Shiner International, Inc.: Exhibit 10.22 - Filed by newsfilecorp.com






Trust Loan Contract 

1 / 11 (Version 20130925) 




Trust Loan Contract 

Contract Number: Ping Yin Hai Fen Wei Dai Doc. No.
20140430-001 

Party A: (Trustee Lender): Ping An Bank Co., Ltd. Haikou
Branch                                                                                                                                                                 
    
Domicile (address): 22 Jinlong Road, Haikou City,
Hainan
Province                                           
                                                                                      
                                
Legal
Representative (person in charge): JIANG
Mingguang                                                                                                                 
                                                            
Telephone:     
0898-66836068                                                                                                                                                                                                                                     

Party B (Borrower): Hainan Modern Meiju Investment Co.,
Ltd.                                                                                 
                                                                                       
Domicile
(address): 9 Haide Road Modern Garden D Building 1 Unit S402, Haikou
City                                                                                                                                
Legal
Representative (person in charge): XING
Yichuan                                                                                                                                                                       
             
Telephone:      0898-68543862                                                                                                                                                                                                                       
            

Party C (Trust Lender): Hainan Modern Hi-Tech Industrial
Co.,
Ltd.                                                                                                           
                                                    
Domicile
(address): Taiping Hill, Yongxiu Village Commission, Yongxing Township,
Xiuying District, Haikou
City                                    
                                           
Legal
Representative (person in charge): FU
Jian                                                                                                                                             
                                                   
Telephone:     
0898-68549248                                                                                                                                                                                                                    
               

Party C has entrusted Party A to disburse the trust loan funds
to Party B under this contract. On the basis of the loan terms stipulated by
Party C and the Contract Law as well as the pertinent laws and
regulations and through mutual negotiations, it is unanimously agreed that this
contract is to be executed pursuant to the articles and terms set forth below.


Article 1 Basic Terms of the Loan 

1.1     Loan amount: (Currency) Renminbi (in numerals)
100,000,000.00 (In words) One hundred million Yuan exactly.


1.2     Use of loan proceeds: Repay shareholder loans. 

1.3     Loan period: 3 [ ] Days [ ] Months
√ Years, that is to say from April 30, 2014 through April 21, 2017.

The actual loan amount and beginning and
ending dates shall be as set forth in loan receipts and to the within the scope
stipulated herein.

1.4     Loan
interest rate:

1.4.1     The loan
interest rate for this contract shall be determined based on the following
standard, and the interest rate for the first loan repayment shall be determined
as recorded on the loan receipt (place a “√” mark in the selected option).

√            
The loan interest rate under this contract shall be 16% per annum.

[  ]         
The base interest rate for similar loans from the People’s Bank [of China] on
the date of the loan disbursement [   ] Plus/ [   ] Less
_____ /_____ %

[  ]         
The base interest rate for similar loans from the People’s Bank [of China] on
the date of the loan disbursement [  ]+/ [  ] - ______/______ %
(Floating point)

[  ]         
The base interest rate for similar loans from the People’s Bank [of China].

[  ]          
[  ] LIBOR [  ] HIBOR on the date of the loan disbursement [  ] +
/ [  ] - ____/____ (base point) (applicable to foreign currency loans only)

Interest to be calculated on the actual number of days for
which funds are borrowed, the daily interest rates for GBP and HKD = annual
interest rate/365, and the daily interest rates for RMB and other currencies =
annual interest rate/360.

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During the loan period, Party B
and Party C shall negotiate to adjust the interest rate, and where compliant
with the State’s relevant regulations, Party A shall adjust the interest rate on
the first interest accrual day after receiving written notice from the two
parties as requested by the notice. 

1.4.2     The method of adjustment
for the loan interest rate under this contract shall be (place a “√”
mark in the selected option):

[  ]        
Adjusted each ____/____ (month/quarter/six months/year). The interest adjustment
rate being Option ____/____ below:

(1)        
____/____ (monthly/every 3 months/biannually/yearly) on the day corresponding to
the day on which the loan was disbursed, and where no corresponding day exists,
the last day of the month.

(2)        
On January 1 of each year.

√          
A fixed interest rate shall apply to this contract during the loan period.

Where the loan interest rate is
adjustable, loan interest shall be accrued and paid per the adjusted interest
rate beginning on the interest adjustment date. However, where the loan is
repaid in installments (including repayment by fixed principal repayment and
installment sinking fund repayment), interest shall be accrued and paid per the
pre-adjustment interest rate beginning with the following period.

1.4.3     Where
the base interest rate is adjusted multiple times, Party A shall make the
corresponding adjustments based on the most recent base interest rate on the
adjustment day. In the event that the People’s Bank of China adjusted the range
in which the base interest rate may float, such as to cause the loan interest
rate stipulated above to fall below the minimum interest rate stipulated by the
regulations of the People’s bank of China, the loan interest rate under this
contract shall then be adjusted to the minimum interest rate stipulated by the
regulations of the People’s bank of China. In the event that the People’s Bank
of China ceases to publish the base interest rate, the loan interest rate under
this contract shall then be adjusted to the loan interest rate recognized by
industry consensus or the interest rate generally used for similar loans, except
where otherwise agreed to by both parties.

1.4.4     Where
the State has changed the method by which interest rates are determined,
adjusted, or calculated and accrued, the State’s regulations shall be complied
with.

1.4.5     Party A
need not make other notifications to Party B for the interest adjustments
described above.

1.5     The 20th
day of each month shall be the interest settlement date. Party B shall pay
interest each √ Month [  ] Quarter [  ] Year [  ] Other
)____/____. The due date of the loan shall be the final interest settlement
date, the interest to be repaid in full along with the principal.

1.6     Trust
loans in foreign currencies must comply with the State Administration of Foreign
Exchange’s policies and other relevant policies governing foreign exchange.

1.7     Trust
loans that involve guarantees and guaranteeing conditions shall be handled per
item ____/____ below:

(1)     The
guaranty contract shall be executed and performed independently by Party C,
Party B, and the guarantor, the guaranty procedure (including but not limited to
the guaranty, pledging, or security procedures and the relevant recording
procedures for the pledge or security) are to be agreed upon and handled
independently by Party C, Party B, and the guarantor, and shall be no concern to
Party A.

(2)     Where
Party C entrusts Party A to execute the guaranty contract under Party A’s name.
Where the guaranty must be recorded, Party C shall undertake to do so
independently.

(3)     Where
Party C entrusts Party A to execute the guaranty contract under Party A’s name.
Where the guaranty must be recorded, Party A may undertake the recording
procedures where Party A has agreed to such.

1.8     Even where
the guaranty contract was made in Party A’s name, and even where the guaranty is
recorded with Party A as the beneficiary of the guaranty interest, Party A shall
only act in the capacity of agent, and Party A’s duties shall be limited to the
signature and seal procedures required in undertaking the guaranty, and the
beneficiary interests of the guaranty as well as the liabilities and risks
relating thereto all lie with Party B. Party C should proactively take part in
and control potential flaws in Party A’s undertaking and execution of the
guaranty contract, undertaking of the guaranty procedures, recording of the
guaranty (including but not limited to recording the pledge or security) as well
as the lawfulness and validity of same, and Party A shall not be responsible for
the risks and losses arising therefrom, all of which responsibilities shall be
borne independently by Party C.

Article 2     Loan Disbursement

2.1     Party A is
only obligated to disburse the loan proceeds where the three conditions set
forth below have been met simultaneously.

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(1)     Once this contract goes into effect, Party C must deposit
its entrusted funds within _3_ business days into a settlement account
opened by Party A, to be used in disbursing the trust loan and in paying the
trust loan processing fees and other fees stipulated by this contract. Essential
information for Party C’s settlement account is as follows: 

Account holder name: Hainan Modern
Hi-Tech Industrial Co.,
Ltd.                                                                                                                                                            
Account
holding bank: Ping An Bank Co., Ltd. Haikou Branch Yingbin
Subbranch                                                                                                                                
Account
number:
11014618561003                                                                                                                                                                                                         
           

(2)     Once this contract goes into effect, Party C irrevocably
authorizes Party A to open, cancel, and manage a dedicated trust deposit
account, which dedicated account shall be used only for the independent
reconciliation of the funds used, repayment, interest payment, fees, penalties
for breach of contract, etc. relating to this contract. 

(3)     Party C irrevocably authorizes Party A to receive and pay
the relevant trust loan funds described above from the settlement account and
through the dedicated trust deposit account, and Party A has already
successfully transferred [funds] to said dedicated trust deposit account. 

2.1     Prior to disbursing the trust loan, Party
C must issue to Party A the Confirmation of Trust Loan Disbursement
(Attachment 1)1, and Party C’s issuance of
the disbursement notice to Party A shall be construed as all of the conditions
for disbursement required by Party C have been met. In the event that guaranty
procedures have been undertaken under Party A’s name, Party C’s submission of
the disbursement notice to Party A indicates Party C’s complete consent to and
satisfaction with the loan and guaranty procedures (including but not limited to
guaranty, pledging, or security procedures and the related pledging, security,
and recording procedures), and Party C shall bear the consequences of such
independently, and Party A shall bear no liabilities.

Were the loan under this contract involve disbursement in
installments, Party C need only issue the Confirmation of Trust Loan
Disbursement the time of the initial disbursement, said confirmation
being binding upon the entire trust loan under this contract (regardless of
whether or not disbursed in installments, and regardless of the specific number
of installments disbursed). 

2.2     Where Party A has received written objections from Party C
requesting the cessation of the loan disbursement, prior to disbursing the loan,
Party A shall suspend the disbursement of the loan. 

2.3     Trust loan processing fee 

[ ] Party A shall collect from Party B Renminbi                     
/                  
 yuan in trust
loan processing fees. 

√ Party A shall collect from Party C Renminbi One hundred thousand Yuan in trust
loan processing fees.

The processing fee shall be collected
in one lump sum prior to disbursing the trust loan.

2.4     Party B
entrusts Party A to disburse the trust loan to the settlement account opened by
Party B with Party A. The essential information for Party B’s settlement account
is as follows:

Account holder name: Hainan Modern
Meiju Investment Co., Ltd. ____________________________

Account holding bank: Ping An Bank Co., Ltd. Haikou Branch Yingbin Subbranch__________
(branch)

Account number:
11014610491001_____________________________________________________

[  ]    2.6    
The trust loan under this contract may be disbursed in installments as agreed
upon between Party B and Party C:

               
      /               Thousand
      yuan on      
      /       Month,      
      /       Day,      
      /       Year;               
      /               Thousand
      yuan on      
      /       Month,      
      /       Day,      
      /       Year;

                     
      /               Thousand
      yuan on      
      /       Month,      
      /       Day,      
      /       Year;               
      /               Thousand
      yuan on      
      /       Month,      
      /       Day,      
      /       Year;

                     
      /               Thousand
      yuan on      
      /       Month,      
      /       Day,      
      /       Year;               
      /               Thousand
      yuan on      
      /       Month,      
      /       Day,      
      /       Year;

               
      /               Thousand
      yuan on      
      /       Month,      
      /       Day,      
      /       Year;               
      /               Thousand
      yuan on      
      /       Month,      
      /       Day,      
      /       Year;

2.7     Where
causes of Party C has caused Party A to be unable to transfer the trust loan
funds as stipulated under this contract, Party C shall be independently liable
for such to Party B, and Party A shall bear no liabilities. If Party C requests
that Party A cease the disbursement of loans, etc., the instructions must be
issued to Party A in writing, and Party A

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may execute Party C’s instructions immediately and
unconditionally upon receiving the instructions. In the event that Party B has
any objections, it should voice such or make claims of right directly against
Party C, and shall be barred from voicing [objections] or making claims of right
against Party A. 

Article 3 Repayment 

3.1     Party B shall repay the loan principal using
method             
(1)            below:


(1)     Installment repayment of principal 

[ ] Principal is repaid each [ ] Month [ ] Quarter [ ] Year,
the principal repaid each period
being             
/             .

[ ] Principal is repaid in installments pursuant to the repayment date and
amount set forth in Attachment 2 to this contract. 
[ ]
Other             
/            .

(2)     Principal is repaid in one payment at the end of the
duration. 

3.2     Where Party B repays principal each month, the principal
repayment day shall be the interest settlement day; where principal is repaid
quarterly, the principal repayment day shall be the interest settlement day for
every third month following the disbursement of the loan; where principal is
repaid yearly, the principal repayment date shall be every twelfth interest
settlement day following the disbursement of the loan. 

3.3     Party B shall deposit the funds to be repaid in the
settlement account it has opened with Party A prior to the repayment date
stipulated in this contract; Party B authorizes Party A to transfer the funds to
be repaid to Party C’s accounts on the repayment date agreed upon. 

3.4     Party B shall repay the loan principal and interest under
this contract in full and in a timely manner. 

3.5     Party B hereby irrevocably authorize Party A to collect the
loan principal, interest, and relevant fees due under this contract from any
account Party B holds in any of Ping An Bank’s business subdivisions. Where the
funds collected are insufficient to repay all of Party B’s debts due in full,
the priority of repayment shall be fees, interest, and principal. 

3.6     Party C directly enjoys all rights that Party A does as the
lender under this contract and the guaranty contract herein. Regardless of
whether or not Party A exercises the relevant rights stipulated under this
contract and the guaranty contract herein (if any), Party C may directly bring
litigation or arbitration or take other legal measures at its own judgment
pursuant to the covenants under this contract and the guaranty contract herein.


3.7     Early repayment 

Where agreed upon through negotiations between Party B and
Party C, and upon written notification to Party A, Party B can repay the
principal and interest ahead of schedule. Interest shall be calculated based on
the actual time that the funds were outstanding and the loan interest rates
stipulated in this contract in Party B’s early repayment of principal. 

Article 4 Entrusted Management 

Upon loan disbursement, Party C entrusts Party A to manage the
trust loan in accordance with the following covenants: 

4.1     Entrusted management
  period The beginning date of the entrusted loan management period shall be the
  date on which the trust loan under this contract is disbursed, the expiration
  date being the day on which Party A cancels the trust loan. 

4.2     Entrusted management tasks 

(1)     To open, close, and manage the entrusted deposit accounts
pursuant to Party C’s authorization to Party A under Article, Item 2.1. 

(2)     Party C entrusts Party A to collect the principal and
interests, penalty interests, compound interests, and default penalties pursuant
to Party C’s authorization of Party A. Party A shall, upon collecting the
interests and/or principal and timely deducting the relevant fees, transfer the
remaining balance to Party C’s settlement account with Party A. 

(3)     Party A shall undertake early repayment procedures pursuant
to the notice of early repayment issued jointly by Party C and Party B. 

(4)     Pursuant to any extension agreement executed between Party
B, Party A, and Party C as well as the guarantor (if any), loan extension procedures are to be undertaken. 

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(5)     Where the loan principal and interest under this contract
could not be collected on the repayment date and interest settlement date agreed
to in this contract, Party A must notify Party C in a timely manner, and issue
collection notices pursuant to Party C’s written instructions. 

(6)     Party A shall give the necessary assistance in the event
  that Party C brings litigation or arbitration or take other legal measures
  against Party B and its guarantor due to default by Party B or the guarantor of
the trust loan. 

(7)     Taxes are to be deducted and paid in accordance with the
relevant tax policies of the People’s Republic of China and as agreed upon in
this contract. 

(8)     Where Party A has agreed to make collections as agent, it
shall be empowered to engage law firms to undertake such, and all attorneys’
fees shall be borne by Party C. Party C shall timely give clear written
instructions to Party A and also provide documents and materials as requested by
Party A, and prepay all expenses incurred by Party A in handling the matter as
agent, including but not limited to litigation fees, evidence preservation fees,
and attorneys’ fees. Where caused by Party C’s waiver of the right to bring
legal action or refusal to pay the aforementioned expenses or failure to
instructions in a timely manner, Party C shall bear all consequences for such
independently. 

(9)     Where Party A has agreed to make collections as agent,
Party A shall be entitled to collect the relevant processing fees from Party C.
The specific fee standards and amount of fees to be collected are to be agreed
upon separate negotiation among Party A and Party B by means of supplementary
agreements. 

Article 5 Warranties and Undertakings 

5.1     Party B warrants and undertakes that: 

(1)     Party B warrants that all economic and legal disputes
arising under this loan contract and after the loan proceeds have been disbursed
are to be resolved independently by Party B and Party C, and shall be no concern
of party A; 

(2)     Party B has obtained all authorizations and reviews for the
execution of this contract, and the execution of this contract will not cause
breaches of agreements or undertakings executed with any third party; 

(3)     Party B’s use of funds must comply with the Commercial
Banking Law, the Lending General Provisions, the relevant regulations
of the State Administration of Foreign Exchange, and the use of the borrowed
funds shall be in compliance with the State’s relevant policies on industry;


(4)     Party B accepts and warrants to cooperate with Party C to
supervise and inspect Party B’s operating position, permits Party C to enter
Party B’s places of business, and to inspect Party B’s assets, financial
position, and operating position; 

(5)     Party B shall provide to Party C the relevant materials
requested by Party C, and warrants that the documents and materials provided are
truthful, complete, and objective; 

(6)     Where Party B has changed its articles of association,
legal representative, domicile, name, and pother industry and commerce
registration, it shall notify Party A and Party C within 7 business days of the
changes in the relevant matters. 

5.2     Party C warrants and undertakes that: 

(1)     Party C warrants that all risks under this
loan contract after the loan is disbursed (including but not limited to the risk
of the loan principal and interest becoming uncollectible) shall be borne
independently by Party C in their entirety, and shall not relate to Party A;
[Party C] agrees and understands that Party A is under no duty to make
pre-lending investigations, agrees and understands that Party A does not bear
any loan losses under this contract; Party C makes independent reviews and
judgments of the legality and regulatory compliance of the loan under this
contract, Party B and its guarantor’s credit positions, financial positions,
production and operating positions, and the pledge of their assets as
collateral, and the feasibility of the loan project; to independently confirm
the borrower, use, amount, duration, interest rate, and manner of guaranty for
the trust loan; once the loan proceeds have been disbursed, to oversee Party B’s
use of the loan proceeds independently, to monitor Party B and its guarantor’s
credit positions, financial positions, production and operating positions, and
the pledge of their assets as collateral independently; upon the expiration of
the trust loan or where Party B is under circumstances that may impact the
realization of the creditor’s rights, to take remedial measures independently.
Party C represents and undertakes that: Party C is fully aware of the contents
of the relevant loan contracts and guaranty contracts executed between Party A
and the borrower and guarantor, agree to all of the terms and provisions of
agreed to in the contracts, and bears all of the legal consequences arising from
such.

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(2)     Party C has obtained all authorizations and reviews for the
execution of this contract, and the execution of this contract will not cause
breaches of agreements or undertakings executed with any third party, and
damaged caused by the issue of the lawfulness of the source of Party C’s funding
shall be borne independently by Party C; 

(3)     Party C warrants that the trust funding is derived from
lawful sources and that there are no disputes of any type; Party C is qualified
and has the authority to use the trust funding for the trust loan, and damaged
caused by the issue of the lawfulness of the source of Party C’s funding shall
be borne independently by Party C; 

(4)     Party C warrants that it will deposit the trust funding
into its settlement account with Party A in full and in a timely manner; 

(5)     Party C shall, as agreed to in this contract, irrevocably
authorize Party A to collect trust loan processing fees and expenses and default
penalties incurred by Party A in handling the trust loan from Party C in full
and in a timely manner by direct deduction, furthermore, such fees and expenses
cannot be recovered; 

(6)     Where Party C must modify its articles of association,
legal representative, domicile, name, and pother industry and commerce
registration, it shall notify Party A within seven business days of the changes
in the relevant matters. 

(7)     Party C shall be responsible for filing returns for and
paying sales taxes, value added taxes, and other applicable taxes independently.


Article 6 Party A’s Rights and Obligations 

6.1     Party A’s rights and obligations are as
follows: 

(1)     The obligations borne by Party A are
limited to the matters “disburse as agent” and “assist in recovery” as agreed to
in this contract, and shall not bear any economic liabilities or legal risks
arising from any reason (including but not limited to any risks and damages
arising from pledged assets or the guaranty procedures); 

(2)     Party A is not responsible for reviewing
the borrower’s credit position, financial position, and the feasibility of the
loan project, etc., and is not responsible for reviewing the guarantor’s
financial position, the condition of the pledged assets, nor oversight and
custody of the pledged assets, etc.; 

(3)     In the event that Party B is unable to meet the
prerequisite conditions for using the proceeds demanded by Party C, Party A
shall be entitled to unilaterally cancel this contract and to notify Party B and
Party C in writing; 

(4)     For trust loans that have been more than 30 days past due
and remain unpaid, and that Party C has agreed in writing to write off, Party A
shall be entitled to make final account disposition of such debts; 

(5)     For trust loans that have been more than
30 days past due and remain unpaid, Party A shall be entitled to issue to Party
C by registered mail correspondences to the entrusting party demanding full
settlement of trust loans with Ping An Bank and, where no written response has
been received from Party C 60 days after the correspondences have been
dispatched, Party A shall be entitled to make final account disposition of such
debts; 

(6)     Where the statute of limitations for the loan has expired
and where there is no basis for suspending the tolling period, Party A shall be
entitled to make final bookkeeping disposition of such debts independently; (7)
Where Party B has failed to repay principal and interest on the loan, and Party
C has not authorized Party A to seek recovery as agent, Party A shall be
entitled to make final bookkeeping disposition of such debts independently. 

Article 7 Breach Provisions 

7.1     Any of the following events may constitute
an event of breach by Party B as used in this article: 

(1)     Party B has failed to use the loan proceeds for uses agreed
upon in this contract; 

(2)     Party B has been delinquent in repaying the principal,
interest, or fees and has been delinquent in paying the relevant taxes that are
payable in accordance with this contract; 

(3)     Party B has breached the warranties and undertakings made,
or the duties that are to be performed under this contract. 

7.2     Where an event of breach by Party B has
occurred, Party A shall be entitled to take the following measures based on
written notice from Party C: 

(1)     Cancel this contract; 

(2)     Declare the loan principal previously disbursed under this
contract to be due immediately and in their entirety, and demand that Party B
immediately repay all loan principal and to settle interests in their entirety; 

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(3)     Demand that Party B provide guaranty measures approved by
Party C; 

(4)     Take other remedial measures pursuant to laws and
regulations. 

7.3     Any of the following events may constitute
a breach event by Party C as used in this article: 

(1)     Party C’s funds in Party A’s settlement account are
insufficient to remit the principal of the trust loan and the processing fees of
the trust loan; 

(2)     Party C has breached the warranties and undertakings made,
or the duties that are to be performed under this contract. 

7.4     Where an event of breach by Party C has
occurred, Party A shall be entitled to take the following measures: 

(1)     Cancel this contract; 

(2)     Demand that Party C make compensation for all losses caused
by Party A by the breach; 

(3)     Demand that Party C pay __/__ ‰ of the total amount
of the entrusted funds as penalties for breach of contract; 

(4)     Take other remedial measures pursuant to laws and
regulations. 

7.5     Where Party B has failed to repay the
principal of the loan in full and in a timely manner, Party A shall access
penalty interests on the amount past due at the interest rate stipulated in this
contract plus 50% beginning on the day on which it becomes past due; where Party
B has failed to use the loan proceeds in accordance with the uses stipulated in
this contract, Party A shall access penalty interests on the amount past due at
the interest rate stipulated in this contract plus 100% beginning on the day on
which it becomes past due. 

For interests that were not paid in a timely manner,
compound interest shall be assessed at the penalty interest rates. 

7.6     Party B shall bear the expenses incurred
by Party A and Party C for the purpose of realizing their creditors’ rights
(including but not limited to notary charges, litigation expenses, arbitration
fees, attorneys’ fees, closing costs, travel expenses, etc. 

Article 8 Consequences of the Voiding or Canceling This
Contract 

Where the entrustment relationship and/or borrowing
relationship as under this contract has been voided or canceled, such shall be
handled pursuant to the following stipulations: 

1.     Where the entrustment relationship between Party C and Party
A remains in effect, while the borrowing relationship between Party A and Party
B has been voided or canceled, Party A shall bear no legal liabilities for such,
and: 

(1)     Where Party A has not yet remitted the entrusted funds to
Party B, Party B agrees that Party A shall then return the entrusted funds to
Party C, Party A shall bear no legal liabilities; 

(2)     Where Party A has already remitted the entrusted funds to
Party B, Party C should then directly demand that Party B return the entrusted
funds, and Party A shall bear no liabilities for losses suffered by Party C;


(3)     Where losses have been caused to third parties, both
Parties B and C then shall jointly bear the legal liabilities in accordance with
their respective faults, and Party A shall bear no liabilities. 

2.     Where the entrustment relationship has been voided or
canceled, but the borrowing relationship remains in effect, the following
stipulations shall be applicable: 

(1)     Where Party A has not yet remitted the entrusted funds to
Party B, Party B agrees that Party A shall then return the entrusted funds to
Party C, Party A shall bear no legal liabilities; 

(2)     Where Party A has already remitted the entrusted funds to
Party B, Parties B and C should then negotiate the handling of the entrusted
funds in accordance with the law, and Party A shall bear no legal liabilities;


3.     Where the entrustment relationship has been voided or
canceled, and the borrowing relationship has been voided or canceled, the
following stipulations shall be applicable: 

(1)     Where Party A has not yet remitted the entrusted funds to
Party B, Party B agrees that Party A shall then return the entrusted funds to
Party C, Party A shall bear no legal liabilities; 

(2)     Where Party A has already remitted the entrusted funds to
Party B, Party C should then directly demand that Party B return the entrusted
funds, and Party A shall bear no liabilities for losses suffered by Party C;


(3)     Where losses have been caused to third parties, both
Parties B and C then shall jointly bear the legal liabilities in accordance with
their respective faults, and Party A shall bear no liabilities. 

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Article 9 Other Matters 

9.1     Party B must remit 3% of the loan amount to Party C as
guarantee monies, the guarantee monies collected to be transferred by Party C
back to Party B’s account on March 20 of the following year. The collection
method of the guarantee monies shall be direct transfer by Party B to Party C’s
account. The time of payment for the first year’s guarantee monies shall be
within 3 business days of receiving the first disbursement of loan proceeds; the
time of payment for the second year’s guarantee monies shall be March 21, 2015;
the time of payment for the third year’s guarantee monies shall be March 21,
2016. 

9.2     Party B shall be entitled to make early repayment one
full year after borrowing the funds, but must notify Party A and Party C5
business days in advance. The guarantee monies collected for the year in which
the early repayment is made shall be non-refundable. 

Article 10 Supplementary Provisions 

10.1     The loan receipts Confirmation of Trust Loan
Disbursement under this contract and the relevant documents and materials
confirmed by the three parties are all inseverable components of this contract,
and are imbued with the same legal force and effect. 

10.2     Any notices, demands or other correspondences that Party A
dispatches to Party B and Party C pursuant to this contract, shall be deemed as
having been delivered to Party B or Party C three business days after being
dispatched to the addresses in this contract or to addresses that Party B and
Party C have changed by written notification to Party A. 

10.3     Upon this contract taking
effect, no party may modify and cancel this contract unilaterally without
authorization. 

10.4     Selected
options are to be uniformly confirmed by placing the √ mark in the check box for
the option.

10.5     Disputes
arising among the three parties to the contract during the course of performing
the contract shall be resolved among the three parties through negotiation;
where negotiation has failed, [the dispute] shall be resolved by

method (2) below:

(1)     Apply for
arbitration with ____/____ to undertake arbitration in accordance with the
arbitration rules in effect at the time of applying for arbitration. The
arbitration decision shall be final and binding upon all three parties.

(2)     Bring
litigation at the people’s court in Party A’s locality.

(3)     Bring
litigation at the people’s court in____/____ .

10.6     The laws of
the People’s Republic of China are applicable to this contract.

10.7     This
contract shall take effect upon being executed (each shall have its authorized
signatory sign or apply the personal seal, and also apply the corporate seal) by
the various parties. 

10.8     This
contract shall be made in Four identical original copies, with Party A holding
two copies, and Party B √ Party C [  ] The Guarantor [  ] The
recording agency [  ] each holding one copy.

Party B and Party C state that they
completely understand the terms and provisions of this contract and the terms
and provisions of the guaranty contract relating thereto and other relevant
transaction documents, and agree and are satisfied with all of the terms and
provisions of said contract as well as the contents of other relevant
transaction documents, and bear all legal consequences arising therefrom, and
have obtained independent advice from attorneys for such (where

needed).

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	Attachment 1: 	Confirmation of Trust Loan Disbursement
    


Ping An Bank Co., Ltd. Haikou Branch: 

Pursuant to the Trust Loan Agreement, contract number:
Ping Yin Hai Fen Wei Dai Doc. No that executed on ______Month ______Day
______Year between your bank, ___________________(borrower), and us (the
trustor), the bank is hereby formally notified to disburse trust loan proceeds
to the Borrower. The amount, duration, interest rate, and method of disbursement
for the trust loan proceeds shall all be as per the stipulations in the Trust
Loan Contract described above. At the same time, we (the trustor) state and
undertake as follows: 

We are fully aware of the contents of the relevant loan
contracts and guaranty contracts (if any) executed among your bank, the borrower
and us, and agree to all of the terms ad provisions stipulated in the contract,
and bear all legal consequences arising therefrom; our issuance of this
confirmation to you shall be deemed the satisfaction of all conditions for
disbursement required by us. Where guaranty procedures have been undertaken in
your bank’s name, our issuance of this confirmation to the bank shall
simultaneously be deemed our complete consent to and satisfaction with the loan
and guaranty procedures (including but not limited to guaranty, pledging, and
security procedures as well as the relevant pledging and security recording
procedures), and we shall bear the liabilities for the consequences of such
independently, and the bank shall bear no liabilities. 


	Trustor: 
	Authorized signatory: 
	Date: 



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	Attachment 2: 	Schedule of Party B’s Repayment of Borrowed
      Principal in Installments 




	Installment number 	Date of repayment 	Amount to be repaid (written in words) 
	1 	March 21, 2015 	Renminbi Forty million yuan exactly 
	2 	March 21, 2016 	Renminbi Forty million yuan exactly 
	3 	April 21, 2017 	Renminbi Twenty million yuan exactly 
	4 	/ 	/ 




	Party A (apply seal) 	[Circular seal: “Ping An Bank Co., Ltd. Haikou
      Branch – Seal for use with authorization contracts only”] 	
	Legal representative (person in charge) or authorized agent
      (signature): Signing date: April 30, 2014 		[Square personal seal: “Seal of WANG Bin”]
  
	 	 	 
	 	 	 
	Party B (apply seal) 	[Circular seal: “Hainan Modern Meiju Investment
      Co., Ltd.”] 	
	Legal representative or authorized agent (signature):
      Signing date: April 30, 2014 		[Square personal seal: “Seal of XING Yichuan”]
    
	 	 	 
	 	 	 
	Party C (apply seal) 	[Circular seal: “Hainan Modern Hi- Tech
      Industrial Co., Ltd.”] 	
	Legal representative or authorized agent (signature):
      Signing date: April 30, 2014 		[Square personal seal: “Seal of FU Jian”]
  


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