing such liabilities for repayment
    by reasons of any instruction, changes to its financial conditions or any agreements between it and another entity.


 


	3.	The
    Borrower has full powers, authorizations and legal rights to enter into this Agreement, and has obtained and handled, and
    will maintain fully legal and valid, all internal approvals and authorizations or other procedures necessary for the entering
    into and performance by it of this Agreement, as well as all approvals, registrations, authorizations, consents, permits or
    other procedures necessary for the entering into and performance by it of this Agreement from any government departments or
    other authorities.


 


	4.	The
    entering into by the Borrower of this Agreement is fully consistent with the articles of association, internal decisions,
    and resolutions adopted by the board of shareholders and the board of directors thereof, nor shall this Agreement conflict
    with the articles of association, internal decisions, and resolutions adopted by the board of shareholders and the board of
    directors thereof or the Borrower’s policies.


 






    	9 / 18



    	 



    



 


	5.	The
    entering into and performance of this Agreement manifest the Borrower’s true intention. The entering into and performance
    by the Borrower of this Agreement do not violate any laws, regulations, rules or contractual obligations binding upon the
    Borrower. This Agreement is legal, valid and enforceable, and the Borrower shall immediately and unconditionally indemnify
    the Lender for any and all losses arising out of any defects in the Borrower’s rights to enter into and perform this
    Agreement.


 


	6.	All
    documents, financial statements and other materials provided by the Borrower to the Lender under this Agreement are true,
    complete, accurate and valid.


 


	7.	The
    Borrower agrees that the banking business under this Agreement shall be bound by the Lender’s regulations and custom
    and practices, which shall be solely interpreted by the Lender.


 


	8.	The
    Borrower may change its shareholding structure or officers only with prior written consent of the Lender.


 


	9.	In
    case that the Borrower fails to perform its obligations pursuant to the provisions of this Agreement and any sub-agreements,
    the Borrower hereby authorizes the Lender to make corresponding deductions from any of the Borrower’s accounts opened
    with the Lender.


 


	10.	If,
    anytime following execution of this Agreement, the Borrower submits further documents regarding any transaction hereunder
    to the Lender for approval, the Borrower shall ensure the truth of such further documents, and the Lender shall only determine
    the apparent authenticity of any transactional documents and shall not participate in or be informed of such transactions,
    nor shall it be liable for them.


 


	11.	The
    Borrower confirms that except those circumstances disclosed to the Lender in writing, no actual, pending or threatened actions,
    arbitrations or administrative proceedings against the Borrower or its properties as may be reasonably anticipated by the
    Borrower exist and that no liquidation, winding-up or other similar procedures initiated by the Borrower or any third parties
    against the Borrower exist.


 


	12.	The
    Borrower shall defend, indemnify and hold the Lender harmless from and against any and all litigation or arbitration fees,
    attorney’s fees and other costs incurred by the Lender, which arise out of any litigations or arbitrations or other
    disputes between the Lender and the Borrower or any third parties related thereto in connection with the performance by the
    Lender of its obligations under this Agreement.


 


	13.	The
    Borrower must handle all clearings under this Agreement through its settlement accounts opened with the Lender.


 






    	10 / 18



    	 



    

 


Section
8 Obligations of the Borrower to Disclose Important Transactions and Events 


 


	1.	The
    Borrower shall promptly disclose any and all important transactions and events arising on the part of the Borrower to the
    Lender in writing.


 


	2.	If
    the Borrower is a group customer, the Borrower shall promptly disclose any related transactions accounting for 10% of more
    of the Borrower’s net assets to the Lender pursuant to relevant regulations, including but not limited to:


 


	 	(1)	the
    relationship between the parties to such related transactions;


 


	 	(2)	the
    subject matters and natures of such related transactions;


 


	 	(3)	the
    amounts or proportions of such related transactions in the Borrower’s net assets;


 


	 	(4)	the
    pricing policies (including those transactions not involving any amount or only with symbolic amounts).


 


	3.	In
    case of equity transfer, reorganization, consolidation, separation, shareholding reform, joint venture, cooperation, joint
    operation, contracting, lease, change to business scope and registered capital, assignment of substantial assets, contingent
    liabilities by the Borrower, or other events likely to affect or materially affect the Borrower’s ability to bear liabilities
    during the term of this Agreement, the Borrower shall notify the Lender in writing thirty calendar days in advance.


 


	4.	In
    the event that the Borrower closes down, shuts down, or is declared bankrupt, dissolved, deprived of business license, cancelled,
    involved in material economic disputes, or the financial conditions of the Borrower become worsen, or other important events
    likely to affect or materially affect the Borrower’s ability to bear liabilities arise, the Borrower shall notify the
    Lender within seven calendar days from the date of occurrence thereof.


 


	5.	In
    case of important litigations or arbitrations between the Borrower and any third parties, or other important events likely
    to affect or materially affect the Borrower’s ability to bear liabilities, the Borrower shall notify the Lender in writing
    within seven calendar days from the date of receipt of relevant notice.


 


	6.	The
    Borrower warrants that it shall not harm the Lender’s claims by using legal disputes (including underlying trade contract
    disputes) between the Borrower and any third parties.


 


Section
9 Events of Default and Liabilities for Breach 


 


	1.	Upon
    effectiveness of this Agreement, the Borrower and the Lender shall perform their respective obligations under this Agreement,
    and either of them which fails to perform such obligations in whole or part shall be held liable for such non-performance.


 






    	11 / 18



    	 



    


 


	2.	In
    case of any of the following circumstances, the Lender shall be entitled to suspend utilization by the Borrower of any facilities
    not drawn on under this Agreement and demand the Borrower to immediately pay all advances, accrued interest and other fees
    under the facilities hereunder, and the date when the Lender demands advance repayment by the Borrower shall be the date of
    acceleration of the debts under this Agreement:


 


	 	(1)	where
    any certificates and documents provided by the Borrower to the Lender, or any of the warranties and representations set out
    in Section 7 hereof are found to be untrue, inaccurate, incomplete or misleading;


 


	 	(2)	where
    the status of credit of the Borrower becomes worsen, which significantly impairs the Borrower’s ability to pay its debts
    (including contingent liabilities);


 


	 	(3)	where
    the Borrower or its affiliates and the Guarantor or its affiliates commits cross-default as set out in Section 10 hereof;


 


	 	(4)	where
    the Borrower violates any obligations set out in any sub-agreements under this Agreement;


 


	 	(5)	where
    the Borrower fails to timely pay the principal, interest and fees of any of the facilities under this Agreement;


 


	 	(6)	where
    the Borrower ceases to pay its debts, or is unable to or states its inability to pay any debts due and payable;


 


	 	(7)	where
    the Borrower closes down, shuts down, or is declared bankrupt, dissolved, deprived of business license, cancelled, involved
    in material economic disputes, or the financial conditions of the Borrower become worsen;


 


	 	(8)	where
    the Borrower incurs other events which have endangered or impaired or may endanger or impair the rights and interests of the
    Lender.


 


	3.	In
    case of any breach by the Borrower, the Lender shall be entitled to take one or more of the following measures:


 


	 	(1)	To
    suspend or reduce the approved credit limits until full cancellation thereof;


 


	 	(2)	To
    declare that the Borrower’s debts under the facilities hereunder should become due in whole or part;


 


	 	(3)	To
    terminate this Agreement and demand the Borrower to repay the principal and interest, whether due or undue, as well as to
    pay or indemnify for relevant fees;


 


	 	(4)	In
    case of overdue loan, to demand the Borrower to pay default interest on such overdue loan;


 


	 	(5)	In
    case of diversion of loan, to demand the Borrower to pay interest accrued on such diversion;


 


	 	(6)	To
    demand the Borrower to indemnify for all losses;


 






    	12 / 18



    	 



    



 


	 	(7)	To
    demand the Borrower and the Guarantor to bear joint and several liabilities for repayment of the debts under this Agreement.


 


Section
10 Cross Default 


 


The
Borrower shall be deemed to have breached this Agreement if the Borrower or its affiliates and the Guarantor or its affiliates
incur any of the following circumstances, and the Lender shall be entitled to recover the facilities as agreed in this Agreement
or any sub-agreements hereunder and hold the Borrower liable for such breach pursuant to the provisions hereof or thereof:


 


	(1)	where
    any loans, facilities or debts have incurred or may incur breaches or have been accelerated;


 


	(2)	where
    any security or similar obligations are not performed or likely to be not performed;


 


	(3)	where
    any legal documents or contracts concerning any security and other similar obligations are not performed, or are violated,
    or are likely to be not performed, or be violated;


 


	(4)	where
    any of said entities is unable or may be unable to pay any debts or loans / facilities due and payable;


 


	(5)	where
    any of said entities has been or may be declared bankrupt pursuant to the legal procedures;


 


	(6)	where
    other circumstances which may impair the safety of the facilities under this Agreement arise.


 


Section
11 Continuous Obligations 


 


All
obligations of the Borrower under this Agreement shall be continuous and completely and equally bind upon the Borrower’s
successor, agent, receiver, assignee and other entities arising out of consolidation, reorganization or name change by the Borrower.


 


Section
12 Acceleration of Principal, Interest and Fees


 


The
Borrower and the Guarantor agree that all other obligations which the Borrower undertakes to the Lender, including all principal,
whether due or undue, advanced by the Lender, interest (including default and compound interest) and fees, may be accelerated
in the Lender’s sole discretion should the Borrower violate any warranty or representation set out in Section 7 hereof or
fail to perform any of its obligations under this Agreement.


 


Section
13 Preferred Right of Subrogation 


 


The
Borrower hereby states that the Lender shall have preferred right of subrogation to any and all claims, accounts receivable and
other property rights which the Borrower may have against any third parties should the Borrower commit breaches, or fail to and
be unable to pay any advances by the Lender which are due and payable, including principal, interest and fees.


 






    	13 / 18



    	 



    



 


Section
14 Offset


 





	1.	In
    the event that the Borrower or the Guarantor fails to perform any debts due, or any violation by the Borrower or the Guarantor
    of this Agreement or any sub-agreement results in acceleration of any debts, the Lender shall be entitled to directly make
    deductions from any accounts of the Borrower to pay such debts. If the currency of any of the Borrower’s accounts to
    be deducted is different from the currency in which the Principal Debts are denominated, then such deductions shall be converted
    pursuant to the buying rate published by the Lender on the day of deduction.


 


	2.	In
    no event shall the claims which the Lender may have against the Borrower under this Agreement be set off against the right
    of offset of the Borrower or any third party, whether related or non-related, against the Lender for any reasons or on any
    grounds.


 


	3.	The
    Lender’s rights against the Borrower and the Guarantor under this Agreement or other transaction documents shall not
    be set off against the right of offset of the Borrower, the Guarantor or any third party against the Lender.


 


Section
15 Governing Law, Jurisdiction and Dispute Resolution 


 


	1.	The
    execution, effectiveness, performance, termination, interpretation and dispute resolution of this Agreement shall be governed
    by the laws of China.


 


	2.	Any
    and all disputes arising out of this Agreement shall be settled through negotiation; in case that no such settlement is reached,
    the dispute concerned may be settled in any of the following ways:


 


	 	☒	To
    file a lawsuit to the people’s court in the place of the creditor; 


 


	 	☐	Any
    and all disputes arising out of or in connection with this Agreement shall be settled through negotiation; in case that no
    such settlement is reached, the dispute shall be submitted to   /  (the Arbitration Agency) for arbitration in accordance
    with the arbitration rules thereof as in effect then;


 


	 	☐	Other
    ways:   / 


 


	3.	During
    the lawsuit or arbitration, the terms of this Agreement not disputed shall continue in full force and effect.


 


Section
16 Documents, Correspondences and Notices


 


	1.	Any
    notices or correspondences required by this Agreement shall be in writing and be sent to the address, phone number, fax number
    or other contact details of the addressee as set out first above.


 






    	14 / 18



    	 



    



 


	2.	In
    case of change to any of said contact details, the changing party shall without any delay inform the other party in any convenient
    ways. The changing party shall be solely liable for all consequences arising out of delivery by the other party of any notices
    or other documents to the former contact details should the changing party fail to inform the other party of such change.


 


	3.	Any
    notices shall be deemed to have been served if sent to said address of the addressee as follows:


 


	 	(1)	if
    sent by letter, the delivery date specified in the return receipt;


 


	 	(2)	if
    sent by telex, the date of confirmation by the addressee;


 


	 	(3)	if
    delivered in person, the delivery date.


 


	4.	It
    is agreed that no notice or communication, correspondence sent by a party shall be made effective unless they are affixed
    with the common seal, office seal, financial seal, contract seal, transceiving seal and the Lender’s seal for loan business
    of such party. All notices from the Lender shall be to the attention of the directors or above and any other officers of the
    Borrower.


 


Section
17 Effect and Modification of Agreement and Miscellaneous 


 


	1.	This
    Agreement shall be made effective as of the date when the parties hereto sign and stamp on it. This Agreement shall continue
    until full performance and discharge of the debts due by the Borrower hereunder.


 


	2.	No
    modification or supplement to this Agreement shall be made effective unless the same is made in writing and signed and affixed
    with common seal by their legal representatives / principal officers or authorized representatives of the parties hereto.


 


	3.	Granting
    by the Lender of any tolerance or grace to the Borrower, or delay by the Lender in exercising any remedy or right available
    to it under this Agreement, during the term of this Agreement shall not impair, affect or limit all other remedies and rights
    available to the Lender pursuant to both the laws and this Agreement. Furthermore, such granting or delay shall not be deemed
    as waiver by the Lender thereof nor shall they affect any of the Borrower’s obligations under this Agreement.


 


	4.	All
    sub-agreements and annexes attached hereto shall form integral part of this Agreement and have the same legal force as the
    main body of this Agreement. Various transaction documents under this Agreement shall be sub-agreements hereunder and have
    the same legal force as this Agreement.


 


	5.	Each
    party shall keep all trade secrets and personal information obtained from the other party in connection with the execution
    and performance of this Agreement confidential, unless otherwise provided by the laws.


 


	6.	The
    original of this Agreement is made in six counterparts with the same legal force, of which the Lender and the Borrower
    shall each hold one copy and another copy shall be preserved as record.


 






    	15 / 18



    	 



    



 


Section
18 Notarization and Enforcement 


 


	1.	If
    requested by the Lender, this Agreement shall be notarized by a public notary office in China.


 


	2.	The
    Borrower agrees that the Lender may appoint a public notary office to issue an enforceable notarial deed for this Agreement
    and that the Lender may request for enforcement by the people’s court with competent jurisdiction by virtue of this
    notarial deed should the Borrower fail to pay off its debts within the tenor set out in the master agreement.


 


Section
19 Supplementary Provisions 


 


Tianjin Zhonghe Automobile Sales Co.,
Ltd shall not distribute any profits during the Availability Period, or Tianjin Binhai Rural Commercial Bank Corporation shall
suspend utilization by Tianjin Zhonghe Automobile Sales Co., Ltd of the facilities under the Primary Credit Facility Agreement.
Furthermore, the following guarantee measures shall be added to Section 5 hereof: The following contracts shall be used as further
security for this Agreement and its sub-agreements: (7) Contract No. DB0101021140014388 Mortgage Contract of Maximum Amount, under
which the mortgage shall be used as security and the guarantor is CaliStar (Xinjiang) Automobile Sales Co., Ltd; (8) Contract
No. DB010102114001439 Guarantee Contract of Maximum Amount, under which individual guarantee shall be used as security and the
guarantor is Tianjin Binhai Shisheng Trading Group Co., Ltd; and (9) Contract No. DB0101021140014392 Guarantee Contract of Maximum
Amount, under which individual guarantee shall be used as security and the guarantor is CHENG Jun. 


 


(Intentionally
Left Blank Below)


 






    	16 / 18



    	 



    

 







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	17 / 18



    	 



    


 


Agreement
Number: HT0101010140018756


 


(Signature
Page)





	 	 
	The
Lender (Signature and Seal):
	The
Borrower (Signature and Seal):

	 	 
	 	 
	Legal
    Representative	Legal
    Representative
	 	 
	Or
Authorized Agent

                                                                                      

                                                                                     (Signature and Seal):
	Or
Authorized Agent

                                                                                      

                                                                                     (Signature and Seal):

	 	 
	SHI
    Cuncheng (signed and sealed)	CHENG
    Weihong (signed and sealed)


  


Signed
on: October 9, 2014


 


Signed
in: Head Office of Tianjin Binhai Rural Commercial Bank 


 


 


18
/ 18