Trust Loan Agreement 


 


between


 


Zhongrong International Trust Co., Ltd.


 


and


 


Xi’an TCH Energy Technology Co., Ltd.


 


 


 


The Trust Loan Agreement (contract No.
No. 2013202011005002) is signed on February 17, 2014 in Xicheng District, Beijing.


 


 


 


 






    	 



    	 



    

  


Lender: Zhongrong International Trust Co.,
Ltd.


Legal Representative: Liu Yang


Address: No. 33, Song Shan Road, Nan Gang
District, Harbin


Postal Code: 150000


 


Borrower: Xi’an TCH Energy Technology
Co., Ltd.


Legal Representative: Ku Guohua


Address: 1036, Block A, No. 86, Gao Xin
Road, Gao Xin District, Xi’an


Postal Code: 710075


 


Whereas


 


		1.	Zhongrong International Trust Co., Ltd. (hereinafter referred to as “lender”, “creditor”
or “ZRIT”) is a lawfully established and legitimately existing trust company.



		2.	Xi’an TCH Energy Technology Co., Ltd. (hereinafter referred to as “borrower”,
“debtor” or “Xi’an TCH”) is a lawfully established and legitimately existing limited company. Xi’an
TCH signed an Energy Management Cooperation Agreement for CDQ Power Generation of Xuzhou Zhongtai Energy Technology Co., Ltd. (hereinafter
referred to as EMC Management Agreement) with Xuzhou Zhongtai Energy Technology Co., Ltd. (hereinafter referred to as Xuzhou Zhongtai).
Both parties agreed that Xi’an TCH builds 150 ton/hour CDQ facility and 25M/W waste heat power generation plant for Xuzhou
Zhongtai, and Xuzhou Zhongtai pays Xi’an TCH the energy saving service fees (hereinafter referred to as energy management
project). To meet the capital requirements of the energy management project, Xi’an TCH applies for trust loans from ZRIT.



		3.	ZRIT plans to establish Zhongrong-Green Recycling Energy Collective Capital Trust Plan No. 1 (hereinafter
to as “the trust plan” or “trust plan”). ZRIT, as the trustee, will release trust loans to Xi’an
TCH.



 


According
to Contract Law of the People’s Republic of China and Trust Law of the People’s Republic of China, applicable laws,
regulations, and documents, and the lender and borrower enter the agreement after consultation.


 


		1.	Definition



 


Unless otherwise
specified in the agreement, terms in the agreement have the same meaning as terms used in Trust Agreement.


		1.1	The trust plan/trust plan: Zhongrong-Green Recycling Energy Collective Capital Trust Plan No. 1



		1.2	Date for release of the loan: the dates for each of the ZRIT's release of the loans to the borrower
according to the agreement. If the establishment date for the trust plan differs from the date of the first release of the loan,
then establishment date for the trust plan shall be considered as the first release date of the loan.



		1.3	Interest settlement date: Unless otherwise agreed by both parties, interests shall be settled on
the 20th date after release of loan, the end of the 12th month, the 18th month, the 24 month, and the 36 month anniversary dates
of the first release of the loan, and the due date or the date when the lender declares full or part of the loan due according
to this agreement (hereinafter referred to as due date of loans). Interest settlement date shall not be extended due to official
or public holidays.



 



    	 



    	 



    

 


		1.4	Special account for the trust loan: Bank account opened by the borrower at the commercial bank
designated by ZRIT. The account is used to deposit the loan capital, repayment and for other purposes agreed by both parties.



		1.5	Special account for trust properties: Settlement account opened by the Lender. The account is used
to receive the repayment of the principal and interest of the loan, trust capital, relevant payment and receive of trust capitals
and other purposes under the trust agreement.



		1.6	Trust agreement: Trust Agreement (2013202011005001) of Zhongrong-Green Recycling Energy Collective
Capital Trust Plan No. 1, auxiliaries and their amendments and supplements by Zhongrong as the trustee and trustors of the Trust
Plan.



		1.7	Trust year: every 12 months from the establishment date (including the date) of the trust plan



		1.8	Trust month: the corresponding date of the next month from the establishment date of the trust
plan (including the date) (if no such corresponding date for these months, it shall be the last day of the month).



		1.9	Laws: Chinese laws, regulations, and other applicable regulating documents



		1.10	Business day: Business day of the lender excluding national and public holidays



		1.11	Yuan: Chinese RMB



 


		2.	Amount of Loan



 


The amount
of loan is one hundred and fifty million yuan (RMB 150,000,000). The capital will be released by ZRIT in tranches or at once as
applied by the borrower.


The exact
amount of loan is the actual amount released by ZRIT to the borrower.


 


		3.	Currency of Loan



 


The currency
under the agreement is Chinese RMB.


 


		4.	Use of Loan



 


		4.1	The use of the loan is for Xi’an TCH to build 150 ton/hour CDQ facility and 25M/W waste heat
power generation plant for Xuzhou Zhongtai.



		4.2	The borrower shall use the loan strictly according to the use of the loan in the agreement, and
cannot use the loan to invest in securities, futures, financial derivative products, venture capital, or accommodate enterprises
of high pollution, high energy consumption or over capacity industries. Without written consent of the lender, the borrower cannot
change the use of the loan.



 






    	 



    	 



    

 


		5.	Term of Loan



 


Term of the
loan is 48 months starting from the release of the first tranche of loan.


 


		6.	Loan Interest, Calculation and Settlement of Interests



 


		6.1	Interest rate



The interest
rate is an annual interest rate. The details are as follows:


(1) The annual
interest rate is 12% within 24 months from the release date of the first tranche of loan.


(2) After 24
months from the release date of the first tranche of loan, ZRIT shall notify the borrower 60 business days in advance the new interest
rate according to the market situation. If the borrower does not agree to the new interest rate, ZRIT has the right to terminate
the loan, and the borrower shall repay the loan in full in 10 days before the end of 24 months from the release date of first tranche
of loan.


		6.2	Calculation of interests



Interests are
calculated on a daily basis. The daily interest rate = annual interest rate/365. The interests are calculated according to the
actual loan balance and days for each loan from the release date.


The dates for
each loan is the actual days from and includes the release date of each loan but excludes the date when the principal and interest
are paid to the special account for the trust loan.


		6.3	Settlement of interests



(1) The borrower
shall calculate interests on the 20th day after release of each loan, the end of the 12th month, the 18th month, the 24th month,
and the 36th month from the release date of each tranche, and on the due date or the date when the lender declares full or part
of the loan is due; and the borrower shall pay interests on the interest payment date of the agreement.


(2) If the
borrower chooses to pay part of the principal along with the interest according to this agreement, the interests shall be paid
along with the principal.


 


		7.	Release of Loan



 


		7.1	Unless the lender waives all or part of the following releasing requirements, the lender is only
obligated to release loans to the borrower when the following requirements are fully and continually met:



(1) ZRIT has
established the trust plan;


(2) The borrower
has opened the special account for the trust loan according to section 10 of the agreement, and the account balance shall be no
less than 50 million yuan.


(3) The borrower
has submitted board resolution and authorization for execution of the agreement with the lender, the list for people who have the
authority to sign the agreement and related documents, and signature samples of those people.


(4) The borrower
has obtained all authorization, permit, approval and/or filings (if any) with the government, and provided them to the lender.


(5) The borrower
has provided irrevocable loan receipt to the lender.


(6) This agreement,
Special Escrow Account Agreement (No. 2013202011005004) for the Trust Loan (hereinafter referred to as Escrow Account Agreement)
and Account Confirmation Agreement (No. 2013202011005003) (hereinafter referred to as Account Confirmation Agreement) have been
signed and come into force.


 






    	 



    	 



    

 


(7) Pledge
Agreement and Guarantee Agreement described in section 9 have been signed and come into force, and relevant notarization has been
completed.


(8) The warranties
and representations in the agreement are true, and complete.


(9) The borrower
does not breach the agreement, and has no adverse effect on the Pledge Agreement, Guarantee Agreement, Account Confirmation Agreement
and Escrow Account Agreement.


(10) Operating
conditions (including but not limited to financial situation) of the borrower have no material change that could cause adverse
impact on the transaction under the agreement.


(11) Laws,
regulations, rules or government authorities do not prohibit or restrict the lender to release the loan.


(12) Other
prerequisites requested by the lender.


 


		7.2	When all the conditions described above are met, ZRIT shall release the loan from the special account
of trust loan properties to the following special account of trust loan.



Account information:


Bank name:
Xi’an Cheng Xi Branch, Bank of Xi’an


Account name:
Xi’an TCH Energy Technology Co., Ltd.


Account number:
xxxxxx743


 


		8.	Repayment



 


		8.1	Settlement of interests



The interests
are calculated as follows:


(1) On the
20th day from the release date of each tranche of loan, the borrower shall pay ZRIT the interests A1 for the first trust
year of each tranche of loan. A1 = the principal of each tranche of loan x 3.5%.


(2) On the
last day of the 12th month from the release date of the first tranche of loan, the borrower shall pay ZRIT the interest A2 for
the first trust year of the loan. A2 = (the balance of the principal for each loan on this settlement date x interest rate of the
first trust year x number of actual dates for each tranche during the first trust year/365) – interests already paid by the
borrower.


the balance
of the principal for each tranche on the settlement day = total amount of principal of each tranche – principal paid for
the tranche before the settlement date.


(3) On the
last day of the 18th month from the release date of the first tranche of loan, the borrower shall pay ZRIT the interests A3. A3
= balance of the principal for each tranche on the settlement date x interest rate of the second trust year x number of actual
dates for each tranche during the second trust year/365.


(4) On the
last day of the 24th month from the release date of the first tranche of loan, the borrower shall pay ZRIT the interests A4. A4
= (balance of the principal for each tranche on the settlement date x interest rate of the second trust year x number of actual
dates for each tranche during the second trust year/365) – A3.


(5) On the
last day of the 36th months from the release date of the first tranche of loan, the borrower shall pay ZRIT the interests A5. A5
= balance of the principal for each tranche on the settlement date x interest rate of the third trust year x number of actual dates
for each tranche during the third trust year/365.


 






    	 



    	 



    

 


(6) On the
last day of the 48th months from the release date of the first tranche of loan, the borrower shall pay ZRIT the interests A6. A6
= balance of the principal for each tranche on the settlement date x interest rate of the fourth trust year x number of actual
dates for each tranche during the fourth trust year/365.


(7) If the
borrower repays part of the loan in advance, the interests shall be repaid together with the principal. Such interest = (principal
repaid in advance of each tranche x applicable interest rate x number of dates for such loan/365) – interests already for
such loan. If the borrower repays the entire loan in advance, principal and interest will be calculated according to section 8.6
(1).


In the above
formulas, if the interest rate changes in the middle of certain period, the interests will be calculated accordingly.


		8.2	Payment of interests



Unless agreed
otherwise in this agreement, the borrower shall pay the interest on any day during the 10 days before the interest settlement day.


		8.3	Principal Repayment



The principal of the
loan should be repaid according to below schedule:


		(1)	The borrower should make the first repayment of the principal on the last day of the 24th
month from the establishment of the Trust Plan which is 30% of the accumulated amount released by the lender to the borrower;



		(2)	The borrower should make the second repayment of the principal on the last day of the 36th
month from the establishment of the Trust Plan which is 30% of the accumulated amount released by the lender to the borrower;



		(3)	The borrower should repay all remaining amount of the principal of the loan on the date when the
loan is due.



		(4)	When the borrower repays the principal, the related interest should also be paid off with the principal
to the lender.



8.4 Repayment account


The borrower should repay the
principal and interest to the following account designed by the lender:


Account Name: Zhongrong
International Trust Co., Ltd.


Bank Name: Xi’an
Bank Xi’an Chengxi Branch


Account Number: xxxxxxxxxxxxxxx158


 


8.5 Sequence for repayment


The lender has the right to
use the repayment from the borrower to reimburse various expenses the lender paid on behalf of the borrower and the actual expenses
to realize its creditor rights of the lender.


 


If the repayment amount from
the borrower is not sufficient to pay off the due amount (including but not limited to the principal, interest, default interest,
compound interest, penalty, damage compensation, cost to realize the creditor's right and other payable fees), the lender has the
right to determine the sequence of the payment for the principal, interest and other fees.


  


Unless otherwise agreed in the
agreement, the borrower shall pay ZRIT the due payable interests on any day within 10 days before the settlement date (interest
payment date).


 






    	 



    	 



    

 


		8.6	Prepayment



If any of the
following occurs, the trust loan becomes due before its maturity:


(1) By written
notice to ZRIT 45 business days in advance, the Borrower can request to prepay the principal and interest in full on or after the
18th month of the establishment of the trust plan, and if ZRIT agrees the prepayment, the trust loan becomes due. The borrower
shall pay ZRIT interest based on the number of dates of each loan.


If the borrower
prepays the principal and interest as above, the principal and interest = principal of each tranche of the loan x (1+ applicable
interest rate for each tranche in each trust year x number of dates for each tranche in each trust year/365) – principal
already repaid – interests already repaid. If the interest rate changes during the year, the calculation should be made section
by section accordingly.


In the notice
to ZRIT for the prepayment, it shall include the prepayment date in the written notice. Unless otherwise agreed by both parties,
the borrower cannot prepay the principal and interests without written consent from ZRIT.


(2) During
the term of the trust plan, if certain investors/trustors redeem their investment, any net redemption difference shall be deemed
to become mature and due and borrower shall repay such redemption difference amount to the repayment account specified by ZRIT
at the required time.


Net redemptions
is the amount of redemption of trust units by the investors during the redemption period exceeds the aggregated amount of newly
raised trust funds during trust unit subscription period and the repaid principal and interest by the borrower.


 


The net redemption
difference = the amount of redemption by the investors during the redemption period minus the aggregated amount of newly raised
trust funds during trust unit subscription period minus the repaid principal and interest by the borrower for the current period.


 


The subscription
period of the trust fund, redemption period, the redemption of the trust unit and the trust expenses shall be subject to the trust
agreement.


 


(3) Borrower
and/or Xuzhou Zhongtai breach the Accounts Confirm Agreement and Escrow Account Agreement signed with ZRIT.


 


(4) After the
execution of the Lien Agreement in section 9, within 7 working days after the completion of the constructions of the collateral,
the borrower shall cooperate with ZRIT to complete the procedures to put a lien on the collaterals (the mark of the completion
of the construction is according to the Lien Agreement) . Otherwise, the borrowers shall be deemed as material breach of the agreement
and ZRIT has the right to declare the loan due early.


(5) Xi’an
TCH confirmed that, ZRIT has the right to require Xi’an TCH to repay all the principal and interest of the loan after 24
months of the establishment of the trust plan. Xi’an TCH shall not refuse such request with any reason and the principal
and interest shall be calculated according to section 8.6(1) of this agreement. The right of ZRIT under this clause shall take
precedence over other repayment of loan and interest clauses in the agreement.


(6) ZRIT has
the right to declare the loan due early if the borrower breaches this agreement or other documents signed by the parties.


(7) ZRIT has
the right to declare the loan due early if the guarantor and mortgagor breach the guarantee agreements.


 






    	 



    	 



    

 


9. Guarantee


All liabilities,
including but not limited to the principal of loan, interest, penalty interest, compound interest, liquidated damages, costs to
realize the creditor's right by the lender shall be secured by collateral and guarantor in the following manner.


9.1 The borrower
uses the 150 ton/hour CDQ facility and 25M/W waste heat power generation plant that it will build for Xuzhou Zhongtai as collateral
to secure its debt to the lender. The details for the lien on the collateral shall be stated in the Lien Agreement No. 2013202011005005
between the borrower and lender.


9.2 The guarantor
Ku Guohua (ID no. xxxxxxxxxx4013) agrees to provide unlimited joint and several liability guarantee for the debt to lender in this
agreement. The details of the joint liability shall be stated in the Guarantee Contract signed by ZRIT and Ku Guohua in the contract
no. 2013202011005006.


9.3 The guarantor
Xuzhou Zhongtai agrees to provide unlimited joint and several liability for the debt to lender in this agreement. The details of
the joint liability shall be stated in the Guarantee Contract signed by ZRIT and Xuzhou Zhongtai Iron and Steel Company in the
contract no. 2013202011005007.


9.4 The guarantor
Xuzhou Jucheng Casting Technology Corporation agrees to provide unlimited joint and several liability for the debt to lender in
this agreement. The details of the joint liability shall be stated in the Guarantee Contract signed by ZRIT and Xuzhou Jucheng
Casting Technology Corporation in the contract no. 2013202011005008.


9.5 The guarantor
Xuzhou Taifa Specialty Steel Technology Corp agrees to provide unlimited joint and several liability for the debt to lender in
this agreement. The details of the joint liability shall be stated in the Guarantee Contract signed by ZRIT and Xuzhou Taifa Specialty
Steel Technology Corp in the contract no. 2013202011005009.


 


10. Trust
Loan Special Account


10.1 The borrower
agrees to open a special trust loan account in the bank designated by ZRIT to ensure the on time repayment for the principal and
interest in full. The special account is used for receiving the trust loan from ZRIT, make payment for the construction of Xuzhou
Zhongtai energy saving project, receiving the energy saving fees from Xuzhou Zhongtai to the borrower and other uses specified
by the lender.


10.2 The specimen
seals for the special account shall be the borrower's financial department seal and the seal of the personnel designated by ZRIT.
The above seals shall not be changed before the settlement of all principal and interest of the loans unless otherwise agreed by
ZRIT in writing.


 






    	 



    	 



    

 


10.3 Upon
the open of the special account, the borrower shall provide the complete set of account opening documents including the specimen
cards to ZRIT. Any payment from the account shall be approved by ZRIT after its review and approval and with all the seals stamped.
Otherwise ZRIT has the right to declare the loan due early.


10.4 ZRIT
has the right to inspect the account specimen seals regularly or without notice, and require the borrower to provide detailed bank
statement, account balance or payment vouchers and to audit the payment from the account regularly or at any random times.


10.5 ZRIT
has the right to declare the loan due early if the borrower beaches requirements of this section.


10.6 For details
of confirmation of the account, the borrower, lender and Xuzhou Zhongtai shall sign Account Confirmation Agreement.


10.7 For details
of supervision of the account, the borrower, lender and escrow bank shall sign Escrow Account Agreement.


 


11. Taxation


The borrower
and lender shall bear their own taxes under this agreement according to laws and regulations. The lender has no obligation to withhold
and pay for the borrower unless otherwise provided by the laws and regulations.


 


12. Borrower
Warranties and Representations


12.1 The borrower
makes the following warranties and representations to the lender and the lender makes the loan relying upon the warranties and
representations made by the borrower:


(1) The borrower
is a legally existing corporate registered according to PRC Laws. As to the date of the release of the loan, the borrower is in
normal and legal business operation and does not have existing or reasonably expectable situations that may cause the borrower
not be able to operate normally during the term of the loan.


(2) The execution
of the agreement is the reflection of the true intent by the borrower and the borrower has all the relevant legal authorities to
sign and fulfill this agreement, which does not violate any articles of association or other organizational documents and any laws,
regulations, policies, verdicts, contracts, commitments or arrangements binding to the borrower. All required procedures to sign
and fulfill this agreement are completed and are effective.


(3) All the
documents, materials and statements provided by the borrower to the lender for the loan are true, accurate, complete and valid
and there is no any misleading, false documents and statements.


(4) The borrower
does not withhold any fact that has happened or might happen which may cause the lender refuse to grant this loan, include but
not limited to:


(a) Material
breach of law or regulation or claims related to borrower or the main executives of the borrower.


(b) Breach
of any agreement between the borrower and other creditors of the borrower.


(c) Existing
or potential litigation and arbitration.


(d) Debt
of the borrower and guarantees provided by borrower.


(e) Other
event may affect the financial situation and repayment ability of the borrower.


 






    	 



    	 



    

 


(5) The borrower
agrees the lender to check the credit status of borrower from the credit databases and related units approved by People's Bank
of China and Credit Information Department. The borrower also agrees the lender can provide the borrower’s information to
the credit databases approved by People's Bank of China and Credit Information Department. The borrower agrees the lender may use
or disclose its information in a reasonable manner for its business needs.


12.2 The warranties
and representations made by the borrower in this section shall remain effective and are considered to be restated by the borrower
when there is any amendment or supplement to the agreement.


 


13. Lender's
warranties and representations


The lender
makes the following warranties and representations:


13.1 The lender
is a trust company approved by China Banking Regulatory Commission and registered with State Administration Industry and Commerce
and has the authority to sign this agreement.


13.2 The execution
of the agreement is the reflection of the true intent by the lender. The lender has all the relevant legal authorities to sign
and fulfill this agreement. It does not violate any articles of association or other organizational documents and any laws, regulations,
policies, verdicts, contracts, commitments or arrangements binding to the lender. All required procedures to sign and fulfill this
agreement are completed and has become effective.


13.3 The lender
delivers the trust loan to the borrower according to the “Trust Agreement”. The execution of this agreement by the
lender doesn't violate any obligations of the lender under Trust Agreement.


 


14. The rights
and obligations of the borrower


14.1 Borrower’s
rights


(1) Has the
right to require lender to release loans according to this agreement.


(2) Has the
right use the loan according to this agreement.


14.2 Borrower’s
obligations


(1) Repay
the loan principal and interest in full on time according to this agreement;


(2) The use
of loan, unless agreed by the lender in writing, shall not be used for the purposes other than agreed in this agreement.


(3) After
the release of the loan, the borrower shall provide Xuzhou Zhongtai project development report (include but not limited to the
construction progress, operation, energy saving fee collection and so on) to lender regularly or according to lender’s requirement.
The use of the loan under this agreement shall comply with the law, regulation and policies and meet the regulatory requirements.


(4) The borrower
promises to comply with all relevant laws and regulations and industry regulatory requirements.


(5) The borrower
shall bear the notary costs and registration fees for this agreement.


(6) Cooperate
with lender on the supervision and review of operation of borrower and use of the loan. The lender can inspect and supervise the
use of the loan by the borrower at any time and the borrower shall cooperate with the lender for such supervision and inspection.
The inspection and supervision methods include but not are limited to: request the borrower to provide proof documents for the
use of the loan, analyze the use of the loan, inspect the voucher or onsite inspection or other methods approved by the law.


 






    	 



    	 



    

 


(7) During
the term of this agreement, provide lender the relevant financial and operation materials, including but not limited to the latest
financial report (include balance sheet, profit and loss statement, cash flow statement and auditor report) within the first ten
working days of each quarter. All the materials shall be true, complete, accurate and valid. If the borrower provides the copies
of materials, then it shall provide a certificate signed by a director or the head of the accounting department to ensure the copies
are the same to the originals and the information are accurate, complete and latest.


(8) The borrower
shall not withdraw funds or transfer assets for the purpose to avoid the liability to the lender.


(9) The borrower
shall not provide guarantee to the third party without the lender’s permission during the term of this agreement.


(10) During
the term of this agreement, any financing by the borrower (including but not limited to the bank loan, shareholder loan) shall
be informed to the lender. The lender has the right to declare the loan due early if the lender believes the financing may affect
the repayment ability of the borrower.


(11) With
respect to the disposal of assets, during the term of this agreement, the borrower shall not sell, transfer, establish trust or
use other ways to dispose any material assets, unless approved by the lender.


(12) The borrower
shall not make any major investment unless it is approved by the lender.


(13) During
the term of this agreement, the borrower shall not take any activity that may affect the lender to realize its credit rights (including
dissolution, liquidation, bankruptcy, joint operation, division, merger, change of equity, registered capital, business scope and
the nature of business) unless with the lender’s permission and fulfillment of the repayment obligation for debt by the borrower
according to requirement of the lender and PRC Law.


(14) During
the term of this agreement, the lender must be notified within three working days if there is any change of name, address, legal
representative or bylaw or material changes of personnel in accounting and HR department, and the revised documents shall be attached
to the notice


(15) During
the term of the agreement, if any discontinuation of business, cancellation of registration, bankruptcy, legal representative or
major executive conduct illegal activities, major litigation, serious hardship of operation, serious financial deterioration or
other events that might affect the borrower's ability to repay the loan happen to the borrower, the borrower shall inform the lender
within three working days of such event and the borrower shall undertake its obligation of repayment or provide guarantee according
to the requirement of the lender and the PRC Laws.


(16) Any transfer,
pledge, offset or other methods to dispose the third party liabilities (3 million yuan or more) to the borrower shall be approved
by lender first.


(17) If the
Lien Agreement, Guarantee Agreement and Account Confirmation Agreement under section 9 and Escrow Account Agreement under section
10 do not take effect, become invalid, withdraw, terminated or breached by the guarantor or collateral damage or reduce of value
or guarantor lose part or all of its capacity to provide guarantee or clearly express or use its action to express that it will
not perform its guarantee obligation, then upon the request of the lender, the borrower shall provide new guarantee approved by
the lender.


 






    	 



    	 



    

 


(18) The borrower
shall not distribute any dividend or interest to its shareholders if the net profit after tax for the fiscal year is 0 or negative,
or the net profit after tax cannot cover the accumulative loss from pervious years, or the profit before tax is not used to repay
the principal, interest and fees, or the profit before tax cannot cover the payment of principal, interest and fees for the next
due day.


(19) Comply
with the other obligation of this agreement.


 


15. Rights
and obligations of lender


15.1 The rights
of the lender


(1) To collect
the principal, interest and other accounts receivable according to this agreement.


(2) Daily
management of the loan by itself or through a third party hired by the lender, including but not limited to understand the operation,
financial activity, check the relevant accounts, require the borrower to provide financial statement, discuss the company matters,
financials and statement with the managers, directors and auditors of the borrower.


(3) To urge
the payment if the borrower does not pay the principal and interest of the debt in full on time (include but not limited to collect
through text message, email or telephone); all costs relevant to collection shall be paid by the borrower.


(4) If any
event under section 14.2(16)(18) happens which the lender believes may threaten its creditor rights, or the borrower breaches
this agreement, the lender has the right to announce the loan due early and require the borrower to repay the principal and interest
in full immediately.


(5) Other rights
according to this agreement.


 


15.2 The obligation
of the lender


(1) Transfer the trust
loan to the bank account designated by the borrower from trust properties account according to the agreement, except for the delays
caused by the borrower or not caused by the lender


(2) Keep confidence for borrower’s
confidential business and financial materials unless otherwise required by the Laws, government authorities or agreed by the parties.


 


16. Liability
for breach of agreement


16.1 Breach
of agreement


16.1.1 Borrower
breaches the agreement


When the followings
occur, it is regarded as the borrower breaches the agreement:


(1) After
the lender starts raising fund for the trust plan (once investors start to transfer payment to the account of trust plan), the
borrower requests to terminate the trust plan, this agreement, or refuses to accept the loan from the lender.


(2) The borrower
does not provide true, complete, or valid financial statement, operation status report and other documents.


 






    	 



    	 



    

 


(3) The borrower
does not use the loan for the purpose agreed by both parties.


(4) The borrower
does not fully repay the principal and interests or repay on schedule.


(5) The borrower
refuses or prevents the lenders from supervising the use of the loan.


(6) The borrower
transfers assets and moves capital in order to dodge liabilities.


(7) The business
situation and financial status of the borrower deteriorate, the borrower cannot repay the debt, or is involved/to be involved in
material litigation, arbitration or legal disputes, which may or have affected interests of the lender.


(8) Other
debt or guarantee of borrower may or has affected the performance of its obligation to the lender under this agreement;


(9) During
the term of the agreement, contacting, leasing, merger, acquisition, joint venture, splitting, affiliation, equity change, etc.
which may or has affected or damaged the performance of its obligation to the lender under this agreement;


(10) The warranties
and representation made by the borrower is false or untrue;


(11) The event
of cross breach happens, i.e. borrower has material breach on its loan agreements with other banks;


(12) The borrower
shows it is not able to pay the debt due as: (a) because the borrower is unable to pay its debt due, its creditor declares the
borrower needs to repay its debt early, and the debt is RMB 5 million or more; (b) the borrower is unable to repay its debt due,
the borrower and its creditors start to negotiate for the restructure of the debt, and the debt is RMB 5 million or more; (c) the
borrower is unable to repay the debt due, the borrower has fully stopped or suspended to repay its creditors, or acknowledges its
unable to repay its debt, or declares that the borrower will not fulfill repayment obligations when the debt is due.


(13) The borrower
has stopped production, shut down its business, cancelled its registration, filed bankruptcy, or legal representative or main executives
breached the law, involved in material litigation, or serious hardship in its operation or financial condition, or other events
that have negative impact to fulfill its obligation of repayment under this agreement;


(14)The borrower
has following events: the assets of the borrower, in worth of RMB 5 million or more in market value, are seized, frozen, detained,
executed, imposed, forfeited, or other similar disposition, and is not released within 15 working days since the start of such
measures.


(15) The borrower
has other events which will affect the realization of the credit of the lender;


(16) Breach
other provisions of the agreement.


 


16.1.2 Breach
by the Lender


When below
situation occurred, the lender breaches the agreement:


(1)Fail
to release the full specified amount of the loan on schedule;


(2)Breach
other provision of the agreement;


 


16.2 Remedies
for Breach of Agreement


 






    	 



    	 



    

 


16.2.1 The
lender can exercise the rights below if any of the breaching event in section 16.1.1 occurs:


(1) Request
the borrower to correct noncompliance actions;


(2) Stop the
payment unpaid loan to the borrower;


(3) Declare
the principal and interest under the agreement is due immediately and request the borrower to repay all the principal and interest.
The number of the days for the calculation of the interest is the actual days from the release date of the loan (including such
day) to date the lender announces the loan is due (including such day).


(4) Exercising
its guarantee rights.


(5) If the
borrower fails to repay the principal and interest of the loan on schedule according to the agreement, the lender has the right
to charge penalty interest for the principal to the borrower from the default day until that principal are paid off. The rate of
the penalty interest is 150% of the loan rate.


(6) As to
the unpaid due interest, the penalty interest will be charged on such unpaid interest as compound default interest rate from the
day of overdue (including such day) to the day paying off (including such day). The penalty interest and compound interest charged
by the lender shall not affect other rights of the lender in this agreement.


(7) If the
borrower didn’t use the loan according to the purpose of the loan stated in the agreement, the lender has the right to charge
penalty interest for the misused portion of the loan from the day that the borrower misuse the loan to the day when the principal
and interest of the loan are fully paid off. The penalty interest rate is 150% of the interest rate of the loan.


(8) If the
borrower has other breach situations other than that of not repaying the principal and interest on time or misuse the loan according
to the purpose of the loan according to the agreement, the lender has the right to charge penalty interest with rate of 150% of
the interest rate of the loan from the date of such breach to the date when the principal and interest of the loan are fully paid
off.


 


16.2.2 If
any of the item under 16.1.1(1) occurs, the borrower has a material breach, in addition to the rights above, lender also has right
to charge one-time penalty of RMB 5 million to be deposited to a designated account of the lender.


 


The borrower
promises that the penalty is determined by both parties after duly comprehensive consideration, there is no situation that the
agreed penalty is much too higher than the actual loss of the lender. The borrower unconditionally waives its right to adjust and
reduce the amount of the penalty according to section 114 of the Contract Law .


 


16.2.3 If
the lender breaches the agreement, the borrower has the right to request the lender reimbursing its actual loss caused by the lender’s
breach.


  


17. Transfer,
Change, Cancellation and Termination


17.1 Transfer
of the agreement


(1) The lender
can transfer its rights and obligation under this agreement to the third party.


(2) The lender
should provide notice to the borrower timely after it completes the transfer of the rights and obligation to the third party.


(3) Without
written consent of the lender, the borrower is not allowed to transfer any of its rights and obligations under this agreement to
the third party.


 






    	 



    	 



    

 


17.2 Change
of the agreement


After the
agreement becomes effective, any party can not change the agreement. Any change should be made only after the lender and the borrower
agree and enter into written agreement.


 


17.3 Cancel
of the agreement


17.3.1 The
agreement is cancelled when one of below circumstances occurs:


(1) The lender
and the borrower negotiate and agree to cancel the agreement.


(2) The lender
requests the cancellation of the agreement if the loan release requirements are not be met within 60 days after the agreement is
signed.


(3) The lender
requests cancellation of the agreement because the borrower breaches the agreement and cause material damages to the lender.


(4) Other
circumstance under this agreement and law.


 


17.3.2 The
agreement is cancelled on the date when both parties sign written document to cancel the agreement or on the date when the notice
of cancellation of the lender arrives to the borrower.


 


17.3.3 No
party is allowed to cancel the agreement unilaterally except for the provision of 17.3.1 and 17.3.2.


 


17.4 Termination
of the agreement


17.4.1 The
agreement is terminated when below circumstances occurs.


(1) All principal,
interest and other payables are paid off by the borrower;


(2) The borrower
and the lender negotiate and agree to terminate the agreement;


(3) Termination
according to the law, regulation or this agreement.


 


17.4.2 The
agreement is terminated on the date when the borrower pays off all payables or on the date when the parties sign written document
to terminate the agreement.


 


17.5 The section
19 and section 21 will be continuously effective after the agreement is cancelled or terminated.


 






    	 



    	 



    

 


18. Notice


18.1 Both
parties confirm that all notices under this agreement should be made in writing and delivered to the other party by personal service,
registered mail, fax, telex, telegram, courier, email, or other means agreed by both parties. The postal addresses are as follows:


 


Lender: Zhongrong
International Trust Co., Ltd.


Address: A-21/F,
IFC Metropolis, International Financial Center, No. 8 Jian Guo Men Wai Avenue, Zhaoyang District, Beijing


Zip code:
100022


Atten:


Tele:


Fax:


Email:


 


Borrower:
Xi’an TCH Energy Technology Co., Ltd.


Address: 12/F
Building A, Chang’an International Metropolis, 88 Nan Guan Zheng Jie, Beilin District, Xi’an


Zip code:


Atten:


Tel:


Fax:


Email:


 


18.2 The delivery
of the notice is regarded as complete on the following date:


(1) Personal
service: the date indicated on the receipt signed by the notified party and obtained by notifying party ;


(2) Registered
mail: the date indicated on the receipt for the domestic registered mail held by the notifying party;


(3) Fax, telex,
and telegram: the first business day after receiving the successfully sent confirmation receipt from the machine;


(4) Courier:
the forth business day from the date of the delivery vouch held by the notifying party;


(5) Email:
the date indicated on the successfully sent email


 


18.3 If the
address or contract information of any party is changed, such party should make written notice to the other party on the same day
of the change. If any party breaches the above requirement, then the party that makes the change shall be responsible for the impact
or damages it causes.


 


19. Confidential


19.1 Each
party agrees that all important information provided by any party to the other as well as the content of the agreement should be
kept in confidence (including but not limited to pricing related information, except there is proof that information received from
the legal authorized third party or disclosed by the authorized third party or is public information).


 






    	 



    	 



    

 


19.2 Without
written consent of the other party, any party cannot disclose such confidential information to other parties (excluding the staffs
of the disclosed party which needs to know such information to conduct the transaction of this agreement), except below conditions:


 


(1)Disclose
to the trustors to conduct the transaction of the agreement;


(2)Disclose
to the attorneys, accountants, counselors, and advisors that are bound by confidential agreements and need to know such information
for the transaction;


(3)Disclose
to relative government or authorities according to related laws and administrative regulations.


 


19.3 Under
any circumstances, the confidential obligation remains effective.


 


20. Force
Majeure


20.1 The force
majeure under this agreement is: after this agreement is signed and become effective, due to the unforeseeable, unavoidable and
insurmountable events and not caused by negligence or intentional actions of any party, it affects, interferes or delays the performance
of all or part of the agreement. The force majeure includes but not limits to earthquake, typhoon, flood, fire, plague, war, coup,
terrorism, riot, strike and amendments to the new national law or regulations.


 


20.2 If there
is force majeure occurred, the suffering party should try its best to reduce the loss and make notice to the other party as soon
as possible and provide proof documents issued by local government or notary office to state the details of force majeure and reasons
why it cannot perform all or part of its obligations or delay performance under the agreement. Both parties should decide whether
the agreement should be postponed or terminated on the basis of the negotiation and mutual agreement.


 


20.3 If there
is a force majeure and the suffering party cannot perform or have to delay to perform its obligation under the agreement, then
such party shall not take responsibility for the non-performance or delay performance. If any force majeure is occurred after the
delay of the performance by any party, then such party shall be responsible for the non-performance or delay of performance of
its obligation under this agreement.


 


21. Governing
laws and dispute solution


21.1 The governing
law is laws of People’s Republic of China (for the purpose of this agreement, it doesn't include Hong Kong, Macao and Taiwan).


 


21.2 If there
is any dispute during the performance of the agreement, both parties should negotiate to solve the dispute. If parties can not
reach an agreement through negotiation, any party can file a lawsuit to the Peoples’ Court located in the place where this
agreement is signed. Unless specified in the court verdict, the losing party of the lawsuit shall pay all actual litigation costs
(including but not limited to litigation filing fee and reasonable attorney fees).


 


21.3 During
the time of resolving the dispute, the undisputed part of this agreement should still be performed. Neither party shall refuse
to perform its obligation under this agreement due to the dispute.


 






    	 



    	 



    

 


22. Enforcement
of Notarized Documents


22.1 The borrower
and the lender both confirm: parties have fully understood the rules, regulations and law with respect to the meaning, content,
procedure and authority of enforcement of notarized documents. The borrower and the lender have determined after due consideration
that both parties are willingly to have the agreement notarized with enforcement feature by Beijing Fang Yuan Notary Office upon
the agreement is signed.


 


22.2 After
notarization, the agreement will become an enforceable debt instrument. The borrower promises if it fails to fully perform its
obligation under the agreement, the borrower is subject to the enforcement by judicial agency without legal procedure. The lender
has the right to seek enforcement directly from People’s Court pursuing to section 238 of the Civil Procedure Law of People’s
Republic of China. At the same time, the borrower waives its defense right to the enforcement application by the lender.


 


22.3 The borrower
promise that, if its address and contact information are changed, it shall provide notice to the lender and notary office and request
a receipt within 3 working days of the change. Otherwise, the lender and the notary office will serve the notice related to enforcement
of notarized documents according to the section 18 of the agreement, no matter whether the borrower actually receives such documents
or not. After 3 working days of sending the service notice, it shall be considered that the notary office has fulfill its service
obligation. Under this condition, the borrower will waive its defense right to the proper service of notice by the lender and the
notary office.


 


22.4 The lender
and the borrower both confirm that, if the borrower fails to perform its obligation under the agreement, the lender may apply for
an enforcement certification from the notary office and apply the enforcement of the performance by the borrower under this agreement
with People’s Court that has jurisdiction without going through the litigation process. At the same time, the borrower waives
its defense right to the application of enforcement by the lender.


 


22.5 The section
22 of enforcement of notarized documents shall precede over the section 21 of this agreement (governing law and dispute resolution).


 


23. Effectiveness
of the agreement


23.1 The agreement
becomes effective when it is signed by the legal representatives of borrower and the lender and sealed with the companies' seals.


 


24. Others


24.1 Expenses


The following
expenses shall be borne by the borrower:


(1)The
notary expenses for this agreement and guarantee agreements under this agreement, unless agreed by the parties otherwise;


(2)All
expenses related to the realization of the creditor rights by the lender (including but not limited to litigation, arbitration,
injunctions, travel, execution, evaluation, auction, notary, delivery, filing, and legal fee, etc.);


 






    	 



    	 



    

 


24.2 Reservation
of Rights


During the
performance of the agreement, if the lender fails to exercise or fail to timely exercise any right under the agreement, it shall
not be considered as waive of such right and shall not affect other rights of the lender and the obligations of the borrower under
the agreement. All waive of rights should be made in writting.


 


24.3 All warranties
and representations under the agreement are separate and independent, unless clearly stated in the agreement or agreed by the parties
in writing, they shall not be limited by the statements in the agreement which might have opposite meanings. If any clause or part
of a clause is or will be invalid, the invalid part shall not affect the effectiveness of other clauses or other part in the same
clauses.


 


24.4 The agreement
includes the warranties and representations stated in the agreement. Any breach to the warranties and representations will be regarded
as breach to the agreement. Even if a party doesn't fully and timely exercise its rights hereof, they are still fully valid.


 


24.5 The borrower
has reviewed all provisions of the agreement. Per the request of the borrower, the lender has made corresponding explanation of
the agreement to the borrower. The borrower has fully understood the meaning of all provisions and corresponding legal results.


 


24.6 To fully
realize the intended purpose of the agreement, both parties shall sign or promise to sign documents or take all necessary actions
and procedures that are required to execute the obligations of agreement.


 


24.7 All the
titles of the agreement are for convenience of review only, which shall not be interpreted as a part of the agreement or limit
the clauses of the agreement.


 


24.8 Parties
can enter into written agreement for matters not completely addressed in this agreement, which can be the amendment to the agreement.
Any attachment, amendment and supplement are integral parts of this agreement and have the same legal effect to the agreement.


 


24.9 The documents
to secure the loan required by this agreement, loan application, loan voucher as well as other related documents provided by the
borrower or the lender are integral parts of the agreement.


 


24.10 This
agreement contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement and any attachment
to the agreement constitute the whole agreement. If there is any conflicts between the agreement and letter of intent previously
signed by the parties, or other legal documents, or other written and oral agreements, the provisions of this agreement shall prevail.


 


24.11 The
agreement is signed in seven copies. The borrower holds two copies. The lender holds two copies. One copy is for the lien registration.
One copy is for notary. The last one is for the lender's file. The seven copies all have same legal effect.