Exhibit 10.9


 


Corporate Loan Receipt of Bank of Dongguan


 


Quintuplicate


 


4


 


Contract No.: D. Y. (0100) 2018 N. D. G. L.
D. Zi, No.: 023346


 


Receipt No.: 2018010000051237 November 30,
2018


	Name
    of Borrower	Guangdong
    CarHouse E-Commerce Technology Co., Ltd.	Loan-granting
    Account No.:	 	The
    sheet is kept by the borrower after being sealed by the bank.
	Settlement
    Account No.	**********
	Amount
    of Loan	RMB
    (In capital words): RMB Two Million Yuan Only	Amount
	 	 	 	¥	2	0	0	0	0	0	0
	Level
    of Interest Rate Term	Six
    months to one year (including)	Benchmark
    Interest Rate (%)	4.35	Range
    of upwards / downwards floating (%)	60	Interest
    Rate Enforceable (%)	6.96
	Type
    of Interest Rate	Fixed
    Interest Rate	Adjustment
    Ways of Interest Rate	/	Ways
    of Repayment	Method
    of One-time Repayment once due	Period
    of Repayment	One-time
    Repayment once due	Period
    of Interest Settlement	Settle
    on a monthly basis
	Usage	Pay
    for the goods	Term
    of Loan	From
    November 30, 2018 to November 29, 2019
	

         

        It has
        been approved to grant the above-mentioned loan and it has been transferred into your company’s account.

         

        With
        best regards,

         

        Institution:

         

        Bank’s
        seal: Bank of Dongguan Dongguan Branch – Business Finished (21) –November 30, 2018 (seal)

	Main
    person in charge of operation: (signature)	 	Person
    in charge: (signature)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







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Working Capital Loan Contract


 


(Version 2015)


 


Bank of Dongguan


 




    2


     


    

 


Please Kindly Note that 


 


I. In order to safeguard your interests,
please read the following precautions carefully before signing the Contract:


 


1. You’ve carefully read all the
terms and the conditions of the contracts and known their meaning;


 


2. You’ve ascertained that the relevant
certificates and information provided to the bank are authentic, valid, complete and legal;


 


3. You’ve ascertained that you yourself
have the right to sign the contract, and also known the right that you will enjoy and the obligations which you should assume after
the contract is signed;


 


4. You’ve confirmedly known that
you should the legal and economic liabilities correspondingly for your any fraudulent and illegal acts;


 


5. You will sign and perform the contract
lawfully on a voluntary basis in the principles of honesty and good faith; and


 


6. Please fill in what you need to complete
neatly with a blue, black or sign pen.


  




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II. If there are any questions in the contract,
please consult wit Bank of Dongguan Co., Ltd before signing the contract.


 


Party A (Borrower): See Article 18 of the
contract.


 


Party B (Lender): See Article 18 of the
contract.


 


The contract is entered into by and between
Party A and Party B through negotiations in accordance with relevant laws, regulations and laws of the People’s Republic
of China in the principles of fairness, willingness, honesty and good faith.


 


Article 1 Amount of Loan See Article
20 of the contract for more information.


 


Article 2 Term of Loan See Article
21 of the contract for more information.


 


Article 3 Usage of Loan See Article
22 of the contract for more information.


 


Article 4 Interest Rate See Article
23 of the contract for more information.


 


Article 5 Granting of Loan 


 


I. Request Date of Utilization See
Article 24 of the contract for more information.


 


II. Conditions Precedent to the Granting
of Loan


 


Unless otherwise waived by Part B, Party
B has the obligation to grant a loan as long as all the following precedent conditions are met:


 


1. Party A has carried out all the formalities
of approval, registration, insurance, delivery for the loan under the contract as well as all other legal formalities in accordance
with the provisions of relevant laws, regulations and rules;


 


2. If there are any securities under the
contract, the security which has been in compliance with Party B’s requirements has been valid and continuously effect;


 


3. There is not any of the defaults stipulated
by the contract occurring in Party A;


 


4. There is not any material adverse event
occurring in Party A and / or the Guarantor which may be sufficient to affect the safety of loan;


 


5. No laws, regulations or rules nor no
competent authorities can prohibit and restrict Party B to grant the loan under the contract;


 


6. The relevant account has been opened
as stipulated by the contract; and


 


7. For any other conditions required by
Party B, see Article 25 of the contract for more information.


 


III. Payment of Loan Fund


 


1. The ways for loan fund payment under
the contract is divided into the payment by Party B under entrustment and the payment by Party A independently.


 


The payment by Party B under entrustment
refers to that, in accordance with the request of utilization made by Party A and the payment under entrustment, Party B pays the
loan fund to Party A’s transaction object which is in compliance with the usage of loan, via the bank settlement account
opened by Party A at Party B (for more specific information on the account, see Article 26 of the contract).


 


The payment by Party A independently refers
to that, in accordance with the request of utilization made by Party A and the payment under entrustment, Party B pays the loan
fund directly to Party A’s bank settlement account via which Party A pays it independently to Party A’s transaction
object which is in compliance with the usage of loan.


 


2. For the determination of payment ways,
see Article 27 of the Contract for more information.


 




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3. Party B has, in its own sole discretion,
the right to determine the ways of payment for the loan fund under the contract in accordance with the laws, the rules and regulations,
regulatory systems and internal rules and regulations as well as the relevant data provided by Party A; and also has the right
to adjust the payment conditions of loan fund, for which Party A has no objections.


 


4. Party A should be regarded to successfully
utilize it immediately once the loan fund is transferred into Party A’s settlement account, and Party A should perform its
obligation of repayment under the contract. Party A should be liable for any consequences arising from the enforcement measures
taken by the competent authority, including but not limited to frozen account and deduction after the loan fund is transferred
into Party A’s settlement account. Moreover, Party A is still obliged to perform the repayment obligation of the principal
together with the interest and should compensate Party B with all the losses arising there-from.


 


5. For payment by Party B under entrustment,
Party A should provide the transaction data including the power of attorney for payment and commercial contract as required by
Party B, while Party B should be responsible for reviewing the above-mentioned data and carries out the formalities of granting
the loan for Party B after being reviewing. Otherwise, Party B has the right to refuse the granting of loan.


 


6. The review made by Party B for the above-mentioned
data does not mean that Party B has confirmed the authenticity of Party A’s transaction as well as its legality and compliance
nor mean that Party B is required to assume the obligations and liabilities for Party A due to Party B’s intervention into
Party A and its transaction counterparty or any third party’s dispute or demand. Party B will not assume any liabilities
for Party B’s failure to complete the payment under entrustment in time due to the inauthenticity, inaccuracy or incompleteness
of data provided by Party A, and Party A’s obligation of repayment incurred under the contract will not in any way be affected.


 


7. Refund See Article 28 of the contract
for more information.


 


8. Party A should not dispose of the loan
fund paid under entrustment in any ways (including but not limited to transfer or appropriation). All the risks, liabilities and
losses arising from the failure to pay, the error in paying or delay in paying the loan fund due to Party B’s mistake, should
be wholly assumed by Party A. In addition, all the losses incurred by Party B should be compensated by Party A.


 


9. Party A should not violate the provisions
of the contract in avoiding the payment by Party B under entrustment in the way of breaking the whole into parts.


 


10. For the payment by Party A independently,
Party A should provide the relevant data including commercial contract, proving the authenticity of transaction background. If
Party A fails to provide prior to the granting of the loan due to some objective reasons, Party A should supplement the above-mentioned
data within 30 days after the granting of the loan with the consent of Party B.


 


11. For payment obligation of independent
payment, see Article 29 of the contract for more information.


 


12. If Party A faces the decrease in its
credit status, its main business profitability, the abnormality in usage of loan fund or any other illegal acts or has any of new
regulatory requirements promulgated by the banking regulatory authority, both parties should supplement the conditions for granting
the loan and payment through negotiations or Party B directly stop granting and paying the loan fund.


 




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Article 6 Repayment


 


I. Principle of Repayment


 


Any repayment made by Party A under the
contract should be, firstly, used to discharge all kinds of expenses which should be assumed by Party A and have been advanced
by Party B, as well as the expenses arising from the realization of Party B’s creditors and guaranteed rights; and the remaining
of the repayment should be firstly discharged in accordance with the principle of paying the interest prior to the principal hereof.


 


II. Payment of Interest


 


Party A should pay the due interest to
Party B at the settlement date of interest. The first payment date of interest should be the first settlement date of interest
after the loan is granted. The interest, together with the principal of the loan should be paid off after the loan is due.


 


III. Ways of Payment See Article 30 of
the contract for more information.


 


IV. Repayment Account


 


Party A authorizes Party B to deduct the
amount repayable from the settlement account (that is, the repayment account. For the repayment account, see Article 31 of the
contract for more specific information) opened by Party A at Party B’s system. If the account for deduction under entrustment
is an account opened in the name of third person other than Party A, the third person should issue a signed power of attorney,
authorization Party B to deduct the amount repayable of Party A from the account. Party A should deposit the amount repayable in
full into the repayment account prior to each repayment date of interest and principal. If the repayment account is frozen or suspended
payment, Party A should carry out the formalities of repayment at the counter of Party B without delay.


 


V. Account of Fund Withdrawal


 


Party A should, at the request of Party
B, designate the account of fund withdrawal (for the account of fund withdrawal, see Article 32 of the contract for more specific
information), Party B should conduct regulatory control over the account and have the right to deduct the amount repayable directly
from Party A, and Party A should, at the request of Party B, provide the information on the flow into and out of the account of
fund withdrawal.


 


Article 7 Repayment in Advance 


 


I. When Party A repays the interest in
advance, Party A should inform Party B of it.


 


II. When Party A repays the principal in
advance, such repayment should be in compliance with the provisions of Article 33 of the contract, Party A can fully or partially
repay the principal and the interest of the loan with the consent of Party B.


 


For the principal repaid by Party A in
advance, the interest should be calculated at the number of days for its actual usage and the interest rate as stipulated by the
contract.


 


III. If Party A repays the loan in advance,
Party A should carry out the formalities for repayment at the business counter or other channel designated by Party B.


 


Article 8 Extension of the loan


 


If Party A requires to extend the loan,
such extension should meet the provisions as stipulated in Article 34 of the contract. If the loan is extended with the review
and consent of Party B, the loan under the contract may be extended correspondingly only after the parties sign the relevant extension
contract provided that a written opinion to continually provide the security is obtained from the guarantor. As the continual of
the contract, the formalities of change for insurance and guarantee should be carried out correspondingly as the request of Party
B.


 


If Party A fails to apply for such extension
or such extension applied does not obtain the approval, its loan should be dealt with in accordance with the provisions for overdue
loan as of the following day of its due date.


 




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Article 9 Guarantee of Loan See
Article 35 of the contract for more information.


 


Article10 Party A’s representations
and warranties


 


I. Party A represents as follows:


 


1. Party A is a duly registered and lawfully
existing company and has the full capacity for civil rights and the capacity for conduct required to sign and perform the contract.


 


2. Signing and performance of the contract
is the expression of Party A’s true meaning and to have obtained the legal and effective authorization required in accordance
with the Articles of Association or any other internal management documents. Moreover, such signing and performance thereof will
not breach any agreements, contracts and other legal documents which may be binding upon Party A. Party A has obtained or will
obtain all the approvals, permits, filing or registration required to sign and perform the contract.


 


3. All the documents, financial statements,
vouchers and any other data provided by Party A to Party B under the contract are true, complete, accurate and effective.


 


4. The transaction background applied by
Party A to conduct businesses is true and lawful but not for any illegal purposes including money laundering.


 


5. Party A does not conceal to Party B
any matters which may affect its or the guarantor’s financial status or capacity to perform the contract; and


 


6. For any other matters represented by
Party A, see Article 36 (1) of the contract for more information.


 


II. Party A warranties as follows:


 


1. To submit to Party B its financial statements
(including but not limited to annual statement, quarterly statement and monthly statement ), as well as any other relevant data
on a regular basis or in time at the request of Party B, and the financial statements are true, accurate, complete and effective;


 


2. To provide to Party B all the documents
and data relating to the loan at the request of Party B, actively cooperate with and assist Party B in performing the contract
and using such credit loan, provide all the information on inspection, investigation and supervision of production operation, fund
and financial activities as they are (including the information before and after the loan); undertake to cooperate with Party B
in managing and paying the loan, post-loan inspection and relevant inspection and management works based on the methods of China
Banking Regulatory Commission (CBRC) (or any other statutory financial regulatory authority) concerning management of loans; and
provide the borrower with the true information on payment and transfer of the loan;


 




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3. Party A warranties to pay the loan fund
according to the contract rather than avoid the payment by Party B under entrustment via the ways incl. breaking the whole into
parts. At the same time, Party A warranties to accept and actively cooperate with Party B in managing and monitoring all kind of
accounts as stipulated in the contract. When Party B finds any abnormal changes in the flow of fund out of the above-mentioned
accounts, Party B has the right to ask Party A to explain and Party A should warranty to provide relevant written explanations
within two (2) working days after Party B provides such requirements. If there is any abnormal conditions in Party A’s fund
withdrawal which may affect the source of repayment, Party B has the right to decide unilaterally whether to take back the loan
in advance.


 


4. Party A warranties to provide the relevant
accurate documents and data involving the loan fund at the request of Party B in time when applying for the utilization according
to the contract. If Party A breaks the contract in making the payment to its transaction counterparty or Party B suffers from any
losses due to Party A’s failure to provide the above-mentioned data or the provision of any false data, Party A should all
the liabilities arising there-from and compensate Party B with such losses.


 


5. If Party A has entered into or will
enter into a counter guarantee agreement or similar agreement with the guarantor under the contract in respect of the obligations
warranted by it. The agreement will not prejudice any of Party B’s rights under the contract;


 


6. If Party A changes its legal representative
(person in charge), address or business address, Party A should inform Party B of such change in written form in advance. If there
are any other conditions occurring which may affect Party A or the guarantor’s financial status and the capability to perform
the contract, including but not limited to close down, suspension of business, dissolution, revocation, (applied) application for
bankruptcy, guaranty seized, major lawsuit involved or arbitration case or the person in charge involved in any illegal criminal
activities, or difficulties in its operation or becoming worse in financial status or Party A may have any event of default under
any other contract, Party A should inform Party B of that in written form immediately.


 


7. If there are any conditions occurring
that may affect Party A or the guarantor’s financial status and the capability to perform the contract, including but not
limited to any kinds of changes in any form such as schism, merger (acquisition), joint operation, joint venture, cooperation,
contracting, leasing, reorganization, restructuring, mode of business including the plan for listing, decrease in registered capital,
equity transfer, shareholding reform; external investment, sales, donation, leasing, lending, transfer, mortgage, pledge or otherwise
disposal of major assets, whole or partial assets; undertake major liabilities, substantially increase of debt financing, or new
major liabilities created for the guaranty, Party A should obtain the approval from Party B in advance.


 


8. Party A warranties that its production
operation as well as its relevant acts will comply with relevant provisions, including but not limited to industry policies, fiscal
taxation policies, market access, environmental assessment, energy-saving and emission reduction, energy consumption and pollution
control, resource utilization, land and urban planning as well as labor safety. If Party A breaches one of the above-mentioned
or there are any of the above-mentioned risks occurs, Party A agrees that Party B has the right to take the measures including
the suspension of granting the loan, taking back the loan in advance, disposal of / pledging of he property in advance, Party A’s
addition or consumption of energy or pollution;


 


9. The order of Party A discharging Party
B’s debt should be precedent over its loan from Party A’s shareholder and not lower than the debts similar to other
creditors;


 




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10. Party A should not dispose of its own
assets by lowering its own capability to discharge the loan and undertakes that the total amount guaranteed externally and the
amount guaranteed separately should not exceed the limits as stipulated by its Articles of Association;


 


11. Party A warranties to Party B that
it will repay the principal of the loan together with the interest on schedule, and assume and pay all the relevant expenses arising
from the conclusion of the contract, performance of the contract and settle of the disputes, including but not limited to notarization
fee, assessment fee and counsel fee as well as the litigation costs, execution fees and attorney’s fees arising from the
realization of creditor’s rights; and


 


12. For any other matters undertaken by
Party A, see Article 36 (2) of the contract for more information.


 


Article 11 Default and Disposal


 


I. Expected Default and Disposal


 


If Party B has any conclusive evidences
proving that Party A has one of following conditions before granting the loan under the contract, Party B may stop performing the
contract:


 


1. Party A’s business conditions
has become seriously deteriorated;


 


2. Party A has transferred its property
or secretly withdrawn its fund to avoid its credits;


 


3. Party A (including its legal representative)
has lost its commercial reputation or is facing major lawsuit and / or arbitration;


 


4. Any other conditions which have lost
or may lose its capacity to perform its obligation of repayment.


 


If Party A fails to restore its capacity
to perform its obligation of repayment and also fails to provide Party B with any proper guarantee within 30 days after Party B
stops performing its obligation, Party B may terminate the contract.


 


II. Party A’s Event of Default
and Disposal


 


1. If there is one of following matters,
Party A should constitute or be regarded as Party A’s event of default under the contract.


 


(1) Party A fails to perform the payment
and settlement obligation to Party B in accordance with the loan agreement;


 


(2) Party A fails to use the obtained fund
for the agreed purpose or the withdrawal of funs fails to meet the agreements ;


 


(3) Party A fails to the loan fund according
to the contract or avoid the payment by Party B under entrustment via the ways of breaking the whole into parts;


 


(4) Party A breaches its representation
and warranties;


 


(5) Even if any condition occurred under
the contract may, in the opinion of Party B, affect Party A or the guarantor’s financial status or the capability to perform
the obligations under the contract, but Party A fails to provide a new guarantee and replace the guarantor as required ;


 


(6) Party A and the guarantor have any
event of default and other event of cross event under any other contract made by and between Party B or other institution of Bank
of Dongguan Co., Ltd.;


 


(7) Party A fails to make any written statement
on the abnormal change of fund flow in the relevant accounts under the contract within the prescribed deadline;


 


(8) Party A fails to provide any data and
documents related to the loan and the loan fund as they are;


 




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(9) Party A terminates its business or
the event of dissolution, revocation or bankruptcy occurs;


 


(10) Other conditions including the conditions
of Party A’s business has deteriorated seriously; Party A transfers its property, or withdraw its fund to avoid its debts;
Party A (including its legal representative) has lost its commercial reputation or is facing major lawsuits or arbitrations; has
lost or may lose its capacity to perform the obligation of repayment;


 


(11) If the guarantor violates any provisions
in the guarantee contract, Party B believes in its own discretion that such violation is sufficient to endanger the realization
of the creditor’s rights under the contract;


 


(12) Party A is punished by the relevant
government departments due to its poor environmental and social risk management; Party A is strongly questioned by the public and
/ or media for its poor environmental and social risk management; any other events of default including the event of cross defaults
as agreed by Party A and Party B in environmental and social risk management; and any reasonable statements, guarantees and commitments
made by Party A regarding environmental and social risk management have not been seriously fulfilled; and


 


(13) Other conditions which may, in the
opinion of Party B, endanger the safety of other creditor’s rights.


 


2. In the event that a breach of contract
as stipulated in the preceding paragraph occurs, Party B has the right to take the following measures separately or at the same
time depending on the specific situation:


 


(1) To change the ways of paying its loan
fund;


 


(2) To require Party A and the guarantor
to correct their breach of contract within a time limit;


 


(3) To wholly or partially adjust or reduce,
suspend or terminate the limit of Party A’s granting credit;


 


(4) To wholly or partially suspend or terminate
the acceptance of Party A’s application for such businesses including the utilization under other contracts made by and between
Party A and Party B; and to wholly or partially suspend or terminate issuing or carrying out the formalities of granting credit
which has not approved;


 


(5) To announce the outstanding granting
credit and other accounts payable under any other contract by and between Party A and Party B wholly or partially due immediately;


 


(6) To terminate of business or dissolution,
cancellation or bankruptcy of Party A ;


 


(7) To ask Party A to compensate Party
B for any losses caused by its breach of contract;


 


(8) Only with prior or subsequent notice,
Party A can deduct the amount from the account opened by Party A at Party B and other institution of Bank of Dongguan Co., Ltd.,
in order to wholly or partially discharge Party A’s debts owed to Party B under the contract. Any undue accounts should be
considered to be due earlier. If the account currency is different from the valuation currency for granting credit of the specific
credit business under the contract, when the valuation currency for granting credit of the specific credit business under the contract
is the same currency as the account currency but falls into different currency, the valuation currency of the specific credit business
under the contract should be converted according to the spot exchange rate promulgated by Party B at any time point of the day
when the amount is deducted. When the valuation currency of the specific credit business under the contract is a kind of foreign
currency but the account currency is RMB, the valuation currency of the specific credit business under the contract should be converted
according to the selling price of spot exchange promulgated by Party B at any time point of the day when the amount is deducted.
When the valuation currency of the specific credit business under the contract is RMB but the account currency is a kind of foreign
currency, the valuation currency of the specific credit business under the contract should be converted according to the buying
price of spot exchange promulgated by Party B at any time point of the day when the amount is deducted;


 




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(9) To exercise the right of guaranty;


 


(10) To ask the guarantor to assume the
responsibility for guarantee;


 


(11) To adopt the stricter payment management
means or methods than before; include it and its major associated parties into the key monitoring scope of payment; list it into
the backlist and submit it to the regulatory authority and the credit-granting organism; and


 


(12) Other measures taken which Party B
thinks it necessary or possible.


 


III. If Party B is unable to perform the
contract to grant the loan due to any changes in national credit policies after Party B and Party A have entered into the contract,
Party B should not be regarded as a breach of contract.


 


Article 12 Reservation of Rights


 


During the performance of the contract,
if Party A delays performing its obligations under the contractual, or if Party B imposes any tolerance or grace on any breach
or delay of Party A, it should not impair, affect, or restrict all the rights which Party B should enjoy in accordance with the
contract and the laws, regulations and rules and Party B should be regarded to have permitted or given acquiescence for any default
acts nor to have waived the right to take any actions against Party A’s current or future breach of contract.


 


Article 13 Information Protection and
Exceptions


 


I. Party B should properly take care of
Party A’s information, financial information and other relevant materials submitted by Party A in performing its obligations
under the contract, in order to ensure that it will not be illegally tampered with, abused, sold or used unless otherwise stipulated
by other laws, regulations and rules or disclosed by Party B to any third party in accordance with the contract.


 


II. Party B has the right to provide the
information on the contract and other relevant information to the People’s Bank of China Credit Information Basic Database
or any other legally established credit databases in accordance with the relevant laws, regulations and rules or other regulatory
documents or the requirements of financial regulatory authorities, in order to be enquired and used by the appropriately qualified
institutions or the individuals. Party B also has the right to enquire about the relevant information on Party A through the People’s
Bank of China Credit Information Basic Database or any other legally established credit databases, for the purposes of the conclusion
and performance of the contract.


 


III. Party B may disclose to any potential
assignee or any other person who may make a contract with Party B the relevant information on Party A as Party B may think appropriate
for the contract.


 


Article 14 Notarization


 


If any party to the contract asks for notarization,
the contract should be notarized at a notary office stipulated by the state, and the notarial fees should be borne by Party A.


 


Both parties A and B agree and confirm
that, the contract will become an enforceable creditor’s right instrument once notarized by a notary office. When Party A
fails to pay off the principal and interest of the debt owed to Party B on schedule and any other expenses payable or breaches
the obligations under the contract, Party B has the right to apply for enforcement to the people’s court with jurisdiction,
and Party A agrees to accept the enforcement unconditionally, and renounces its right of defense.


 




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Article 15 Party A and Party B undertake
that, in order to reach and / or perform the contract, its and its related director, senior executives, employees, agents or consultants
have never violated and will not violate any relevant laws, regulations and rules as well as the disciplinary inspection requirements
nor provide any payment or transfer of value directly or indirectly to any governmental official, other party to the contract,
any relevant third party and its associated persons, including director, supervisor, senior executives, employees, agents or consultants
of its associated party; and the payment or transfer of such value has a commercial bribery, accepts or has an acquiescence of
kickbacks or achieves some purpose in any other illegal or improper ways or has an influential effect, including but not limited
to monetary funds, tangible / intangible assets, services , employment, business opportunities, etc.


 


Party A and Party B confirm that, if a
party suffers from any damages due to other party’s violation of the foregoing provisions, the party should assume the corresponding
liabilities for its breach of contract. If such breach constitutes a crime, it will be transferred to the judicial authority.


 


If Party A and its working staff find that
Party B’s working staff violates the regulations in carrying out the business and misleads the customer in the course of
business, holds back without permission or keeps such important information and items including the customers’ password and
bank card, ID card, handbook, real estate certificate and so on; receives from the customers and asks for any commercial briberies
including the rebates from any customer, intermediary fees, service fees and other property in private while acting for the customers
in managing wealth, funds and stock transactions in violation of the rules; asks the customers to provide any benefits or any conveniences
to their specific related persons, embezzles and misappropriates the customers’ funds, property and does any other acts to
violate the honest disciplines, Party A should promptly report or complain it to Party B. Party A can make feedback or complaints
to Party B through any of the following channels: (1) 24-hour service hotline: 40011- 96228; (2) email for online complaint: hzbgs@dongguanbank.cn;
and (3) address for letter complaint: Department of Supervision, Bank of Dongguan, No. 21 Tiyu Road, Dongguan City, Guangdong Province.


 


Article 16 Effectiveness of Contract,
Change, Cancellation and Termination 


 


I. The contract should take effect as of
the date when both parties sign or seal the contract respectively, till the principal of the creditor’s rights under the
contract, the interest, default interest, compound interest, compensations, the cost required to realize the creditor’s rights
and all other fees payable under the contract have been wholly discharged.


 


II. The invalidity or unenforceability
of any clause hereof will not affect the validity and enforceability of any other clauses nor impair the effectiveness of the entire
contract.


 


III. After the contract becomes effective,
neither Party A nor Party B can change or terminate the contract ahead of time without authorization.


 


The contract can be changed or amended
in written form with negotiations of both parties. Any change or amendment will constitute an integral part of the contract.


 


IV. The change and dissolution of the contract
will not affect the rights of both parties to claim damages, nor affect the effectiveness of the contract relating to the provisions
of dispute settlement.


 


Article 17 Special Prompts


 


Party B should take reasonable measures
to remind Party A of paying more attention to exception clauses or restriction clauses under the contract, and make full explanation
to the relevant clauses at the request of Party A. Both Party A and Party B have no objection to the understanding of all the contents
of the contract.


 


【For any other clauses, see the printed
(completed) clauses for more information】


 




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The Printed (Completed) Clauses of Working
Capital Loan Contract


 


Contract No .: D. Y. (0100) 2018 N.
D. G. L. D. Zi, No. 023346.


 


Article 18 The parties to the contract
are as follows:


 


Party A (borrower): Guangdong CarHouse
E-Commerce Technology Co., Ltd.


 


Address: Rm. 4801-4810, Taishang Building,
No. 11 Dongguan Avenue, Huolianshu Community, Dongcheng District, Dongguan City


 


Legal Representative / Person in charge:
Jiang Haitao Title: Legal representative


 


Business License No.: 91441900764929776P


 


Party B (Lender): ​​Bank
of Dongguan Co., Ltd. Zhongxinqu Branch


 


Address: 1F, Non-governmental Finance
Building, No. 111 Guantai Road, Nancheng District, Dongguan City 


 


Legal Representative / Person in charge:
Wu Xuefeng Title: Person in charge


 


Tel.: ************** Fax: **************
Postal Code: 523000


 


Article 19 Place of Signing: Nancheng
District, Dongguan City


 


Article 20 Amount of Loan


 


Party B has, at the request of Party A,
agreed to grant the following loan to Party A: Currency: RMB; Amount: (in capital words) RMB Two million Yuan only (in
figures) ¥2, 000, 000. 00.


 


Article 21 Term of Loan


 


The period of loan will be valid from November
28, 2018 to November 27, 2019.


 


The information on actual term of loan,
date of granting loan, amount of loan and interest rate of loan should be subject to the contents recorded in the transfer and
deposit voucher of the loan under the contract (the receipt for the loan, the same below), to which Party A has no objection. The
contract may correspond to multiple receipts of the loan.


 


Article 22 Usage of Loan


 


The loan under the contract is used only
to pay for the goods.


 


The working capital loan under the contract
should not be used for investment in fixed assets and / or equity, etc. nor used for the fields and usages of production and operation
prohibited by the State. Party A should provide the information such as commercial contracts that can prove the usage of the loan.
Party A should not change the usage of the loan without the written consent of Party B.


 


Article 23 Interest Rate


 


I. Interest Rate of Loan


 


The interest rate of the loan under the
contract is the annual interest rate.


 


The conversion formula for the interest
rate of Hong Kong dollar and British pound: monthly interest rate = annual interest rate / 12, and daily interest rate = annual
interest rate / 365.


 


The conversion formula for the interest
rate of any other currency: monthly interest rate = annual interest rate / 12, and daily interest rate =annual interest rate /
360.


 


The interest rate of loan under the contract
is the 1st one of the following interest rates:


 


1.The fixed interest rate, that is, 6.96%,
the interest rate remains unchanged during the term of the loan;


 




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2. The adjustable interest rate, that is,
/ % (upwards/ downwards) floating on the basis of / (benchmark interest rate / LIBOR / HIBOR) , plus / minus /
base point (1 base point = 0.01%). When the benchmark interest rate / LIBOR / HIBOR changes, Party B may adjust the benchmark
interest rate of the same grade in the new same term as the original floating range, and the difference point according to the
provisions under the contract. Party B will not notify Party A and the guarantor of such adjustment separately. The first one
of the following methods is adopted to determine the adjustment method of interest rate for the loan:


 


(1) Adjustment of daily interest rate corresponding
to value date


 


The interest rate will be adjusted every
/ (1/3/6/12) months as of the value date. The date of interest rate adjustment is the date corresponding to the first date
of interest rate adjustment in the adjustment month. If there is not a date corresponding to the first date of interest rate adjustment
in the adjustment month, the last day of the adjustment month is the date of interest rate adjustment.


 


(2) Adjustment of fixed daily interest
rate


 


As of the value date, the first date of
interest rate adjustment will be determined as the / day of the first / month after the loan is granted, and the
interest rate will be adjusted every / (1/3/6/12) months after the first date of interest rate adjustment. The date of interest
rate adjustment is the date corresponding to the first date of interest rate adjustment in the adjustment month. If there is not
a date corresponding to the first date of interest rate adjustment in the adjustment month, the last day of the adjustment month
is the date of interest rate adjustment.


 


3. The floating interest rate, that is,
/ % (upwards/ downwards) floating on the basis of benchmark interest rate / LIBOR / HIBOR, plus / minus / base point
(1 base point = 0.01%), the interest rate of the loan will vary together with the change of benchmark interest rate. The date of
interest rate adjustment is referred to as the date of benchmark interest rate adjustment and Party B will not notify Party A and
the guarantor of it separately.


 


4. Others: / .


 


II. Default Interest


 


The default interest rate under the contract
is the annual interest rate.


 


1. If Party A fails to use the loan according
to the usages agreed under the contract, the default interest should be charged for the part of the loan used in violation of the
contract during the period of default at the applicable interest rate for the loan at that time plus 100%.


 


2. If Party A fails to repay the loan on
schedule or perform the obligation of repayment under the contract, the default interest should be charged for the overdue loan
during the overdue period at the applicable interest rate for the loan at that time plus 50%.


 


3. If Party A fails to use the loan in
accordance with the usages agreed in the contract or does not repay the loan on schedule, it should be punished severely.


 


III. The so-called benchmark interest rate
under the contract refers to the interest rate of the loan with the same term promulgated by the People’s Bank of China on
the value date; thereafter, when the interest rate of loan or the default interest rate is adjusted in accordance with the foregoing
provisions of the contract, the benchmark interest rate is the interest rate of the loan with the same term promulgated by the
People’s Bank of China at the same day as the adjustment date; if the People’s Bank of China does not promulgate the
interest rate for the loan wit the same term any longer, the benchmark interest rate refers to the interest rate of the loan with
the same term publicly recognized by the interbank or promulgated by Party B on the date of interest rate adjustment, unless otherwise
agreed by both parties.


 


Libor refers to the London interbank offered
rate while Hibor refers to the Hong Kong interbank offered rate.


 




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IV. The interest for the loan should be
calculated from the date when the loan is transferred to Party A’s account. The interest for the loan under the contract
should be calculated on a daily basis. If Party A is unable to pay the interest on schedule, the compound interest should be calculated
and collected from the following day on. For the interest that Party A does not pay on schedule (including the interest corresponding
to the principal of the loan wholly or partially due announced by Party B in advance, and the default interest, the compound interest
should be calculated from the overdue date to the date when all the amounts are fully discharged.


 


V. Settlement of Interest


 


1. When the benchmark interest rate changes,
Party B may adjust it according to the adjustment ways of interest rate agreed under the contract, the new benchmark interest rate
for the loan with the same term and the original floating range and will not inform Party A of it any longer. If the interest rate
of the loan is adjusted in the same interest period, the interest will not be calculated by segments;


 


2. The interest for the loan under the
contract should be settled on a monthly basis and the date of interest settlement should be the 20th day of every
month; and


 


3. For the one-off repayment of principal
and interest, the date of repayment of principal and interest should be the settlement date.


 


VI. If Party A violates any provision or
commitment under the contract, Party B has the right to adjust the floating range of interest rate for the loan as 100%
upwards floating of benchmark interest rate (of benchmark interest rate / LIBOR / HIBOR), plus / minus / base point
(1 base point = 0.01%). The floating range of adjusted interest rate will no longer be adjusted.


 


VII. During the validity period of the
contract, if the State implements the control over and intervention in the interest rate of loan, the method of benchmark interest
rate determination, the method of interest rate calculation and settlement and the floating range of interest rate, it is necessary
for Party B to adjust the above-mentioned provisions of the contract without further consent of Party A, that is, Party B can modify
the provisions of the contract concerning the interest rate in accordance with the latest national regulations promulgated by the
State.


 


VIII. The interest as stipulated in the
contract includes VAT, and the VAT rate is 6%.


 


Article 24 Application Date of Utilization


 


Party A’s first application date
of utilization must be no later than May 4, 2019; and its last application date of utilization must not later than November
4, 2020.


 


Article 25 In addition to meeting
the requirements as stipulated in Article 5 (2) hereof, it must be also meet the provisions as stipulated in current clause.


 


Article 26 Party B is entrusted
to pay the loan funds via the bank settlement account opened by Party A at Party B (account name: Guangdong CarHouse E-Commerce
Technology Co., Ltd. and account No.: **************).


 


Article 27 Determination of Payment
Method


 


I. If any of the following conditions is
met, the method of payment by Party B under entrustment should be adopted.


 


1. Where the payment object is clear and
the amount of single payment is more than / (including);


 


2. Where the payment object is clear and
the amount of single payment exceeds / % of the loan amount (including) under the contract;


 


3. Payment of full amount under entrustment.


 


II. If any of the following conditions
is not met, the method of payment by Party A independently may be adopted with the consent of Party B.


 




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Article 28 Refund


 


If the method of payment by Party B under
entrustment is adopted, and the refund occurs in the opening bank of Party A’s transaction counterparty so that Party B cannot
successfully pay the loan fund in time at the entrustment of Party A, Party B will not assume any liabilities for that and Party
A’s obligation of repayment which has generated under the contract will not be affected any more. For the refunded amount,
Party A should resubmit the power of payment attorney and relevant documents within 1 bank working day after receiving such
refund notice.


 


Article 29 Reporting Obligations of
Independent Payment


 


If the payment by Party A makes independently
is adopted, the information on the payment of loan fund should be summarized and reported to Party B within / days (in the
end of current month / current quarter) after such independent payment is made and the relevant data documents, including but not
limited to bank statement and payment voucher, should be also submitted as required by Party B.


 


Article 30 Method of Repayment


 


If the loan under the contract is a medium-
and long-term loan, Party A should repay Party B’s loan by installments, at least once every six months.


 


1. The above-mentioned loan should be repaid
according to the 3rd one of the following methods:


 


(1) Repayment method of equal principal
and interest;


 


(2) Repayment method of equal principal;


 


(3) One-time repayment of principal and
the payment of interest by installments on maturity; and


 


(4) One-time repayment of principal and
interest on maturity; and


 


(5) Other method of repayment: / .


 


2. If the repayment method of equal principal
and interest, the repayment method of equal principal or one-time repayment of principal and the payment of interest by installments
on maturity is adopted, Party A should repay the principal and interest of the loan by installments on a monthly basis (monthly
/ quarterly / semi-annual / yearly) since the loan is granted. There are 12 installments for the loan and the 20th
day of every month (monthly/ quarterly / semi-annual / yearly) is the repayment date. If the granting date does not correspond
to the repayment date, the amount at the first installment and the last installment should be calculated according to the number
of actual days.


 


If Party A needs to change the repayment
plan, Party A should apply it to Party B 30 bank working days prior to the date of interest settlement or the expiration
of the loan and such change of repayment plan should be confirmed by both parties in written form.


 


Article 31 Repayment Account


 


The information on the account of repayment
settlement as stipulated in Article 6 (4) is detailed as follows: Account name: Guangdong CarHouse E-Commerce Technology Co.,
Ltd. and account No.: *************).


 


Article 32 Account of Fund Withdrawal


 


The information on the account of fund
withdrawal as stipulated in Article 6 (5) is detailed as follows: Account name: Guangdong CarHouse E-Commerce Technology Co.,
Ltd., account No.: ************* and opening bank: Bank of Dongguan).


 




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Article 33 If Party A repays the
principal in advance, it must submit a written application to Party B 30 bank working days in advance.


 


Article 34 Loan Extension


 


If Party A requires the loan to be extended,
it should submit a written application to Party B 60 days before the loan under the contract is due.


 


Article 35 Loan Guarantee


 


I. For the debts owed by Party A to Party
B under the contract, Party A and Party B agree that the following guarantee method should be adopted for the loan: (1) Guarantee
Contract for Maximum Amount (Contract No.: D. Y. (0100) 2018 N. Z. G. B. Zi, No.: 027027 ); (2) Guarantee Contract for Maximum
Amount (Contract No.: D. Y. (0100) 2018 N. Z. G. B. Zi, No.: 027030 ); (3) Mortgage Contract for Maximum Amount (Contract
No.: D. Y. (0100) 2015 N. Z. G. D. Zi, No.: 023023) and (4) Mortgage Contract for Maximum Amount (Contract No.: D. Y.
(0100) 2015 N. Z. G. D. Zi, No.: 023021), as well as any other guarantee ways as stipulated in the relevant guarantee contracts.


 


II. If Party A or the guarantor has an
event which may, in the opinion of Party B, affect its ability to perform the contract, or the guarantee contract becomes invalid,
cancelled or revoked, or the economic conditions of Party A or the guarantor becomes worse or Party A or the guarantor is involved
in a major lawsuit or arbitration, or its ability to perform the contract may be affected due to other reason, or the guarantor
has any default under the guarantee contract or any other contract signed with Party B, or the guaranteed property is depreciated,
damaged, lost or closed down, so as that the guaranteed value weakens or is lost, Party b has the right to ask and Party A has
the obligation to provide a new guarantee, replace the guarantor or take back the loan in advance.


 


Article 36. Other Matters Represented
and Warrantied by Party A


 


In addition to the representations made
for the matters as stipulated in Article 10 (1) hereof, Party A should also make the representations as follows:


 


/ 


 






 





 



 


In addition to the warranties made for
the matters as stipulated in Article 10 (2) hereof, Party A should also make the warranties as follows:


 


/ 


 



 





 






 


☒ (This is an optional clause. If
applicable, tick √ in the □; if not applicable, tick X in the □ ) Party A represents and warrants that there
are no major lawsuits related to environmental and social risks; undertakes to comply with all the codes of conduct and performance
compliance in respect to environmental and social risks; undertakes to establish and perfect a sound internal management system
for the environmental and social risk; stipulates in details the responsibilities. Obligations and punishment measures for the
relevant responsible personnel; undertakes to establish and perfect an emergency response mechanism and take measures for environmental
and social risks ; undertake to set up special departments and / or designate specialized personnel to take the charge in environmental
and social risk matters; undertakes to cooperate with Party B or any third party recognized by it in assessing and inspecting the
borrower’ s environmental and social risks; undertakes to make appropriate response or take other necessary actions in face
of strong doubts about the performance of the public or other stakeholders in controlling environmental and social risks; undertakes
to urge any vital associated parties to strengthen management, thus preventing from the infection of environmental and social risks
of associated parties; and undertakes to perform any other matters which may, in the opinion of Party B, be associated with the
control of environmental and social risks.


 




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Article 37 ☒ (This is an optional
clause. If applicable, tick √ in the □; if not applicable, tick X in the □) Party A should fully report to Party
B all relevant conditions immediately: all kinds of permits, approvals, and approvals related to environmental and social risks
during the process of construction, construction, operation and shutdown; the assessment and inspection made by the environmental
and social risks by the environmental and social risk regulatory authority or the institution recognized by it to Party A’s
environmental and social risks; supporting construction and operating conditions of environmental facilities; discharge and compliance
of pollutants; the safety and health of employees; major complaints and protests from neighboring communities against Party A;
major environmental and social claims; and any other major conditions that may, in the opinion of Party B, be associated with environmental
and social risks.


 


Article 38 ☒Disclosures for
the related transactions made within the group to which Party A is affiliated. (This is an optional clause. If applicable, tick
√ in the □; if not applicable, tick X in the □)


 


I. Party A falls into the group customers
recognized by Party B in accordance with the Guidelines of Commercial Banks for the Risk Management of Group Customer Credit-granting
Business. Party A should report to Party B the conditions of any related transaction that accounts for more than 10% of Party A’s
net assets, including but not limited to:


 


1. The relationship between the parties
to the transaction;


 


2. The transaction item and the nature
of transaction;


 


3. The amount of the transaction or the
corresponding proportion; and


 


4. Pricing policies (including transactions
without amounts or only with a symbolic amount).


 


II. If Party A has one of the following
circumstances, Party B has the right to unilaterally decide to stop paying Party A the loan which has not been used yet, recover
the principal and interest of loan wholly or partially in advance and take other measures according to law:


 


1. To provide any false materials or conceal
important operating and financial facts;


 


2. To change the original usage of the
loan without the consent of Party B, misappropriate the loan or engage in illegal transactions or illegal trading by making use
of bank loans;


 


3. To discount, pledge or cash out any
bank fund or granting-credits by making use of false contracts with related parties or the creditor’s rights including bills
receivables and accounts receivable which have no real trading backgrounds;


 


4. To refuse to accept Party B’s
supervision and inspection to the usage conditions of its credit fund and relevant operating and financial activities;


 


5. To have any major merger, acquisition
and / or reorganization, etc. which may, in the opinion of Party B, affect the safety of loan;


 


6. To intentionally evade the claims from
the bank through related transactions; and


 


7. Other major defaults determined by Party
B.


 


Article 39 Party A does not use
the funds received for the agreed purpose, and the conditions of fund withdrawal does not meet the agreement or the financial indicators
agreed by Party A: / .


 




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Article 40 Applicable Law and Resolution
of Dispute


 


I. The conclusion of the contract, effectiveness,
interpretation, performance and dispute resolution should be applicable to the Laws of the People’s Republic of China.


 


II. Any dispute arising from the performance
of the contract should be firstly settled by Party A and Party B through negotiations; if such negotiation fails, it may be settled
through the 1st one of following methods:


 


1. To file a lawsuit to the People’s
Court where Party B is located or apply for enforcement;


 


2. To file a lawsuit to the place where
the contract is signed or apply for enforcement;


 


3. Through the ways of arbitration, submit
it to / (filled in with the name of the Arbitration Committee) for □public trial □ written trial; if a written
trial is selected, the trial should be conducted by a sole arbitrator.


 


4. Others: / ______________________________________________________________________________________


 


If the dispute does not affect the performance
of other terms and conditions under the contract during the period of dispute resolution, the other terms and conditions hereof
should be continually performed.


 


Article 41 Supplementary Rules


 


I. Following annexes and any other annexes
jointly confirmed by both parties will form an integral part of the contract and have the same legal effect as the contract:


 


1. Application of Utilization \ Application
of Credit-granting Limit;


 


2. Power of Payment Attorney (if any);


 


3. Loan receipts or vouches or other creditor’s
rights and debt certificates; and


 


4. / _____________________________________________________________________________________________


 


II. Party A hereby confirms that all the
documents including notices, instruments and letters issued by Party B, the judiciary or arbitration authority to Party A, including
but not limited to the instruments for the first instance, second instance, retrial, enforcement procedures and arbitration as
well as the letter sent by Party B to Party A for debt calls and / or the notice announcing that the loan is due ahead of time,
may be sent by registered mail, facsimile, by courier or in any other form of communication. The relevant documents should be sent
to the address as follows:


 


Party A’s address: Rm. 4801-4810,
Taishang Building, No. 11 Dongguan Avenue, Huolianshu Community, Dongcheng District, Dongguan City


 


Postal Code: 523000 Attention: Jiang
Haitao


 


Tel.: 13602314140 Fax: / _______________________


 


If there is any change in the above-mentioned
matters, the related party should notify Party B of it in written form within 5 days after such change. Otherwise, the documents
including various kinds of notices and letters which are addressed to the above-mentioned address should be deemed to have been
served.


 


If Party A cannot receive the legal instruments
due to the inaccurate service address confirmed by Party A, or failure to inform Party B of the changed service address for confirmation
according to the procedures or the condition that Party A or its designated recipient refuses to sign and receive it, Party A should
solely assume any legal consequences arising from such ineffective service. If served by mail, the date on which the document is
returned should be deemed as the date of service; if it is served directly by a court or the arbitration authority, the date on
which the person states the situation on the service certificate should be deemed as the date of service; if the service is served
directly by Party B’s working personnel, the date when the relevant information on the recipient’s address are recorded
should be deemed as the date of service; and if sent by fax, the date indicated in the successful receipt should be deemed as the
date of service .


 




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III. If Party B needs to entrust any other
institution of Bank of Dongguan Co., Ltd. to perform its rights and obligations under the contract due to business needs, or assign
the credit-granting business under the contract to any other institution of Bank of Dongguan Co., Ltd. to undertake and manage,
to which Party A expresses its consent. The other institution of Bank of Dongguan Co., Ltd. authorized by Party B, or the other
institutions of Bank of Dongguan Co., Ltd. that undertakes and manages the credit-granting business under the contract should have
the right to exercise all the rights under the contract, and also have the right to lodge a lawsuits to the court or submit an
arbitral award or apply for enforcement with respect to disputes under the contract in the name of the institution .


 


IV. The contract is made in duplicate,
one of which should be kept by Party A and Party B respectively, and / by the relevant registration department
for filing, and which will have the same legal effect.


 


Article 42 Other Provisions (if
the blank space is insufficient, additional pages may be added)


 


I. Party A should use the settlement
account opened at Party B as its major bank settlement account, so that the sales proceeds formed by Party B’s credit-granting
funds must be withdrawn to the account and be subject to Party B’s supervision; Party A should not make any external mortgages
(pledges) over its core assets including machinery equipment, inventory and the accounts receivables without the written consent
of Party B during the period when Party B is paid off. During the credit-granting period of Party B, the newly-increased credit-granting
conditions made by Party A in any other banks should not be superior to Party B. Otherwise, Party A must pay back the loan to Party
B in advance.


 


II. Prepayment


 


(1) In case of prepayment, the lender
should be notified of it in written from 30 days in advance and the lender has the right to charge the liquidated damages against
the borrower or ☑ exempt the borrower from the liquidated damages due to prepayment.


 


(2) If the lender charges the liquidated
damages due to prepayment, the liquidated damages should be collected from the borrower in one time in accordance with the monthly
interest rate for the loan as stipulated in the contract. The formula for the liquidated damages is: Liquidated damages = The amount
of prepaid principal x the remaining repayment installment of the loan (calculated on a monthly basis. If less than a month, it
should be calculated as one-month standard) x the monthly interest rate for the loan under the contract.


 


(3) After Party A uses the credit-granting
limit for the first time, Party B should carry out the settlement business if the limit reaches the financing proportion within
half a year. (Guangdong CarHouse E-Commerce Technology Co., Ltd. [Corporate seal affixed here])


 


(There are no texts below)


 




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(The page is used as signatory page)


 


Party A (signature and seal) [Corporate seal
affixed here]


 


Legal representative (person in charge)


 


Or authorized agent (signature or seal) /s/
Haitao Jiang


 


Guangdong CarHouse E-Commerce Technology Co.,
Ltd.(seal)


 


Party B(signature and seal): [Corporate seal
affixed here]


 


Legal representative (person in charge)


 


Or authorized agent (signature or seal) /s/
Xuefeng Wu


 


Bank of Dongguan Co., Ltd. Zhongxinqu Branch
(seal)


 


Date of Signing: November 28, 2018


 


/s/ Witnesses of Bank of Dongguan Co.,
Ltd. Central District


 


Complaint and Supervision Hotline of Bank
of Dongguan Co., Ltd.: 40011 – 96228


 


 


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