**Article 2 Varieties and Amount of Trade Finance Amount**Party B agrees to provide a total trade finance amount, the maximum of which shall be less than(currency) USD (amount in capital letters) SIX MILLION ONLY, wherein, the involvedvarieties and amount of each sub-item are as follows:1. The equivalent amount for issuing a sight L/C with property in goods controllable by Party B(currency and amount in capital letters): USD SIX MILLION ONLY;2. The equivalent amount of issuing a sight L/C with property in goods uncontrollable by Party B(currency and amount in capital letters): USD SIX MILLION ONLY;3. The equivalent amount of issuing a usance L/C with an acceptance term less than 90 (ninety) days(including 90 days) (currency and amount in capital letters): USD SIX MILLION ONLY;4. The equivalent amount of issuing a usance L/C with an acceptance term of 90 (ninety) days(included) (currency and amount in capital letters):    /   ;5. The equivalent amount of the trust receipt loan under L/C (currency and amount in capitalletters): USD SIX MILLION ONLY;6. The equivalent amount of the trust receipt loan not under L/C (currency and amount in capitalletters): USD SIX MILLION ONLY;7. The equivalent amount of the shipping guarantee (currency and amount in capital letters):   /   ;8. The equivalent amount of the packing loans (currency and amount in capital letters):    /   ;9. The equivalent amount of the export bills negotiation (currency and amount in capital letters):   /   ;10. The equivalent amount for negotiation of drafts under L/C (currency and amount in capitalletters):    /   ;11. The equivalent amount for bill of exchange discounted / receivable buy-in under usance L/C(currency and amount in capital letters):    /   ;
 

 
12. The equivalent amount of the export bills of collection facility under document against payment(D/P) (currency and amount in capital letters):    /   ;13. The equivalent amount of the export bills of collection facility under document againstacceptance (D/A) (currency and amount in capital letters):    /   ;14. Others: The equivalent amount of overseas prepayment under L/C and non L/C (currency andamount in capital letters): USD SIX MILLION ONLY.**Article 3 Effective Period of Trade Finance Amount**I. The effective period of the amount of the Contract shall be from 29 June 2010 to 28June 2011 (hereinafter referred to as “Amount Effective Period”).II. While the Amount Effective Period expires, the amount shall terminate spontaneously and unusedamount shall be invalid spontaneously.III. For every trade finance within the Amount Effective Period, the expiration date of Party A’sdebt performance period shall not be restrained by the expiry of the Amount Effective Period.Single trade finance business approved by Party B during the Amount Effective Period shall continuebe exercised in accordance with the Contract and attachment thereof or other relevant legaldocuments, the creditor’s right and debt incurred thereby shall not be influenced by the expirationof the Amount Effective Period.**Article 4 Interest and Fees**I. The starting date, expiry date, amount, interest rate, interest accrual basis, interest settlingbasis, types or scopes of fees, rate, fee calculating basis and fee payment basis of single tradefinance business under the Contract shall be determined according to the stipulations of relevantlegal documents on single business, and for those could not be agreed through negotiation, Party Bhas the right to deny the application of Party A.LIBOR refers to the interbank offered rate of the foregoing period and currency offered by suchfinancial telecommunication terminals as Reuters and issued by British Bankers Association (BBA) at11:00 a.m. (London Time) 2 (two) business days of bank before loan or financing or before theinterest rate adjustment date.HIBOR refers to the interbank offered rate of the foregoing period and currency offered by suchfinancial telecommunication terminals as Reuters and issued by Hong Kong Association of Bankers(HKAB) at 11:30 a.m. (Hong Kong Time) 2 (two) business days of bank before loan or financing orbefore the interest rate adjustment date.
 

 
II. Party A shall, under the Contract, pay or bear the following fees for Party B:(I) Amount management fee, charged by    /    % of the total amount;(II) Fees actually incurred by Party B on handling each business under the Contract;(III) Fees incurred by Party B on demanding related parties for payment in order to withdraw suchpayment under L/C, bank note and guarantee related to the amount;(IV) Other fees agreed by both parties hereof.**Article 5 Usage of Trade Finance Amount**I. Party A may, within the trade finance amount stipulated by the Contract and during the effectiveperiod of the trade finance amount, apply for the amount usage for every business in writing, andall trade finance businesses shall be conducted for Party A by Party B with the approval thereof.II. Except that Party B waives all or parts, Party B is obliged to provide trade finance for PartyA only if the following pre-conditions are met:(I) Where Party A has, according to relevant laws and regulations, settled all the relevantapproval, registration, payment, insurance and other legal formalities;(II) Where the guarantee fulfilling the requirement of required Party B has been effective and willcontinue be effective;(III) Where Party A has not violated any stipulation hereof;(IV) Where Party A has paid the amount management fee which shall be paid by Party A to Party Bhereunder;(V) Where other documents deemed necessary by Party B have been provided;(VI) Where the application for the trade finance amount by Party A has been approved by Party B;(VII) Where other pre-conditions exist: the effective period of one single transaction shouldnot be over 90 days.III. At any time point within the Amount Effective Period hereunder, the sum of amount principalbalances actually taken up by all single businesses shall not exceed the total trade finance amountand the sum of amount principal balances taken up by all single businesses under all sub-itemamount shall be less than the said sub-item amount.
 

 
**Article 6 Legal Documents Related to the Contract**I. In the event that Party A applies for the use of the trade finance amount hereunder to Party B,Party A shall sign Appendices 1 and 2 with Party B. The appendices sealed by the officialseal or designated contract seal of Party A and Party B shall become an indiscerptible part of the Contract and shall be legally binding against both parties hereof. Neither party hereof can objectthe legal validity of each relevant appendix on the basis that the appendices have not yet beensigned by both parties hereof.1. Appendix 1: Special Agreement on L/C Issuance.2. Appendix 2: Special Agreement on Trust Receipt Loan.3. Appendix 3: Special Agreement on Delivery Guarantee.4. Appendix 4: Special Agreement on Packing Loan.5. Appendix 5: Special Agreement on Negotiation of Drafts under L/C.6. Appendix 6: Special Agreement on Export Bills Negotiation.7. Appendix 7: Special Agreement on Export Collection Facility.8. Appendix 8: Special Agreement on Bill Discounted / Receivable Buy-In under usance L/C.9. Others.II. In the event that Party A applies for trade finance business from Party B, Party A shall submitthe following relevant business application letters, which, approved by Party B, shall become anindiscerptible part of the Contract and relevant appendices hereunder and shall be legally bindingagainst both parties hereof:1. The application letter for L/C issuance which shall be submitted by Party A when applying forL/C issuing business;2. The application letter for trust receipt loan which shall be submitted by Party A when applyingfor trust receipt loan business;3. The application letter for delivery guarantee which shall be submitted by Party A when applyingfor delivery guarantee;4. The application letter for packing loan which shall be submitted by Party A when applying forpacking loan business;5. The application letter for negotiation of drafts under L/C which shall be submitted by Party Awhen applying for negotiation of drafts under L/C business;
 

 
6. The application letter for export bills negotiation which shall be submitted by Party A whenapplying for export bills negotiation business;7. The application letter for export collection facility which shall be submitted by Party A whenapplying for export collection facility business;8. The application letter for bill discounted / receivable buy-in under usance L/C which shall besubmitted by Party A when applying for bill discounted / receivable buy-in under usance L/Cbusiness;9. Others:    /.III. Party A shall, upon applying for issuing usance L/C and sight L/C with property in goodsuncontrollable by Party B, delivery guarantee and trust receipt loan, submit trust receiptsaccording to the requisition of Party B.**Article 7 Rights and Obligations of Both Parties**I. Party A has the right to demand Party B to keep the relevant materials and business secret onproduction and operation provided by Party A confidential, unless otherwise stipulated by legaladministrative regulations and rules, required by competent authorities or agreed by both partieshereof.II. Party A shall, according to requisition of Party B, provide relevant planning statistics,financial statements and information on production and operation situations and ensure thetruthfulness, completeness and effectiveness of information and situations provided. If Party A isa group client, Party A shall report the situations of connected transactions equivalent to morethan 10% of net assets of Party A in a timely manner, including (1) related relationship among eachtransaction parties; (2) transaction item and transaction nature; (3) amount or relative ratio ofthe transaction; and (4) pricing policy (including transactions without amount or with only nominalamount).III. Party A shall actively cooperate with and consciously accept the inspection and supervision ofParty B on Party A’s production and operation, financial activities and amount usage statushereunder.IV. While Party A is involved in situations that are believed by Party B to influence the normalproduction and operation of Party A, Party B has the right to adjust until the unused trade financeamount of Party A is cancelled.V. Party A shall open a RMB or foreign currency account in Party B and shall entrust Party B toconduct import and export trade settlement business, import and export trade finance business andother banking settlement business.
 

 
VI. Party A shall utilize the account according to the agreement by both parties hereof.VII. Party A shall fulfill or pay off liabilities during the agreed period.VIII. Party A shall bear the risk of exchange rate. When the sum of amount occupied by Party A willexceed or has exceeded the amount stipulated hereby due to the risk of exchange rate, Party Ashall, upon receiving notice from Party B, provide guarantee recognized by Party B in a timelymanner. When the sum of amount occupied by Party A will exceed or has exceeded the amountstipulated hereby due to the change of exchange rate, Party B has the right not to conduct tradefinance business for Party A any more.IX. Party A shall not withdraw capital, transfer assets or make use of connected transactions inorder to evade the debt against Party B. Furthermore, Party A shall not use false contract withconnected parties and discount or pledge a bank with such creditor’s right without actual tradebackground as bank note receivable and bills receivable to acquire capital or credit from the bank.X. Upon alteration of such information on industrial and business registration of Party A as name,Statutory Representative (Principal), address, scope of operation, registered capital or articlesof association, Party A shall notify Party B immediately after the alteration and enclose withrelevant materials on alteration.XI. Party A shall ensure not to sign any contract with any third party that lead to the detrimentof rights and interests of Party B under the Contract.XII. Before all liabilities hereunder are paid off, Party A shall not, without written consent ofParty B, provide guarantee to any third party with assets made up of the amount provided by PartyB.XIII. Where loss is imposed to Party B due to disputes incurred by the basic contract or because ofthe third party, Party A shall bear the liability for the loss.XIV. Party A declares that upon execution of the Contract, it is not engaged in any activity orthere is no situation which it is in contravention of any law, regulation or rule regardingenvironmental protection, energy saving, improvement of pollution, and undertakes that after theContract has been executed, it will abide by the relevant law, regulation or rule regardingenvironmental protection, energy saving, improvement of pollution; if the declaration of Party A asaforesaid is false or the aforesaid undertaking has not been implemented, or if there is a riskthat Party A is engaged in energy wastage or pollution, Party B has the right to stop giving creditto Party A (including but not limited to refusal of disbursement of loan, provision of finance, issue of letter of guarantee or L/C or banker’s acceptance bill, etc) or to declare acceleration ofmaturity of loan (including but not limited to loan, trade
 

 
finance, prepayment which has been made or is likely to be made, etc.), or take any action which the Contract has stipulated or otherremedial measures that the laws allow.**Article 8 Liabilities for Breach of Contract and Remedial Measures for SituationsJeopardizing Party B’s Creditor’s Right**I. Situations and liabilities of Party B for breach of contract(I) If Party B breaches regulations of the Contract, the appendices of the Contract and relevantbusiness applications approved by Party B, Party A may require Party B to perform obligations inaccordance with the agreement;(II) If Party B violates prohibitive stipulations of national laws and regulations to collectinterest and fees that shall not be collected from Party A, Party A has the right to require PartyB to return the above collected.II. Situations of Party A for breach of contract(I) Where Party A breaches any stipulation of the Contract, the appendices of the Contract andrelevant business applications approved by Party B or violates any legal obligations;(II) Where Party A expressly states or demonstrates through action that any obligations under theContract, the appendices of the Contract or relevant business applications approved by Party B willnot be performed.III. Situations that may jeopardize the creditor’s rights of Party B(I) Where any one of the following situations believed by Party B to jeopardize the creditor’srights security hereunder: contracting, trusting (taking-over), leasing, shareholding systemtransformation, reduction of registered capital, investment, joint operation, combination, merger,acquisition and restructuring, separation, joint venture, being applied / applying for businesssuspension, applying for dissolving, being rescinded, being applied / applying for bankruptcy,alteration of controlling shareholders / actual controllers or transfer of material assets,production suspension, business closing, being imposed a large sum of fine by competentauthorities, registration being voided, business license being invalidated, involving into materiallegal disputes, serious production and operation difficulties or worsening financial status andinability of Statutory Representative or major Principal to normally perform responsibilities ofParty A;(II) Where any one of the following situations believed by Party B to jeopardize the creditor’srights security hereunder: failure to perform other due liabilities (including due liabilitiesagainst institutions of China Construction Bank at any levels
 

 
or other third parties), transfer of property at a low price or without any consideration, reduction or remission of liabilities againsta third party, delay of exercising creditor’s rights or other rights, or provision of guarantee toa third party of Party A;(III) Where shareholders of Party A abuse the independent status of corporate or limitedliabilities of shareholders to evade liabilities and Party B believes that the creditor’s rightshereunder may be jeopardized;(IV) Where any pre-conditions of Party B to provide trade finance for Party A stipulated in theContract, the appendices of the Contract and single trade finance business has not been sustainablymet;(V) Where one of the following situations is incurred to the Guarantor and is believed by Party Bto jeopardize the creditor’s rights hereunder:1. Where the Guarantor breaches any stipulation under the contract of guarantee or makes anystatement that is false, wrong and omissive against the guarantee items;2. Where contracting, trusting (taking-over), leasing, shareholding system transformation,reduction of registered capital, investment, joint operation, combination, merger, acquisition andrestructuring, separation, joint venture, being applied / applying for business suspension,applying for dissolving, being rescinded, being applied / applying for bankruptcy, alteration ofcontrolling shareholders / actual controllers or transfer of material assets, productionsuspension, business closing, imposed a large sum of fine by competent authorities, registrationbeing voided, business license being invalidated, involving into material legal disputes, seriousproduction and operation difficulties or worsening financial status and inability of StatutoryRepresentative or major principal to normally perform responsibilities may affect the guaranteebearing ability of the Guarantor;3. Where the Guarantor is imposed with other situations that may render the Guarantor to lose or belikely to lose the guarantee ability.(VI) Where one of the following situations is incurred to mortgage and pledge and is believed byParty B that the creditor’s rights hereunder may be jeopardized:1. Where damage, loss and value reduction of mortgaged or pledged property are incurred by thebehavior of a third party, due to state commandeering, confiscation, expropriation, withdrawalwithout consideration, demolition and relocation, change of market conditions or any other reasons;2. Where mortgaged property or pledged property is sealed up, distrained, frozen, deducted,retained, auctioned, monitored by administrative authorizations or the ownership thereof isdisputed;
 

 
3. Where the Mortgager or the Pledger breaches any stipulation under mortgage contract or makes anystatement that is false, wrong and omissive against the guarantee items;4. Where there are other situations that may jeopardize the exercise of mortgage right or right ofpledge by Party B.(VII) Where the guarantee is not tenable, not yet effective, ineffective, being rescinded ordischarged, or the Guarantor breaches contract or expressly states or demonstrates through actionthat it will not perform its guarantee liability, or the Guarantor loses parts or all of theguarantee ability, or the guaranty’s value reduces, which is believed by Party B that thecreditor’s rights security hereunder may be jeopardized; or(VIII) Where other situations that are believed by Party B that the creditor’s rights securityhereunder may be jeopardized.IV. Remedial measures of Party BIn the event of one of the situations stipulated in the aforesaid Articles 2 or 3, Party B has theright to exercise the following one or several rights:(I) Adjusts or terminates Party A of the usage on the trade finance amount hereunder or any singleamount correspondingly;(II) Declares that the liabilities of Party A under the Contract and the appendix of the Contractare due immediately and requires Party A to reimburse the principal, interest and fees of all dueand undue liabilities under the Contract and the appendix of the Contract;(III) Collects penalty interest and compound interest;(IV) Exercises guarantee right; and(V) Other remedial measures, including but not limited to:1. Withdraws corresponding payments in RMB or other currencies from Party A’s account in ChinaConstruction Bank (Asia) system (including but not limited to margin account) and a prior noticefor Party A is not necessary;2. Requires Party A to provide new guarantee fulfilling the requirements of Party B for allliabilities under the Contract and the appendices of the Contract;3. Unilaterally discharges or terminates the Contract and/or the appendices of the Contract;
 

 
4. Remedial measures of Party B under the appendices of the Contract.**Article 9 Other Provisions**I. Bearing of feesParty A shall bear such fees on lawyer services, insurance, assessment, registration, custody,determination, notarization, etc. related to the Contract and the Guarantee under the Contract,unless otherwise stipulated by both parties hereof.Party A shall bear all the fees actually incurred for the exercise of creditor’s rights by Party B(including but not limited to litigation fees, arbitration fees, property preservation fees,traveling expenses, execution fees, assessment fees, auction charges, notary fees, delivery fees,publication fees, legal costs and etc.)II. Use of information of Party AParty A agrees that Party B may inquire for the credit status of Party A from the credit data baseapproved to be established by People’s Bank of China and administrative department of creditinvestigation or relevant units and departments as well as that Party B may provide Party A’sinformation to the credit database approved to be established by People’s Bank of China andadministrative department of credit investigation. Party A further agrees that Party B may fairlyuse and disclose Party A’s information upon business necessity.III. Announcement for collectionIn the event that Party A falls into arrearage of loan principal and interest or is involved intoother situations of breach of contract, Party B has the right to notify relevant departments orunits and has the right to publish announcement for collection through news media.IV. Validity of evidence recorded by Party BUnless reliable and ascertained counter-evidence is provided, the internal account entry of Party Brelated to such contents as principal, interest, fees, payment records, etc. and receipts andvouchers incurred in the process of such businesses for Party A as withdrawal, payment and interestpayment and records and vouchers on Party B’s debt collection made or reserved by Party B bothconstitute the valid evidence that certifies the credit relationship between both parties hereof.Party A shall not lodge any objection only due to that the abovementioned records, entry, receiptsand vouchers are made or maintained by Party B unilaterally.V. Reservation of Rights
 

 
The rights of Party B under the Contract shall not influence or exclude any rights enjoyed by PartyB according to laws, regulations and other contracts. Any leniency, grace, offers or postponementof exercising any rights under the Contract for any breach of contract or delay shall not be deemedas a waiver of rights and interests under the Contract or a permission or recognition on anybehavior breaching the Contract, as well as that shall not limit, impede and hinder the continuousexercise of such right or the exercise of any other rights, and shall not result in Party B bearingobligation and responsibility against Party A.VI. Except the liabilities under the Contract, Party A shall bear other due liabilities againstParty B, and Party B shall has the right to collect payments in RMB or other currencies in theaccount opened by Party A in the China Construction Bank (Asia) System for paying off any due debtand Party A shall agree not to lodge any objection.VII. In the event that the correspondence address or contact method of Party A has been changed,Party A shall notify Party B in writing immediately. The loss incurred by failure of notificationshall be undertaken by Party A.VIII. Collection of payablesFor all payables of Party A under the Contract, Party B shall has the right to collect relevantpayments in RMB or other currencies in the account opened by Party A in the China Construction Bank(Asia) System without prior notice to Party A. For those needing formalities for settlement, salesand remittance or foreign exchange, Party A is obliged to assist Party B and shall bear the risk ofexchange rate.IX. Dispute settlementWhere a dispute occurs in the fulfillment of the Contract, it may be settled through negotiation orby Method One listed as follows if the dispute cannot be settled through negotiation:Method One: File a lawsuit to the People’s Court in the locality of Party B.Method Two: Submit to    /    Arbitration Commission (the place of arbitration is    /    )for arbitration according to the current and effective arbitration rules upon the application. Thedecision of the arbitration is final which shall be binding for both parties hereunder.During the period of litigation or arbitration, the articles of the Contract not involved in thedispute shall still be performed.X. Conditions for the Contract to be effective
 

 
The Contract shall be effective after being signed and sealed with the official seal (or designatedcontract seal) by the Statutory Representative (Principal) or Authorized Agent of Party A and byPrincipal or Authorized Agent of Party B.XI. The Contract shall be made in 4 originals.XII. Other Agreed Items: 1. the beneficiary of the L/C should not be a related company;  2. the credit rating of Party A by Party B should not be lower than AA;  3. the debt over assets ratio of Party A should not be over 50%.XIII. During the effective period of the trade finance amount and within the amount of the tradefinance amount, all legal documents of both parties hereunder constituting the credit relationship(including but not limited to the appendices of the Contract, relevant business applications, allkinds of vouchers, etc.) are part of the Contract.**Article 10 Chop used by Party B**Party A confirms: After the Contract be effective, regarding the actual fulfillment (all orpart(s)) of the Contract, debt collection, litigation / arbitration, Party B has the right to useits official seal, relevant business seal or designated contract seal on the relevant materials orvouchers.**Article 11 Statement Clauses**I. Party A understands clearly the operation scope and authorization limit of Party B.II. Party A has read all the clauses of the Contract. Upon the requisition of Party A, Party B hasgiven corresponding clause explanations on the Contract. Party A has completely and fullyunderstood the implications of the clauses hereof and the corresponding legal consequences.III. The signing and fulfillment of the obligations hereunder by Party A meet the stipulations oflaws, administrative regulations, rules and articles of association or internal organizationaldocuments of Party A and has been approved by the internal competent organizations of the Companyand/or state competent authorities.Party A (Official Seal):