Exhibit 10.40


 


Domestic Factoring Contract with Recourse


 


[Unofficial English Translation]


 


No.: QT20201118000264181


 


Applicant: United Time Technology Co.,
Ltd. (hereinafter referred to as “Party A”)


Address: F2.64D-403, Tianzhan Building,
Tianan Cyber Park, Futian District, Shenzhen


Legal Representative: Bao Minfei


Tel: 0755-86512180


 


Factoring Agent: TCL Commercial Factoring
(Shenzhen) Co., Ltd. (hereinafter referred to as “Party B”)


Address: F37, Pearl River Tower, No.15
Zhujiang West Road, Tianhe District, Guangzhou, Guangdong Province


Legal Representative: Li Jian


Tel: 4008040080


 


Important Notes
for Signing Contract


 


Before signing the contract,
please carefully read, check and confirm the following matters for the benefit of your company:


 


I. Your company has
the right to sign the Contract and has been fully authorized if the consent of others is required according to the law.


 


II. Your company has
carefully read and fully understood the terms and conditions of the Contract, and paid special attention to terms regarding undertaking,
exemption and limitation of responsibilities of TCL Commercial Factoring (Shenzhen) Co., Ltd., and to contents in bold.


 


III. Your company has
fully understood the meaning of terms and conditions of the Contract and the corresponding legal consequences, and is willing to
accept such terms and conditions.


 


IV. Please timely consult
TCL Commercial Factoring (Shenzhen) Co., Ltd. if you have any questions about the Contract.


 


Whereas:


 


Party A intends to assign
its accounts receivable based on the commercial contract to Party B (as the Factoring Agent) in exchange for the factoring services
provided by Party B for Party A. Hence, Party A and Party B have reached an agreement through friendly consultation to memorialize
the Contract.


 


Chapter I Definition


 


Article 1 Unless otherwise specified
in the context, the terms in the Contract shall have the meanings set forth in this clause:


 


	“the Contract”	 	It refers to this Contract and its supplementary agreements, and the annexes that form an integral part of this Contract.
	 	 	 
	“Domestic Factoring Business with Recourse”	 	It refers to that Party B transfers its accounts receivable arising from the transactions with the debtor upon the request of Party A, upon which, Party B provides the multiple or single functional comprehensive business services such as accounts receivable financing, accounts receivable management, accounts receivable collection, etc., without assuming any credit risk of the debtor. If the debtor fails to pay on time for any reason, Party B has the right to exercise the right of recourse against Party A in accordance with the provisions of this Contract.



 






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	“Original Creditor”	 	It refers to the seller who owns the accounts receivable by providing goods and services to the debtor based on the commercial contract with the debtor, i.e. Party A under this Contract.
	 	 	 
	“Debtor”	 	It refers to the buyer who purchases goods or receives services from Party A based on the commercial contract with Party A, and has the obligation to pay for the goods or services under the commercial contract.
	 	 	 
	“Commercial Contract”	 	It refers to the contract for commercial transaction and its annexes signed by Party A, acting as the original creditor, and the debtor regarding sales of goods, provision of services and collection of goods payment.
	 	 	 
	“JDH Platform”	 	It refers to the website (www.jdh.com.cn) and its second-level domains established and operated by JDH Information Tech (Guangzhou) Co., Ltd., as well as the mobile Internet applications (i.e. APP) that have been developed or will be developed from time to time to realize part or all functions of the above website (collectively referred to as “JDH platform”).
	 	 	 
	“Service Agreement”	 	It refers to the JDH Platform Authenticated User Service Agreement and any effective amendments or supplements thereto.
	 	 	 
	“Transfer Date”	 	It refers to the date when the accounts receivable under factoring financing are transferred to Party B. If Party B agrees to provide factoring financing services for Party A after examination, the accounts receivable shall be transferred to Party B on the date when Party A signs the Application for Factoring Financing through the platform.
	 	 	 
	“Post-Assignment Period “	 	It refers to the period from the date of transfer (inclusive) to the date when Party B has received the repayment of all accounts receivable acting as a creditor.
	 	 	 
	“Special payment collection account “	 	It refers to the special account as determined in the Contract that is opened in the name of Party B or Party A for collecting accounts receivable from the debtor.
	 	 	 
	“Principal of Accounts Receivable”	 	It refers to the amount that Party A is entitled to receive from the debtor for its provision of goods or services under the normal performance of the commercial contract, excluding the amount that has been paid by the debtor before Party B accepts the accounts receivable, the sales discount or sales returned profits, fruits, down payment, deposit, insurance benefit, liquidated damages, overdue penalty, damages, compensation and other amounts recognized by Party A and the debtor according to their transaction conditions.
	“Factoring Financing Services”	 	It refers to financing services based on the precondition of legal and effective transfer of accounts receivable, mainly the prepayment of accounts receivable.
	 	 	 
	“Factoring Financing Advance Payment”	 	It refers o all or part of the consideration to be paid by Party B in advance to the creditors of accounts receivable as agreed by Party B for the transferred accounts receivable.
	 	 	 
	“Factoring Financing PrePayment Usage Fee/Use Fee”	 	It refers to the capital occupation fee collected by Party B upon the payment of factoring financing prepayment to Party A.
	 	 	 
	Factoring Financing PrePayment Usage Rate/Use Rate	 	It refers to the ratio of the use fee of factoring financing prepayment to the use fee of factoring financing prepayment, which is the basis for calculating the use fee generated by Party A’s actual use of factoring financing prepayment. The usage rate under the Contract is an annual rate, specifically subject to that set by Party B and displayed on the JDH platform.
	 	 	 
	“Default Interest”	 	It refers to the fine that Party B shall pay to Party A for overdue payment of any of the expenses such as reverse transfer payment, factoring financing advance payment, usage fee and factoring handling fee under the Contract, with penalty interest calculated and collected at the penalty interest rate of 5/10000 per day from the date of overdue payment to the date when Party A pays off all the aforesaid payments.



 






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	“Factoring Financing Quota”	 	It refers to the factoring financing quota approved and granted by Party B for Party A, which has two types: revolving quota and one-time quota.
	 	 	 
	“Factoring Handling Fee”	 	It refers to the operating costs, labor costs and business opportunities incurred by Party B in providing factoring services to Party A, as well as the consideration for managing and collecting accounts receivable under the Contract. The factoring fee will not be refunded once collected.
	 	 	 
	“Force Majeure”	 	It refers to the unforeseeable, unavoidable and insurmountable objective conditions, including but not limited to natural disasters, earthquakes, typhoons, floods, fires, wars, riots, epidemics, government actions, strikes, shutdowns, power outages, communication failures, networking system failures or failures, system failures, equipment failures, etc.
	 	 	 
	“Commercial Disputes”	 	It refers to the circumstances that the debtor raises any objection to the performance of Party A’s obligations under the commercial contract (including but not limited to the quality of the traded commodities, delivery method and term, price, quantity, payment method and commercial dispute resolution method, etc.) and makes claims such as defense on relevant accounts receivable, refusal to pay in full or in part, counter-recourse or offset, etc. or the circumstances that any third party claims rights on the accounts receivable.
	 	 	 
	“The Right of Recourse”	 	It refers to Party B’s right of recourse against Party A in case of any circumstance agreed in the Contract after Party B provides factoring financing services to Party A. The right of recourse against Party A is realized through reverse transfer. At the same time, before Party A pays off all the reverse transfer funds and completes the reverse transfer according to the agreements of the Contract, Party B will remain to be the creditor of the accounts receivable, and has the right to claim compensation from the debtor and require the debtor to pay off all the accounts receivable immediately. Party B has the right to sue the debtor and Party A at the same time and require the debtor to pay off all accounts receivable immediately. Party A shall bear unlimited joint and several liabilities to the extent of Party B’ outstanding reverse transfer amount.
	 	 	 
	“Reverse transfer”	 	It refers to that Party B transfers back the accounts receivable transferred to it and its dependent rights and interests upon sending the Notice of Reverse Transfer of Accounts Receivable to Party A or requests made to Party A to pay the reverse transfer amount in any other ways in any circumstance agreed in the Contract and upon Party A’s full payment of the reverse transfer amount.
	 	 	 
	“Affiliated Parties”	 	It refers to any party which is controlling, commonly controlling the other party, or exercises significant influence over another party, or two or more parties which are under the control, common control or significant influence of the same party. For the avoidance of doubt, the control refers to the management decision that holds 50% or more of the equity of the controlled party or can substantially control the controlled party through other means. The term “significant influences” refers to the power to participate in making decisions on the financial and operating policies of an enterprise, but not to control or do joint control together with other parties over the formulation of these policies.
	 	 	 
	“Day”	 	It refers to natural days (including Saturday, Sunday and legal holidays).
	 	 	 
	“Working Day”	 	It refers to the national statutory working days, in the event that any withdrawal date, repayment date during the contract performance process is a non-statutory working day, it will be postponed to the statutory working day.


 






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Chapter II Assignment of Accounts Receivable


 


Article 2 As
stipulated in the Contract, Party A hereby agrees to submit the Application for Factoring Financing to Party B through the JDH
platform and regard it as all or part of the accounts receivable enjoyed by the Original Creditor under the commercial contract.
When Party A signs the Application for Factoring Financing through the platform, the accounts receivable recorded in the Application
for Factoring Financing will be assigned to Party B (referred to as “assignment” in the Contract).


 


The term “accounts
receivable” mentioned in the Contract refers to the rights and interests related to accounts receivable, including but not
limited to the following rights and interests enjoyed by Party A under the commercial contract at present and in the future:


 


(1) Monetary claim and
proceedings generated therefrom by providing the Debtor with goods or services, including but not limited to the principal of accounts
receivable, as well as fruits, liquidated damages, overdue fines, damages, and compensations generated from the Assignment Date
(including the date), but excluding payment claims arising from negotiable instruments or other securities.


 


(2) Collect the accounts
receivable directly from the Debtor, receive the repayment from the Debtor by itself, and retain the received accounts receivable
as the ultimate owner of the afore-mentioned payments.


 


(3) Take all measures
permitted by law to request the Debtor to make payment, and to the extent permitted by law, ask the Debtor to compensate for expenses
and losses arising from the Creditor’s claim against the Debtor according to the law.


 


(4) Participate in liquidation
or other similar procedures as the Creditor in case that the Debtor is bankrupted, liquidated, closed or in other similar circumstances.


 


(5) Rights to waive,
exempt or postpone the Creditor’s right in full or in part.


 


(6) Any form of security
interests such as guarantee, insurance, advance payment, ownership retention, guarantee of bad debts, conditional sale, priority
and other rights and interests set forth under accounts receivable and used for protecting the accounts receivable, as well as
other rights and interests under other similar arrangements or subject to or inseparable from the Creditor’s rights of accounts
receivable (all kinds of rights and interests mentioned in this paragraph are collectively referred to as “security interests”
in the Contract).


 


(7) Dispose all or part
of rights and interests under accounts receivable, including but not limited to reassigning and creating security interests thereon.


 


(8) Other substantive
and procedural rights of the creditor, including but not limited to the right of defense, right of set-off, jurisdiction of objection,
and plea of limitation.


 


(9) Other rights and
interests entitled to the Creditor of accounts receivable in accordance with laws and regulations.


 


In any case, the assignment
of the afore-mentioned accounts receivable shall not be interpreted as Party B assuming any obligations or responsibilities under
the commercial contract, and Party A shall still assume the its obligations and responsibilities under the commercial contract.


 


Article 3 When
assigning the accounts receivable, Party A shall provide Party B with the following certificates and related documents according
to different types of factoring services to be handled:


 


(1) Commercial Contract:


 


(2) Invoices (special
VAT invoices or other types of state-stipulated invoices).


 


(3) Licenses, certificates
and permits of both parties, as required by Party B.


 


(4) Other conditions
required by Party B


 


(5) For the receipts
not come into being on the date of signing the Contract, Party A shall submit them to Party B as soon as they are formed.


 


When submitting the
Application for Factoring Financing, Party A shall upload the original copies of afore-mentioned documents to JDH platform. Otherwise,
Party B has the right to refuse to provide Party A with any factoring service.


 


Article 4 Party
A shall ensure that the accounts receivable assigned have none of the following circumstances:


 


(1) Based on something
arising out of a contract or act which is not yet effective, invalid, revocable, or undetermined.


 


(2) Exceeding the limitation
of action.


 


(3) Already overdue
or expected to overdue.


 






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(4) Undergoing or expected
to undergo commercial disputes.


 


(5) Accounts receivable
arising from related transactions (except those previously known by Factoring Agent).


 


(6) have been assigned,
guaranteed or have been set as the property in the name of the trust;


 


(7) Subrogation or cancellation
right advocated by the third party.


 


(8) Subject to coercive
legal measures.


 


(9) Having other defects
of right.


 


(10) Not transferrable
according to laws and regulations or basic transaction contracts.


 


Article 5 Registration
of Accounts Receivable Assignment


 


Party B shall be entitled
to register the accounts receivable assignment on the movable property unified registration platform of Credit Reference Center
and other registration platforms required by government departments. Party B shall also be entitled to authorize Party A to pledge
the accounts receivable to Party B and register the pledge on the movable property unified registration platform of Credit Reference
Center, and Party A has the obligation to cooperate; both parties confirm that the relevant registration contract signed to handle
the pledge of accounts receivable by Party A to Party B is and only used for the purpose of handling the pledge registration, and
the pledge registration does not change the real intention of both parties for the accounts receivable assignment.


 


Article 6 Party
A shall immediately notify the Debtor of the accounts receivable assignment when the accounts receivable are assigned. Party A
shall sign the Notice of Accounts Receivable Assignment, and deliver the Notice of Accounts Receivable Assignment to the Debtor
in one of the following ways, and keep relevant delivery records for Party B’s reference at any time and provide it to Party
B.


 


(1) Party A will mail
the Notice of Accounts Receivable Assignment to the Debtor’s business address through EMS (Express Mail Service of China
Post), and keep the mailing voucher, print the signed receipt through EMS official website, and request EMS to return the original
signed receipt by the Debtor.


 


(2) If Party A and the
Debtor agree in written documents to notify the Debtor of the accounts receivable assignment by e-mail or other ways, Party A may
notify the Debtor of the accounts receivable assignment by e-mail, and keep the written documents agreeing on the way of notification
by e-mail and the e-mail for sending the notification of the accounts receivable assignment.


 


(3) Party A obtains
the receipt of the Notice of Accounts Receivable Assignment stamped by the Debtor.


 


Article 7 Assignment
of All Rights


 


(1)
Party A confirms that all subordinate rights and interests of the transferred accounts receivable are assigned to Party B. These
subordinate rights and interests include: 1 the right to
collect the overdue interest, liquidated damages, compensation and late payment fees of accounts receivable; 2 security
interest, 3 insurance interests; 4 the
ownership and recovery rights of goods with retained ownership, or rejected or returned goods; 5 procedural
rights such as litigation rights; and 6 other subordinate
rights and benefits granted to Party A under the laws, regulations or basic transaction contract.


 


(2) For the purpose
of assigning the subordinate rights and interest of the assigned accounts receivable to Party B according to law, Party B is entitled
to require Party A to complete all formalities such as notifying the Guarantor, changing the registration of pledge, changing the
insurance beneficiary and transferring the deposit. Party A is obliged to complete the formalities as soon as possible, and the
expenses arising therefrom shall be borne by Party A.


 


(3) In any case, the
assignment of the assigned accounts receivable shall not be interpreted as that Party B has undertaken any obligation or responsibility
under the basic transaction contract, and Party A shall continue to perform all its obligations to the Buyer under the basic transaction
contract.


 






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Chapter III Factoring Service


 


Article 8 For
the accounts receivable assigned by Party A to Party B, the factoring services provided by Party B to Party A shall be subject
to the contents agreed by both parties.


 


If Party A only applies
for Party B to provide partial factoring services, the contract chapters §ions or annexes corresponding to the unselected
service items shall have no legal effect on both parties.


 


In the Contract, Party
A selects the following factoring services provided by Party B (tick √ to select):


 


(1) √ Accounts
Receivable Financing;


 


(2) √ Accounts
Receivable Management;


 


(3) √ Collection
From Debtors;


 


(4) ☐ Others:
____________


 


Article 9 Party
B shall verify the factoring financing limit and its validity period granted to Party A, which are subject to the Party B’s
setting and the display on the JDH platform. Party B has the right to adjust the factoring financing limit and its validity period
granted to Party A at any time according to various factors such as the state of operation of Party A, and Party A knows that Party
B is entitled to adjust the limit and validity period of the limit at any time, and Party A does not hold any objection.


 


√ This limit is
a revolving limit, which shall not be exceeded by factoring financing amount due from Party A.


 


☐ This limit is
a one-off limit, and the total factoring financing amount obtained by Party A shall not exceed this limit.


 


Article 10 When
Party B applies for the account receivable financing every time, the following conditions shall be met:


 


(1) Under the revolving
limit, the balance due of accounts receivable financing does not exceed the limit of accounts receivable financing; under the non-revolving
limit, the accumulated amount of accounts receivable financing does not exceed the limit of accounts receivable financing;


 


(2) The factoring financing
application is put forward before the account receivable financing limit expires;


 


(3) The assigned accounts
receivable corresponding to the financing application does not involve in situations specified in Article 4 above;


 


(4) The regulation of
the factoring special account for payment collection (if applicable) has been completed as agreed;


 


(5) Both the Buyer and
the Seller are free from serious deterioration of operation status, malicious transfer of properties, loss of reputation or loss
of the ability to pay off the debts;


 


(6) Party A does not
violate any obligation under the Contract;


 


(7) Other preconditions
(if any) required by Party B are all satisfied.


 


Article 11 After
Party B receives the factoring financing application and relevant materials from Party A, Party B will review the application materials
of Party A. Party B shall send a notice on the review results of factoring financing application to Party A through the JDH platform,
and Party A may inquire the results through the JDH platform. If Party B approves it, it shall be deemed that both parties have
reached an agreement on the content of the factoring financing application.


 


Online transaction records,
such as Service Agreement, rules and guidelines of the JDH platform and the factoring financing application approved by Party B,
are an effective part of the Contract, have the same legal effect as the Contract, and together constitute the agreement on the
rights and obligations of both parties.


 


Article 12 Party
B is entitled to evaluate the Debtor’s credit and verify the credit limit for the Debtor.


 


Article 13 Party
B is entitled to change the approved credit limit (including but not limited to increasing or decreasing the credit limit, extending
or shortening the validity period of the credit limit, canceling the credit limit, etc.) according to the change of credit status
of the Debtor or Party A and the payment record of the Debtor. Party B shall notify Party A of the changed credit limit after making
the above change decision.


 




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Chapter IV Recovery of Accounts Receivable


 


Article 14
Party B has the right to take the initiative or require Party A to collect the accounts receivables from Buyer by telephone, letter,
on-site visit and other means according to the maturity date of the transferred accounts receivable and Party A has the obligation
to make payment in time, and assume all expenses incurred from the collection.


 


Article 15
After Party A transfers the accounts receivable to Party B, both parties choose the following [1st] collection method:


 


(1) Party A accepts
the entrustment of Party B to collect the accounts receivable on its behalf, and transfers all the accounts receivable to Party
B’s following accounts on the maturity date of the accounts receivable as specified in the Contract or transfers the accounts receivable
to Party B at any time upon the request of Party B:


 


Party A shall pay to the following
accounts if adopting the offline payment method


 


Opening bank: 2008021219200080060


 


Account Name: TCL
Commercial Factoring (Shenzhen) Co., Ltd.


 


Account Number: Huizhou
Huitai Sub-branch of Industrial and Commercial Bank of China Limited


 


Where Party A applies
to Party B’s cooperative bank for deduction through the JDH platform, the deduction shall be transferred to the following accounts


 


Opening Bank: Huizhou
Huitai Sub-branch of Industrial and Commercial Bank of China Limited


 


Account Name: TCL
Commercial Factoring (Shenzhen) Co., Ltd.


 


Account No.: 2008021219200069962


 


(2) The debtor shall
directly pay the money to the special payment collection account designated by Party B;


 


Party A and Party B
agree to designate the following account as the special payment collection account of debtor and Party A shall clearly state in
the Notice of Transfer of Accounts Receivable that this special account for collection is the only account for collection
and shall not collect any money from the debtor through any other account or by any other means before obtaining the written consent
of Party B:


 


	Deposit Bank:	                  //	 
	 	 	 
	Account Name:	                  //	 
	 	 	 
	Account No.:	                  //	 


 


(3) The debtor shall
directly pay the money to Party B’s account.


 


(4) If the debtor pays
the consideration with the bill, Party A shall cooperate with Party B to entrust the bank designated by Party B for verification
of the bill, and Party A shall be obliged to endorse and transfer the bill to Party B after passing the verification. Party A shall
cooperate with Party B to complete the endorsement and transfer according to Party B’s notice.


 


Article 16
If both parties choose the method (2) of Article 15 of the Contract, both parties agree on relevant matters as follows:


 


(1) Party B has the
right to require Party A to pledge with the funds in the special payment collection account and the funds in the account to Party
B. Once the funds are transferred into the special account for collection, they will be deemed as handed over to Party B for possession
and safekeeping as pledged property. The funds transferred into the special payment collection account at any time shall be considered
as the pledge of Party B. Party B has the right to cancel the pledge of all or part of the funds in the special account for collection,
and the cancellation of the pledge shall not be deemed as Party B’s waiver of the pledge right of the remaining funds in the special
account for collection.


 


(2) During the post-assignment
period, Party A shall not require the debtor to pay any payment under the commercial contract to Party A or a third party by means
other than remitting it to the special account for collection. If the debtor remits any money under the accounts receivable to
Party A’s account, the money shall be owned by Party B regardless of the receipt. Party A hereby promises to hold it on behalf
of Party B only as the trustee of Party B and does not have the ownership of any money paid by the debtor.


 


(4) During post-assignment
period, Party A shall not merge, transfer or cancel the special payment collection account, except at the written request of Party
B or with the prior written consent of Party B.


 






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(5) During the post-assignment
period, Party A shall not withdraw, draw, employ, use or dispose of any balance in the special payment collection account and the
account in any way, or transfer any balance in the special payment collection account to Party A’s other accounts or the accounts
of third parties before obtaining the consent of Party B. Otherwise, Party B has the right of refusal.


 


(6) In order to avoid
ambiguity, Party A hereby agrees that, in the post-assignment period, Party B has the right to transfer the funds in the special
payment collection account to Party B at any time and has the right to reject any act made by Party A to the special payment collection
account that does not conform to the agreements of the Contract. And Party B bears no responsibility to Party A for this.


 


(7) During the post-assignment
period, in the event that all or part of the funds in the special payment collection account are sealed up, frozen, withheld or
subject to any other compulsory measures or supervision according to law by competent authorities within the territory of China,
resulting in Party B’s failure to directly deduct the funds, then Party A shall, according to Party B’s written requirements, pay
Party B the funds equivalent to the amount under seizure, freezing, withholding or other mandatory measures or supervision according
to law in the special payment collection account, except such acts are due to the fault attributable to Party B. Party A hereby
authorizes Party B to directly deduct the equivalent amount from any settlement account opened by Party A in any financial institution.


 


If both parties choose
the (1st) method of Article 15 of the Contract, both parties agree as follows:


 


(1) Party A promises
to accept the entrustment of Party B to collect the accounts receivable on its behalf and transfer all the accounts receivable
to Party B’s account on the maturity date of the accounts receivable.


 


(2) If Party B does
not fully receive the accounts receivable on the maturity date of the accounts receivable, Party B has the right to reverse transfer
the accounts receivable to Party A.


 


Article 17
After the debtor pays on schedule, Party B has the right to give the priority to deduct the factoring handling fees, factoring
financing prepayment, usage fee and other amounts (if any) that should be paid by Party A.


 


Chapter V Reverse transfer


 


Article 18 For
the factoring financing services obtained by Party A upon application to Party B, from the date of transfer (inclusive), Party
B has the right to reverse transfer the accounts receivable transferred under the Contract to Party A and at the same time, Party
B also has the right to choose to require the debtor to perform its debts in case of any of the following circumstances occurring
or existing:


 


(1) Party A’s other
credit business in Party B has such bad behaviors as late payment, advance and interest arrears;


 


(2) Party A has breached
the contract and the specific provisions of the credit business contract;


 


(3) There are false
and untrue transactions in accounts receivable;


 


(4) The basic elements
of accounts receivable are inconsistent with the materials provided by Party A, or the materials provided by Party A are incorrect;


 


(5) Party B does not
get the accounts receivable in full when the accounts receivable are due and the grace period agreed in the Contract expires (if
any);


 


(6) Party A puts forward
request for part or whole reverse transfer to Party B and gets the approval from Party B before the accounts receivable are due;


 


(7) Commercial disputes
or other events that may or actually affect the recovery of accounts receivable occur;


 


In the event of any
of the circumstances mentioned in the preceding paragraph, Party B has the right to take all or part of the following measures
at any time:


 


(1) Anti-transfer the
accounts receivable to Party A and require Party A to pay the anti-transfer amount;


 


(2) Reduce or terminate
the factoring financing quota;


 






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(3) Adjust the type
of factoring financing quota;


 


(4) Party A is required
to bear all reasonable expenses incurred by Party B in realizing the accounts receivable and/or the rights under this Contract
(including but not limited to litigation expenses/arbitration expenses, actual travel expenses, actual legal fees, preservation
guarantee fees, preservation fees, appraisal fees, announcement fees, etc.);


 


(5) Party A is required
to bear joint and several liabilities for the debtor’s obligations under the commercial contract;


 


(6) Adjust Party A’s
other credit lines in Party B;


 


(7) Exercise the security
rights under the Contract.


 


Article 19 The
commercial disputes or other events that may or actually affect the recovery of accounts receivable referred to in the Contract
include but are not limited to the following circumstances:


 


(1) The debtor pays
the accounts receivable to Party A by means other than those agreed in the Contract, but Party A fails to transfer it in full to
Party B after receiving it, which exceeds three working days;


 


(2) Party A violates
the promise or guarantee agreed in the Contract, Party B has the right to terminate the Contract in advance and requires Party
A to reverse transfer the accounts receivable;


 


(3) Before the expiration
of the accounts receivable, the debtor raises a defense on the amount, period, payment terms and payment methods of the accounts
receivable or the debtor raises a defense and claim during the performance of the basic transaction contract, resulting in Party
B’s failure to fully recover the accounts receivable after the expiration of the accounts receivable;


 


(4) There are commercial
disputes arising from the basic transactions between Party A and the debtor, or a third party claims rights over the accounts receivable;


 


(5) Any account receivable
transferred by Party B under the Contract is subject to property preservation or enforcement measures by judicial organs;


 


(6) Accounts receivable
are not effective, invalid, revoked or the effectiveness is pending;


 


(7) The actual payment
date of the usage fee for the factoring financing prepayment of any installment exceeds the maturity date by 3 days;


 


(8) Party A fails to
fulfill the obligations of notifying the transfer of accounts receivable and providing assistance in registration of transfer of
accounts receivable according to Party B’s requirements;


 


(9) Party A or the debtor
has committed a major lawsuit with the subject involved exceeding 30% of the factoring financing prepayment;


 


(10) Party A or the
debtor is subject to administrative punishment that may affect the normal production and operation of the company;


 


(11) The principal,
legal representative or actual controller of Party A or the debtor’s company has committed a major civil lawsuit or is suspected
of committing a criminal crime or has lost contact for more than 10 days;


 


(12) Party A or the
debtor is applying (applied) for suspension of business for rectification, application for dissolution, revocation, is applying
(applied) for bankruptcy, suspension of production, suspension of business, imposition of high fines, cancellation of registration,
revocation of business license by competent authorities;


 


(13) Party A or the
debtor fails to perform any other due debts (including due debts to Party B or other third parties), transfers property at a low
price and free of charge, reduces or exempts the debts of third parties, delays in exercising creditor’s rights or other rights,
etc.;


 


(14) The operating conditions
of Party A or the debtor have seriously deteriorated;


 


(15) Party A or the
debtor has any matter that has a significant adverse impact on the performance of the agreement under the Contract;


 


(16) Party A’s parent
company and the credit enhancer under the Contract (including but not limited to all credit enhancers such as the subjects providing
pledge, mortgage, guarantee, balance supplement, debt addition, transfer guarantee, etc. for accounts receivable and creditor’s
rights under the Contract) are in the situations agreed under Items (9)-(15) above of this Article;


 






    9


     

    

 


(17) The mortgage/pledge
provided by the mortgage/pledge is damaged or lost, and the market price falls, resulting in the guarantee value provided by the
mortgagor/pledgor being lower than the amount of the principal creditor’s rights guaranteed, and the mortgagor/pledgor fails to
provide full guarantee within 10 days from the date of occurrence of such circumstances;


 


(18) Other circumstances
under which Party B believes it necessary to reverse transfer the accounts receivable to Party A.


 


Article 20
Party B shall, after knowing the occurrence of the circumstances listed in Articles 18 and 19 of the Contract, immediately send
a notice to Party A that contains all details and information of commercial disputes or other events that may affect the recovery
of accounts receivable as it knows. Party B has the right to, upon the receipt of or sending the notice, decide to regard the approved
factoring financing as unapproved for the time being, and Party A agrees to accept Party B’s such decision.


 


Article 21
In case of any commercial dispute between Party A and the debtor, Party A shall take all possible measures to resolve the commercial
dispute as soon as possible at its own expense. Party B may provide assistance in solving but shall not intervene in the commercial
dispute between Party A and the debtor. Before the commercial dispute is settled, Party B has the right to suspend the further
release of factoring financing prepayment to Party A, and has the right to reverse transfer the accounts receivable involved in
the commercial dispute to Party A.


 


Article 22
Party B has the right to, based on its own judgment on the severity, adopt the reverse transfer method that it thinks appropriate;


 


(1) If Party B believes,
based on its own judgment, that the transferred accounts receivable are not paid off due to accidental reasons, Party B may only
reverse transfer the outstanding transferred accounts receivable to Party A;


 


(2) If Party B believes,
based on its own judgment, that the transferred accounts receivable are not paid off due to the reasons of individual buyer, Party
B may only reverse transfer the outstanding transferred accounts receivable (including due and undue) against the buyer to Party
A;


 


(3) If Party B, based
on its own judgment, believes that the transferred accounts receivable are not paid off due to Party A’s reasons, Party B has the
right to reverse transfer the outstanding transferred accounts receivable (including due and undue) against all buyers to Party
A.


 


Article 23
In the event of the circumstances agreed in Articles 18 and 19 of this Contract, Party B does not need to pay the balance of factoring
financing prepayment to Party A, but Party A shall pay the reverse transfer payment to Party B. Party B has the right to send the
Notice of Reverse Transfer of Accounts Receivable to Party A, and Party A shall pay the reverse transfer amount to Party
B in full and on time according to the requirements of the Notice of Reverse Transfer of Accounts Receivable. Otherwise,
Party A agrees that Party B has the right to directly deduct money from any account opened by Party A in a financial institution
or from other income funds; If the fund in Party A’s account is insufficient at that time, then Party B has the right to recourse
against Party A by any means and Party A guarantees not to raise any defense for any reason and shall bear all expenses paid by
Party B for this purpose. Party A promises that in the event of the above-mentioned circumstances agreed for reverse transfer,
Party A’s reverse transfer obligations will not be exempted or delayed due to Party B’s failure to send the Notice of Reverse
Transfer of Accounts Receivable. The calculation formula of reverse transfer payment is as follows:


 


Reverse transfer
payment = the amount of factoring financing prepayment paid by Party B to Party A for the corresponding accounts receivable + the
amount of factoring financing prepayment * the actual use days * the use rate/360 + the default interest, liquidated damages, factoring
handling fees and other payables owed by Party A-the accounts receivable that Party B has been paid off under the reverse transfer
accounts receivable


 


Party A shall pay the
reverse transfer funds to the following accounts by means of offline payment:


 


Opening bank: 2008021219200080060


 


Account Name: TCL
Commercial Factoring (Shenzhen) Co., Ltd.


 


Account Number: Huizhou
Huitai Sub-branch of Industrial and Commercial Bank of China Limited


 


Article 24
Upon the completion of the reverse transfer of the transferred accounts receivables on the date when Party A pays the reverse transfer
amount in full according to the above agreements,


 


the accounts receivable
and all dependent rights and interests will be transferred back from Party B to Party A from this date. After the reverse transfer
of the transferred accounts receivable is completed, Party A has the right to require Party B to notify the Buyer of the reverse
transfer of the accounts receivable to Party A at its own expenses and risks arising therefrom (including the risk of failure to
deliver the notice).


 






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Article 25
Before the reverse transfer is completed, Party B shall remain entitled to the transferred accounts and all the dependent rights
and interests, and has the right to require the Buyer to repay the overdue transferred accounts receivable in its own name, and
at the same time require Party A to pay the reverse transfer amount in full according to the above agreements. If either Party
A or the Buyer has fulfilled the payment obligation to Party B, the other party shall be exempted from the corresponding payment
obligation to Party B.


 


Article 26 Before
the reverse transfer is completed, once all the preconditions stipulated in Article 27 of the Contract are met and within the period
stipulated in Article 28 of the Contract and the commercial dispute is settled in favor of Party A (including the approval of the
person responsible for escrowing the debtor’s bankruptcy property). Party B has the right to make the decision to, within the scope
of the favorable results, terminate the reverse transfer of all or part of the accounts receivable involved in the commercial dispute
and re-regard the factoring financing of all or part of the accounts receivable as approved.


 


Article 27
Party B re-regards the factoring financing under accounts receivable involved in commercial disputes as approved on the preconditions
as follows:


 


(1) Party A has fulfilled
its obligation to make continuous efforts to resolve commercial disputes and ensure that commercial disputes can be resolved as
soon as possible;


 


(2) Party A has regularly
and in detail informed Party B of the progress of negotiation, litigation or arbitration;


 


(3) The debtor is required
as the result of the settlement to pay within 30 days from the date of negotiation or the date when the judgment or award takes
effect (brought to law).


 


Article 28
Party B re-regards the factoring financing under the accounts receivable with commercial disputes as approved for the following
period:


 


(1) 180 days in the
event of a negotiated settlement;


 


(2) One and a half years
in the event of a litigation or arbitration;


 


The above term shall
start from the time when Party B issues or receives the notice according to the provisions in Article 20 of the Contract.


 


Chapter VI Party A’s Representations
and Warranties


 


Article 29 Party
A hereby represents, warrants and undertakes to Party B as follows:


 


(1) Party A warrants
to submit all documents and information relating to the accounts receivable to Party B and to have explained the relevant material
information to Party B. Party A guarantees the reality and legality of the transactions under the commercial contract, as well
as the truthfulness, completeness, legality and effectiveness of documents and information submitted by Party A to Party B relating
to the accounts receivable assigned, which is free of any fraud or misleading.


 


(2) As of the Assignment
Date (including the date), Party A has obtained internal and/or relevant permits from governmental authorities required for the
assignment of the accounts receivable. Any assignment made by Party A to Party B under the Contract neither violates any law or
regulation, nor violates any agreement or undertaking binding on Party A.


 


(3) As of the Assignment
Date (including the date), Party A has fully and properly performed all of its obligations under the commercial contract.


 


(4) Regardless of whether
or not party B is or should be aware of or acknowledge that, as of the Assignment Date (including the date), all the receivables
under the accounts receivable have been or will be legally recognized as true and certain in amounts in accordance with the relevant
laws and regulations, accounting standards and the internal accounting system of Party A. All or any part of the accounts receivable
has not any defect, and any part is free from any security or fiduciary interest held by any third party, or has not been assigned
to any third party. Nor will Party A create such an interest or reassign any part of the accounts receivable to any third party
after the Assignment Date.


 






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(5) Party A will fully
perform all obligations and responsibilities under the Contract, such as notifying the Debtor, and will execute all of its warranties,
promises, obligations and responsibilities under the commercial contract in strict accordance with provisions of relevant laws
and regulations and the commercial contract, so that the Debtor is not entitled to raise any defense, counter-claims or set-offs
against any part of the accounts receivable assigned by Party B.


 


(6) As of the Assignment
Date (including the date), the Debtor is not in default of any payment due under the commercial contract and is not in breach of
the commercial contract.


 


(7) As of the Assignment
Date (including the date) and until all rights in the accounts receivable assigned by Party B are fully realized, the Debtor shall
not have any claim against Party A which is prior to or at the same time as the accounts receivable and which will be capable of
being set off against the accounts receivable at the date of the assignment and in anticipation thereof.


 


(8) After Party A applies
to Party B for factoring financing, Party A may not vary, terminate, extend or waive any contents of the Commercial Contract with
the Debtor without the written consent from Party B.


 


(9) When discovers any
change in the Debtor’s legal representative/principal, shareholders, business status, address or creditworthiness and so
on, Party A shall immediately notify Party B.


 


(10) During the follow-up
period after the assignment, Party A shall not merge, transfer or cancel the special account for payment collection, except at
the written request of Party B or with the prior written consent of Party B.


 


(11) During the follow-up
period after the assignment, Party A shall transmit or notify Party B of any documents and materials related to the assigned accounts
receivable received by the Debtor and the Debtor’s violation of the business contract learned by Party A within one working
day from the date of receipt or learning.


 


(12) Party A shall cooperate
with Party B to inquire about the Creditor’s rights to be assigned and go through the assignment registration in the “Publicity
System for Pledge Registration of Accounts Receivable of the People’s Bank of China” in accordance with the relevant
requirements in the Operating Rules for Pledge Registration of Accounts Receivable by Credit Reference Center, the People’s
Bank of China.


 


(13) Party A shall,
at the request of Party B, provide Party B with documents that truly reflect the business and financial situation of Party A and
the Debtor as well as the performance of the commercial contract at any time. In case of any circumstances that may affect the
financial status and performance ability of Party A and the Debtor, including but not limited to any changes in business modes
such as separation, merger, joint venture, joint investment with foreign investors, cooperation, contracted operation, reorganization,
restructuring, and planned listing; reduction of registered capital, major asset or equity transfer, undertaking major liabilities,
dissolution, revocation, application for bankruptcy, acceptance of bankruptcy application, declaration of bankruptcy, revocation
or withdrawal of permission or licenses required for its legal existence and/or operation, and involved in major litigation or
arbitration cases, Party A shall notify Party B within one working day from the date of receipt or learning of such event.


 


(14) If Party A is a
related party of the Debtor, Party A has made a comprehensive and accurate disclosure to Party B.


 


(15) Party B is entitled
to request Party A to assign all its accounts receivable for a specific Debtor to Party B.


 


(16) Party A warranties
to pay Party B the factoring financing principal, interest and other payables on the factoring financing maturity date, and actively
assist Party B to collect from the Debtor as agreed in the Contract.


 


(17) Party A warranties
to pay Party B the payment service fee in full and on time in accordance with the Contract.


 


Chapter VII Liability for Breach of
Contract


 


Article 30 In
case of any of the following circumstances, Party A shall constitute or be deemed to be in breach of the Contract:


 


(1) Violation of any
representation or warranties made by it under the Contract and its annexes, or any representation or warranty made by it under
the contract and its annexes is proved to be untrue, inaccurate, incomplete, illegal, and misleading;


 






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(2) Defects in the authenticity,
legality, completeness and validity of the materials provided to Party B;


 


(3) Party A fails to
pay the principal and interest of financing, factoring expenses or other amounts payable by Party A according to the agreement
in the Contract and its annexes;


 


(4) During the validity
period of the Contract, Party A clearly indicates to Party B that it will not perform the Contract without justifiable reasons,
or Party B has conclusive evidence that Party A will not perform or cannot perform the contract when the performance period of
the Contract comes;


 


(5) The Debtor fails
to pay directly to the special collection account or the collection account agreed by both parties, but pays to other settlement
accounts of Party A or pays to Party A by other payment and settlement instruments, and Party A fails to inform Party B in time
or transfer to Party B as required;


 


(6) Party A fails to
notify Party B in time (within three days after the occurrence of the dispute) after is informed of the occurrence of the commercial
dispute;


 


(7) Party A terminates
its business or applies for bankruptcy, accepts the bankruptcy application, is declared bankrupt, liquidated, dissolved, appoints
an administrator or other similar procedures;


 


(8) Where Party B provides
factoring financing or bad debt guarantee services, Party A defaults under other agreements with Party B;


 


(9) Party A fails to
perform its obligations under the Contract and its annexes, fails to comply with the agreement in performing its obligations under
the Contract and its annexes, or commits any violation of other clauses under this Contract and its annexes;


 


(10) Without Party B’s
written consent, Party A disposes of (including but not limited to transfer to a third party, or waiving of rights, donation, pledge/trust
setting) the receivables transferred in any form;


 


(11) Without Party B’s
written consent, Party A revokes or changes the special factoring collection account agreed under the Contract, or the Buyer is
required or allowed to pay off the transferred accounts receivable in any other form;


 


(12) Party A fails to
assign the payment of transferred accounts receivable to Party B as agreed in the Contract;


 


(13) Party A fails to
fulfill the payment obligations under the reassignment section as contemplated in the Contract;


 


(14) Party A fails to
abide by the obligations under other contracts signed with Party B or Party B’s affiliated enterprises, leading to major
default.


 


In case of the above
default of Party A, Party B is entitled to take one or more of the following remedies:


 


(1) Send a notice of
default to Party A, requiring it to correct the breach within a time limit and continue to perform the Contract;


 


(2) Require Party A
to bear the liability for breach of contract and compensate all losses suffered by Party B;


 


(3) Exercise all the
right of recourse against Party A in respect of accounts receivable assigned by Party B;


 


(4) Terminate the Contract
and require Party A to compensate Party B for all losses suffered for this reason;


 


(5) Party A hereby irrevocably
authorizes Party B to deduct relevant funds directly from the account opened by Party A in financial institutions at any time,
and continue to recover from Party A for the insufficient deduction;


 


(6) Stop the use of
the credit line of the specific Debtor approved by Party A, recover the financing in advance, and take necessary asset preservation
measures;


 


(7) Require Party A
to pay damages to Party B according to 30% of the factoring financing actually paid by Party B;


 


(8) Offset Party B’s
debt to Party A against all arrears due from party A to party B;


 


(9) Provide Party A’s
default information to the credit reference center, the credit reference agency, industry authorities, industry associations and
the public;


 


(10) Require Party A
to compensate all economic losses caused to Party B and the expenses incurred in recourse to Creditor’s rights and subordinate
rights (including the expenses for interpellation, lawsuit, arbitration, property preservation, announcement, counsel and compulsory
execution);


 






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(11) Apply to the JDH
platform to take measures for Party B’s receipts on the JDH platform, such as freezing, automatic sign-off and order financing
(with an order financing interest of no less than 7.2%/year), and all the proceeds from the order financing will be used to pay
off the debts of the Party A under the Contract. Party A shall cooperate in strict accordance with the Service Agreement and the
rules and guidelines of the JDH platform.


 


(12) Other relief measures
stipulated by laws and regulations or the Contract.


 


Except as otherwise
stipulated in the Contract, all expenses incurred by one party to safeguard its legitimate rights and interests infringed by the
other Party’s breach of contract (including but not limited to the paid expenses, attorney fees and travel expenses during
the litigation or arbitration proceedings) shall be borne and compensated by the breaching party.


 


Article 31 If
Party A fails to pay its factoring expenses under the Contract, the expenses incurred by Party for realizing the principal Creditor’s
rights and guarantee rights in full and on tme, Party A shall pay liquidated damages to Party B according to 5/10000 of the total
unpaid amount payable for each day of delay.


 


Chapter VIII Applicable Laws and Dispute
Resolution


 


Article 32 The
Contract is governed by the laws of the People’s Republic of China (for the purpose of the Contract, the laws of Hong Kong,
Macao and Taiwan excluded).


 


Article 33 Any
dispute arising from or in connection with the Contract shall be settled by both parties through negotiation. If negotiation fails,
both parties agree to bring a lawsuit to the People’s court where Party B resides.


 


Chapter IX Others


 


Article 34
All obligations of Party A under the Contract are continuous and have complete binding force on its successors, receivers, assignees
and their merged, reorganized and renamed subjects.


 


Article 35
Party B’s rights under the Contract are cumulative and will not affect and exclude any of Party B’s rights against
Party A in accordance with laws and other contracts. Unless Party B gives a written indication, Party B’s failure to exercise
any of its rights, partial exercise and/or delayed exercise of its rights will not cause the waiver or partial waiver of such rights,
and will not affect, prevent or hinder Party B’s continued exercise of such rights or the exercise of any other right.


 


Article 36
After the Contract goes into effect, unless otherwise agreed in the Contract, no party is allowed to change or dissolve the Contract
without authorization; when necessary for change or dissolution of the Contract, both parties shall reach a written agreement upon
consultation.


 


Article 37
In case that any clause or any part of the clause under the Contract is deemed to be invalid, the invalid clause or part shall
not influence the validity of the Contract and other clauses or other parts of the clause under the Contract.


 


Article 38
After Party A and Party B settle all the credit and debt under the Contract, the validity of the Contract shall be terminated,
and the Contract may be postponed or re-signed after consultation between both parties.


 


Article 39
Other agreed matters: After the endorsement of the bill under this factoring business is assigned to Party B, Party B is entitled
to exercise its rights to all the Debtor of the bill according to law and recovers the funds, and to assert factoring claims in
other ways agreed in the Contract until all principal, interest and other expenses have been settled. In case of conflict between
the article and other articles, the article shall prevail.


 


Article 40
The payments obtained by Party B under the Contract shall be paid off in the following order: (1) the expenses for realizing the
principal Creditor’s rights and security interests (including the expenses for interpellation, lawsuit, arbitration, property
preservation, announcement, counsel and compulsory execution); (2) liquidated damages; (3) factoring expenses; (4) compound interest;
(5) penalty interest; (6) interest; (7) principal. Party B is entitled to adjust the above-mentioned offset sequence as required.


 


Article 41
Both Party A and Party B may formulate supplementary agreements on the basis of equal consultation.


 






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Article 42
Party B has taken appropriate methods to remind Party A of the exceptions and restrictions under the Contract and given full explanations
to relevant clauses in accordance with the requirement of Party A; both Party A and Party B have no objections regarding all clauses
in the Contract.


 


Article 43
The Contract and its related annexes are signed through the JDH platform, and shall come into force as of the date when both parties
affix their electronic signatures.


 


Party A: United Time
Technology Co., Ltd. (Electronic Seal Affixed)


 


Party B: TCL Commercial
Factoring (Shenzhen) Co., Ltd. (Electronic Seal Affixed)


 






    15


     

    

 


Application for Factoring Financing


 


No.: [QT20201225000068744]


 


To: TCL Commercial Factoring (Shenzhen)
Co., Ltd.


 


Pursuant to the Domestic Factoring Contract
with Recourse (No.: QT20201118000264181) signed by both parties on [November 18, 2020], (hereinafter referred to as
“Factoring Contract”), we intend to transfer all accounts receivable (the latest maturity date of the accounts receivable
is [June 23, 2021]) occurred under the Basic Transaction Contract signed with debtors in the following forms within the
factoring financing limit approved by your company for our company and apply to your company for the factoring financing advance
payment of RMB [2000000.00] for a period of [180] days, and agree to pay your company the factoring financing advance
payment usage fee by the factoring financing advance payment usage rate of [8.00%/year]. This application constitutes the
basic agreement for this factoring financing business together with the Domestic Factoring Contract with Recourse.


 


Article 1 Transferred Accounts Receivable
and Factoring Financing of Accounts Receivable


 


	Serial No.	 	Title of Basic Transaction Contract	 	Base Transaction Contract No.	 	Name of Debtor	 	Period of accounts receivable
	1	 	Tiger L5 Copy Mold Manufacturing Notification Letter	 	OD-18-BMD-TN-13-A0	 	Huizhou TCL Mobile Communication Co. Ltd.	 	From November 17, 2019 to November 17, 2022
	2	 	Tiger A Mold Upgrading Notification Letter	 	OD-18-BMD-TN-04-A0	 	Huizhou TCL Mobile Communication Co. Ltd.	 	From November 17, 2019 to November 17, 2022
	3	 	Notification Letter of Winning the Bid for Product Scheme	 	OD-19-BMD-FN-04-A0	 	Huizhou TCL Mobile Communication Co. Ltd.	 	From November 17, 2019 to November 17, 2022
	4	 	Notification Letter of Winning the Bid for Product Scheme	 	OD-19-BMD-FN-06-A0	 	Huizhou TCL Mobile Communication Co. Ltd.	 	From November 17, 2019 to November 17, 2022
	5	 	 	 	 	 	 	 	 
	6	 	 	 	 	 	 	 	 
	7	 	 	 	 	 	 	 	 
	8	 	 	 	 	 	 	 	 
	9	 	 	 	 	 	 	 	 
	10	 	 	 	 	 	 	 	 




  




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Article 2 Release of Factoring Financing
Funds


 


1. Your company will remit the factoring
financing funds to the following account designated by us:


 


Account name: United Time Technology
Co., Ltd.


 


Account No.: 000263231318


 


Bank of deposit: Longhua Branch of Shenzhen
Rural Commercial Bank


 


2. The factoring financing funds under
the Contract are used as working capital. We shall not put such factoring financing funds to other uses without your written
consent.


  


Article 3 Representations and Commitments


 


1. Our company is a business entity or
other organization registered in accordance with the laws of the People’s Republic of China, and has all necessary civil-law
capacities to conduct business operations, and has been fully and legally authorized to sign and perform the Contract.


 


2. We guarantee that the accounts receivable
under the factoring financing business are collected through real transactions, which is legal and good faith.


 


3. We promise to submit the required financing
application according to your requirements, and take full responsibilities for its accuracy, authenticity and validity.


 


4. We voluntarily use the accounts receivable
under the Contract to raise funds from your company. Once the funds are raised, your company will have all the rights related to
this payment receipt.


  


Article 4 Factoring Financing Application
to Take Effect


 


1. Once confirmed and approved by the Factoring
Provider, this application has legal effect on both parties.


 


2. Matters not covered in this application
shall be governed by the Factoring Contract if they have been agreed upon in the Factoring Contract. Otherwise, both parties shall
sign a supplementary agreement through negotiation, and the supplementary agreement has the same legal effect as the Contract.


 


3. This application and its modification
or supplement are made in electronic text format through JDH platform. Such documents may be made in one or multiple copies, each
of which has the same legal effect, and shall be saved on the special server set by JDH platform for future reference. Both parties
acknowledge the validity of this form.


 


4. Note: The platform has the ultimate
right to interpret its operating rules. Before the rollout of new system of JDH platform, if receipts issued on the platform has
not expired, related operations such as invoicing, transfer and financing will be executed according to the agreements signed by
all parties on the original system. However, the receipts issued after the rollout of new system of JDH platform and all related
operations, and those operations originating from the receipts issued before the rollout of new system of JDH platform but occurs
after the rollout of the new system should be implemented in accordance with the relevant agreements on the new system.


  


Party A: United Time Technology Co., Ltd.
(Electronic Seal Affixed)


 


Party B: TCL Commercial Factoring (Shenzhen)
Co., Ltd. (Electronic Seal Affixed)


 


 


17