Exhibit 10.1


 


Execution Version


 


FACILITy
AGREEMENT


 


DATEd
18 February 2022


 


between


 


among others


 


Ulanqab Lamb Weston Food Co., Ltd.,


as Borrower


 


And


 


HSBC Bank (China) Company Limited,


Citibank (China) Co., Ltd., Shanghai Branch


Coöperatieve
Rabobank U.A., Shanghai Branch


as Mandated Lead Arrangers


 


HSBC Bank (China) Company
Limited


as Coordinator


 


HSBC Bank (China) Company
Limited, Shanghai Branch


as Facility Agent


 


The banks and financial institutions listed
in Schedule 1


as Original Lenders


 


JunHe LLP


26/F HKRI Centre One, HKRI Taikoo Hui


Shanghai


 






    


     


    

 


CONTENTS


 


	1.	     Definitions and Interpretation	 	     1
	2.	     The Facility	 	     10
	3.	     Loan Purpose	 	     11
	4.	     Conditions Precedent of Utilisation	 	     12
	5.	     Utilisation	 	     13
	6.	     REPAYMENT	 	     15
	7.	     PREPAYMENT AND CANCELLATION	 	     17
	8.	     Interest	 	     21
	9.	     Default Interest	 	     22
	10.	     Changes to the Calculation of Interest	 	     23
	11.	     Fees	 	     24
	12.	     Tax Gross-up and Indemnities	 	     25
	13.	     Increased Costs	 	     28
	14.	     Other indemnities	 	     29
	15.	     Mitigation by the Lenders	 	     31
	16.	     Costs and Expenses	 	     31
	17.	     Representations	 	     32
	18.	     Information Undertakings	 	     37
	19.	     Financial Covenants	 	     40
	20.	     General Undertakings	 	     40
	21.	     EVENT OF DAULT	 	     52
	22.	     Changes to the Lenders	 	     55
	23.	     Changes to the Obligors	 	     60
	24.	     Role of the Facility Agent and Mandated Lead Arranger	 	     61
	25.	     Conduct of Business by the Finance Parties	 	     69
	26.	     Sharing Among the Finance Parties	 	     69
	27.	     Payment Mechanics	 	     70
	28.	     SET-OFF	 	     73
	29.	     Notices	 	     74
	30.	     Calculations and Certificates	 	     76
	31.	     PARTIAL INVALIDITY	 	     76
	32.	     REMEDIES AND WAIVERS	 	     76
	33.	     AMENDMENTS AND WAIVERS	 	     76
	34.	     COUNTERPARTS	 	     77
	35.	     GOVERNING LAW AND JURISDICTION	 	     77






	SCHEDULE 1	     79
	THE ORIGINAL LENDER AND COMMITMENTS	     79
	SCHEDULE 2	     81
	CONDITIONS PRECEDENT	     81
	SCHEDULE 3	     84
	Form of Utilisation Request	     84
	SCHEDULE 4	     85
	Form of Transfer Certificate	     85
	SCHEDULE 5	     87
	FORM OF COMPLIANCE CERTIFICATE	     87
	SCHEDULE 6	     88
	FORM OF ACCESSION LETTER	     88





 






    
			FACILITY AGREEMENT




     


    

 


THIS AGREEMENT ("Agreement") is made between:


 


		(1)	Ulanqab Lamb Weston Food Co., Ltd., a limited liability company duly incorporated and validly
existing under the laws of the PRC, with its registered address at Room 511, Green Food Industry Services Department, Management Committee
of Chahar Industrial Park, Ulanqab, Inner Mongolia Autonomous Region (the intersection of Zanghong Road South and Yucai North Street),
as borrower (the "Borrower");



 


		(2)	HSBC Bank (China) Company Limited, Citibank (China) Co., Ltd., Shanghai Branch, and Coöperatieve
Rabobank U.A., Shanghai Branch as mandated lead arrangers (the "Mandated Lead Arrangers");



 


		(3)	HSBC Bank (China) Company Limited as coordinator (the "Coordinator");



 


		(4)	The banks and financial institutions listed in Schedule 1 as original lenders (the "Original Lenders");
and



 


		(5)	HSBC Bank (China) Company Limited, Shanghai Branch, as agent of the Finance Parties (as defined
below) (the "Facility Agent").



 


IT IS AGREED as follows:


 


Article 1


 


Definitions and Interpretation


 


		1.	Definitions and Interpretation



 


		1.1	Definitions



 


For the purposes of this Agreement:


 


"Guarantor"
means Lamb Weston Holdings, Inc., a company incorporated and validly existing under the laws of the State of Delaware, US, which
has been listed on the New York Stock Exchange (LW-NYSE).


 


"Guarantee" means the
guarantee dated on or about the execution date of this Agreement between the Guarantor and the Facility Agent, which is governed by New
York law.


 


"Guarantor’s
Existing Credit Agreement" means the credit agreement dated as of November 9, 2016, entered into by and among the Guarantor,
certain of the Guarantor’s US Subsidiaries, Bank of America N.A., as administrative agent and other finance parties thereto,
as amended, restated, amended and restated, or otherwise replaced or modified from time to time, which is governed by New York law.


 


"Financial Indebtedness"
means any indebtedness for or in respect of:


 


		(a)	moneys borrowed;



 


		(b)	any amount raised by acceptance under any acceptance credit facility or equivalent dematerialised arrangement;



 


		(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan
stock or similar instrument;



 






    
		1	FACILITY AGREEMENT




     


    

 


		(d)	any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP,
be treated as a finance or capital lease;



 


		(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse
basis);



 


		(f)	any amount raised under any other transaction (including any forward sale or purchase agreement) having
the commercial effect of a borrowing;



 


		(g)	any derivative transaction entered into in connection with protection against or benefit from fluctuation
in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market portion of it shall be
taken into account);



 


		(h)	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter
of credit or any other instrument issued by a bank or financial institution; and



 


		(i)	any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs
(a) to (h) above.



 


"Accession
Letter" means a document substantially in the form set out in Schedule 6 (Form of Accession Letter) or in any other
form reasonably agreed between the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrower.


 


"Commitments" means:


 


		(a)	in relation to an Original Lender, the amount in RMB set opposite its name under the heading "Facility
Commitment" in Schedule 1 (The Original Lenders and Commitments) and the amount of any other Facility Commitment transferred
to it under this Agreement; and



 


		(b)	in relation to any other Lender, the amount in RMB of any Facility Commitment transferred to it under
this Agreement,



 


to the extent not cancelled, reduced
or transferred by it under this Agreement.


 


"Repeating
Representations" means each of the representations and warranties set out in Clauses 17.1 to 17.6, Clauses 17.9 to 17.13, 17.14
(c), 17.15 to 17.28.


 


"LPR" means the loan
prime rate published (if below zero, which shall be deemed as zero) by the PRC National Interbank Funding Center on (in respect of the
first Interest Period) the relevant Utilisation Date or (if there is no such rate published on such date) such rate most recently published
before such date, and (in respect of each subsequent Interest Period) the first day of such Interest Period or (if there is no such rate
published on such date) such rate most recently published before such date.


 


"Loan" means a loan
made or to be made under the Facility or the principal amount outstanding for the time being of that loan.


 


"Lender" means:


 


		(a)	any Original Lender;



 


		(b)	any Increase Lender that accedes to it in accordance with Clause 2.2 (Increase in Total Commitments)
of this Agreement; and



 






    
		2	FACILITY AGREEMENT




     


    

 


		(c)	any bank or financial institution which has become a Party in accordance with Clause 22 (Changes to
the Lenders) of this Agreement;



 


which in each case has not ceased to
be a Party in accordance with the terms of this Agreement.


 


"Loan Disbursement Account"
means the bank account opened and maintained by the Borrower with the Facility Agent prior to the first Utilisation Date under this Agreement
for the purpose of the Loan to be advanced hereunder.


 


"Security" means a
guarantee, mortgage, pledge, lien or other security interest securing any obligations of any person or any other agreement or arrangement
having a similar effect.


 


"Secured Liabilities"
means all obligations and liabilities (whether actual or contingent) from time to time of the Borrower to any Finance Party under each
Finance Document, including without limitation, any principal of each Loan, interest, penalty interest, damages, commissions, taxes, charges,
disbursements and other fees incurred by each Finance Party in enforcing its rights under each Finance Document to which it is a party
(including without limitation, legal fees, litigation costs, auction expenses and travel expenses reasonably incurred by each Finance
Party for appointing lawyers to enforce its rights under the Finance Documents to which it is a party, service fees for the agents, legal
counsel and other professional advisors of each Finance Party, but excluding any expenses which shall not be borne by the Borrower expressly
provided or by laws, regulations or competent authorities).


 


"Majority Lenders"
means:


 


		(a)	if there is no Loan then
outstanding, two or more Lenders whose Commitments aggregate 50 percent or more of the Total Commitments (or, if the Total Commitments
have been reduced to zero, whose Commitments aggregated to 50 percent or more of the Total Commitments immediately prior to that reduction);



 


		(b)	at any other time, two
or more Lenders whose participations in the outstanding Loans then aggregate 50 percent or more of the aggregate of all outstanding Loans
of all the Lenders.



 


"FATCA"
means:


 


		(a)	sections 1471 to 1474 of the Code, or any associated regulations and other official guideline;



 


		(b)	any treaty, law, regulation or other official guideline of any other jurisdiction, or relating to an intergovernmental
agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred
to in paragraph (a) above; or



 


		(c)	any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph
(a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other
jurisdiction.



 


"FATCA Exempt Party"
means a Party that is entitled to receive payments free of any FATCA Deductions.


 


"FATCA Deduction" means
a deduction or withholding from a payment under a Finance Document required by FATCA.


 


"FATCA Implementation Date"
means


 


		(a)	For the purpose of "withholdable
payments" described in Section 1473 (1) (A) (i) of the



 






    
		3	FACILITY AGREEMENT




     


    

 


	 	 	 Code (which relate to payments of interest and other specified
payments from sources within the United States), July 1, 2014;



 


		(b)	For the purpose of "withholdable
payments" described in Section 1473 (1) (A) (ii) of the Code (which relate to "gross proceeds" arising
from the disposition of certain property which can produce interest or dividends from sources within United States), the first date from
which such payment may become subject to a deduction or withholding required by FATCA;



 


		(c)	For the purpose of "passthru
payments" described in Section 1471 (d) (7) of the Code which are not in the foregoing paragraph (a) or (b),
the first date from which such payment may become subject to a deduction or withholding required by FATCA;



 


alternatively, in each case, such other
date on which such payments commence to be subject to deductions or withholdings required by FATCA as a result of a change in FATCA after
the date hereof.


 


"FATCA Foreign Financial Institution"
means a foreign financial institution as defined in Section 1471 (d) (4) of the Code, where any Finance Party is not a
FATCA Exempt Party it may be required to make FATCA Deductions.


 


"Code" means the United
States Internal Revenue Code of 1986, as amended.


 


"Fee
Letter" means that certain Fee Letter, dated on or about the date of this Agreement,
entered into between the relevant Finance Party and the Borrower relating to the relevant fee under this Agreement.


 


"Compliance
Certificate" means a certificate issued pursuant to Clause 18.2 (Compliance Certificate) of this Agreement and signed
by a director or an authorised signatory of the Borrower, substantially in the form set out in Schedule 5 (Form of Compliance
Certificate).


 


"Interest Payment Date"
means the last day of each Interest Period, each Repayment Date, each prepayment date and Final Repayment Date.


 


"GAAP" means generally
accepted accounting system or principles (in respect of the Borrower) in the PRC and (in respect of the Guarantor) in U.S.


 


"Affiliate" means,
in relation to any person, a Subsidiary or a Holding Company of that person or any other Subsidiary of that Holding Company.


 


"Disruption Event"
means any or all of the following events:


 


		(a)	a material disruption to those payment or communications systems or to those financial markets which are,
in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise for the transactions
contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any Party; and



 


		(b)	the occurrence of any other event which results in a disruption (of a technical or systems-related nature)
to the treasury or payments operations of a Party preventing that or any other Party:



 


		(i)	from performing its payment obligations under the Finance Documents; or



 


		(ii)	from communicating with other Parties in accordance with the terms of the Finance Documents,



 






    
		4	FACILITY AGREEMENT




     


    

 


and which (in either such case) is not
caused by, and is beyond the control of, the Party whose operations are disrupted.


 


"Environment and Social Risk
Management Laws" means all applicable laws and regulations:


 


		(a)	for the purpose of environmental protection and/or to prevent damage or destruction of the environment
or any other action having the similar effect;



 


		(b)	affording remedies or compensation for damage or destruction of the environment;



 


		(c)	relating to hazardous materials or health and safety things/matters; or



 


		(d)	relating to social risk management matters
(which mean matters that give rise to social conflict, endanger social stability or affect social order).



 


"Environment and Social Risk
Management Claim" means any investigation, litigation or other legal proceeding initiated or carried out by any third party (including
any governmental authority) in accordance with applicable Environment and Social Risk Management Laws.


 


"Environment
and Social Risk Management Permits" means any approval, authorization, permit or license required by or given by any governmental
authority under any Environment and Social Risk Management Laws.


 


"Repayment Date" means
each loan repayment date set out in Clause 6.1 (Repayment Dates and Amount) of this Agreement.


 


"Group"
means the Borrower and any person which is and will from time to time be a Subsidiary of the Borrower.


 


"Facility Office" means
the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that
date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under
this Agreement.


 


"Available Commitment"
means, in relation to each Lender, that Lender's Commitment minus:


 


		(a)	the amount of its participation in any outstanding Loan; and



 


		(b)	in relation to any proposed Loan to be utilised in any Utilisation Request delivered, the amount of its
participation in that Loan which are due to be made under such Utilisation Request but which has not yet been utilised.



 


"Available Facility"
means the aggregate of each Lender’s Available Commitment in respect of the Facility under this Agreement.


 


"Holding Company" means,
in relation to a person, any other person in respect of which it is a Subsidiary.


 


"Interest Period" has
the meaning given to that term in Clause 8.2 (Interest Period).


 


"Margin"
means the rate of 0.3 percent per annum.


 


"Interest
Rate Determination Date" means in relation to any proposed Loan, the Utilisation


 






    
		5	FACILITY AGREEMENT




     


    

 


Date for that Loan and, in relation to any Loan
to be utilised but outstanding, each Interest Payment Date (other than each Repayment Date, a prepayment date and the Final Repayment
Date), being re-determined on each Interest Payment Date (other than each Repayment Date, a prepayment date and the Final Repayment Date).


 


"Prepayment
Compensation" means if the Loan is repaid in full or in part prior to its maturity date in accordance with this Agreement, to
the extent permitted by laws and regulations and to the extent stipulated herein, the Borrower shall pay to the Lender the compensation
for the loss suffered by the Lender as a result of prepayment, which is the balance (if any) of:


 


		(a)	the interest that the Lender should have received on the principal amount or an Unpaid Sum obtained by
it in accordance with this Agreement for the period from the date it receives all or any part of the principal amount or Unpaid Sum of
the Loan to the latest Interest Payment Date if such principal amount or Unpaid Sum is not paid on an Interest Payment Date;



 


exceeds:


 


		(b)	the earnings which that Lender would have obtained during that period by placing an amount equal to the
principal amount or Unpaid Sum of the Loan on deposit with a major bank in the PRC interbank market.



 


"United States" or
 "US" means the United States of America.


 


"US Tax Obligor" means:


 


		(a)	any Obligor, assuming it is
a resident for tax purposes in the US; or



 


		(b)	an Obligor some or all of whose payments under the Finance Documents are from sources within the US for
US federal income tax purposes.



 


"Potential Event of Default"
means any event or circumstance which would, at the expiry of a grace period, by giving of notice or making of any determination under
any Finance Document or taking all of above actions, constitute an Event of Default.


 


"Finance
Party" means the Mandated Lead Arrangers, the Coordinators, the Facility Agent and the Lenders; and any "Finance Party"
means any one of them.


 


"Finance Document"
means this Agreement, the Guarantee Agreement, any Accession Letter, any Fee Letter and any other document designated as a "Finance
Document" by the Facility Agent and the Borrower.


 


"Facility" means the
term loan facility made available pursuant to this Agreement as described in Clause 2.1 (The Facility) of this Agreement.


 


"Authorisation" means:


 


		(a)	an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or
registration; or



 


		(b)	in relation to anything which will be fully or partly prohibited or restricted by law if a governmental
agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that
period without intervention or action.



 






    
		6	FACILITY AGREEMENT




     


    

 


"Tax" means any tax,
levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any
failure to pay or any delay in paying any of the same).


 


"Availability Period"
means:


 


		(a)	the period commencing from and including the execution date of this Agreement to and including the date
falling twenty four (24) Months after the execution date of this Agreement ("First Availability Period"); or



 


		(b)	provided that the aggregate
amount of the Loans utilised by the Borrower during First Availability Period is no less than 50 percent of the Total Commitments, the
period commencing from and including the execution date of this Agreement to and including the date falling thirty-six (36) Months after
the execution date of this Agreement,



 


for the avoidance of doubt, any amount
of the Facility undrawn at the end of the Availability Period shall be automatically cancelled.


 


"Utilisation Date"
means the date on which the relevant Loan is to be made.


 


"Utilisation Request"
means a notice substantially in the form set out in Schedule 3 (Utilisation Request) for the purpose of a utilisation of the Facility.


 


"WBND"
means the "外保内贷" as defined
in the Regulations on Foreign Exchange Administration for Cross-border Guarantee (Hui Fa [2014] No.29), i.e. the cross-border guarantee
where the guarantor is registered outside the PRC and the debtor and creditor are registered inside the PRC.


 


"Unpaid Sum" means
any sum due and payable but unpaid by an Obligor under the Finance Documents.


 


"Default" means any
Event of Default or Potential Event of Default.


 


"Event of Default"
means an event or circumstance specified as such in Clause 21 (Events of Default).


 


"Party" means a party
to this Agreement.


 


"Increase Lender" means
any bank and financial institution selected by the Mandated Lead Arrangers and the Facility Agent to accede to this Agreement pursuant
to Clause 2.2 (Increase in Total Commitments).


 


"Project"
means the project comprising of fixed assets and production lines with an expected annual
production capacity of 108,000 tons of French fries and 10,800 tons of hash brown located at the east side of Basheng Road, south side
of Chahar Industrial Park, Ulanqab.


 


"Project
Land" means the land located at the east side of Basheng Road, south side of Chahar Industrial Park. The Real Estate Ownership
Certificate No.: 蒙(2021)集宁区不动产权第00470202号.


 


“Total Project Investment”
means the total investment amount indicated in the NDRC Filing, i.e. RMB 1,625,000,000. For the avoidance of doubt, such amount should
be updated from time to time along with the most current NDRC Filing during the term of this Agreement.


 


“NDRC Filing” means
the filing of the Project with the Chahar Industrial Park Economic


 






    
		7	FACILITY AGREEMENT




     


    

 


Development Bureau dated May 31 2021, which should be updated,
supplemented or replaced and kept as current from time to time by the Borrower if necessary.


 


“Non-disposal Assets”
shall have the meaning as set forth in Section 7.4(a).


 


"Repayment Reserve Account"
means the account opened and maintained in the Facility Agent by the Borrower for the purpose of collecting all income incurred from or
related to the Project, including without limitation the revenue incurred by claim under the construction contract, management contract
or other relevant contracts and all income received or receivable once the Project is put into the normal production.


 


"Business Day" means
a day on which banks in China are generally open for business in Shanghai (and such day shall also be deemed as a business day in Hong
Kong Special Administrative Region, excluding a Saturday, Sunday or statutory holiday in China and/or Hong Kong Special Administrative
Region).


 


"Original
Financial Statements" means (in respect of the Borrower) the latest unaudited consolidated
financial statements of the Borrower; and (in respect of the Guarantor) the audited consolidated financial
statements of the Guarantor for its financial year ended 30 May 2021.


 


"Obligors"
means the Borrower or any other person that becomes a Party to this Agreement as a borrower
or guarantor (other than the Guarantor defined hereunder); and any "Obligor" means any of them.


 


"PRC"
means the People's Republic of China, which, for the purposes of this Agreement, shall exclude the Hong Kong Special Administrative Region,
the Macau Special Administrative Region and Taiwan.


 


"Material Adverse Effect"
means a material adverse effect (whether such effect is caused by the circumstances individually or in any other circumstances whatsoever
of the Obligors and/or members of the Group) on:


 


		(a)	the business, operations, property, condition (financial or otherwise), prospects or liabilities (actual
or contingent) of the Group taken as a whole;



 


		(b)	the ability of any Obligor to perform its obligations under the Finance Documents;



 


		(c)	the validity or enforceability of, or the rights or remedies of any Finance Party under, any Finance Document.



 


"Transfer Date" means,
in relation to a transfer, the later of:


 


		(a)	the proposed Transfer Date specified in that Transfer Certificate; and



 


		(b)	the date on which the Facility Agent executes that Transfer Certificate.



 


"Transfer Certificate"
means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate).


 


"Subsidiary" means
in relation to any company or corporation,


 


		(a)	any other company or corporation which is controlled, directly or indirectly, by that company or corporation;



 






    
		8	FACILITY AGREEMENT




     


    

 


		(b)	any other company or corporation more than half the issued share capital of which is beneficially owned,
directly or indirectly, by that company or corporation; or



 


		(c)	which is a Subsidiary of another Subsidiary of that company or body corporate;



 


and for this purpose, a company or corporation
shall be treated as being controlled by another if that other company or corporation is able to (either directly or indirectly and whether
by share capital, voting power, contract or otherwise) direct its affairs and/or to control the composition of the majority of its board
of directors or equivalent body.


 


"Subrogation
Foreign Debt" means the foreign debt owing by any Obligor to any offshore guarantor or offshore security provider arisen from
the performance or enforcement of any offshore guarantee and/or offshore security provided under a transaction under which the Borrower's
debt owing to a PRC financial institution is guaranteed, secured or otherwise supported by an offshore person.


 


"Total
Commitments" means the aggregate of the Commitments, being RMB 1,079,000,000 at the
date of this Agreement. Provided that if there is an accession of an Increase Lender in accordance with Clause 2.2 (Increase in Total
Commitments) of this Agreement, the Total Commitments will be increased accordingly.


 


"Final Repayment Date"
means the Initial Final Repayment Date or the Extended Final Repayment Date.


 


"Initial Final Repayment Date"
means the date falling sixty (60) Months from the first Utilisation Date under the Facility or, if such date is not a Business Day, the
Business Day immediately preceding such date.


 


"Extended Final Repayment Date"
means the date falling ninety (90) Months from the first Utilisation Date under the Facility or, if such date is not a Business Day, the
Business Day immediately preceding such date.


 


		1.2	Construction



 


		(a)	Unless a contrary indication
appears, any reference in this Agreement to:



 


		(i)	the “Facility Agent”, any “Mandated Lead Arranger”, any “Obligor”,
the “Coordinator”, any “Finance Party”, any “Lender” or any “Party”
shall be construed so as to include its successors in title, permitted assigns and permitted transferees;



 


		(ii)	“assets” includes present and future properties, revenues and rights of every description;



 


		(iii)	a “Finance Document” or any other agreement or instrument is a reference to that Finance
Document or other agreement or instrument as amended, novated, supplemented, extended or restated;



 


		(iv)	“indebtedness” includes any obligation (whether incurred as principal or as surety)
for the payment or repayment of money, whether present or future, actual or contingent;



 


		(v)	a “person” includes any individual, firm, company, corporation, government, state or
agency of a state or any association, trust, joint venture, consortium, partnership 



 






    
		9	FACILITY AGREEMENT




     


    

 


	 	 	or other entity (whether or not having separate legal
personality);



 


		(vi)	a “regulation” includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;



 


		(vii)	except as otherwise specified in this Agreement, a "month" means a period starting on
any day in any calendar month and ending on the numerically corresponding day in the next calendar month, except that:



 


		(A)	subject to sub-paragraph (C) below, if the numerically corresponding day in that period would otherwise
end on the next Business Day in the calendar month in which that period would otherwise end, if there would otherwise be a Business Day
in the calendar month in which that period would otherwise end on the next Business Day in which there would otherwise be no Business
Day, that period would end on the immediately preceding Business Day;



 


		(B)	if there is no numerically corresponding day in the calendar month in which that period would otherwise
end, that period would otherwise end on the last Business Day in that calendar month; and



 


		(C)	the above rules will only apply to the last Month of any period.



 


		(viii)	a provision is a reference to that provision as amended or re-enacted from time to time; and



 


		(ix)	a time of day is a reference to Beijing time.



 


		(b)	Section, Clause and Schedule headings are for convenience only;



 


		(c)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given
under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.



 


		(d)	A Default is "continuing"
if it has not been remedied or waived.



 


		1.3	Currency symbols and definitions



 


"RMB" denote the lawful currency
of the People's Republic of China.


 


Article 2


 


The Facility


 


		2.	The Facility



 


		2.1	The Facility



 


Subject to the terms of this Agreement,
each Lender agrees to make available to the Borrower a term loan facility in an aggregate amount equal to the Total Commitments.


 






    
		10	FACILITY AGREEMENT




     


    

 





		2.2	Increase in Total Commitments


 


		(a)	Within the period between the date of this Agreement but prior to the date falling five (5) Months
after the date of this Agreement (or other date otherwise agreed by the Facility Agent), provided that the Borrower gives a written notice
to the Facility Agent, Increase Lender may accede to this Agreement by executing an Accession Letter which may increase the Total
Commitments under this Agreement.



 


		(b)	Each Finance Party and the Obligors hereby irrevocably agree on such increase in Total Commitment and
confirm that no further written consent is required to be given by each Finance Party and the Obligors. The Facility Agent shall promptly
notify the Finance Parties and the Obligors of the accession of each Increase Lender.



 


		(c)	An Increase Lender's participation will only be effective when an Accession Letter is duly executed by
an Obligor, that Increase Lender and the Facility Agent. For this purpose, each Lender irrevocably authorises the Facility Agent to execute
each Accession Letter on its behalf.



 


		(d)	Notwithstanding Clause 5.4 (Lenders'
participation) of this Agreement, in each utilisation after each Accession Letter becomes effective, the Borrower shall first utilise
such increased amount in the Total Commitments provided by the Increase Lender(s) while each Increase Lender will make available
per its proportion under the increased amount, until after several Utilisation, the Loans borne by the Increase Lender(s) to the
amount of Loans borne by all Lenders bears the same proportion of the increased amount in Total Commitments to the Total Commitments
at that time, then each utilisation by the Borrower thereafter shall continue to be made in accordance with Clause 5.4 (Lenders' participation)
of this Agreement.



 


		(e)	Such Loan newly utilised shall
be applied and paid in accordance with the other provisions of this Agreement (including without limitation, Clauses 3.1 (Loan
Purpose) and 5.5 (Loan Disbursement and Payment).



 


		2.3	Finance Parties’ rights and obligations



 


		(a)	The obligations of each Finance
Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents
does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of
any other Finance Party under the Finance Documents.



 


		(b)	The rights of each Finance Party under or in connection with the Finance Documents are separate and independent
rights. Any debt arising under the Finance Documents to a Finance Party from an Obligor shall be separate and independent debts.



 


		(c)	A Finance Party may, except
as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.



 


		3.	Loan Purpose



 


		3.1	Loan Purpose



 


		(a)	The Borrower shall apply all amounts borrowed by it under the Facility towards fixed assets investment
related purposes, which are subject to the Borrower’s business scope and the applicable PRC laws and regulations, including but
not limited to procurement of plant, property and equipment, and other reasonable fixed asset investments.



 






    
		11	FACILITY AGREEMENT




     


    

 


		(b)	The Borrower shall not use any
of the Loan for any other purpose, including without limitation, to directly or indirectly make equity investment, speculation in any
securities market, futures market, bond markets or other similar fields, investment in structured deposit, financial derivatives,
private lending markets, wealth management or distributed products through financial institutions, or to extend and/or repay entrustment
loans (unless it is not prohibited by the applicable laws or regulations), or use any of the Loan for any other investment or business
prohibited by the governmental authorities.



 


		3.2	Monitoring



 


		(a)	Subject to applicable laws and
regulations, each Lender shall, at any time, have the right (but in any event under no contractual
obligation) to regulate or verify the application of any amount borrowed pursuant to this Agreement. Each
Lender shall have the right to reasonably request the Borrower to provide, subject to the confidentiality provisions set forth
herein, any documents and information relating to the application of the Loan in order for that Lender
to monitor or verify the application of any amount borrowed pursuant to this Agreement. The Borrower shall take reasonable efforts to
cooperate.



 


		(b)	In any case, any failure to
do so by any Lender will not give rise to any defence which the Borrower or any other Obligor
may have against the Borrower's or any other Obligor's repayment and performance of the Secured Liabilities or otherwise mitigate, release
or prejudice the obligations of the Borrower or any other Obligor under the Finance Documents.



 


		4.	Conditions Precedent of Utilisation



 


		4.1	Conditions Precedent of First Utilisation



 


		(a)	The Borrower may not deliver
a Utilisation Request for the initial Utilisation under this Agreement unless the Facility Agent has received (or waived) all of
the documents and evidence listed in and appearing (without making any substantial check) to (acting on the instructions of all Lenders)
comply with the requirements of Schedule 2 (Conditions Precedent). The Facility Agent shall notify the Borrower and each Lender
promptly upon receiving such documents and evidence.



 


		(b)	Each Lender authorises
(but does not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or
losses whatsoever as a result of giving any such notification.



 


		4.2	Conditions Precedent of Each Utilisation



 


No Lender is obliged to make a Loan
available pursuant to Clause 5.4 (Lenders' participation) unless, on the date of the Utilisation Request and on the proposed Utilisation
Date:


 


		(a)	no Potential Event of Default or Event of Default is continuing;



 


		(b)	the utilisation shall not violate the regulatory requirements under the applicable laws and regulations,
and any other supporting document (if any) relating to the utilisation as required by the laws and regulations of the PRC have been provided;



 


		(c)	any Repeating Representation made by any Obligor in accordance with the Finance Documents is true and
accurate;



 


		(d)	in respect of any proposed Loan, evidence that the ratio of the Borrower's injected capital 



 






    
		12	FACILITY AGREEMENT




     


    

 


	 	 	to Project
capital is not less than the ratio of the outstanding amount of all Loans to the Total Commitment after such utilisation;



 


		(e)	in respect of any proposed Loan, evidence that the ratio of the Borrower's used self-owned funds to Project
capital is not less than the ratio of the outstanding amount of all Loans to the Total Commitment after such utilisation;



 


		(f)	contracts, invoices or other
supporting documents reasonably satisfactory to the Facility Agent (on the instruction of all Lenders) evidencing the expenditures
in connection with the Project and the content of such contracts, invoices and supporting documents shall match the project progress report
issued by the project cost consultant;



 


		(g)	evidence reasonably satisfactory
to the Facility Agent (on the instruction of all Lenders) that the construction schedule of the Project matches the investment amount
of the Project; and



 


		(h)	no Material Adverse Effect has occurred and is continuing.



 


Article 3


 


Utilisation


 


		5.	Utilisation



 


		5.1	Delivery of a Utilisation Request



 


The Borrower may utilise the Facility
on delivery to the Facility Agent of a duly completed Utilisation Request during the Availability Period, and the Borrower shall ensure
that the first Utilisation Date will not be later than the date (including such date) falling six (6) Months after the date of this
Agreement.


 


		5.2	Completion of a Utilisation Request



 


		(a)	Each Utilisation Request is irrevocable once delivered. The Borrower is obliged to utilise the proposed
Loan pursuant to the terms and conditions of this Agreement and pursuant to the dates, amounts and currency specified in the Utilisation
Request upon delivery of such Utilisation Request.



 


		(b)	Each Utilisation Request shall not be regarded as having been duly completed unless each of the following
requirements is satisfied:



 


		(i)	each Utilisation Request is delivered at least five (5) Business Days prior to the proposed Utilisation
Date (or other date otherwise agreed by the Facility Agent);



 


		(ii)	the proposed Utilisation Date is a Business Day within the Availability Period;



 


		(iii)	purpose of the Loan is specified;



 


		(iv)	the currency and amount of the utilisation comply with Clause 5.3 (Currency and amount).



 


		(c)	Only one proposed Loan may be requested in each Utilisation Request. During the Availability Period, the
Borrower may utilise the Loan by delivering separate Utilisation Requests but at any time no more than twenty-four (24) times.



 


		(d)	The Borrower shall submit to the Facility Agent, at the same time as it submits the



 






    
		13	FACILITY AGREEMENT




     


    




 


	 	 	 Utilisation Request,
the complete details of the loan purpose of the proposed utilisation (including payee, account number for collection, amount and currency
of payment, purpose of payment, contract and order numbers and invoices (if any), as well as any other supporting documents reasonably
required by the Lender) and the payment instruction for entrusted payment of relevant Loans. The Facility Agent shall provide each Lender
with a copy of such detailed documents on receipt of them, while each Lender shall independently review documents and confirm to the Facility
Agent in a specified period requested by the Facility Agent.



 


		5.3	Currency and amount



 


		(a)	The currency for the proposed Loan specified in the Utilisation Request must be RMB.



 


		(b)	The amount of the proposed utilisation in the Utilisation Request must be an amount with a minimum of
RMB 5,000,000 and an integral multiple of RMB 1,000,000 or such other amount as the Facility Agent (acting on the instructions of the
Majority Lenders) may agree.



 


		5.4	Lenders' participation



 


		(a)	The Facility Agent shall notify each Lender of its participation in each Loan no later than two (2) Business
Days prior to the Utilisation Date; the amount of each Lender's participation in each such Utilisation shall be equal to the proportion
borne by its Available Commitment to the Available Facility.



 


		(b)	If the conditions set out in
Clause 4 (Conditions Precedent of Utilisation) of this Agreement have been satisfied and the Borrower has properly delivered a
Utilisation Request in accordance with Clause 5.1, 5.2 and 5.3, each Lender shall, no later than 11: 00 a.m. of the Utilisation
Date, make its participation in each Loan paid into the account designated by the Facility Agent in accordance with the provisions hereof
and the amount requested in the notice given to it by the Facility Agent, and the Facility Agent then will promptly remit all amount to
the Loan Disbursement Account of the Borrower.



 


		5.5	Loan Disbursement and Payment



 


		(a)	Any payment of a Loan under
any Facility of this Agreement shall be made by way of "entrusted payment by the Lenders". After the funds of relevant Loans
are remitted into the Loan Disbursement Account in accordance with paragraph (b) of Clause 5.4 (Lenders' participation) above,
the Facility Agent shall promptly remit such Loans funds directly to the relevant payee in accordance with the payment instructions
given by the Borrower and the details under paragraph (d) of Clause 5.2 (Completion of a Utilisation Request) within the time
permitted by laws and regulations or the Facility Agent's internal operating guidelines. The Facility Agent is entitled to refuse to make
the advance or payment if the payee or payment account number under the payment instructions given by the Borrower does not match the
detailed documents provided;



 


		(b)	In respect of any payment directly to the relevant payee by the Facility Agent pursuant to paragraph (a) above,
if it is returned to the Loan Disbursement Account of the Borrower due to the incomplete or incorrect payment elements filled in by the
Borrower or any reason not attributable to the Lenders, the Facility Agent is entitled to suspend credit to the Loan Disbursement Account
for such returned amount or freeze such returned amount credited to the Loan Disbursement Account until the Borrower re-submits the correct
and complete payment instructions.



 


		(c)	The
Borrower hereby undertakes and warrants to the Facility Agent that: (i) the Facility



 






    
		14	FACILITY AGREEMENT




     


    

 


	 	 	Agent shall not assume any responsibility for the authenticity, accuracy,
appropriateness or validity of any document provided by the Borrower even if the Facility Agent conducted the examination of such documents
and has made the entrusted payment accordingly; (ii) the Borrower shall not instruct the Facility Agent to pay the Loan proceeds
to other bank account(s) opened by the Borrower; and (iii) the Borrower shall not evade any regulation of the Lenders
in relating to the minimum utilisation limit under the entrusted payment by way of breaking down the whole amount into parts.



 


		(d)	Upon the occurrence of any Event of Default, the Facility Agent is entitled to suspend any payment of
any Loan and cease any utilisation of any amount in the Loan Disbursement Account without prejudice to any other consequence of any Event
of Default.



 


Article 4


 


REPAYMENT, PREPAYMENT AND CANCELLATION


 


		6.	REPAYMENT



 


		6.1	Repayment Date and Amount



 


The Borrower shall repay the Loans utilised
but outstanding in instalments by repaying on each date specified in the table below (each such date, a "Repayment Date")
an amount equal to the percentage of the aggregate principal amount of the Facility on the last day of the Availability Period.


 


	 	Repayment Date	Repayment Amount
	 	On the date falling (i) thirty-six (36) Months from the first Utilisation Date (“Date A”) and/or six (6) months from the first operating date (which shall be decided by the Majority Lenders and immediately notified to the Facility Agent and the Borrower) when the cash flow will be generated from the Project after all the construction of the Project has been completed (“Date B”) 	
    (i)       If
    Date B is earlier than Date A, the repayment amount for the first instalment on Date B shall be 0.25% of all Loan amount utilized
    but outstanding by the Borrower on Date B (“First Repayment Amount”),
    then the Borrower shall repay on Date A the balance amount which equals 1.75% of all Loan amount utilised but outstanding by the Borrower
    on the last day of the Availability Period minus First Repayment Amount;

     

    (ii)      If
    Date A is earlier than Date B, the repayment amount for the first instalment on Date A shall be 1.75% of all Loan amount utilized
    but outstanding by the Borrower on the last day of the Availability Period, and the Borrower is not required to repay any amount on Date
    B.




 






    
		15	FACILITY AGREEMENT




     


    

 


	 	On the date falling thirty-nine (39) Months from the first Utilisation Date	1.75% of all Loans amount utilised but outstanding by the Borrower on the last day of the Availability Period
	 	On the date falling forty-two (42) Months from the first Utilisation Date	2.0% of all Loans amount utilised but outstanding by the Borrower on the last day of the Availability Period
	 	On the date falling forty-five (45) Months from the first Utilisation Date	2.0% of all Loans amount utilised but outstanding by the Borrower on the last day of the Availability Period
	 	On the date falling forty-eight (48) Months from the first Utilisation Date	2.25% of all Loans amount utilised but outstanding by the Borrower on the last day of the Availability Period
	 	On the date falling fifty-one (51) Months from the first Utilisation Date	2.25% of all Loans amount utilised but outstanding by the Borrower on the last day of the Availability Period
	 	On the date falling fifty-four (54) Months from the first Utilisation Date	2.5% of all Loans amount utilised but outstanding by the Borrower on the last day of the Availability Period
	 	On the date falling fifty-seven (57) Months from the first Utilisation Date	2.5% of all Loans amount utilised but outstanding by the Borrower on the last day of the Availability Period
	 	Final Repayment Date	The entire outstanding amount of the Loans. Provided that if the term of the Loans is extended to Extended Final Repayment Date pursuant to Article 6.3 (Loan Extension) hereof, the Borrower and all Lenders shall negotiate and reach an agreement on the prepayment schedule after the extension, or the Borrower shall repay  all the outstanding amount on the Initial Final Repayment Date.


 


The Borrower shall repay the Loans in
accordance with the repayment schedule in the table above and pay interest thereon in accordance with the provisions of this Agreement.
If the relevant date set out in the left column (Repayment Date) of the table above is not a Business Day, being the Business Day immediately
preceding such date.


 






    
		16	FACILITY AGREEMENT




     


    

 





		6.2	Repayment


 


The Borrower shall remit the corresponding
Repayment Amount to an account designated by the Facility Agent by way of wire transfer or inter-bank transfer before 11: 00 a.m. on
each Repayment Date.


 


		6.3	Loan Extension



 


		(a)	On any Business Day during the
period commencing from the date of this Agreement and expiring at the date falling ninety (90) days prior to the Initial Final Repayment
Date (or other date as the Facility Agent may otherwise agree), the Borrower may deliver to the Facility Agent a written request
to extend the term of the Loans from Initial Final Repayment Date to Extended Final Repayment Date (an "Extension Request").



 


		(b)	The Facility Agent shall
notify each Lender of the details of the Extension Request as soon as practicable.



 


		(c)	Each Lender shall be entitled,
in its sole discretion, to decide whether or not to grant an Extension Request and shall notify the Facility Agent of its decision
within forty-five (45) Business Days of receipt of notice from the Facility Agent.



 


		(d)	If any Lender does not accept
an Extension Request, the Borrower shall repay to such Lender(s) its participations in the Loans (an "Unextended Loan")
on the Initial Final Repayment Date, and the Facility Agent shall notify the Borrower and each Lender thereof as soon as practicable.



 


		(e)	If all or part of the Lenders
agree to an Extension Request, then all or such part of the Lenders may extend the term of the Loans to Extended Final Repayment Date
and the Facility Agent shall notify the Borrower and each Lender thereof accordingly. If the term of the Loans is extended (whether
it is agreed to by all or part of the Lenders), the Borrower shall repay the outstanding Loans from Initial Final Repayment Date to Extended
Final Repayment Date in accordance with Clause 6.1 (Repayment Date and Amount) above.



 


		6.4	No Re-Borrowing



 


The Borrower may not re-borrow any part
of the Loans which is repaid without the prior written consent of all Lenders.


 


		7.	Prepayment and Cancellation



 


		7.1	Illegality



 


If,
at any time, it is or will become unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated
by this Agreement or to fund or maintain its participation in any Loan:


 


		(a)	that Lender shall promptly notify the Facility Agent upon becoming aware of that event and shall use its
best endeavours to look for and transfer all of its rights and/or obligations under this Agreement to a new Lender (“New Lender”)
approved by the Borrower in accordance with Clause 22 of this Agreement;



 


		(b)	upon the Facility Agent notifying the Borrower, the relevant Commitment of that Lender will be immediately
cancelled; and



 


		(c)	the Borrower must, after the Facility Agent has notified it, repay that Lender's participation in the
Loans made to the Borrower on (i) the Interest Payment Date for each



 






    
		17	FACILITY AGREEMENT




     


    

 


	 	 	 Loan or (ii) if earlier, the last day of any applicable
grace period permitted by law.



 


		7.2	Voluntary cancellation



 


		(a)	Unless otherwise provided in this Clause 7.2, the Borrower may, on a Business Day during the Availability
Period, cancel the whole or any part of the Available Facility without any additional fee as a result of such cancellation by giving the
Facility Agent a prior written notice at least fifteen (15) days in advance (or such shorter period as the Majority Lenders may agree)
and prior to 11.30 a.m. of that date;



 


		(b)	in respect of any cancellation under Available Facility by the Borrower under paragraph (a) above,
each cancellation shall be a minimum amount of RMB 10,000,000 and an integral multiple of RMB 10,000,000 or an amount equal to all Available
Facility;



 


		(c)	the Available Facility that has not been utilised by the Borrower at the expiry date of the Availability
Period shall be automatically cancelled;



 


		(d)	the amount of the Available Facility cancelled pursuant to this Clause 7.2 will reduce the Commitment
of each Lender in pro rata to the Commitments then available to the Borrower; and



 


		(e)	the Borrower may not re-borrow any cancelled Available Facility.



 


		7.3	Voluntary prepayment of Loans



 


		(a)	Voluntary prepayment of Loans



 


At
any time, including during the Availability Period (provided that the available Commitments shall be cancelled before such prepayment),
the Borrower may, upon giving the Facility Agent a prior written notice on a Business Day at least fifteen (15) days in advance (or such
shorter period as the Majority Lenders may agree) and prior to 11.30 a.m. of that date, prepay the whole or any part of the Loans
and any interest incurred thereof without any additional fee or penalty other than the Prepayment Compensation, if any (but in the case
of a partial prepayment, being at least an amount of RMB 50,000,000 and an integral multiple of RMB 10,000,000 or other amount as the
Facility Agent may agree).


 


		(b)	If a prepayment date under paragraph (a) above
falls on an Interest Payment Date, the Borrower shall not be required to pay any Prepayment Compensation, any premium or any other
additional fees or penalties. If a prepayment date under paragraph (a)  above falls on a date which is not an Interest Payment Date
(for the purpose of this Clause 7.3, the Interest Payment Date shall exclude each prepayment date), Prepayment Compensation shall be paid
in accordance with Clause 7.7 of this Agreement (for the avoidance of doubt, such provision does not apply to relevant laws and regulations
(including without limitation the Notice on Further Regulating Credit Facility Charges to Lower Comprehensive Costs of Corporate Financing
(Yin Bao Jian Fa [2020] No.18), including such provision as amended or re-enacted from time to time) where no compensation is to be collected.
The Prepayment Compensation shall be determined pursuant to applicable laws, regulations and the regulations of competent institutions.



 


		(c)	If the Borrower voluntarily prepays any amount pursuant to this Clause 7.3, the Borrower shall also prepay
all interest incurred thereof which is due and payable under this Agreement on the date of such prepayment.



 






    
		18	FACILITY AGREEMENT




     


    

 








		(d)	Any prepayment pursuant to this Clause 7.3 shall be made by the Lenders in pro rata to the Loans
then being made by all Lenders to the Borrower.



 


		(e)	The Borrower, if upon a voluntary
prepayment, shall remit the amount of prepayment specified in the prepayment notice to an account designated by the Facility Agent by
way of wire transfer or inter-bank transfer no later than 11:00 a.m. on the prepayment date specified in the prepayment notice.



 


		7.4	Mandatory prepayment



 


		(a)	If the Borrower receives any net proceeds as a result of any disposal (excluding any regular maintenance,
improvement, repair, remodelling or replacement of the Project for normal operation purpose) of all or part of the Project Land, the workshops
in a size of 70,727.9 square meters, the buildings for production, power center, polluted water discharge station, storage for potatoes
and administrative buildings (in construction or after completion) as included in the NDRC Filing (“Non-disposal Assets”),
it shall promptly notify the Facility Agent upon becoming aware of such condition and promptly prepay to the Facility Agent (for and on
behalf of each Lender) the whole or part of the principal amount outstanding of the Loans at the time and in the amount, if any, as the
Facility Agent (acting on the instructions of the Majority Lenders) may require not exceeding the aggregate amount of net proceeds so
received by the Borrower.



 


		(b)	If (i) the Borrower becomes aware of a cost overrun (the total amount of the construction costs and
relevant expenses) over 120% of the Total Project Investment and is not able to update any applicable government approvals or filings
as required by local Ulanqab authority, or (ii) the Borrower is not able to complete the Project before or on the date that is 60-days
after the completion date indicated on the construction permit or any later date approved in an extension from Ulanqab local authority;
it shall promptly notify the Facility Agent (on behalf of the Majority Lenders) upon becoming aware of such condition. Subsequently, within
one (1) month counting from the date of cost overrun or date overdue, the Borrower shall promptly prepay to the Facility Agent (for
and on behalf of each Lender) the whole or part of the principal amount outstanding of the Loans at the time and in the amount, if any,
as the Facility Agent (acting on the instructions of the Majority Lenders) may require.



 


		(c)	If the Borrower receives a government issued announcement determining on a expropriation, compulsory expropriation,
or confiscation of all or part of the business or assets of the Project including the Non-disposal Assets (“Government Intervention”)
with the details of (a) the name and title of the initiating government, (b) the document number and date and purpose of such
announcement, (c) the scope of assets or business, and (d) the compensation standard for such Government Intervention (the “Government
Announcement”); it shall promptly notify the Facility Agent upon receiving such Government Announcement. The Facility Agent shall
grant a grace period for a term of 2 months for the Borrower before the Borrower shall promptly prepay the whole or part of the principal
amount outstanding of the Loans at the time and in the amount, if any, at the discretion of the Facility Agent (acting on the instructions
of the Majority Lenders).



 


		(d)	In the event that the Project
is materially damaged or lost and, in connection therewith, the Borrower receives any insurance indemnities or any other cash payment
related to insurance in excess of RMB 10,000,000 (an "Amount", collectively, "Amounts") under any insurance
policies relating to the Project, such Amounts shall be used for the reconstruction or repair of the Project. Nevertheless, if such Amount
is not utilized for reconstruction or repair or such reconstruction or repair will cause a delay having a Material Adverse Effect on the
Project, the Borrower shall promptly, upon the request of the Facility Agent (acting on the instructions of the Majority Lenders), prepay
to the 



 






    
		19	FACILITY AGREEMENT




     


    

 


			Facility
Agent (for and on behalf of each Lender) an amount, if any, requested by the Facility Agent not exceeding the aggregate Amounts so received
by the Borrower.


  


		(e)	If the Borrower receives any net proceeds from the disposal of assets not otherwise permitted by clause
20.8, it shall promptly notify the Facility Agent upon becoming aware of such condition and, upon the request of the Facility Agent (acting
on the instructions of the Majority Lenders), will promptly prepay to the Facility Agent (for and on behalf of each Lender) an amount
requested by the Facility Agent not to exceed the aggregate amount of net proceeds so received by the Borrower; provided, however, that
such proceeds shall not be required to be so applied to the extent (1) the Borrower notifies the Facility Agent that it intends to
reinvest such proceeds for the purpose of acquiring assets used, or useful to, its business, and (2) such reinvestment is consummated
within 180 days of receipt of the net proceeds.



 


		(f)	If any expropriation, attachment, sequestration, distress or execution affects
any asset or assets of a member of the Group having an aggregate value of not less than RMB 50,000,000,
which have Material Adverse Effect on the ordinary business and is not discharged within ten (10) days, the Borrower shall promptly,
upon the request of the Facility Agent (acting on the instructions of the Majority Lenders), prepay to the Facility Agent (for and on
behalf of each Lender) an amount which equals to the value of such assets.



 


		7.5	Borrower's Right of Prepayment and cancellation in relation to a Single Lender



 


		(a)	If



 


		(i)	any sum payable to any Lender by an Obligor is required to be increased under paragraph (a) of Clause
12.2 (Tax gross-up);



 


		(ii)	any Lender claims indemnification from any Obligor under Clause 12.3 (Tax indemnity) or Clause
13.1 (Increased costs); or



 


		(iii)	a Lender is not or ceases to be a FATCA Exempt Party for any payment to be made to a Lender (or the Facility
Agent on its behalf) in respect of any Finance Document at any time on or after the date falling three (3) Months prior to the earliest
FATCA Implementation Date, and as a result such Party must make a FATCA Deduction from the payment to be made to a Lender (or the Facility
Agent on its behalf) on and after the FATCA Implementation Date;



 


the
Borrower may (but is not obliged), whilst the circumstance giving rise to the requirement for that increase or indemnification
continues, give notice to the Facility Agent of cancellation of the Available Commitment of that Lender and/or require payment of that
Lender's participation in the Loans.


 


		(b)	On receipt of a notice referred to in paragraph (a) above, the Available Commitment of that Lender
will immediately be reduced to zero.



 


		(c)	The Borrower must prepay that Lender's participation in the relevant Loans on the first Interest Payment
Date falling after the Borrower has given notice under paragraph (a) above.



 


		7.6	Restrictions



 


		(a)	Any notice of cancellation
or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless otherwise expressly




 






    
		20	FACILITY AGREEMENT




     


    

 


			provided
in this Agreement, shall specify the date or dates upon which and the amount of that cancellation or prepayment is to be made.



 


		(b)	Any prepayment under this Agreement shall be
made together with accrued interest on the amount prepaid.



 


		(c)	The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Available
Facility at the time and in the manner other than expressly provided in this Agreement.



 


		(d)	Any Loans prepaid by the Borrower
under this Clause 7 (Prepayment and Cancellation) shall be repaid against each instalment in positive order from the first instalment
of repayment in the order set out in Clause 6.1 (Repayment Date And Amount) of this Agreement. The amount prepaid will repay the
Loans made by each Lender in pro rata to the Borrower at such time according to the scheduled
repayment instalments.



 


		(e)	On receipt of a notice referred to in this Clause 7 (Prepayment and Cancellation), the Facility
Agent shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.



 


		(f)	The Borrower may not re-borrow
the Loan which has been prepaid without the prior written consent of all Lenders.



 


		(g)	The Borrower which makes a mandatory prepayment shall remit the prepayment amount required by the Facility
Agent to an account designated by the Facility Agent by way of wire transfer or inter-bank transfer no later than 11:00 a.m. on the
prepayment date determined pursuant to the preceding paragraph.



 


		7.7	Prepayment Compensation



 


		(a)	Subject to the other provisions of this Agreement, the Borrower shall, within three (3) Business
Days of a request by a Finance Party, pay the Prepayment Compensation to that Finance Party in accordance with Clause 7.3.



 


		(b)	Each Lender shall, promptly after a request by the Facility Agent, provide supporting documentation confirming
the amount of Prepayment Compensation incurred during the relevant period.



 


Article 5


 


COSTS OF UTILISATION


 


		8.	Interest



 


		8.1	Interest Rate



 


The
interest rate for each Loan under this Agreement shall be the aggregate of the applicable 5-year LPR rate as last published relating
to the relevant Interest Period and the Margin. The interest rate is annualized and simple interest rate.


 


		8.2	Interest Period



 


		(a)	An Interest Period shall start on the Utilisation Date or on the date on which its preceding



 






    
		21	FACILITY AGREEMENT




     


    

 


		 	 Interest
Period ends.



 


		(b)	Any Interest Period shall be three (3) Months.



 


		(c)	An Interest Period for each Loan shall not extend beyond the maturity date for such Loan and the last
Interest Period shall end on or before the Final Repayment Date.



 


		(d)	Except as otherwise provided in this Agreement, interest on each Loan during any Interest Period shall
accrue from the first day of such Interest Period to the last day of such Interest Period (excluding such date) at the rate applicable
thereto.



 


		(e)	Prior to determining an Interest Period for each Loan, the Facility Agent shall be entitled to shorten
an Interest Period to ensure that a sufficient Interest Period for the Loans would end on a Repayment Date in order for the Borrower to
repay the relevant repayment instalment due on that date. In such case, the Facility Agent shall notify the Borrower and the Lenders of
the determination of an Interest Period.



 


		(e)	The first Interest Period of the first Loan shall be calculated from the first Utilisation Date and terminated
on the immediate Interest Payment Date; each subsequent Interest Period of this Loan shall start from the expiry date of last Interest
Period and terminate on the next Interest Payment Date.



 


		(f)	The first Interest Period for each subsequent Loan (after the first Loan) will be calculated from the
disbursement date of that Loan, and if the Interest Period of that Loan will exceed the Interest Payment Date of the current Interest
Period of the first Loan, then the Interest Period of that Loan shall terminate on the Interest Payment Date of the current Interest Period
of the first Loan.



 


		(g)	Each Interest Period (other than the first Interest Period) for each Loan shall commence on (and including)
the Interest Payment Date of the previous Interest Period for that Loan.



 


		8.3	Calculation of Interest



 


Subject to the provisions of Clause
9.3, the interest with respect to each Loan shall be calculated on the simple interest and on the basis of a three hundred sixty (360)
day year for the actual number of days elapsed.


 


		8.4	Payment on Interest Payment Date



 


Interest on each Loan shall be payable
on each Interest Payment Date.


 


		8.5	Payment by the Borrower



 


The
Borrower shall remit the current amount of interest payable in full to the account designated by the Facility Agent by way of wire transfer
or inter-bank transfer no later than 11:00 a.m. on each Interest Payment Date.


 


		9.	Default Interest



 


		9.1	Penalty Interest on Overdue Period



 


If
the Borrower fails to pay any amount payable under this Agreement on the due date in accordance with the provisions of this Agreement,
the penalty interest rate of the Borrower set forth in this Agreement is 130 percent of the applicable interest rate specified
in Clause 8.1


 






    
		22	FACILITY AGREEMENT




     


    

 


(Interest Rate), or (if lower) at the lowest penalty interest rate for overdue amount applicable under the then applicable
PRC laws. Any payment of default interest (including default interest) on such overdue amount for the period from the due date until the
date of actual payment shall include interest for the period before and after judgment. The Lender's right to collect penalty interest
on overdue amount from the Borrower shall not affect other rights of the Lender under any Finance Document or applicable law.


 


		9.2	Penalty Interest for Misappropriation



 


In
the event that the Borrower misappropriates any Loan (or any part thereof) for the purpose other than that set out in Clause 3.1 (Loan
Purpose), the Borrower shall immediately upon request by the Facility Agent pay to the Facility Agent penalty interest for misappropriation
for the benefit of the Lender making such Loan. Such penalty interest for misappropriation shall be calculated on the basis of the amount
misappropriated and the actual number of days misappropriated at 150 percent of the applicable interest rate specified in Clause
8.1 (Interest Rate), or (if lower) at the lowest default interest rate for the misappropriated amount then applicable under PRC
law. The Lender's right to collect penalty interest for misappropriation from the Borrower shall not affect other rights of the Lender
under any Finance Document or applicable law. In case the same amount of the Loan is both overdue and misappropriated, the higher penalty
interest rate shall apply.


 


		9.3	Compound Interest



 


Upon
notice to the Borrower that default interest is accruing pursuant to this Clause 9, any default interest shall become due and payable
by the Borrower on the date specified by the Facility Agent (which date shall be no less than three (3) days after such notice).
Upon receipt of the payment from the Borrower, the Facility Agent shall transfer such overdue penalty interest, default interest and/or
penalty interest for misappropriation to the relevant Lender in pro rata in accordance with the overdue Loan and/or the misappropriated
Loan. In case of failure to pay on time and penalty interest, the Facility Interest Rate shall apply a compound interest rate on
quarterly basis.


 


		10.	Changes to the Calculation of Interest



 


		10.1	Market Disruption



 


		(a)	Subject to Clause 10.3 (Alternative criteria), with respect of each Loan, if a Market Disruption
Event occurs during the term of that Loan, the rate per annum applicable to each Lender's participation of that Loan shall be the rate
per annum notified to the Facility Agent by that Lender as soon as practicable, representing the cost to that Lender of raising its participation
of the Loans from whatever source it may reasonably select plus a reasonable margin.



 


		(b)	In this Agreement, Market Disruption Event means:



 


		(i)	the interest rate on a Loan shall be determined by reference to the LPR but LPR no longer exists in the
market; or



 


		(ii)	at noon on the Business Day
immediately following the applicable Interest Rate Determination Date, the Facility Agent receives notice from one or more Lenders (whose
participations individually or in the aggregate exceed 30 percent. of the Loans outstanding then), accompanied with evidence showing
that there has been any increase in the cost to that Lender or Lenders to fund the Loans under this Agreement and the increase materially
affects the profits of that Lender or Lenders, then "Market Disruption" clauses will be launched, and the Facility Agent shall 



 






    
		23	FACILITY AGREEMENT




     


    

 


		 	notify the Borrower and the relevant Finance Parties as soon as practicable thereof (such notice being a Market Disruption Notice).



 


		10.2	No Suspension of Utilisations



 


If a Market Disruption Event applies
to a Loan to be advanced, the Loan shall be advanced on the required Utilisation Date, subject to Clause 10.3 (Alternative criteria).


 


		10.3	Alternative criteria



 


		(a)	If a Market Disruption Event occurs and the Facility Agent or the Borrower so requires, the Facility Agent
and the Borrower shall immediately enter into negotiations (which shall take no more than thirty (30) days) with a view to agreeing a
new alternative rate of interest.



 


		(b)	Any alternative rate of interest agreed pursuant to paragraph (a) above shall, upon the prior consent
of the Majority Lenders and the Borrower, be binding on all Parties.



 


		(c)	For the avoidance of doubt, if no alternative rate of interest is agreed between the Borrower and the
Lenders within thirty (30) Days after the commencement of negotiations, the rate of interest applicable to the Loan shall be the rate
determined in accordance with Clause 10.1(a).



 


		11.	Fees



 


		11.1	Commitment fee



 


		(a)	The Borrower shall pay to the Facility Agent, for the account of each Lender, a commitment fee equal to
0.3 percent per annum on the average daily undrawn balance of the Facility, which fee shall be calculated quarterly in arrears, commencing
on the date hereof until the earlier of (x) the last day of the Availability Period or (y) the date on which the Facility is
cancelled in full.



 


		(b)	The commitment fee shall be payable quarterly in arrears during the Availability Period and on the following
date:



 


		(i)	each Interest Payment Date;



 


		(ii)	the last date of the Availability Period;



 


		(iii)	to the extent any Lender’s Commitment is cancelled in
full prior to the last day of the Availability Period, the date of such cancellation.



 


		(c)	The commitment fee shall be calculated on the basis of a three hundred and sixty (360) day every year.



 


		(d)	The commitment fee will not be refunded in any case after payment.



 


		(e)	The commitment fee paid pursuant to this Clause 11.1 shall be shared by each Lender according to the proportion
of each Lender’s Available Commitment then to the Available Facility.



 


		11.2	Other fees



 


The Borrower shall pay to the relevant
Finance Party the other fees in respect of this Agreement in accordance with the relevant Fee Letter in the amount and at the time specified
therein.


 






    
		24	FACILITY AGREEMENT




     


    

 


For any fee payable under this Agreement
and the relevant Fee Letter, each Finance Party shall, for the purpose of charging such fees, cooperate to provide the invoice at the
Borrower's reasonable request.


 


Article 6


 


Additional Payment Obligations


 


		12.	Tax Gross-up and Indemnities



 


		12.1	Definitions



 


In this Clause 12:


 


"Tax Deduction" means
a deduction or withholding for or on account of any present or future Tax from any payment under a Finance Document, other than a FATCA
Deduction.


 


"Tax Credit"
means a credit against, relief or remission for, refund or repayment of any Tax.


 


"Tax Payment" means
an increased payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax
indemnity).


 


		12.2	Tax Gross-up



 


		(a)	All payments to be made by an
Obligor to any Finance Party under the Finance Documents must be made without any Tax Deduction, unless a Tax Deduction is required
by law. If an Obligor is required by law to make a Tax Deduction, and if that Tax Deduction is not described
in the exclusions in paragraph (a)(i) through (vii) of Clause 12.3 (Tax Indemnity) (“Non-Excluded Tax Deduction”)
that Obligor must increase the amount payable (to the extent of such Non-Excluded Tax Deduction required) with the result that such Finance
Party receives a sum net of any deduction or withholding equal to the sum which it would have received had no Non-Excluded Tax Deduction
been made or required to be made; provided however, a Finance Party shall not receive a greater after-tax amount resulting from a change
in law.



 


		(b)	An Obligor must promptly notify the Facility Agent if it is aware that it must make a Tax Deduction (or
any change in the rate or the basis of a Tax Deduction). Similarly, a Finance Party shall notify the Facility Agent if it is so aware
in relation to a payment payable to a Finance Party. The Facility Agent shall, on receiving a notification from a Finance Party, notify
the relevant Obligor.



 


		(c)	If an Obligor is required to make a Tax Deduction, that Obligor must make the minimum Tax Deduction required
by law and must make any payment required in respect of that Tax Deduction within the time required by law.



 


		(d)	Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that
Tax Deduction, the Obligor making that Tax Deduction must deliver to the Finance Party entitled to the payment and the Facility Agent
evidence that the Tax Deduction has been made or (as applicable) the appropriate payment has been paid to the relevant taxing authority.



 






    
		25	FACILITY AGREEMENT




     


    

 





		12.3	Tax Indemnity


 


		(a)	Without prejudice to Clause 12.2 (Tax gross-up), if any Finance Party is required to pay any Tax
on or in relation to a sum received or receivable under any Finance Document or if any Finance Party is determined, levied, claimed or
assessed to be liable to pay any such sum, unless such sum results from the wilful misconduct or gross negligence of the Finance Party,
the Borrower must promptly, within ten (10) Business Days of request by the Facility Agent, indemnify the Finance Party which suffers
a loss or liability as a result of such payment or liability, together with any reasonable interest, costs and expenses payable or incurred
as a result thereof, provided that this Clause 12.3 shall not apply to:



 


		(i)	any Tax imposed on and calculated by reference to the net income actually received or receivable by that
Finance Party in its jurisdiction of incorporation;



 


		(ii)	any Tax imposed on and calculated by reference to the net income received or receivable by the Facility
Office of that Finance Party in the jurisdiction in which that Facility Office is located;



 


		(iii)	amounts compensated for by an increased payment under Clause 12.2 (Tax Gross-up);



 


		(iv)	a FATCA Deduction required to be made by a Party;



 


		(v)	goods and services or other value-added, consumption, sales, use or similar taxes (including any additions to Tax, if any) payable
by a Finance Party (including in respect of interest, charges, or reimbursements paid by the Borrower in respect of the Loan (including
those payable in respect of the fees and disbursements of legal counsel retained by the Finance Parties));



 


		(vi)	in the case of a Finance Party, withholding Taxes imposed on amounts payable to or for the account of
such Finance Party with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such
Finance Party acquires such interest in the Loan or Commitment or (ii) such Finance Party changes its lending office, except in each
case to the extent that, pursuant to Section 12, amounts with respect to such Taxes were payable either to such Finance Party’s
assignor immediately before such Finance Party became a party hereto or to such Finance Party immediately before it changed its lending
office; or



 


		(vii)	Taxes attributable to a Finance Party’s or the Facility Agent’s failure to provide to the
Obligor or the Facility Agent any tax forms, certifications, or other documentation described in Clause 12.6(e).



 


		(b)	A Finance Party intending to make a claim under paragraph (a) must notify the Facility Agent of the
event giving rise to the claim, whereupon the Facility Agent must notify the Borrower.



 


		(c)	A Finance Party must, on receiving a payment from an Obligor in accordance with this Clause 12.3, notify
the Facility Agent.



 


		12.4	Tax Credit



 


If an Obligor makes a Tax Payment and
the relevant Finance Party determines that:


 


		(a)	any Tax Credit results from:



 






    
		26	FACILITY AGREEMENT




     


    

 


		(i)	a Tax Payment that is part of an increased payment;



 


		(ii)	such Tax Payment; or



 


		(iii)	a Tax Deduction that is a result of a Tax Payment required; and



 


		(b)	that Finance Party has obtained and used that Tax Credit,



 


the Finance Party shall pay to the Obligor
an amount which will put the Obligor (after making that payment) in the same after-Tax position it would have been in if the Tax Payment
had not been required to be made by law or under a Finance Document.


 


		12.5	Stamp Taxes



 


The Borrower and each Finance Party
shall pay all stamp and other similar Taxes payable by it under the Finance Documents.


 


		12.6	FATCA Information



 


		(a)	Subject to paragraph (c) below, each party to this Agreement shall, within ten (10) Business
Days of a reasonable request by the other party:



 


		(i)	confirm to each of the other parties whether it:



 


		(A)	is a FATCA Exempt Party; or



 


		(B)	is not a FATCA Exempt Party; and



 


		(ii)	supply to the other party
with such forms, documents and other information regarding its status under FATCA as such other parties shall reasonably request for the
purpose of complying with FATCA or any other law or regulation or information exchange administration (including intergovernmental agreements)
(including applicable "passthru payment percentages" or as required under regulations or other official guidance of the US Treasury
Department).



 


		(b)	If any party identifies to the other parties in accordance with paragraph (a) (i) above that
it is a FATCA Exempt Party, such party shall notify the other parties as soon as reasonably practicable upon becoming aware that such
party is not or is no longer a FATCA Exempt Party.



 


		(c)	Paragraph (a) above will not compel any Finance Party to do anything which in its reasonable opinion
would or might constitute a breach of:



 


		(i)	any law or regulation;



 


		(ii)	any fiduciary obligation; or



 


		(iii)	any obligation of confidentiality.



 


		(d)	If a party fails to provide to the other party any such forms, documents and other information set out
in paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies):



 


		(i)	if that party fails to confirm whether it is a FATCA Exempt Party then that party shall not be considered
a FATCA Exempt Party for the purposes of the Finance Documents;



 






    
		27	FACILITY AGREEMENT




     


    

 


		(ii)	if that party is unable to confirm
its applicable "Passthru Payment Percentage", then for the purposes of the Finance Documents (and the payments made under
them), such party shall be deemed to have a "Passthru Payment Percentage" of 100 percent,



 


until such parties have provided required
confirmations, forms, documents and other information (in each event).


 


		12.7	FATCA Deduction by Obligors



 


		(a)	Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection
with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction
or otherwise compensate the recipient of the payment for that FATCA Deduction.



 


		(b)	Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any
change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition shall notify
the Borrower and the Facility Agent and the Facility Agent shall notify the other Finance Parties.



 


		13.	Increased Costs



 


		13.1	Increased Costs



 


		(a)	Subject to Clause 13.3 (Exceptions), the relevant Obligor shall, within three (3) Business
Days of a demand by the Facility Agent, pay to the Finance Parties the amount of any Increased Costs incurred by that Finance Party as
a result of:



 


		(i)	the introduction of or any change in (or in the interpretation, administration or application of) any
law or regulation; or



 


		(ii)	compliance with any law or regulation made after the date of this Agreement.



 


in this paragraph (a) "law"
or "regulation" shall include, without limitation, any law or regulation relating to capital adequacy, limitations on prudent
practices, liquidity, reserves or Tax.


 


		(b)	In this Agreement "Increased Costs" means:



 


To the extent that, or as a result of,
that Finance Party's undertaking of its Commitment or funding or performing its obligations under, any Finance Document:


 


		(i)	a reduction in the rate of return from the Facility or on that Finance Party's overall capital (including,
without limitation, any reduction resulting from a lower rate of return from more capital required to be deployed by that Finance Party);



 


		(ii)	an additional or increased cost; or



 


		(iii)	a reduction of an amount due and payable under any Finance Document.



 


		13.2	Increased Costs Claims



 


		(a)	A
Finance Party intending to make a claim pursuant to Clause 13.1 (Increased Costs) shall notify the Facility Agent of the event
giving rise to the claim, together with a certificate setting
forth in reasonable detail a breakdown confirming the calculation 



 






    
		28	FACILITY AGREEMENT




     


    

 


		 	of the actual Increased Cost and supporting documents that support the actual Increased Cost, following
which the Facility Agent shall promptly notify the relevant Obligor.



 


		13.3	Exceptions



 


		(a)	Clause 13.1 (Increased Costs)
does not apply to the extent any Increased Cost is:



 


		(i)	attributable to a Tax Deduction
required by law to be made by an Obligor ;



 


		(ii)	attributable to a FATCA Deduction
required by law to be made by any Party;



 


		(iii)	compensated for in accordance with Clause 12.3 (Tax indemnity) (or would have been compensated
for in accordance with Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph
(a) of Clause 12.3 (Tax indemnity) applied); or



 


		(v)	attributable to gross
negligence or wilful misconduct by a Finance Party or its Affiliates or a wilful breach by a Finance Party or its Affiliates of
any law or regulation.



 


		(b)	In this Clause 13.3, "Tax Deduction" has the meaning given to it in Clause 12.1 (Definitions).



 


		14.	Other indemnities



 


		14.1	Currency indemnity



 


		(a)	If any sum is payable by an Obligor under the Finance Documents (a "Sum"), or pursuant
to an order, judgment or award given or made in relation to a Sum, shall be converted into RMB from the currency (the "First Currency")
in which that Sum is payable for the purpose of:



 


		(i)	making or filing a claim or proof against an Obligor; or



 


		(ii)	applying for or enforcing an order, judgment or award in any litigation or arbitration proceedings,



 


an
Obligor shall, within ten (10) Business Days of demand, indemnify each Finance Party to whom that Sum has been paid, in respect
of any cost, loss or liability arising as a result of any discrepancy between (A) the rate of exchange in respect of that Sum from
the First Currency to RMB and (B) the rate of exchange applicable to that person at the time of its receipt of that Sum, provided
that the Finance Party provides the Obligor with valid documentary evidence of the actual loss.


 


		(b)	Each Obligor waives any right it may have in any other jurisdiction to pay any amount under the Finance
Documents in a currency or currency unit other than that in which it is agreed to be payable.



 


		14.2	Other indemnities



 


The
relevant Obligor shall, within ten Business Days of demand, indemnify each Finance Party against any actual cost or loss arising
as a result of:


 


		(a)	the occurrence of any Event of Default;



 






    
		29	FACILITY AGREEMENT




     


    

 


		(b)	any information submitted or approved by the relevant Obligor
is or is found to be misleading and/or deceptive in any material respect;



 


		(c)	any enquiry, investigation, circular (or similar order) or action relating to the relevant Obligor or
transactions contemplated or to be made or funded under this Agreement, unless such enquiry, investigation, circular (or similar order)
or action results from a Finance Party’s wilful misconduct or gross negligence;



 


		(d)	a failure by an Obligor to pay any amount due under a Finance Document on
its due date or in the relevant currency, including any cost, loss or liability arising as a result of Clause 26 (Sharing among the
Finance Parties);



 


		(e)	funding or making arrangements to fund its participation in a Loan requested by the Borrower in a Utilisation
Request but the Loan is not made due to the operation of any one or more of the provisions of this Agreement for reasons attributable
to the Borrower; or



 


		(f)	a Loan (or any part of it) not being prepaid in accordance with a notice of prepayment given by the Borrower.



 


		14.3	Indemnity to the Facility Agent



 


The relevant Obligor shall promptly
and jointly and severally indemnify the relevant Facility Agent against any actual loss arising as a result of:


 


		(a)	caused by any breach by the Obligor of Clause 16.3 (Enforcement costs);



 


		(b)	caused by the exercise by the
Facility Agent of any rights, powers, discretions and remedies vested in it under the Finance Documents or by law in the performance of
its functions as Facility Agent other than such exercise with wilful misconduct or gross
negligence;



 


		(c)	the Facility Agent investigating any Event of
Default; or



 


		(d)	acting and relying on any notice,
request or instruction of such Obligor which it reasonably believes to be genuine, correct and duly authorised,
including in any case when the Facility Agent is subject to any action, claim or proceedings by making
the entrusted payment instructions of the Borrower, or will suffer any loss, damage, cost and expense as a result thereof.



 


		14.4	Continuation of Liabilities



 


The
indemnities of any party under the Finance Documents to the other relevant parties shall be a continuing obligation and will not be affected
by any release or disposal under any Finance Document. These indemnities shall be independent of its other obligations under the Finance
Documents and shall continue notwithstanding termination of the Finance Documents and/or the resignation of the Facility Agent if they
are then outstanding. A party so entitled to an indemnification under or in connection with the Finance Documents has no need to
make any payment or incur any expense until such liability has been enforced.


 






    
		30	FACILITY AGREEMENT




     


    

 


		15.	Mitigation by the Lenders



 


		15.1	Mitigation



 


		(a)	Each Finance Party shall take all reasonable steps to mitigate any circumstances which arise or would
give rise to an amount payable or cancelled under Clause 7.1 (Illegality), Clause 12 (Tax Gross-up and Indemnities) or Clause
13 (Increased Costs), including (but not limited to) transferring its rights and obligations under the Finance Documents to another
Affiliate or Affiliate.



 


		(b)	Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents



 


		15.2	Limitation of Liability



 


		(a)	An Obligor shall indemnify each
Finance Party for all costs and expenses reasonably incurred by that Finance Party (acting reasonably) as a result of steps taken by that
Finance Party pursuant to Clause 15.1 (Mitigation) provided that the Obligor has been provided by the Finance Party with valid
documentary evidence of its actual and reasonable costs and expenses.



 


		(b)	A Finance Party is not obliged or entitled to take steps if, in the opinion of that Finance Party (acting
reasonably), steps taken in accordance with Clause 15.1 (Mitigation) might be prejudicial to the interests of that Finance Party
or Obligor.



 


		16.	Costs and Expenses



 


		16.1	Transaction Expenses



 


The Borrower shall, within 30 Business
Days of demand, pay to the Facility Agent, and those of its affiliates or branches, all reasonable and documented costs and expenses (including
without limitation legal fees of one counsel for the Mandated Lead Arrangers up to an amount not to exceed USD70,000 and travel, due diligence,
printing, publicity and bank presentation costs) incurred by it in connection with entering into:


 


		(a)	this Agreement; and



 


		(b)	any other Finance Documents
executed on or after the date of this Agreement.



 


the
above payment obligations of the Borrower will not be affected in any way by reason of any enforcement, cancellation or non-withdrawal
of the facility under this Agreement or otherwise rescission or vice versa.


 


		16.2	Amendment Costs



 


If
(a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required to be made pursuant to Clause 27.9 (Change
of currency), an Obligor shall, within ten Business Days of demand, reimburse the Facility Agent for the amount of all reasonable
costs and expenses incurred by the Facility Agent in responding to, evaluating, negotiating or complying with the relevant requirement
or requirement, unless otherwise expressly provided by law or regulation or governmental authority to be not payable by an Obligor.


 


		16.3	Enforcement Costs



 


The
relevant Obligor shall, within ten Business Days of demand, pay to each Finance Party the amount of all reasonable costs and expenses
incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document, unless
otherwise expressly provided by law or regulation or governmental authority to be not payable by an Obligor.


 






    
		31	FACILITY AGREEMENT




     


    

 


Article 7


 


REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF
DEFAULT


 


		17.	Representations



 


The Borrower shall (and ensure each
Obligor and each member of the Group shall) make each of the representations and warranties set out in this Clause 17 to the Finance Parties
on the date of this Agreement in relation to itself or (as applicable) in relation to an Obligor or a member of the Group.


 


		17.1	Identity



 


		(a)	Any Obligor or any member of the Group is a company duly incorporated and validly existing under the laws
of its jurisdiction of incorporation.



 


		(b)	Any Obligor or any member of
the Group has the power to own the assets which
are material to its operations and carry on its business as it is being conducted.



 


		(c)	Neither any Obligor nor any member of the Group is a FATCA Foreign Financial Institution or US Tax Obligor.



 


		17.2	Binding Obligations



 


Except for any general principles of
law limiting its obligations specifically referred to in any legal opinion issued pursuant to Clause 4 (Conditions Precedent of Utilisation),
the obligations expressed to be assumed by an Obligor in each Finance Document are legal, valid, binding and enforceable obligations.


 


		17.3	Non-conflict with other Obligations or Laws



 


The entry into and performance by each
Obligor of, and the transactions contemplated by, the Finance Documents to which it is a party do not or will not conflict with, and having
a Material Adverse Effect:


 


		(a)	any law or regulation applicable to it;



 


		(b)	its constitutional documents or any restriction on its powers or the powers of its directors; or



 


		(c)	any agreement or instrument
binding on it or any of its property.



 


		17.4	Power and authority



 


Each Obligor has the power to enter
into, perform and deliver, and has taken all action necessary to authorise it to enter into, perform and deliver, the Finance Documents
to which it is a party and the transactions contemplated by those Finance Documents.


 


		17.5	Validity and admissibility in evidence



 


All material Authorisations
required:


 


		(a)	to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations under
the Finance Documents to which it is a party;



 






    
		32	FACILITY AGREEMENT




     


    

 


		(b)	to make the Finance Documents to which each Obligor is party admissible as evidence in the jurisdiction
of incorporation of that Obligor; and



 


		(c)	to enable each Obligor to carry on its business and other members of the Group where failure by such other
members of the Group to do so could cause a Material Adverse Effect,



 


have been obtained or done and are in
full force and effect.


 


		17.6	Governing Law and Enforcement



 


		(a)	The choice of governing law of the Finance Documents may be recognised and enforced in the jurisdiction
of incorporation of each Obligor.



 


		(b)	Any judgment obtained in the jurisdiction of choice of the Finance Documents may be recognised and enforced
in the jurisdiction of incorporation of each Obligor.



 


		17.7	Tax Deduction



 


It is not required under the laws of
the jurisdiction of the Borrower that the Borrower make any Deduction for tax purposes from any payment it may make pursuant to any Finance
Document in the place of incorporation or residence or at the address specified in this Agreement to a Finance Party that is incorporated
in the PRC or a Finance Party that is a PRC branch of a non PRC Finance Party (it being understood that the jurisdiction of incorporation
of the Borrower is the PRC).


 


		17.8	No Filing or Stamp Taxes



 


Under
the laws of the jurisdiction of incorporation of the Borrower, it is not necessary that the Finance Documents be filed, recorded or enrolled
with any court or other authority in that jurisdiction or that any stamp, registration or similar Tax be paid on or in relation to the
Finance Documents or the transactions contemplated by the Finance Documents except for stamp duty currently levied in the PRC on the amount
which equals to 0.005 percent of the Total Commitments (it being understood that the jurisdiction of incorporation of the Borrower
is the PRC).


 


		17.9	Assets



 


Each Obligor has full and complete title
to, and has a leasehold right or other right to lawful use, those assets material and necessary for its operations (including without
limitation the Project) free from any mortgage or pledge, except:


 


		(a)	any mortgage or pledge existing as at the date of this Agreement;



 


		(b)	any mortgage or pledge arising in its ordinary course of business permitted in accordance with the provisions
of this Agreement;



 


		(c)	other charge or pledge permitted
by, or created pursuant to, the Finance Documents; and



 


		(d)	as otherwise permitted pursuant to Clause 20 hereof.



 


		17.10	Bankruptcy



 


		(a)	No Obligor or member of the Group is or is assumed to be unable or admitted inability to pay its debts
as they fall due, suspends making payments on any of its debts or enters 



 



    
		33	FACILITY AGREEMENT




     


    

 


		 	into negotiations with one or more of its creditors with a view
to reorganising any of its indebtedness on the basis of actual or anticipated financial difficulties.



 


		(b)	The Obligors and the other members of the Group,
taken as whole, are not valued less than its liabilities (taken into account as temporary and contingent liabilities).



 


		(c)	No moratorium is now declared in respect of any indebtedness of any Obligor or member of the Group.



 


		17.11	Compliance with laws



 


No
Obligor or member of the Group is in violation of (a) any laws and regulations applicable to it, (b) any permits, approvals
and authorisations necessary for its operations or (c) any material agreement or document binding upon it or any of its properties,
in each case, other than any violation that would not result in a Material Adverse Effect.


 


		17.12	No default



 


No Default is now continuing or could
reasonably be expected to result as a result of any Utilisation.


 


		17.13	No misleading information



 


To
the knowledge of the Borrower, all information supplied by each of the Obligors was true, complete and accurate in all material respects
as at the date it was given and is not misleading in any material respect.


 


		17.14	Financial statements



 


		(a)	Its financial statements most recently supplied to the Facility Agent (which, at the date of this Agreement,
are its Original Financial Statements) were prepared in accordance with GAAP consistently applied other than to the extent expressly disclosed
in such financial statements.



 


		(d)	All Original Financial Statements
give and represent a true and fair view of the financial condition and operations of the relevant Obligor during the financial
year to which they relate, except as expressly disclosed in such Original Financial Statements.



 


		(e)	Since the date of the Original
Financial Statements, there has been no change in the business or financial condition of the Group, nor has there been any change in the
business or financial condition of the Group, in each case, which would be reasonably likely
to result in a Material Adverse Effect.



 


		17.15	Pari passu ranking



 


The obligations of each Obligor under
the Finance Documents constitute direct, unconditional and unsubordinated obligations of that Obligor and rank at least pari passu
with the claims of all its present or future direct, unsecured and unsubordinated creditors, except for preferred claims mandatorily provided
by law applying to companies generally.


 


		17.16	No pending proceedings



 


No
litigation, arbitration, investigation or administrative proceedings of or before any court, arbitral body or agency have (to the best
of its knowledge and belief) been started or commenced against any Obligor or member of the Group, if determined against such Obligor
or member of the Group, would be reasonably likely to result in a Material Adverse Effect.


 






    
		34	FACILITY AGREEMENT




     


    

 


		17.17	Environmental Laws and Permits



 


Each Obligor and any member of the Group
has:


 


		(a)	complied with all Environment and Social Risk Management Laws applicable to it, except where failure to
comply would not result in a Material Adverse Effect;



 


		(b)	obtained all Environment and Social Risk Management Permits required or required by its business, except
where failure to comply would not result in a Material Adverse Effect; and



 


		(c)	complied with the terms and conditions of Environment and Social Risk Management Permits, except where
failure to comply would not result in a Material Adverse Effect.



 


		17.18	Authorised Signatures



 


Any person specified as its authorised
signatory in Schedule 2 (Conditions Precedent) or paragraph (f) of Clause 18.4 (Information: miscellaneous) is authorised
to sign Utilisation Requests (in the case of the Borrower only) and other notices on behalf of the applicable Obligor.


 


		17.19	No Exemption



 


No Obligor will be entitled to claim
immunity from suit, execution, attachment or other legal process in its jurisdiction of incorporation or in the jurisdiction of any Finance
Document whether generally or in relation to any particular asset.


 


		17.20	Tax Payment



 


Any
Obligor or member of the Group has paid all Tax levied on it or in relation to its assets when due and payable, and no Tax claim or other
dispute in relation to Tax has been or is to be instituted against it, except that, (i) such Obligor or member of the Group
has sufficient grounds to believe that it has performed the obligation of Tax payment in accordance with law and has lodged a complaint
against the relevant determination by the competent tax authority in accordance with procedures prescribed by law or (ii) where the
failure to do so would not be expected to result in a Material Adverse Effect.


 


		17.21	No Material Adverse Effect



 


No change having Material Adverse Effect
shall have occurred.


 


		17.22	Sanctions



 


None of the Obligors, any of their Subsidiaries,
nor any of the directors, officers, employees, agents and affiliates of the Borrower or any of its Subsidiaries (each, an "Individual")
is, or is controlled or owned by Persons that are (i) the target of sanctions administered or enforced by the Office of Foreign Assets
Control of the US Department of the Treasury, the US Department of State, the United Nations Security Council, the European Union, Her
Majesty's Treasury, the Hong Kong Monetary Authority or relevant authorities in the PRC (collectively, the "Sanctions")
or (b) applicable export control regulations, or (c) located, organised or resident in any country or territory that is the
target of applicable Sanctions or applicable export control regulations, which currently includes the Crimea region, Cuba, Iran,
North Korea and Syria.


 






    
		35	FACILITY AGREEMENT




     


    

 


		17.23	Anti-money Laundering


 


		(a)	During the course of operation, the Borrower and any member of the Group will (i) comply with the
rules on financial data recording and reporting issued by competent governmental authorities and comply with the requirements of
anti-money laundering laws, regulations, rules or other similar regulatory legal documents (collectively, the "Anti-Money
Laundering Regulations") promulgated by competent governmental authorities; and (ii) neither the Borrower nor any member
of the Group will involve in any pending or potential governmental action, litigation or arbitration raised by competent authorities or
other entities due to the Anti-Money Laundering Regulations (to the knowledge of the Borrower).



 


		(b)	The operations of the Borrower and any member of the Group are in compliance with applicable Anti-Money
Laundering Regulations.



 


		17.24	Anti-bribery or Anti-corruption



 


		(a)	Neither the Borrower
nor any member of the Group is aware of or has taken any action that may directly or indirectly result in violation of any applicable
anti-bribery laws (including, without limitation, the U.K. Bribery Act 2010 (the "U.K. Bribery Act"), the US Foreign
Corrupt Practices Act of 1977 (the "FCPA") and the PRC laws and regulations on anti-bribery), and to its knowledge, none
of the directors, officers, agents, employees or managers of the Borrower or any member of the Group or other Persons acting on behalf
of the Borrower or any member of the Group is aware of or has taken any such action.



 


		(b)	To the knowledge of the Borrower, the Borrower and any member of the Group have conducted their businesses
in compliance with the U.K. Bribery Act, FCPA and other similar laws, regulations or rules applicable to them and have instituted
and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith.



 


		(c)	Where any Facility is available and any amount is outstanding under this Agreement, the Borrower shall
ensure that no part of the proceeds of the Loan will be used, directly or, to the knowledge of the Borrower, indirectly, for payment that
could constitute a violation of any applicable anti- bribery or anti-corruption laws.



 


		17.25	Insurance



 


All
insurances the Borrower is required to maintain (i) under applicable laws and regulations, and (ii) in order to maintain standards
consistent with good industry practice (consistent with other operators or businesses engaged in similar businesses, "good industry
practice"), are maintained by it with reputable insurers or through self-insurance plans, and against such risks, amounts
and exclusions as are customary in accordance with good industry practice, and the Project insurances shall cover the replacement value
as indicated in the most recent valuation report of the Project or 110 percent of the Total Commitments, whichever is greater.


 


		17.26	The Project Based Fixed Assets



 


		(a)	The Borrower has full and complete title to the Project. Such title is not subject to any encumbrance
(other than the security or encumbrance permitted under the Finance Documents), including, without limitation, any attachment, freeze,
mortgage, pledge, lien or other priority.



 


		(b)	There is no undertaking, agreement, provision, condition or other matter relating to the Project which
would have a Material Adverse Effect.



 






    
		36	FACILITY AGREEMENT




     


    

 


		(c)	There is no matter which may have an adverse or overrule effect on the right to registration (including
ownership, use rights, security, etc.) of the Project.



 


		(d)	No Obligor is aware of or has received any notice or adverse claim from any person with respect to the
ownership of the Project or any other interest in the Project and no Obligor is aware that any adverse claim has been given to any person
in relation to the Project, in each case, which would reasonably likely result in a Material Adverse Effect.



 


		(e)	All of the requirements under applicable laws and regulations regarding the procedures of granting and
transferring of the land of the Project have been complied with. No event exists that may cause the land so transferred or assigned to
be repossessed or the transfer or assignment procedures to be deemed as invalid or any other violation of law. All material land grant
fees, land transfer fees (if any), deed tax and other related taxes relating to the Project have been fully paid.



 


		(f)	The Borrower is not in violation of any governmental regulations relating to the Project (including laws
and regulations relating to land use, construction and planning) in any material aspect.



 


		17.27	No Other Business



 


Except
for the development, ownership and management of the Project, the Borrower has not owned, managed or operated any other business since
its establishment.


 


		17.28	Wai Bao Nei Dai transaction



 


On a Utilisation Date, Borrower should
ensure that no security under any of the existing WBND transactions (if applicable) is in the process of being enforced or has been enforced;
or if enforced, the Subrogation Foreign Debt for such relevant WBND transaction has been fully paid up.


 


		17.29	Repetition



 


Repeating Representations are deemed
to be made by the Obligors as at the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest
Period, as to the facts and circumstances then subsisting. However, the representations and warranties set out in Clause 17.14 (Financial
statements) shall be deemed to be made in relation to the most updated financial statements delivered to the Facility Agent and repeated
on each day when such financial statement is so delivered.


 


		18.	Information
Undertakings



 


The undertakings in this Clause 18 remain
in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in
force.


 


		18.1	Financial Statements



 


The
Obligors shall supply the following documents to the Facility Agent (in sufficient copies for each
Lender, if the Facility Agent so requests):


 


		(a)	as soon as the same become available, but in any event within ninety (90) days after the end of each financial
half year of the Borrower, the unaudited consolidated financial statements of the Borrower for that half of the relevant financial year;
and



 






    
		37	FACILITY AGREEMENT




     


    

 


		(b)	as soon as the same become available, but in any event within one hundred and eighty (180) days after
the end of each financial year of the Borrower, the audited consolidated financial statements of the Borrower for that financial year
with respect to which its auditors have issued an unqualified opinion (other than qualifications resulting from pending maturity dates
or any prospective or actual breach of a financial covenant).



 


		18.2	Compliance Certificate



 


To
the extent the financial covenants have been added to this Agreement pursuant to Clause 19 (Financial Covenants) hereof, the Borrower
shall supply to the Facility Agent, with each set of financial statements delivered pursuant to paragraph (a) and (b) of Clause
18.1 (Financial statements), a Compliance Certificate signed by an authorised signatory of the Borrower, setting out (in reasonable detail),
pursuant to those financial statements, the computations as to the financial covenants required under Clause 19 (Financial Covenants)
of this Agreement, and confirming that such computations are in compliance with the provisions of Clause 19 (Financial Covenants) as at
the date as at which those financial statements were drawn up.


 


		18.3	Requirements as to financial statements



 


The Borrower shall procure that each
set of financial statements of the Borrower delivered by it pursuant to Clause 18.1 (Financial statements) is prepared using
the GAAP, accounting practices and financial reference periods consistent with those applied in its preparation of the Original Financial
Statements unless, in relation to any set of financial statements, the Obligor notifies the Facility Agent that there has been a change
in the GAAP, or the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver
to the Facility Agent:


 


		(i)	a description of any change necessary for those financial statements to reflect the GAAP, accounting practices
and reference periods upon which the Original Financial Statements were prepared; and



 


		(ii)	sufficient information, in form and substance as may be reasonably required by the Lenders, to enable
the Lenders to determine whether Clause 19 (Financial Covenants) has been complied with and make an accurate comparison between the financial
position indicated in those financial statements and the Original Financial Statements.



 


Any reference in this Agreement to those
financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original
Financial Statements were prepared.


 


		18.4	Information: miscellaneous



 


The
Borrower shall supply the following to the Facility Agent (in sufficient copies for each Lender,
if the Facility Agent so requests) in each case subject to the confidentiality provisions contained herein:


 


		(a)	without prejudice to Clause 5.5 (Loan Disbursement and Payment) hereof, descriptions of and information
relating to the withdrawal and use of the funds in the Loan Disbursement Account, including, without limitation, the following information
relating to any single sum of funds: time of withdrawal, payee, receiving account number, amount of payment, purpose, contract number
(if any) and a copy of the contract (if any);



 


		(b)	all material documents dispatched by the Borrower or any other member of the Group to its shareholders
(or any class of them) or its creditors in connection with the transactions



 






    
		38	FACILITY AGREEMENT




     


    

 



 


contemplated under the Finance Documents;


 


		(c)	promptly upon becoming aware of them, but in any event no later than five (5) Business Days after
becoming aware of them, and in writing, the details of any material litigation, arbitration or administrative proceedings which are current,
threatened or pending against an Obligor or any member of the Group, in each case, which would reasonably be expected to result in a Material
Adverse Effect;



 


		(d)	promptly, such further information regarding the financial condition, business and operations of the Obligors
or the Group as any Finance Party (through the Facility Agent) may reasonably request;



 


		(e)	all such relevant records or information as any Finance Party (through the Facility Agent) may reasonably
request evidencing that the Obligors and the Guarantor have the ability to perform their obligations under the Finance Documents;



 


		(f)	in case of any change in the authorised signatories of any Obligor, the Obligor shall, promptly (but in
any event no later than five (5) Business Days after such change is made), give the Facility Agent a notice signed by a director,
legal representative or authorised corporate officer or secretary (if applicable) or board resolutions of such Obligor, accompanied by
the authorisation documents for and specimen signatures of any new authorised signatories;



 


		(g)	the process report in relation to the construction or operation (after duly completed) of the Project
in quarter or any longer time as agreed by the Facility Agent (acting on the instruction of the Majority Lenders),and/or other report
which would reflect the valuation of the Project; and



 


		(h)	any document and information reasonably required by any Finance Party for the purpose of “know your
customer” checks or such other information of the Obligors or any member of the Group as it may reasonably request.



 






    
		39	FACILITY AGREEMENT




     


    

 

		18.5	Notification of default



 


The
Borrower shall notify the Facility Agent of any Event of Default or Potential Event of Default (including, without limitation,
an event that may have any Material Adverse Effect) (and the steps, if any, being taken to remedy it) promptly upon becoming aware of
its occurrence or threatened occurrence.


 


		18.6	Cross-Default Notification



 


Once any of the following circumstances
occurs, the Borrower shall promptly notify the Facility Agent of such situation:


 


(a)  Any material Financial Indebtedness
of any Obligor or any member of the Group is not paid when due nor within any applicable grace period.


 


(b)  Any material Financial Indebtedness
of any Obligor or any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a
result of an event of default (however described).


 


(c) Any commitment for any material
Financial Indebtedness of any Obligor or any member of the Group is cancelled or suspended by a creditor of any Obligor or any member
of the Group as a result of an event of default (however described).


 


(d) Any creditor of any Obligor
or any member of the Group becomes entitled to declare any material Financial Indebtedness of any Obligor or such member of the Group
due and payable prior to its specified maturity as a result of an event of default (however described).


 


All lenders agree that such occurrence
will not directly trigger an Event of Default unless the result of such circumstance will otherwise trigger the violation of another condition
or provision under this Agreement and such violation results in an Event of Default pursuant to the provisions of Clause 22 hereof. In
any event, the Borrower shall ensure that cross-default provision will not be allowed in any subsequent loan agreement entered into after
this Facility and while the Facility Agreement is in place.


 


		19.	Financial Covenants



 


If the Guarantor’s Existing Credit
Agreement is terminated and not replaced, the Borrower and the Majority Lenders shall amend this Agreement to contain covenants consistent
(including the definitions thereof) with those financial covenants contained in the Guarantor’s Existing Credit Agreement immediately
prior to such termination.


 


		20.	General Undertakings



 


The undertakings in this Clause 20 remain
in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in
force.


 


		20.1	Authorisations



 


Each Obligor shall promptly:


 


		(a)	obtain, comply with and do all that is necessary to maintain in full force and effect; and



 


		(b)	upon request, supply
certified copies to the Facility Agent of,



 






    
		40	FACILITY AGREEMENT




     


    

 


any Authorisation required to enable
it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence
in its jurisdiction of incorporation] of any Finance Document.


 


		20.2	Compliance with laws



 


Each
Obligor shall (and shall ensure each member of the Group shall) comply in all respects with (a) all laws and regulations to which
it may be subject (including the Environment and Social Risk Management Laws),, (b) the
permits, approvals and Authorisations necessary for its operations, (c) any material agreement or document binding on it or any of
its property, and (d) its constitutional documents or restrictions on its powers or the powers of its directors, in each case, if
failure to so comply may have a Material Adverse Effect.


 


		20.3	Maintenance of status



 


		(a)	Each Obligor shall maintain its existence and conduct its business, maintain its existing licenses and
other approvals and permits and ensure that it has the power and is duly qualified to carry on its business in the PRC as it is being
conducted, in each case, where the failure to do so would be reasonably likely to result in a Material
Adverse Effect.



 


		(b)	The Obligors shall ensure that any other member of the Group will maintain its existence and conduct its
business, maintain its existing licenses and other approvals and permits and ensure that it has the power and is duly qualified to carry
on its business as it is being conducted in its place of registration and principal place of business, except where failure to obtain
or maintain such licenses, approvals or permits would not have a Material Adverse Effect.



 


		20.4	“Know your customer” procedure



 


		(a)	If:



 


		(i)	the introduction of or any change in (or in the interpretation, administration or application of) any
law or regulation made after the date of this Agreement;



 


		(ii)	any change in the status of an Obligor after the date of this Agreement; or



 


		(iii)	an assignment or transfer by any Finance Party of any of its rights and/or obligations under this Agreement
and/or the accession of any Additional Lender to this Agreement in accordance with Clause 2.2 (Increase in Total Commitments) of this
Agreement,



 


obliges a Finance
Party (or, in the case of paragraph (c) above, any prospective New Lender) to comply with “know your customer” or other
similar identification procedures in circumstances where the necessary information is not already available to it, the Obligors shall
as soon as practicable upon the reasonable request of the Finance Party (through the Facility Agent) supply, or procure the supply of,
such documentation or other evidence as is reasonably requested by the Finance Party (or, in the case of paragraph (c) above, on
behalf of any prospective new lender) in order for the Finance Party or, in the case of paragraph (c) above, any prospective new
lender to carry out and be satisfied that it has complied with all necessary “know your customer” procedures or other similar
procedures under the laws and regulations applicable to the transactions contemplated in the Finance Documents.


 


		(b)	Each Obligor agrees that to the extent permitted by the laws and regulations, it will from time to time
furnish to the Finance Parties the information regarding itself and/or its 



 






    
		41	FACILITY AGREEMENT




     


    

 





			shareholders, directors or officers, and the information regarding
any actual or potential Obligor which is reasonably requested by the Facility Agent. Each Obligor further authorises the Finance Parties
to collect the information related to it from any organization, institution and person and/or access the Financial Credit Information
Base Database (including without limitation the PBOC Enterprise Credit Information Database) from time to time to review or use the credit
reports and credit information of that Obligor for any of the following purposes: (i) accepting and reviewing that Obligor’s
applications for credit facilities; (ii) reviewing the credit standing of that Obligor as a security provider; (iii) managing
the post-loan risks; (iv) report credit data into Enterprise Credit Information Database; and (v) such other purpose as is reasonably
requested by the credit and financing services. The authorisation granted in this Clause to the Finance Parties to access the Financial
Credit Information Base Database to review or use the credit information of the Obligors shall remain in full force and effect until all
the Secured Liabilities have been unconditionally and irrevocably performed and no other matter remains outstanding under the Finance
Documents.


 


		20.5	Taxation matters



 


The Obligors (and shall ensure each
member of the Group) will:


 


		(a)	file the tax reports and revenues that are required to be filed in any jurisdiction in a timely manner;



 


		(b)	pay all taxes in a timely manner, and, if any tax is contested in good faith and in a proper way, ensure
to make a sufficient provision for payment for such tax; and



 


		(c)	timely pay the required stamp duty payable by it in respect of this Agreement and provide the Facility
Agent with the evidence that such stamp duty has been paid,



 


except
where (i) that member of the Group has sufficient grounds to believe that it has performed the above obligation and has appealed
against such determination by the competent tax authority in accordance with the procedures prescribed by law or
(ii) the failure to do so would not be expected to result in a Material Adverse Effect.


 


		20.6	Insurance



 


The
Borrower shall, at any time, based on the industrial practices of its industry (including, without limitation, the scope of insured assets,
and types and amounts of insurance) and in respect of the Project or other primary operating assets, take out and maintain in full force
and effect insurance, against those risks customarily insured against by the companies owning similar assets at the places where those
assets are located or operations take place. The Borrower agrees to deliver to the Facility Agent all documents and materials relating
to the aforesaid insurance as reasonably required by the Facility Agent (acting upon the instructions of the Majority Lenders).


 


		20.7	Negative pledge



 


		(a)	The Borrower shall (and shall ensure each member of the Group shall) not create or permit to subsist any
Security or Quasi-Security over any of its assets (including without limitation to the Project) without the written consent of the Majority
Lenders.



 


		(b)	The Borrower shall (and shall ensure each member of the Group shall) not:



 


		(i)	sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to
or re-acquired by the Borrower;



 






    
		42	FACILITY AGREEMENT




     


    

 


		(ii)	sell, transfer or otherwise dispose of any of its accounts receivable on recourse terms;



 


		(iii)	enter into or permit to subsist any title retention arrangement (except for any such arrangement made
in the course of selling its assets);



 


		(iv)	enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account
may be applied, set-off or made subject to a combination of accounts; or



 


		(v)	enter into or permit to subsist any other preferential arrangement having a similar effect,



 


in circumstances where the arrangement
or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.


 


In this Clause 20.7, "Quasi-Security"
means an arrangement or transaction described in paragraph (b) above.


 


		(c)	Paragraphs (a) and (b) above do not apply to:



 


		(i)	any Security existing or committed and disclosed in writing to the Finance Parties as of the date of this
Agreement;



 


		(ii)	any lien arising by operation of law and in the ordinary course of trading provided that the debt which
is secured thereby is paid when due or contested in good faith by appropriate proceedings and properly provisioned;



 


		(iii)	any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale
arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading
and on the supplier's standard or usual terms and not arising as a result of any default or omission by any member of the Group;



 


		(iv)	normal and customary rights of setoff upon deposits of cash in the ordinary course of its banking arrangements
for the purpose of netting debit and credit balances ;



 


		(v)	deposits to secure the performance of bids, trade contracts, surety and appeal bonds, performance bonds
and other obligations of a like nature, in each case in the ordinary course of business;



 


		(vi)	easements,
zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by law or incurred
or granted by any Obligor or any of its Subsidiaries in the ordinary course of business that, whether individually or aggregately, do
not secure any material monetary obligations and do not materially detract from the value of the affected property or materially interfere
with the ordinary conduct of business of any Obligor or any of their Subsidiaries; and actions of a like nature, in each case in the
ordinary course of business;



 


		(vii)	contractual rights of set-off (i) relating to the establishment of depository relations with banks
or other deposit-taking financial institutions and not given in connection with the issuance of any Financial Indebtedness, or (ii) relating
to pooled deposit or sweep accounts of any Obligor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations
incurred in the ordinary course of business of 



 






    
		43	FACILITY AGREEMENT




     


    

 


 any Obligor or any of its Subsidiaries;


 


		(viii)	other liens on assets of the Obligor or its Subsidiaries securing other obligations of the Obligor and
its Subsidiaries in the aggregate principal amount not to exceed RMB 50,000,000 at any time outstanding.



 


		20.8	Disposals



 


		(a)	Subject to the repayment and reinvestment provisions provided herein, in addition to the Non-disposal
Assets, the Borrower also shall not enter into a single transaction or a series of transactions (whether related or not and whether voluntary
or involuntary) to sell, lease, transfer, convey or otherwise dispose of any of its other assets without the prior written consent of
all Lenders.



 


		(b)	Paragraph (a) above does not apply to:



 


(i) any disposal
permitted by the Finance Documents;


 


(ii) any sale,
lease, transfer, normal replacement of equipment, disposal related to permitted insurance indemnity under clause 7.4(b) or other
disposal made by the disposing party in the ordinary course of its business and on an arm’s length basis;


 


(iii) any sale,
lease, transfer or other disposal of assets in exchange for other assets comparable or superior as to type, value and quality and for
a similar purpose (any upgrade on the main production lines shall comply with the latest NDRC Filing (if applicable) or be subject to
any PRC law, regulation and local requirement); or


 


(iv) other dispositions
and disposals (excluding any disposal under paragraphs (i) (ii) and (iii) listed above) so long as the aggregate amount
thereof sold or otherwise disposed does not exceed RMB 25,000,000 during the term of this Agreement.


 


		20.9	Loans or guarantees



 


The Borrower shall not make or allow
to subsist any loans, grant any credit or give or allow to remain outstanding any guarantee or indemnity to any third party (except for
the loans granted by the Borrower under the cash pool arrangement as permitted in Clause 20.17(c)) other than ordinary course of business.


 


No other Obligor shall (and the Borrower
shall ensure that no other member of the Group will) make or allow to subsist any loans, grant any credit or give or allow to remain outstanding
any guarantee or indemnity to or for the benefit of any person (other than (i) to or for a Subsidiary, its parent or an Affiliate,
(ii) in the ordinary course of business, or (iii) as required under any Finance Document) or otherwise voluntarily assume any
liability, whether actual or contingent, in respect of any obligation of any person.


 


		20.10	Maintenance of assets



 


The
Borrower shall ensure that it will (and shall ensure that each of the Obligors and other members of the Group will) properly repair and
maintain in good working order and condition all of its material assets necessary for the conduct of its business (except for ordinary
wear and tear in the ordinary course of business), other than where the failure to so do so would not likely result in a Material
Adverse Effect.


 






    
		44	FACILITY AGREEMENT




     


    

 


		20.11	Merger



 


Without
the prior written consent of the Facility Agent on behalf of the Majority Lenders, none of the Obligor or other member of the Group may
enter into any amalgamation, acquisition, demerger, merger or corporate reconstruction, unless such amalgamation, acquisition,
demerger, merger or corporate reconstruction would enhance the primary business capability of the Borrower and would not have any Material
Adverse Effect on the business, operation, assets, prospects, financial and other condition of the Borrower or all the liabilities and
debts of the Borrower in respect the Loans.


 


Notwithstanding the above provisions,
no transfer to a third party of the equity interest directly or indirectly held by the Guarantor in the Borrower may be made without the
prior written consent of the Facility Agent (acting on behalf of the Majority Lenders) and the Facility Agent (acting on behalf of the
Majority Lenders) may not unreasonably withhold such consent, while any transfer will not trigger the breach of Clause 21.14.


 


		20.12	Change of business



 


The
Borrower shall procure (and shall ensure that the Obligors and other members of the Group will procure) that no substantial change is
made to the nature and scope of the general business or operations of the Borrower and the Group from those carried on as of the date
of this Agreement or otherwise contemplated as of the date of this Agreement.


 


		20.13	Pari passu ranking



 


Each Obligor shall ensure that its payment
obligations under the Finance Documents rank at all times at least pari passu with the claims of all of its other existing and future
unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.


 


		20.14	Shareholder loans and inter-affiliate loans



 


Each
Obligor shall ensure that all Financial Indebtedness owed by it to its shareholders or any member of the Group or Affiliate at any time
now or in the future will be subordinated to all debts (actual or contingent) owed by it to the Finance Parties under the Finance Documents.
While an Event of Default exists under this Agreement, no Obligor shall repay any Financial Indebtedness it owes to its shareholders or
any member of the Group or Affiliate until all debts (actual or contingent) (including without limitation any principal, interest, costs,
fees, expenses or other financing charges) owed by the Borrower to the Finance Parties under the Finance Documents that are due and payable
have been irrevocably paid in full.


 


		20.15	Environment and Social Risk Management



 


		(a)	Each Obligor shall (and the Borrower shall ensure that each member of the Group will):



 


		(i)	comply with all Environment and Social Risk Management Laws applicable to it (including but not limited
to passing the environmental impact assessment, if applicable);



 


		(ii)	obtain, maintain and ensure compliance
with all Environment and Social Risk Management Permits required or necessary for its conduct of business; and



 






    
		45	FACILITY AGREEMENT




     


    

 


		(iii)	take all reasonable steps in anticipation of known or expected future changes to or obligations under
any Environment and Social Risk Management Law or Environment and Social Risk Management Permit,



 


where
failure to do so would have a Material Adverse Effect, and upon reasonable request of the Majority Lenders, the Obligors shall
provide the Lenders with such cooperation as reasonably requested and as permitted by the laws and regulations as soon as reasonably practicable,
so as to enable the Lenders to monitor the environmental and risk management of the Borrower, and shall provide the Finance Parties upon
the reasonable request of the Majority Lenders with such supporting documents relating to the foregoing as may be reasonably requested
by the Majority Lenders as soon as reasonably practicable.


 


		(b)	Any Obligor shall inform the Facility Agent in writing as soon as reasonably practicable upon becoming
aware of:



 


		(i)	any Environment and Social Risk Management Claim which has been commenced or is threatened against it
or any other member of the Group;



 


		(ii)	any circumstance which may interfere with the
compliance by it or any other member of the Group with the obligation to protect the environment; or



 


		(iii)	any facts or circumstances which will or may result in any Environment and Social Risk Management Claim
being commenced or threatened against it or any other member of the Group;



 


in each case of
(i) – (iii), which would reasonably be expected to result in a Material Adverse Effect.


 


		20.16	External investment



 


Without the prior written consent of
the Majority Lenders, the Borrower shall not make any external investment not related to its principal business which may result in any
Material Adverse Effect.


 


		20.17	Financial Indebtedness



 


Without
the prior written consent of the Majority Lenders, and subject to the provisions of relevant laws and regulations and requirement
of governmental authorities, the Borrower shall not incur or permit to remain outstanding any Financial Indebtedness, except for:


 


		(a)	the Loans hereunder;



 


		(b)	any loan provided to it by any of its shareholders or Affiliates that is subordinated to the Facility
hereunder;



 


		(c)	any Financial Indebtedness under, including any entrusted loan borrowed by the Borrower from, the cash
pool established by the Affiliates of the Borrower from time to time party thereto; but if any Event of Default occurs, the Borrower shall
not repay any such loan borrowed from such cash pool before it fully repays all the outstanding Loans hereunder;



 


		(d)	any newly raised project-based fixed asset loan or project financing by the Borrower to finance the acquisition,
construction or improvement of the Project, provided that the aggregate principal amount of such newly raised loan(s) incurred in
reliance on 



 






    
		46	FACILITY AGREEMENT




     


    

 





			this clause (d) and the Total Commitments shall not exceed (i) 80% of the Total Project Investment; or (ii) the
total loan amount recorded in the NDRC Filing in respect of the Project (which is lower); but in which case, the Borrower shall notify
the Facility Agent at least one month prior to it entering into any facility agreement in relation to such newly raised loan(s);


 


		(e)	any project-based fixed asset loan or project financing by the Borrower to finance the acquisition, construction
or improvement of any other project in the future other than the Project, provided that the aggregate principal amount of those loan(s) incurred
shall not exceed (i) 80% or any higher applicable maximum ratio (subject to the change of PRC laws and regulations) of the total
project investment as required by the PRC laws and regulations; or (ii) the total loan amount recorded in the NDRC filing in respect
of that project (which is lower); but in which case, the Borrower shall notify the Facility Agent at least one month prior to it entering
into any facility agreement in relation to such loan(s); or



 


		(f)	any working capital loan(s) by
the Borrower in the principal amount up to USD 100,000,000 or its equivalent currency after the Project is formally operated.



 


		20.18	Arm’s length basis



 


Each
Obligor shall not (and shall ensure that no member of the Group will) enter into any transaction with any person (other than with
a member of the Group) except on an arm’s length basis or otherwise in the ordinary course of business.


 


		20.19	Dividends



 


No Obligor shall
distribute or pay any dividend to its shareholders, if:


 


		(i)	any Event of Default or Potential Event of Default is continuing; or



 


		(ii)	the distribution or payment of such dividend will result in any Event of Default or Potential Event of
Default .



 


		20.20	Foreign Guarantee for Onshore Facility



 


The Borrower shall
ensure that:


 


		(a)	without prejudice to Clause 20.17 (Financial Indebtedness) of this Agreement, if the Borrower incurs any
borrowing (other than the WBND transaction under the Finance Documents) which also constitutes WBND transaction (the “New WBND”),
the Borrower shall inform the Facility Agent immediately after the incurrence of such borrowing under the New WBND, and if any security
under the New WBND is enforced, the Borrower shall not continue utilizing the remaining amount in the Facility until the subrogation foreign
debt under the New WBND has been irrevocably repaid in full. As long as the Total Commitments are fully withdrawn or as from the maturity
date of the Availability Period, the Borrower shall refrain from entering into any WBND transaction with the aggregate amount exceeding
the sum of the Borrower's then applicable total foreign debt amount minus the Total Commitments hereunder at such time;



 


		(b)	with respect to the WBND provided by the Guarantor under the Guarantee, the foreign debt registration
formalities will be performed with the relevant office of the State Administration of Foreign Exchange of China within fifteen (15) PRC
Business Days after the enforcement or realization of such guarantee;



 






    
		47	FACILITY AGREEMENT




     


    

 


		(c)	at the time of performing the foreign debt registration, the Borrower will ensure WBND Quota is sufficient
to perform the foreign debt registration under paragraph (b) above;



 


		(d)	immediately upon request by the Facility Agent, it will provide the Facility Agent with necessary information
and materials regarding the details of any WBND, breaches of contract under any offshore underlying transaction, foreign debt registration,
repayment of offshore debts, and other relevant matters in connection with its performance of the registration procedures for the offshore
guarantor or security provider under the other WBND. Such information and materials shall be true, accurate and complete; and



 


		(e)	it will take all necessary steps to ensure that the indebtedness to the Lenders hereunder is paid in full
in the currency in which it is payable.



 


For the purpose of this Clause, “WBND
Quota” means the limit on the external indebtedness of the Borrower arising from the performance of the WBND to the extent permitted
by the then applicable PRC laws and regulations.


 


		20.21	Cooperation obligation



 


If
the work of the Lenders such as payment management, post-loan management or other relevant inspection in respect of the Loans (including
an on-site inspection of any Obligor or other member of the Group and the engagement of qualified professionals to accompany them on such
inspection) requires the cooperation of, or provision of relevant information or materials by, the Obligors or other members of the Group,
the Obligors shall (and shall ensure that the other members of the Group will) provide support and cooperation and provide relevant information
or materials as the Lenders may reasonably request (through the Facility Agent), provided that such inspections by the Lenders shall not
disturb the normal operation of the Obligors and there shall not occur more than two of such inspections in any fiscal year of the Borrower.


 


		20.22	Use of Loan proceeds



 


The Borrower shall ensure that its use
of the Loan proceeds shall be in compliance with the requirements of relevant laws and regulations, and shall provide the Facility Agent
with supporting documents proving that its use of the Loan proceeds is in compliance with laws and regulations if the Facility Agent requires
so for the purpose of monitoring the use of the Loan proceeds pursuant to the laws, regulations or regulatory requirements.


 


		20.23	Implementation of FATCA



 


The Obligors shall ensure that none
of the members of the Group shall become a FATCA Foreign Financial Institution or a US Tax Obligor.


 


		20.24	Material Adverse Effect



 


Each
Obligor shall ensure that there will be no change having a Material Adverse Effect on the business, management and operation of the Group,
taken as a whole. The Borrower shall promptly notify the Facility Agent upon becoming aware of any such change or any litigation proceeding
or arbitration which may have Material Adverse Effect.


 


		20.25	The Project



 


		(a)	As used in this clause, “good industry practice” means the skill, prudence and practices
of operation that a skilled and experienced person engaged in the industry of the same



 






    
		48	FACILITY AGREEMENT




     


    

 





			type
as that of the Borrower is reasonably and ordinarily expected to apply under the same or similar circumstance.


 


		(b)	The Borrower shall operate and maintain the Project and all its assets,
or ensure that the Project and all its assets are operated and maintained, diligently in a safe,
efficient and professional manner in accordance with good industry practice.



 


		(c)	The Borrower shall ensure that it is at all times the sole legal owner of, and has good and marketable
title to, the Project.



 


		(d)	Subject to Article 20.7 (Negative pledge),
the Borrower shall ensure that no mortgage (including sub-ranking
mortgage or secondary mortgage) exists or shall be created, over any of the assets of the Project (whether land, construction-in-progress
or factory buildings after the construction being completed) without the prior written consent of all Lenders, other than the security
created or permitted under the Finance Documents.



 


		(e)	The Borrower shall ensure that it is at all times in compliance with the material covenants, conditions
and terms of all agreements to which it is a party and which is applicable to the Project, unless such failure to comply would not reasonably
likely result in a Material Adverse Effect.



 


		(f)	The Borrower shall ensure that the Project complies in all material respects with the applicable health,
safety, planning, construction and environmental laws and regulations.



 


		(g)	If any change of the real estate certificate, construction land planning permit, construction project
planning permit and construction commencement permit issued by the relevant authorities occurs, the Borrower shall promptly submit a copy
of the updated certificate or permit to the Facility Agent for record.



 


		(h)	Without the prior written consent of the Facility Agent (acting on the instruction of the Majority Lenders),
the Borrower shall not reduce or cancel any of its paid-in registered capital before the completion acceptance filing of the Project is
obtained.



 


		(i)	The Borrower shall notify the Facility Agent in writing of its latest approved total project investment,
registered capital and paid-in registered capital on the date of expiration of each of the half-year periods after the date of this Agreement.



 


		20.26	Fixed asset loan compliance



 


The Borrower shall comply in all material
respects with the applicable laws and regulations, including, without limitation, that the Borrower shall ensure that:


 


		(a)	the development, construction and/or (as the case may be) operation of the Project for which the Loans
will comply with the applicable laws and regulations concerning industry, land, environment protection, etc., and all the administrative
formalities (if applicable) necessary for a fixed asset investment project have been completed in accordance with the laws;



 


		(b)	the capital invested in the Project complies with the applicable capital requirements for fixed asset
investments (including without limitation the requirement on the minimum percentage of capital);



 






    
		49	FACILITY AGREEMENT




     


    

 


		(c)	all material approvals, permits, Authorisations and licenses in connection with the Project shall be and
remain in full force and effect; and



 


		(d)	the Borrower and the Project shall fully comply with any restriction and requirement under relevant approvals,
permits, Authorisations and licenses, and no event, condition or step that may affect the validity or effectiveness of, or require the
modification or adjustment of, such approvals, permits, Authorisations and licenses has occurred or been taken.



 


		20.27	Repayment Reserve Account



 


The
Borrower shall designate the Repayment Reserve Account as its account for collecting 80% of all account receivables related to sales of
products, and provide the Facility Agent with the statements in respect of other account related to the receivables of the Project as
reasonably requested by the Lenders (through the Facility Agent). If the Borrower fails to repay in time any amount due and payable
under the Finance Documents, the Borrower hereby irrevocably authorizes the Facility Agent to withdraw from the Repayment Reserve Account
relevant amount and use such amount towards repaying or setting off the obligations due and payable by the Borrower under the Finance
Documents.


 


		20.28	Regulation of the Loan



 


The Borrower undertakes that it will
follow all relevant laws and regulations issued by the China Banking and Insurance Regulatory Commission (formerly the China Banking Regulatory
Commission) in relation to the loan business and perform all necessary obligations to comply with the provisions related to this loan
in the regulations including but not limited to Interim Measures for the Administration of Fixed Assets Loans issued on July 23,
2009


 


		20.29	Sanctions



 


The Borrower shall not, directly or
indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture
partner or other Person, (i) to fund, finance or facilitate any activities or business of or with any Person, or in any country or
territory, that, at the time of such funding, financing or facilitation is the target of Sanctions or in any way that is not in line with
applicable export control regulations, except to the extent permitted for a Person required to comply with Sanctions, or (ii) in
any other manner that would result in a violation of Sanctions or applicable export control regulations, by any Person (including any
Person participating in the Loans, whether as administrative agent, arranger, issuing bank, advisor, investor or otherwise).


 


		20.30	anti-bribery



 


		(a)	None of the Obligor, nor to the knowledge of the Obligor, any director, officer, agent, employee, Affiliate
or other person acting on behalf of the Borrower or any of its Subsidiaries is aware of or has taken any action, directly or indirectly,
that would result in a violation by such persons of any applicable anti-bribery law, including, without limitation, the United Kingdom
Bribery Act 2010 (the "UK Bribery Act") and the US Foreign Corrupt Practices Act of 1977 (the "FCPA").



 


		(b)	The Obligor and, to the knowledge of the Obligor, its Affiliates have conducted their businesses in compliance
with the UK Bribery Act, the FCPA and similar laws, rules or regulations and have instituted and maintain policies and procedures
designed to



 






    
		50	FACILITY AGREEMENT




     


    

 


			ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.


 


		(c)	The Obligor shall ensure that no proceeds shall be directly or, to its knowledge, indirectly used for
any payment, offer, promise to pay or authorization of payment or giving of money or anything else of value, to any Person that result
in a violation of any applicable anti-bribery or anti-corruption laws.



 


		20.31	Anti-Money Laundering and anti-corruption



 


		(a)	The operations of the Borrower and its Subsidiaries and their Affiliates are and have been conducted at
all times in material compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes
and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any governmental agency having jurisdiction over the Borrower or any of its other Subsidiaries or their respective Affiliates (collectively,
the "Money Laundering Laws") and no action, suit or proceeding by or before any court or governmental agency, authority
or body or any arbitrator involving the Borrower or any of its other Subsidiaries or their respective Affiliates with respect to the Money
Laundering Laws is pending or, to the best knowledge of the Borrower, threatened in writing.



 


		(b)	The Borrower shall ensure that each member of the Group will comply with all the Money Laundering Laws
and anti-corruption laws.



 


		20.32	Connected transactions



 


The
Borrower shall promptly inform the Facility Agent of the Borrower’s inter-group connected transactions not in the ordinary course
of business and with an aggregate value no less than 10 percent of the then value of the Borrower’s net assets, including but not
limited to (a) the relationship with the relevant parties in such connected transaction; (b) the transaction project
and its nature; (c) transaction amount or the corresponding proportion; (d) scale and pricing policy of such inter-group connected
transactions (including transactions with no amount or only has a nominal amount) and (e) any other documents reasonably requested
by the Facility Agent. The Borrower shall not arbitrage bank loans or credits or evade their debts by taking advantage of connected transactions.


 


		20.33	Compliance actions



 


Each Obligor acknowledges and agrees
that:


 


		(a)	each of the Finance Parties
and their group members is required to comply with the laws and regulations and requirements of public regulatory agencies of multiple
jurisdictions, including laws, regulations and requirements related to the (i) prevention of money laundering, terrorist financing,
corruption, tax evasion and providing financing or other services to persons or entities that may be subject to economic or trade sanctions;
or (ii) investigating, prosecuting, or exercising rights due to any person’s violation of any laws and regulations;



 


		(b)	each Finance Party may take and may instruct its group member to take actions it deems appropriate in
its full discretion (“Compliance Actions”) to prevent or investigate criminal acts or potential violations of sanction
regimes, or to comply with relevant laws, 



 






    
		51	FACILITY AGREEMENT




     


    

 





			regulations,
sanction regimes, international standards, relevant Finance Party’s group procedures and/or instructions from public, regulatory
or industry groups related to any group member of the Finance Party. Such Compliance Actions include interception and investigation of
any payments, communications or instructions; further inquiries on whether individuals or entities are subject to sanction regimes;


 


		(c)	the Finance Parties and any their group member shall not be liable to the Obligor for (i) any action
undertook or incurred, wholly or partly due to non-performance of any obligation under the Finance Documents of the Finance Party, or
(ii) any loss or delay (including direct or indirect loss, or loss of income, data or profit) caused by any actions in accordance
with the Compliance Actions of the Finance Parties or their group members, in each case, other than as a result of the gross negligence
or willful misconduct of a Finance Party.



 


		20.34	US Person



 


		(a)	If the Borrower is a US person and wants to transfer any proceeds of the Loan obtained from the Lenders
to the United States by remittance, transfer or any other form (except for the fulfilment of payment or other obligations under trade
transactions), it shall obtain the Lenders’ prior consent. The Lenders have the authority to decide independently whether to agree
or not.



 


		(b)	For the purpose of this Agreement, the Borrower will be deemed as a US person under the circumstances
where:



 


		(i)	the Borrower’s registered place, main business place, and/or the location of the mailing address
reserved by the Lenders is in the United States; and



 


		(ii)	any agent of the Borrower: (A) in case of a natural person, is a US citizen or US resident (including
but not limited to US Permanent Residents) and/or any residential address/correspondence address reserved by the Lenders is in the United
States; (B) in case of an entity, its registered place, main business place and/or mailing address reserved by the Lenders is in
the United States. The Borrower’s agent includes but not limited to the real estate or trust executor or manager, liquidator, trustee,
fiduciary, appointee, signatory, or person acting on behalf of the Borrower in accordance with the authorization letter issued by the
Borrower.



 


		21.	EVENTS OF DEFAULT



 


Each of the events or circumstances
set out in this Clause 21 (other than Clause 21.20 (Acceleration)) is an Event of Default.


 


		21.1	Non-payment



 


An Obligor does not pay any principal
on the due date or any interest or other amount payable pursuant to a Finance Document at the place at and in the currency in which it
is expressed to be payable unless its failure to pay is caused by technical error and/or the payment is made within 3 Business Days of
its due date.


 






    
		52	FACILITY AGREEMENT




     


    

 


		21.2	Financial covenants


 


Any
requirement of Clause 19 (Financial Covenants) is not satisfied; provided that, no Event of Default shall occur under this clause
21.2 to the extent the Borrower is attempting to amend this Agreement if required by clause 19, but is unable to do so because the Facility
Agent or a Lender requested a stricter financial covenants thereunder and it causes a delay in execution or negotiation by the Facility
Agent or such Lender, but at any time the Borrower
shall ensure the financial covenants to be added or amended is not inferior to the agreed condition in the Guarantor’s Existing
Credit Agreement.


 


		21.3	Other obligations



 


		(a)	An Obligor does not comply with any provision of the Finance Documents (other than (i) those referred
to in Clause 21.3(b), and (ii) Clause 18.6, 21.1 and 21.2 ), and such failure is not capable of remedy or could not be remedied within
30 days after (i) receipt by such Obligor of notice of such failure by the Facility Agent or (ii) it
becoming aware of the failure to comply (whichever is earlier).



 


		(b)	An Obligor does not comply with Clause 3 (Loan Purpose), Clause 5.5(c) (Loan Disbursement
and Purpose), Clause 20.17(d) or Clause 20.29 (Sanctions).



 


		21.4	Misrepresentation



 


Any representation or statement made
or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in
connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to
be made.


 


	21.5	Cross acceleration



 


If any of following
situation occurs, the Loans under this Agreement will be due and payable under cross acceleration:


 


		(a)	The Guarantor’s Existing Credit Agreement is declared to be or otherwise becomes due and payable
prior to its specified maturity as a result of an event of default (as described therein).



 


		(b)	Solely if the Guarantor’s Existing Credit Agreement is terminated
and not replaced, any Financial Indebtedness of the Guarantor in an aggregate amount in excess of
USD 200,000,000 is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default
(as described herein).



 


		21.6	Insolvency



 


		(a)	Any Obligor or any member of the Group is or admits inability to pay its debts as they fall due or generally
suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with
one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.



 


		(b)	The value of the assets of the Obligor and the other members of the Group, taken as a whole, are less
than their liabilities (taking into account contingent and prospective liabilities).



 


		(c)	A moratorium is declared in respect of any indebtedness of any Obligor or any member of the Group.



 






    
		53	FACILITY AGREEMENT




     


    

 


21.7        Insolvency
proceedings


 


Any corporate action, legal proceedings
or other procedure or step is taken in relation to:


 


		(a)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration,
provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Guarantor or any
member of the Group other than a solvent liquidation or reorganisation of the Guarantor or any member of the Group;



 


		(b)	a composition, assignment or arrangement with any creditor of the Guarantor or any member of the Group;



 


		(c)	the appointment of a liquidator (other than in respect of a solvent liquidation of the Guarantor or any
member of the Group), receiver, administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer
in respect of the Guarantor or any member of the Group; or



 


		(d)	enforcement of any Security over any assets of the Guarantor or any member of the Group;



 


or any analogous procedure or step is
taken in any jurisdiction; and, paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious and
is discharged, stayed or dismissed within thirty (30) days of commencement.


 


		21.8	Litigation process



 


Any
litigation procedure has been brought against any member of the Group, and such member of the Group is not appealing such judgment or
decision and fails to make corresponding payment in accordance with the effective litigation judgment or decision, and the amount payable
by that member of the Group according to the judgment or decision is not less than RMB 50,000,000 or any other litigation process which
has a Material Adverse Effect to any member of the Group has occurred.


 


		21.9	Unlawfulness or unenforceability



 


It is or becomes unlawful for an Obligor
to perform any of its obligations under the Finance Documents.


 


		21.10	Non-compliance with law



 


Any member of the Group fails to comply
with any applicable laws (including but not limited to Environmental and Social Risk Management Laws), and has a Material Adverse Effect.


 


		21.11	Repudiation



 


An Obligor repudiates a Finance Document
or evidences an intention to repudiate a Finance Document.


 


		21.12	Security



 


The Guarantee is
not in full force and effect or does not create in favour of the Facility Agent (on behalf of all the Lenders) the security which it is
expressed to create, fully perfected and with the ranking and priority it is expressed to have.


 






    
		54	FACILITY AGREEMENT




     


    

 


		21.13	Change of control


 


The Guarantor no longer directly or
indirectly holds 65 percent of the equity of the Borrower, or no longer maintains control over the Borrower.


 


		21.14	Material adverse effect



 


Any
event or series of events occurs which, as determined by the Majority Lenders reasonably, has or is likely to have a Material Adverse
Effect.


 


		21.15	Acceleration



 


On and at any time after an Event of
Default has occurred and is continuing, the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:


 


		(a)	cancel the Commitments, whereupon they shall immediately be cancelled;



 


		(b)	declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or
outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;



 


		(c)	declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable
on demand by the Facility Agent on the instructions of the Majority Lenders.



 


SECTION 8


 


Changes
to the Parties


 


		22.	Changes to the Lenders



 


		22.1	Transfers by the Lenders



 


Subject to this Clause 22, a Lender
(the “Existing Lender”) may transfer by novation all or (to the extent permitted by applicable laws and regulations)
any of its rights and/or obligations to another bank or financial institution or to a trust, fund or other entity which is regularly engaged
in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New
Lender”), provided that such transfers shall be, in any event, complied with this Clause 22 (Changes to the Lenders);
provided further that, other than in the case of (i) an assignment to an Existing Lender or an Affiliate of an Existing Lender or
(ii) the occurrence of any Event of Default, the Borrower shall have provided consent thereto. In any case a consent is required,
the Borrower shall have deemed to have consented unless it objects in writing within ten (10) Business Days following written notification
by the Facility Agent.


 


		22.2	Conditions of assignment or transfer



 


		(a)	A Lender may transfer all or (to the extent permitted by applicable laws and regulations) any part of
its rights and/or obligations under this Agreement to the New Lender in accordance with above Clause 22.1 (Transfers by the Lenders),
provided that such transfer shall be notified to other Lenders and the Borrower under this Agreement thirty (30) days in advance and the
Facility Agent shall be copied in. The other Lenders shall have the right of first refusal on such transfer of the rights and/or obligations
under the same conditions. To the extent permitted by applicable laws and regulations, if the Existing Lender transfers all or any part
of its rights and/or 



 






    
		55	FACILITY AGREEMENT




     


    

 





			obligations under this Agreement to its Affiliate,
the other Lenders agree to give up the right of first refusal. The Facility Agent shall give prior notice of such transfers by the Lenders
to the Borrower.


 


		(b)	Subject to paragraph (a) above, within thirty (30) days from the date when the Existing Lender gives
notice of such transfer, the relevant Lenders shall notify the Existing Lender (and copy in the Facility Agent) to exercise or waive its
right of first refusal. If the relevant Lenders fail to notify the Existing Lender within the above-mentioned period, it shall be deemed
that such Lenders have waived their rights of first refusal. Notwithstanding the foregoing provisions, each Lender agrees that if any
Lender intends to transfer all or any part of its rights and/or obligations under this Agreement to its Affiliate in accordance with the
with above Clause 22.1 (Transfers by the Lenders), the other Lenders shall be deemed to have waived the right of first refusal
on the date upon receipt of such notice.



 


		(c)	A transfer will be effective only if the Facility Agent receives a written confirmation letter (in form
and substance satisfactory to the Facility Agent) by the Existing Lender and the New Lender, and such confirmation letter confirms that
the New Lender shall assume the same obligations to other Finance Parties as if it were the Original Lender.



 


		(d)	A transfer will be effective only if the procedures set out in Clause 22.5 (Procedure for transfer)
is complied with.



 


		(e)	If:



 


		(i)	a Lender transfers all or any of its rights and/or obligations under the Finance Documents or changes
its Facility Office; and



 


		(ii)	as a result of the circumstances existing at the date of the transfer or change occurs, an Obligor would
be obliged to make a payment to the New Lender or Lender acting through its new Facility Office in accordance with Clause 12 (Tax Gross-up
and Indemnities) or Clause 13 (Increased Costs).



 


then the New Lender or Lender acting through
its new Facility Office is only entitled to receive payment in accordance with the above Clauses to the same extent that the Existing
Lender or Lender acting through its previous Facility Office would have been if the transfer or change had not occurred.


 


		(f)	The Facility Agent shall upon the Borrower’s request forward the scanned copy of the relevant Transfer
Certificate to the Borrower for reference.



 


		(g)	The Facility Agent shall maintain a register for the recordation of the names and addresses of the Lenders,
and the principal amounts of (and stated interest on) relevant Loans owing to Lenders pursuant to the terms hereof from time to time.



 


		22.3	Transfer fee



 


The New Lender shall, on or before the
date upon delivery of a completed Transfer Certificate to the Facility Agent in accordance with Clause 22.5 (Procedure for transfer),
pay to the Facility Agent (for its own account) a fee of RMB 20,000 (excluding any form of deductions or withholdings).


 






    
		56	FACILITY AGREEMENT




     


    

 


		22.4	Limitation of responsibility of Existing Lenders


 


		(a)	Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes
no responsibility to a New Lender and an Increase Lender for:



 


		(i)	the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other
documents;



 


		(ii)	the financial condition of any Obligor;



 


		(iii)	the performance and observance by any Obligor of its obligations under the Finance Documents or any other
documents; or



 


		(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document
or any other document,



 


and any representations or warranties
implied by law are excluded.


 


		(b)	Each New Lender and Increase Lender confirms to the Existing Lender and the other Finance Parties that
it:



 


		(i)	has made (and shall continue to make) its own independent investigation and assessment of the financial
condition and affairs of each Obligor and its Affiliates in connection with its participation in this Agreement and has not relied exclusively
on any information provided to it by the Existing Lender in connection with any Finance Document; and



 


		(ii)	will continue to make its own independent appraisal of the creditworthiness of each Obligor and its Affiliates
whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.



 


		(c)	Nothing in any Finance Document obliges an Existing Lender to:



 


		(i)	accept a re-transfer from a New Lender of any of the rights and obligations transferred under this Clause
22; or



 


		(ii)	support or undertake any losses directly or indirectly incurred by the New Lender and Increase Lender
by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.



 


		22.5	Procedure for transfer



 


		(a)	Subject to the conditions set out in Clause 22.2 (Conditions of transfer), a transfer is effected
in accordance with paragraph (b) below when the Facility Agent executes, five (5) Business Days in advance to the Transfer Date
(or such shorter period as the Facility Agent may agree), an otherwise duly completed Transfer Certificate (in triplicate) delivered to
it by the Existing Lender and the New Lender. The Facility Agent shall as soon as reasonably practicable after receipt by it of a duly
completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms
of this Agreement, execute that Transfer Certificate. The Facility Agent shall, within three (3) Business Days from the execution
of the Transfer Certificate, provide the Borrower with a certified true copy of the executed Transfer Certificate.



 


		(b)	The Facility Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing
Lender and the New Lender unless it is required by the PRC laws and



 






    
		57	FACILITY AGREEMENT




     


    

 





			 regulations or the requirements of regulatory authorities applicable
to the Facility Agent that it shall conduct “know your customer” and other similar procedures in relation to the transfer
to such New Lender and the Facility Agent has completed all “know your customer” and other similar procedures that are required
by the PRC laws and regulations or the requirements of regulatory authorities (the aforesaid procedures shall be completed no later than
the Transfer Date). The Facility Agent shall not refuse to execute such Transfer Certificate without any rational reason.


 


		(c)	On the Transfer Date:



 


		(i)	to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights
and/or obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations
towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled
(being the “Discharged Rights and Obligations”);



 


		(ii)	each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights
against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction Obligor and the New Lender
have assumed and/or acquired the same in place of that Obligor and the Existing Lender;



 


		(iii)	the Facility Agent, the Mandated Lead Arranger, the New Lender and other Lenders shall acquire the same
rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original
Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent,
the Mandated Lead Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreement;
and



 


		(iv)	the New Lender shall become a Party as a “Lender”.



 


		22.6	Disclosure of Information



 


Any Finance Party may disclose any information
relating to the Obligor, the Group, other Finance Parties and the Finance Documents to parties listed in paragraphs (a) to (h) below:


 


		(a)	any of its Affiliates, its representative office and its head office and any other subsidiary/branch in
any country or region (the “Licensee”);



 


		(b)	any executives, employees, directors, staff, professional advisers, auditors, partners, representatives
and service providers of such Finance Party and the Licensee on a need to know basis that undertakes duty of confidentiality to such Finance
Party and the Licensee;



 


		(c)	any credit rating agency, insurer or insurance broker of, or direct or indirect provider of credit protection
to, such Finance Party and the Licensee;



 


		(d)	any court or tribunal, or a department or stock exchange with regulatory, supervision, administrative
or quasi-administrative power with jurisdiction over the Finance Party and the Licensee; provided that, to the extent such Finance Party
is legally permissible and practical, such Finance Party will provide written notice to the Borrower of such disclosure and the nature
and details thereof;



 






    
		58	FACILITY AGREEMENT




     


    

 





 


		(e)	any other Finance Party;



 


		(f)	any other actual or potential persons listed below or their Affiliates, agents or professional consultants:



 


		(i)	Such Finance Party intends to transfer (or possibly transfer) all or any of its rights and/or obligations
under this Agreement to the person (or through the person);



 


		(ii)	Such Finance Party intends to enter into (or possibly enter into) any subcontracting with the person (or
through the person) in relation to this Agreement or the Borrower, or engage or enter into any other transactions that will make payment
with reference to this Agreement or the Borrower;



 


		(iii)	So long as in the case of (i) and (ii) above, the information is required to be disclosed to
the person, such person undertakes the duty of confidentiality and such information is within the scope in accordance with any applicable
laws and regulations; or



 


		(g)	Any other persons agreed in writing by the Borrower or other Finance Party (as the case may be).



 


Under
the premise of not violating relevant laws and regulations, and without prejudice to any other agreement between the Lenders and the Obligor,
each Obligor agrees to provide to the Lenders and the Facility Agent personal data of, including its shareholders and beneficial owners
in accordance with the reasonable requirements of any Lender or the Facility Agent; and the Obligor confirms that it legally provide information
for the use and disclosure of Finance Party under the following purposes: (i) to provide products or services to the Obligor; (ii) to
meet the Lenders’ operational, administrative or risk management requirements; and (iii) to comply with any legal requirements
or request of any court, government agency or regulatory agency that reasonably deemed necessary by the Finance Party.. Any consents related
to personal data made upon this Clause shall continue to be effective after any such person's civil capacity is restricted or forfeited,
or any commitment amount and/or any commercial relationship between the Obligor and the Finance Party is cancelled, terminated or repaid.


 


The
Obligors authorise the Facility Agent and each Finance Party to, under the premise of not violating relevant laws and regulations, collect,
use and disclose confidential information (including the personal data) about each of the Obligors and Finance Parties or individuals
relating to each of the Obligors and/or Finance Parties, so that the Facility Agent and each Finance Party can carry out its obligations
to the Obligors and/or, as the case may be, for other related purposes, including auditing, monitoring and analysis of its business, fraud
and crime prevention, money laundering and legal and regulatory compliance. Subject to any applicable law and regulations in relation
to personal information in PRC, the Lenders and the Facility Agent may also transfer the confidential information (including personal
data) to any country to process information. Wherever it is processed, the personal data will be protected by security measures and a
degree of care to which all members of each Finance Party and their staff are subject and will only be used in accordance with this Agreement.
Any consent related to personal data made upon this Clause shall continue to be effective after death, incapacity, bankruptcy or insolvency
of such person, and after any commitment amount and/or any commercial relationship between the Obligor and/or the Finance Party is cancelled,
terminated or repaid.


 






    
		59	FACILITY AGREEMENT




     


    

 


		22.7	Authorization to the Facility Agent


 


Upon
confirmation by the Borrower to the Finance Party for each transfer request, the Borrower authorizes the Facility Agent to sign the Transfer
Certificate on its behalf to indicate its consent to the proposed transfer. Each Obligor and any other Finance Party (except the Lender
who intend to transfer and the New Lender) irrevocably authorizes the Facility Agent to sign the Transfer Certificate on its behalf
to indicate its consent to the proposed transfer.


 


		22.8	Exclusion of Facility Agent’s liability



 


In relation to any transfer pursuant
to this Clause 22 (Changes to Lenders), each Party acknowledges and agrees that the Facility Agent shall not be obliged to enquire
as to the accuracy of any representation or warranty made by a New Lender in respect of its eligibility as a Lender.


 


		22.9	Universal Succession



 


If a Lender is to be merged with any
other person by universal succession, such Lender shall, at its own cost and within forty-five (45) days of that merger, deliver to the
Facility Agent:


 


		(a)	an original or certified true copy of a legal opinion issued by a qualified legal counsel practicing law
in its jurisdiction of incorporation confirming that all such Lender’s assets, rights and obligations generally have been duly vested
in the succeeding entity who has succeeded to all relationships as if those assets, rights and obligations had been originally acquired,
incurred or entered into by the succeeding entity; and



 


		(b)	an original or certified true copy of a written confirmation by either the Lenders’ legal counsel
or such other legal counsel acceptable to the Facility Agent and for the benefit of the Facility Agent (in its capacity as agent of the
Lenders), confirming that the laws of the People’s Republic of China and of the jurisdiction in which the lending office of such
Lender is located recognise such merger by universal succession under the relevant foreign laws.



 


whereupon a transfer and novation of
all such Lender’s assets, rights and obligations to its succeeding entity shall have been, or be deemed to have been, duly effected
as at the date of the said merger.


 


If such Lender, in a universal succession,
does not comply with the requirements under this Clause 22.9, the Facility Agent has the right to decline to recognise the succeeding
entity and demand such Lender and the succeeding entity to either sign and deliver a Transfer Certificate to the Facility Agent evidencing
the transfer of all rights and obligations of such Lender to that succeeding entity, or provide or enter into such documents, or make
such arrangements acceptable to the Facility Agent (acting on the advice of the Lender’s legal counsel and any legal costs so incurred
shall be borne by the relevant Lender) in order to evidence that all rights and obligations of the relevant Lender under this Agreement
have been transferred to the succeeding entity.


 


		23.	Changes to the Obligors



 


No Obligor may assign any of its rights
or transfer any of its rights or obligations under this Agreement.


 






    
		60	FACILITY AGREEMENT




     


    

 


SECTION 9


 


the
Finance Parties



 


		24.	Role of the Facility Agent and Mandated Lead Arranger



 


		24.1	Appointment of the Facility Agent



 


		(a)	Each of the Finance Party appoints the Facility Agent to act as its agent under and in connection with
the Finance Documents.



 


		(b)	The other Finance Parties authorise the Facility Agent to perform the rights, powers, authorities and
discretions specifically given to the Facility Agent under or in connection with the Finance Documents together with any other incidental
rights, powers, authorities and discretions.



 


		24.2	Duties of the Facility Agent



 


		(a)	The Facility Agent shall promptly forward to a Party a copy of any document (other than the Transfer Certificate)
which is delivered to the Facility Agent for that Party by any other Party.



 


		(b)	The Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document
it forwards to another Party.



 


		(c)	If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default and
stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.



 


		(d)	If the Facility Agent is aware of the non-payment of any principal, interest, or other fee payable to
a Finance Party under this Agreement, it shall promptly notify the other Finance Parties.



 


		(e)	The Facility Agent shall, upon reasonable request of other Finance Party, request the Borrower to provide
the information specified in Article 18.4 (Information: Other Provisions) of this Agreement.



 


		24.3	No Duty to Monitor



 


The responsibilities of the Facility
Agent under the Finance Documents are only operational and administrative, except as specifically provided in the Finance Documents in
which it is a Party, the Facility Agent has no other obligations, including but not limited to the Facility Agent shall not be bound to
enquire or investigate:


 


		(a)	whether or not any Default has occurred;



 


		(b)	as to the performance, default or any breach by any Party of its obligations under any Finance Document;
or



 


		(c)	whether any other event specified in any Finance Document has occurred.



 


		24.4	Role of the Mandated Lead Arranger



 


Except as specifically provided in the
Finance Documents, the Mandated Lead Arranger has no obligations of any kind to any other Party under or in connection with any Finance
Document.


 






    
		61	FACILITY AGREEMENT




     


    

 


		24.5	No Fiduciary Duties


 


		(a)	Nothing in this Agreement constitutes the Facility Agent or Mandated Lead Arranger as a trustee or fiduciary
of any other person.



 


		(b)	No Facility Agent and Mandated Lead Arranger shall be bound to account to any Lender for any sum or the
profit element of any sum received by it for its own account



 


		(c)	For any payment that the Facility Agent receives from any person and is paid to it for the purpose of
this Agreement, the Facility Agent may deal with the above payment in accordance with the banks disposal of the money that receives from
its customers under normal circumstances, but the Facility Agent does not need to pay interest to any person for these payments.



 


		24.6	Business with the Group



 


The Facility Agent and the Mandated
Lead Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Group Members.


 


		24.7	Rights and Discretions



 


		(a)	The Facility Agent may rely on:



 


		(i)	any representation, notice or document believed by it to be genuine, correct and appropriately authorised
and is not responsible for verifying any signature on any document; and



 


		(ii)	Any statement made and can be reasonably assumed to be within the knowledge or to be provable within the
capacity of any Party’s director, authorized signatory or employee.



 


		(b)	The Facility Agent may assume (unless the Facility Agent has received notice to the contrary in its capacity
as agent for the Finance Parties) that:



 


		(i)	no Default has occurred (unless the Facility Agent has actual knowledge of a Default arising under Clause
21.1 (Non-payment))



 


		(ii)	any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.



 


		(c)	The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants,
surveyors or other experts.



 


		(d)	The Facility Agent may act in relation to the Finance Documents through its officers, employees.



 


		(e)	The Facility Agent may disclose to any other Party any information it has received as agent under this
Agreement.



 


		(f)	Notwithstanding any other provision of any Finance Document to the contrary, the Facility Agent or the
Mandated Lead Arranger is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach
of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.



 






    
		62	FACILITY AGREEMENT




     


    

 


		24.8	Majority Lenders instructions


 


		(a)	Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise
any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority
Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it
as the Facility Agent) , (ii) be entitled to assume that the Majority Lenders have appropriately made such instructions in accordance
with the provisions of the Finance Documents and unless a clear notice of cancellation is received, the instructions have not been cancelled
when they are received by the Facility Agent and (iii) not be liable for any act (or omission) if it acts (or refrains from taking
any action) in accordance with an instruction of the Majority Lenders.



 


		(b)	Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders
will be binding on all the Finance Parties.



 


		(c)	As to whether (and in which form) to exercise or not exercise any instructions given to it as the Facility
Agent by the Majority Lenders for any rights, powers, authority or discretion, the Facility Agent may require the Majority Lenders to
give further clarification or explanation. The Facility Agent may refrain from acting in accordance with the instructions of the Majority
Lenders or under paragraph (e) below until it has received such clarification or explanation.



 


		(d)	The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders
or under paragraph (e) below until it has received such security as it may require for any cost, loss or liability (together with
any associated indirect tax) which it may incur in complying with the instructions.



 


		(e)	In the absence of instructions from the Majority Lenders, the Facility Agent may act or refrain from acting
as it considers to be in the proper manner.



 


		(f)	None of the Facility Agent is authorised (without first obtaining a Lender’s consent) to act on
behalf of that Lender in any legal or arbitration proceedings relating to any Finance Document.



 


		24.9	Responsibility for documentation



 


Neither the Facility Agent nor the Mandated
Lead Arranger is responsible or liable for:


 


		(a)	the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the
Facility Agent, the Mandated Lead Arranger, the Borrower or any other person given in or in connection with any Finance Document or; or



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other
agreement, arrangement or document entered into, made or executed under, in anticipation of or in connection with any Finance Document.



 


		24.10	Exclusion of liability



 


		(a)	Without limiting paragraph (b) below and unless directly caused by its gross negligence or wilful
misconduct, the Facility Agent will not be liable for:



 


		(i)	any liability arising as a result of taking or not taking any action under or in connection with any Finance
Document (including but not limited to, the Facility Agent will transfer relevant loan funds and/or expenses base on the Finance Party’s
account information of the Lenders listed in Table B of Schedule 1 (or the other account information provided by the Lenders to the



 






    
		63	FACILITY AGREEMENT




     


    

 





			 Facility
Agent in writing in three(3) Business Days in advance at any payment time of each Availability Period, each Repayment Date, Interest
Payment Date or etc.), if any fund fail to be paid into the account caused by incorrect account information provided by the Lender or
the Lender’s system of bank account, the Lender shall bear the corresponding responsibilities on its own and the Facility Agent
shall not bear any responsibility);


 


		(ii)	exercising, or not exercising, any decision, discretion or authority given to it under or in connection
with any Finance Document or any other agreements entered into, made or executed in anticipation of the Finance Documents; or in connection
with any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any
Finance Document;



 


		(iii)	(without prejudice to paragraphs (i) and (ii) above) any damages, costs or losses to any person,
any diminution in value or any liability (including negligence or any other category of liability, but not including any claim based on
the fraud of the Facility Agent) arising as a result of:(A) any
act, event or circumstance not reasonably within the control of the Facility Agent; or (B) the general risks of investment in, or
the holding of assets in, any jurisdiction, including but not limited to Clause 24.12 (Force majeure).



 


		(b)	No Party (other than the Facility Agent) may take any proceedings against any officer, employee or agent
of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind
by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Facility Agent may rely
on this Clause.



 


		(c)	The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account
with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps
as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system
used by the Facility Agent for that purpose.



 


		(d)	Nothing in this Agreement shall oblige the Facility Agent to conduct any “know your customer”
or other procedures in relation to any Lender. Each Lender confirms to the Facility Agent that it is solely responsible for any investigation
procedures it is required to conduct and that it shall not rely on any statement in relation to such procedures or check made by the Facility
Agent.



 


		(e)	The Facility Agent will not be liable for any check or investigation on the extent to whether there is
an event of default or a potential event of default.



 


		(f)	Unless the applicable laws and regulations have mandatory requirements, the Facility Agent will not be
liable for providing any certificates, documents or information required by any anti-money laundering investigation (except for information
related to itself). Any such certificates, documents or information shall be provided directly by the Borrower or the relevant Lenders,
although the Facility Agent may request for such certificates, documents or information.



 


		(g)	The Facility Agent will not be liable for the failure or delay to perform its obligations under the Finance
Documents of any other Party of the Finance Documents.



 


		(h)	The Facility Agent will not be liable for any diminution in value of the guaranteed debt (if any) arising
from the execution of any Finance Documents or the retention of any



 






    
		64	FACILITY AGREEMENT




     


    

 





			rights under any Finance Documents.


 


		24.11	Lenders' indemnity to the Facility Agent



 


Each Lender shall (in proportion to
its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior
to their reduction to zero) indemnify the Facility Agent, within three (3) Business Days of demand, against any cost, loss or liability
(otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct) in acting as Facility Agent under the Finance
Documents (unless the Facility Agent has been reimbursed by an Obligor pursuant to a Finance Document).


 


		24.12	Resignation of the Facility Agent



 


		(a)	The Facility Agent may resign and appoint one of its Affiliates acting through an office in the place
where it located as successor by giving thirty (30) days’ written notice to the other Finance Parties and the Borrower.



 


		(b)	Alternatively, the Facility Agent may resign by giving thirty (30) days’ written notice to each
Lender and Borrower, in which case the Majority Lenders may appoint a successor Facility Agent; provided that, the Borrower shall consent
to such successor Facility Agent, such consent not to be unreasonably withheld or delayed.



 


		(c)	The retiring Facility Agent shall make available to the successor Facility Agent such documents and records
as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance
Documents.



 


		(d)	The Facility Agent's resignation notice takes effect on the 30 days after notice of resignation was given.
If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after
notice of resignation was given, the resignation notice shall still take effect and the retiring Facility Agent may appoint a successor
Facility Agent, provided that unless the successor Facility Agent is an Affiliate of the retiring Facility Agent and/or an Event of Default
has occurred, the Borrower shall consent to the successor Facility Agent, such consent not to be unreasonably withheld or delayed.



 


		(e)	Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further
obligation in respect of the Finance Documents but shall remain entitled to the benefit of Clause 24. Any successor and each of the other
Parties shall have the same rights and obligations among themselves as they would have had if such successor had been an original Party.



 


		(f)	After consultation with the Borrower, the Majority Lenders may, by giving written notice to the Facility
Agent, require it to resign in accordance with paragraph (b) above by giving reasonable ground. In this event, the Facility Agent
shall resign in accordance with paragraph (b) above.



 


		(g)	All reasonable and documented costs and expenses related to the appointment of a successor Facility Agent
shall be borne by the Borrower (except for items of expenses that shall not be borne by the Borrower as expressly stipulated by laws,
regulations and provisions of the competent authority).



 


		(h)	If on or after the date which is three Months before the earliest FATCA Application Date relating to any
payment to the Facility Agent under the Finance Documents, the Facility Agent may resign in accordance with paragraph (b) above when:



 






    
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		(i)	the Facility Agent fails to respond to a request under Clause 12.6 (FATCA information) and the
Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA
Application Date



 


		(ii)	the information supplied by the Facility Agent pursuant to Clause 12.6 (FATCA information) indicates
that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or



 


		(iii)	the Facility Agent notifies the Borrower and the Lender that the Facility Agent will not be (or will have
ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;



 


and (in each case) the Lender reasonably
believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt
Party, and that Lender, by notice to the Facility Agent, requires it to resign.


 


		24.13	Confidentiality



 


		(a)	In acting as Facility Agent for the Finance Parties, the Facility Agent shall be regarded as acting through
its agency division which shall be treated as a separate entity from any other of its divisions or departments.



 


		(b)	If information is received by another division or department of the Facility Agent, it may be treated
as confidential to that division or department and the Facility Agent shall not be deemed to have notice of it.



 


		(c)	Notwithstanding any other provision of any Finance Document to the contrary, the Facility Agent or the
Mandated Lead Arranger shall not be obliged to disclose to any person: (i) any confidential information, or (ii) any other information
that it reasonably believes that the relevant disclosure will or may result in a violation of any laws or regulations or any contractual
or fiduciary duties.



 


		24.14	Relationship with the Lender



 


Subject to Clause 27.2 (Distributions
by the Facility Agent), the Facility Agent may treat each Lender as the Lender is authorised to obtain proceeds in accordance with
this Agreement and can act through its Facility Office unless it has received not less than five (5) Business Days’ prior notice
from that Lender to the contrary in accordance with the terms of this Agreement.


 


		24.15	Credit appraisal by the Lenders



 


Without affecting the responsibility
of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Facility
Agent and the Mandated Lead Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal
and investigation of all risks arising under or in connection with any Finance Document including but not limited to:


 


		(a)	the financial condition, status and nature of each member of the Group;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other
agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;



 


		(c)	whether that Lender has recourse, and the nature and extent of that recourse, against any 



 






    
		66	FACILITY AGREEMENT




     


    

 





			Finance Document,
the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed
in anticipation of, under or in connection with any Finance Document, Party or any of its respective assets under or in connection with
any Finance Document; and


 


		(d)	the adequacy, accuracy and/or completeness of any information provided by the Facility Agent, any Party
or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any
other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.



 


		24.16	Deduction from amounts payable by the Facility Agent



 


		(a)	If any Party owes an amount to the Facility Agent under the Finance Documents the Facility Agent may,
after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent
would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount
owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.



 


		(b)	Any amount, remuneration or expenses that the Facility Agent shall receive by performing its duties as
a Facility Agent in accordance with the Finance Documents shall not be deducted by any amount, remuneration or benefit in other transactions
conducted by the Facility Agent (or its Affiliates) with each Finance Party or the Obligor.



 


		24.17	Disclaimer of consequential damages



 


Notwithstanding other provisions in
this Agreement, none of the Facility Agent, the Mandated Lead Arranger, or Finance Party and its Subsidiaries, Affiliates, senior officer,
directors or employees will be liable to the Obligor or the others’ specific, indirect, or punitive damages (including but not limited
to loss of profits, whether foreseeable or unforeseeable) pursuant to this Agreement and the transactions contemplated by this Agreement,
even if the Facility Agent is aware or informed of the possibility of such damages and regardless of whether any claims for those damages
are based on negligence, breach of contract, breach of trust, breach of fiduciary duty. Each parties to this Agreement waives, releases
and agrees not to commence any proceedings with respect to those liabilities, regardless of whether these responsibilities have occurred,
are known or suspected to exist. This Clause shall continue to be valid after the termination of this Agreement or the resignation of
the Facility Agent.


 


		24.18	Connected Transactions and Information Disclosure



 


		(a)	The Banking (Exposure Limits) Rules (Cap. 155S) and regulations in respect thereof in Hong Kong and
the CBRC Administration Rules on the Connected Transactions of Commercial Banks with Insiders and Shareholders (the “CBRC Rules”)
have imposed on each Finance Party certain limitations on advances to persons related to the HSBC Group or each Finance Party or advances
that are of the "connected transaction" nature. In entering into this Agreement, the Borrower shall advise the Facility Agent
whether the Borrower is in any way related or connected to the HSBC Group or each Finance Party or is otherwise a "connected party"
as defined in the CBRC Rules. In the absence of such advice, the Facility Agent will assume that the Borrower is not so related or connected.
If the Borrower becomes so related or connected subsequent to acknowledging this Agreement, it shall immediately advise the Facility Agent
in writing of the same.



 


"HSBC Group” means HSBC Holdings
plc, its subsidiaries, related bodies corporate, associated entities and undertakings and any of their branches and member or office of


 






    
		67	FACILITY AGREEMENT




     


    

 


the HSBC Group shall be construed accordingly.


 


		(b)	The Finance Party may provide to HSBC Group and any PRC domestic companies or entities in the group of
another Finance Party any information in respect with any account opened by the Borrower at the Finance Party and the credit of the Borrower
provided by the Finance Party or performance of such matters or other information relating the business relationship between the Borrower
and the Finance Party.



 


		24.19	Anti-money Laundering and Counter-terrorist Financing



 


		(a)	Upon the request of the Facility Agent, any Finance Party shall promptly provide the Facility Agent with
the documents and other supporting materials (or prompt such documents or supporting materials to be provided) as reasonably requested
by the Facility Agent for the purpose of conducting relevant investigations in accordance with any anti-money laundering laws or regulations
applicable to the Facility Agent or its Affiliates and the results of such investigations shall satisfy the Facility Agent. Each Finance
Party shall also be entitled to conduct such investigations at its sole discretion.



 


		(b)	Each Finance Party may independently take or appoint any representative to take measures that it deems
appropriate based on its absolute discretion to comply with any applicable laws and regulations, requirements of public institutions or
regulatory authorities or the policy of each Finance Party and HSBC Group relating the prevention of fraud, money laundering, terrorist
acts or other criminal acts or the financial services or other services provided to sanctioned individuals or entities. The measures may
include but are not limited to the interception and investigation of account transactions (especially those related to international fund
transfers), including the source of the fund in and out of the account or the intended recipient. Under certain circumstance, such measures
may delay or hinder the processing of instructions, the settlement of account transactions or the performance of obligations by each Finance
Party under the Finance Documents. If possible, each Finance Party will make it best effort to notify the relevant parties on the existing
of such situation. Each Finance Party or any of its representatives shall not in whole or in part be liable for any loss (whether direct
or indirect loss, including but not limited to the loss of profits of interests) arising from the measures taken by that Finance Party
or any of its representatives according to this clause. HSBC Group in this clause refers to HSBC Holdings plc and its Subsidiaries and
Affiliates.



 


		24.20	Force Majeure



 


Notwithstanding
the contrary provisions in this Agreement, the Facility Agent shall not be liable for any failure to perform or delay in performing its
obligations arising from any event that is out of its reasonable control, including but not limited to existing or future laws and regulations,
any present or future acts of governmental agency, acts of God, floods, wars (whether declared or undeclared), terrorist acts,
riots, rebellions, insurrections, strikes, other labour acts, total interruptions of electricity or other supplies, airplane crashes,
technical failure, accidental or mechanical electrical breakdown, computer breakdown or any breakdown of money transfer system.


 


		24.21	Other provisions of the Facility Agent



 


		(a)	Nothing in this Agreement shall require the Facility Agent to carry on an activity of the kind specified
by any provision of Part 1 of Schedule 5 of the Securities and Futures Ordinance under Hong Kong law, or to make the Loan to the
Borrower by the Facility Agent in its capacity as Agent.



 


		(b)	The Facility Agent shall be entitled to dispose any amount paid to it by any person for the



 






    
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			purposes of
this Agreement in the same manner as the Customer made that payment to the Bank except that it shall not be liable to any person for any
interest or other fees in respect of the amount.


 


		(c)	The fees, commissions and expenses payable to the Facility Agent for services rendered and the performance
of their obligations under this Agreement shall not be abated by any remuneration or other amounts or profits receivable by the Facility
Agent in connection with any transaction effected by the Facility Agent (or by any of their Affiliates) with or for the Lender or the
Obligor to this Agreement.



 


		25.	Conduct of Business by the Finance Parties



 


No provision of this Agreement will:


 


		(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner
it thinks fit;



 


		(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available
to it or the extent, order and manner of any claim;



 


		(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any
computations in respect of Tax; or



 


		(d)	oblige any Finance Party to do or omit to do anything in violation of (or would in its reasonable opinion
result in a violation of) any applicable law and regulation.



 


		26.	Sharing Among the Finance Parties



 


		26.1	Payments to Finance Parties



 


If a Finance Party (hereinafter referred
to as the "Recovering Finance Party") receives or recovers any amount from an Obligor other than in accordance with Clause
27 (Payment Mechanics) and applies that amount to a payment then due under the Finance Documents then:


 


		(a)	the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt
or recovery to the Facility Agent;



 


		(b)	the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering
Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance
with Clause 27 (Payment Mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation
to the receipt, recovery or distribution; and



 


		(c)	the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent,
pay to the Facility Agent an amount (the "Sharing Payment ") equal to such receipt or recovery less any amount which
the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with
Clause 27.5 (Partial payments).



 


		26.2	Redistribution of payments



 


The
Facility Agent shall treat the Sharing Payment as if it had been paid by an Obligor and distribute it between the Finance Parties
(other than the Recovering Finance Party) in accordance with Clause 27.5 (Partial payments).


 






    
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		26.3	Recovering Finance Party’s rights



 


On a distribution by the Facility Agent
under Clause 26.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties
which have shared in that redistribution.


 


		26.4	Reversal of redistribution



 


If
any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering
Finance Party, then:


 


		(a)	each Finance Party which has received its share of a Sharing Payment pursuant to Clause 26.2 (Redistribution)
shall, on the request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal
to its appropriate share of the Sharing Payment (together with an amount as is necessary to reimburse that recovering Finance Party's
proportion of any interest which that Recovering Finance Party is required to pay in respect of that Sharing Payment); and



 


		(b)	the Recovering Finance Party's rights of subrogation in respect of any repayment shall be cancelled and
the Borrower shall account to the reimbursing Finance Party for the amount so reimbursed.



 


		26.5	Exceptions



 


		(a)	This Clause 26 shall not apply to the extent that, after making any payment pursuant to this Clause, the
Recovering Finance Party would not have a valid and enforceable claim against the Obligor.



 


		(b)	A Recovering Finance Party is not obliged to share with any other Finance Party any amount recovered or
recovered by that Recovering Finance Party as a result of taking legal or arbitration proceedings, if:



 


		(i)	it notified other Finance Party of the legal or arbitration proceedings; and



 


		(ii)	that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but
did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.



 


Chapter 10


 


Administration


 


		27.	Payment Mechanics



 


		27.1	Payment to the Facility Agent



 


		(a)	On each date on which an Obligor or a Finance Party is required to make a payment under a Finance Document,
that Obligor or Finance Party shall make same available to the Facility Agent (unless a contrary indication appears in a Finance Document)
for value on the due date and at the time and in such funds specified by the Facility Agent as being customary at the time for the settlement
of transactions in the relevant currency in the place for payment.



 






    
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		(b)	Payment shall be made to the account specified by the Facility Agent.



 


		27.2	Distributions by the Facility Agent



 


		(a)	Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject
to Clause 27.3 (Distributions to an Obligor) and Clause 27.4 (Clawback Arrangements), be made available by the Facility
Agent as soon as practicable after receipt to the Party entitled to receive that payment in accordance with this Agreement (and, in the
case of a Lender, its acting agent), to such account as that Party may notify to the Facility Agent by not less than five (5) Business
Days' notice with a bank in the principal financial centre of the country of the relevant currency.



 


		(b)	The Facility Agent shall distribute any moneys received by the Facility Agent in respect of all or any
part of a Loan to the Lenders entitled thereto as at the date shown by the Facility Agent's records, and to the Lenders who are entitled
thereto as at the date any transfer takes effect pursuant to Clause 22 (Changes to the Lenders), regardless of the period to which
it relates.



 


		27.3	Distributions to an Obligor



 


The Facility Agent shall (with the prior
written consent of the Obligor or pursuant to Clause 28 (Set-Off)) apply any amount received for an Obligor in or towards payment
(on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards
the purchase of any amount of any currency to be so applied.


 


		27.4	Clawback Arrangements



 


		(a)	Where a sum is payable to the Facility Agent under the Finance Documents on behalf of another Party, the
Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any exchange contract) until it has been
satisfied that it has actually received that sum.



 


		(b)	Where the Facility Agent pays an amount to another Party and it proves to be the case that the Facility
Agent had not actually received that amount, then the Party to which that amount (or the proceeds of any Exchange Contract) was paid by
the Facility Agent to it shall on demand refund the same to the Facility Agent together with interest on that amount calculated by the
Facility Agent to reflect its funds costs from the date of payment until the date of receipt by the Facility Agent.



 


		27.5	Partial payments



 


		(a)	If the Facility Agent receives a payment insufficient to discharge all the amounts then due and payable
by the Obligors under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors under
the Finance Documents in the following order:



 


		(i)	first, in or towards payment of any unpaid fees, costs and expenses of the Facility Agent under the Finance
Documents;



 


		(ii)	secondly, in or towards payment pro rata of any compound interest, default interest, interest, fees (other
than as provided in paragraph (i) above) or commission incurred but not paid when due under this Agreement;



 


		(iii)	thirdly, in or towards payment pro rata of any principal amount due under this Agreement but not paid
when due (except as provided in paragraph (ii) above); and



 






    
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		(iv)	fourthly, in or towards payment pro rata of any other sum due but not paid under the Finance Documents.



 


		(b)	Where there are multiple payments due at different times in the same sequence as specified in paragraphs
(a) (ii) to (iv) above, they are set off in inverse order of payment for those payments which are due last. If so directed
by the Majority Lenders, the Facility Agent shall vary the order set out in paragraphs (a) (ii) to (iv) above.



 


		(c)	Paragraphs (a) and (b) above will override any distribution made by an Obligor.



 


		27.6	No set-off by the Obligor



 


All payments to be made by an Obligor
under the Finance Documents shall be calculated and made without (and free and clear of any deduction for) any set-off or counterclaim.


 


		27.7	Business Day



 


		(a)	Unless otherwise expressly provided in this Agreement, if any payment is due on a day that is not a Business
Day, such payment shall instead be made on the next Business Day in the same calendar month (if there is one) or the preceding Business
Day (if there is not).



 


		(b)	During any extension of the due date for payment of the principal amount or Unpaid Sum under paragraph
(a) above interest is payable on the principal amount or Unpaid Sum at the rate payable on the original due date.



 


		27.8	Currency of Account



 


		(a)	Subject to paragraphs (b) and (c) below, the currency of an account and any sum payable by an
Obligor under any Finance Document shall be the same as that in the Facility is made, that is RMB.



 


		(b)	Any costs, expenses or Taxes are payable in the currency in which such costs, expenses or Taxes are incurred.



 


		(c)	Any amount expressed to be payable in a currency other than RMB shall be payable in that other currency.



 


		27.9	Change of Currency



 


		(a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised
by the central bank of any country as the lawful currency of that country, then:



 


		(i)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents in,
the currency of that country shall be converted into or paid in, the currency or currency unit of that country designated by the Facility
Agent; and



 


		(ii)	any translation from one currency or currency unit to another shall be made at the official rate of exchange
recognised by the central bank for conversion of that currency or currency unit to the other, rounded up or down by the Facility Agent.



 


		(b)	If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent
specifies to be necessary, be amended to conform to generally accepted 



 






    
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			customary and market practice in the interbank market of China
or otherwise to reflect the changes in currency.


 


		27.10	Payment Disruption Events



 


		(a)	If the Facility Agent believes (in its sole discretion) that any Disruption Event has occurred or the
Facility Agent is notified by an Obligor that a Disruption Event has occurred:



 


		(i)	the Facility Agent may, and shall if so requested by that Obligor consult with that Obligor with a view
to reaching agreement with that Obligor with the operation and administration of the Loans and the security or guarantee relating thereto
with such adjustments as the Facility Agent considers necessary in the circumstances;



 


		(ii)	the Facility Agent shall not be required to consult with that Obligor in respect of, or be obliged to
agree to, an adjustment if, in its opinion, it is not practicable to make the adjustment in the circumstances; and



 


		(iii)	if, in its opinion, it is not practicable to, make an adjustment in the circumstances, it may (but shall
not be obliged to) consult with the Finance Parties regarding such adjustment.



 


		(b)	Any agreement between the Facility Agent and an Obligor will be treated as an amendment to (or, as the
case may be, waiver of) the Finance Documents and will be binding on the Parties (whether or not it is finally determined that it constitutes
a Disruption Event) notwithstanding the provisions of Clause 33 (Amendments and Waivers).



 


		(c)	Notwithstanding any other provision of this Agreement, the Facility Agent will not be liable for any damages,
costs or losses whatsoever (whether in contract, tort or otherwise and whether or not resulting from the negligence or any other kind
of liability of the Facility Agent but excluding any claim based on the gross negligence or fraud of the Facility Agent) as a result of
any action taken, or omitted to be taken, by the Facility Agent pursuant to this Clause 27.10 (Payment Disruption Events).



 


		(d)	The Facility Agent shall inform the Finance Parties of any change made pursuant to paragraph (b) above
in the operation and administration of the Loans and the security or guarantee associated therewith.



 


		28.	SET-OFF



 


A Finance Party may set off any matured
obligation owed to it by that Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any
obligation (whether or not matured) owed by that Finance Party to an Obligor, regardless of the place of payment, booking branch or currency
of that obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of
exchange in its normal course of business for the purpose of the set-off. A Finance Party shall promptly notify the Facility Agent of
any set-off under this Clause 28, following which the Facility Agent shall notify the Obligor accordingly.


 






    
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		29.	Notices


 


		29.1	Communications in writing



 


Any communication to be made under or
in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.


 


		29.2	Addresses



 


The address and fax number (and the
department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to
be made or delivered under or in connection with the Finance Documents is:


 


		(a)	In the case of each Obligor, that identified address, fax number, department or officer with its name
below (The Borrower hereby authorizes such contact person (or the contact person of the Borrower amended in accordance with this Clause
29.2) to call back and provide the Facility Agent on the behalf of the Borrower for any payment to be made by the Borrower in respect
of the Finance Documents);



 


		(b)	In the case of each Lender, that notified address, fax number, department or officer with its name below
to the Facility Agent on or prior to the date on which it becomes a Party; and



 


		(c)	In the case of the Facility Agent, the address, fax number, department or officer identified with its
name below,



 


Or
any substitute address, fax number or department or officer as a Party may, by not less than five (5) Business Days' notice,
notify to the Facility Agent or, in the case of a change by the Facility Agent, the Facility Agent may notify to the other Parties (except
for the change by the Facility Agent, the Facility Agent is not obliged to notify to the other Parties). .


 


		29.3	Delivery



 


		(a)	Any communication or document made or delivered by one person to another under or in connection with the
Finance Documents will only be effective:



 


		(i)	if by way of fax, on the date marked on the confirmation report sent by the sender’s fax machine
(indicating that a complete and uninterrupted fax has been sent to the relevant fax number) (if there is a Business Day) or the preceding
Business Day (if there is not); or



 


		(ii)	if by way of letter, only when it has been left at the relevant address or five (5) Business Days
after being deposited in the post postage prepaid in an envelope addressed to it at that address. Notwithstanding the foregoing regulation,
in the case of any communication or document made or despatched by any Finance Party to the Obligor, if such communication or document
is returned under the circumstances of: (A) the address and/or contact details of the Obligor are inaccurate and the Facility Agent
is not promptly notified of any change in them; (B) the Obligor does not sign for such communications or documents for any reason
after being delivered at such addresses, the date of service of such communication or document shall be deemed as the date such communication
or document is returned



 


and, if a particular department or officer
is specified as part of its address details provided under Clause 29.2 (Addresses), shall indicate to address to that department
or officer.


 






    
		74	FACILITY AGREEMENT




     


    

 


		(b)	Any communication or document to be made or delivered to the Facility Agent will be effective only when
actually received by the Facility Agent and then only if it is expressly marked for the attention of the department or officer identified
with the Facility Agent's signature below (or any substitute department or officer as the Facility Agent shall specify for this purpose).



 


		(c)	All notices from or to an Obligor shall be sent through the Facility Agent.



 


		(d)	Any communication or document made or delivered to the Borrower in accordance with this Clause will be
deemed to have been made or delivered to the Guarantor.



 


		(e)	If the Obligor further agrees to accept service by email, text message or WeChat, the judicial authority
may send email, text or WeChat messages to the email address, mobile phone number, and WeChat number kept by the Obligor with the Finance
Parties and such service shall be deemed to be effective.



 


		29.4	Language



 


		(a)	This Agreement is executed in Chinese and English. The Chinese version shall be the governing version,
and in case of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.



 


		(b)	All notices given or other documents to be provided under or in connection with any Finance Document shall
be in Chinese as between the Finance Parties and between each Finance Party and an Obligor (if not in Chinese, and if so required by the
Facility Agent, accompanied by a certified Chinese translation and, in this case, the Chinese translation will prevail unless the document
is a constitutional, statutory or other official document).



 


		29.5	Electronic communication



 


		(a)	Notwithstanding the foregoing provisions, any communication to be made between the Facility Agent or any
other Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means if the Facility
Agent and the relevant party:



 


		(i)	Agree to accept such means of communication, unless a contrary declaration is made;



 


		(ii)	Notify each other in writing of their email address and/or any other information required to enable the
transmission of information by that means;



 


		(iii)	Notify each other of any change to their address or any other such information.



 


		(b)	Any such electronic communication made between the Facility Agent and each Party will only be effective
when actually received in readable form and in the case of any electronic communication made to the Facility Agent by a Party, will only
be effective if expressly stated.



 


		(c)	Any electronic communication or document which becomes effective, in accordance with Clause 29.5(b) above,
after 5:00 p.m. in the place of receipt shall not be deemed effective until the following day.



 






    
		75	FACILITY AGREEMENT




     


    

 


		30.	Calculations and Certificates



 


		30.1	Accounts



 


In any litigation or arbitration proceedings
arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie
evidence of the matters to which they relate.


 


		30.2	Certificates and determinations



 


Any certification or determination by
a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters
to which it relates.


 


		30.3	Day count convention



 


Any interest, commission or fee accruing
under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of
360 days.


 


		31.	PARTIAL INVALIDITY



 


If, at any time, any provision of a
Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of
any other jurisdiction will in any way be affected or impaired.


 


		32.	REMEDIES AND WAIVERS



 


No failure to exercise, nor any delay
in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver of any such
right or remedy. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any
other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided
by law.


 


		33.	AMENDMENTS AND WAIVERS



 


		33.1	Required consents



 


		(a)	Subject to Clause 19 (Financial Covenants) and Clause 33.2 (Other exceptions), any term
of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Obligors that as a Party of such
Finance Documents and any such amendment or waiver will be binding on all Parties.



 


		(b)	The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this
Clause 33.



 


		33.2	Other exceptions



 


		(a)	An amendment or waiver that has the effect of changing or which relates to:



 


		(i)	The definition of “Majority Lenders” in Clause 1.1 (Definitions);



 


		(ii)	An extension to the date of payment of any amount under the Finance Documents;



 






    
		76	FACILITY AGREEMENT




     


    

 


		(iii)	A reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or
commission payable;



 


		(iv)	An increase in, or an extension of, any Commitment;



 


		(v)	An extension of the Availability Period;



 


		(vi)	Any change in the purpose of the Loans;



 


		(vii)	A change to the Borrower;



 


		(viii)	Any provision which expressly requires the consent of all the Lenders;



 


		(ix)	Clause 2.3 (Finance Parties rights and obligations), Clause 22 (Changes to the Lenders),this
Clause 33 (Amendments and Waivers); or



 


		(x)	A change in currency of payment.



 


shall not be made without the prior consent
of all the Lenders.


 


		(b)	An amendment or waiver which relates to the rights or obligations of the Facility Agent or the Mandated
Lead Arranger may not be effected without the consent of the Facility Agent or the Mandated Lead Arranger.



 


		34.	COUNTERPARTS



 


Each Finance Document may be executed
in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance
Document. This Agreement takes effect from the date of execution.


 


SECTION 11


 


GOVERNING LAW AND JURISDICTION


 


		35.	GOVERNING LAW AND JURISDICTION



 


		35.1	Governing Law



 


This Agreement is governed and construed
by the laws of People's Republic of China.


 


		35.2	Governing Court



 


		(a)	The parties shall resolve any disputes with other parties under this agreement by negotiation based on
the principle of good faith. In the event that no resolution can be reached to the satisfaction of the Parties, any Party shall submit
the Dispute to the non-exclusive jurisdiction of the competent People's Court of the place where the Facility
Agent is located.



 


		(b)	This Clause is for the benefit of the Finance Parties only. As a result, this shall not prevent any Finance
Party from taking proceedings relating to the Dispute in any other competent courts. To the extent allowed by law, a Finance Party may
take concurrent proceedings in any number of jurisdictions.



 


This Agreement has been executed on the date first
written above.


 






    
		77	FACILITY AGREEMENT




     


    

 


 






    
		78	FACILITY AGREEMENT




     


    

 








SCHEDULE 1


 


LIST A


 


THE ORIGINAL LENDER AND COMMITMENTS


 


	THE ORIGINAL LENDER	 	Facility Commitment
 (RMB) 

	HSBC Bank (China) Company Limited, Shanghai Branch	 	RMB
    573,000,000
	Citibank (China) Co., Ltd., Shanghai Branch	 	RMB 190,000,000
	JPMorgan Chase Bank (China) Company Limited, Shanghai Branch	 	RMB 158,000,000
	Coöperatieve Rabobank U.A., Shanghai Branch	 	 RMB 158,000,000
	Total Commitment	 	RMB 1,079,000,000



 






    
		79	FACILITY AGREEMENT




     


    

 


List B


 


Account Information of Financial Parties


 


	Receiving Bank	Recipient	Receiving Account	Payment Information	Code and Response Code	Contact	Contact Email
	 As Original Lender
	HSBC Bank (China) Company Limited, Shanghai Branch	HSBC Bank (China) Company Limited, Shanghai Branch	XXXX	/	/	Nina Peng	XXXX
	Citibank (China) Co., Ltd., Shanghai Branch	Citibank (China) Co., Ltd., Shanghai Branch	XXXX	/	/	Vicky Li	XXXX
	JPMorgan Chase Bank (China) Company Limited Shanghai Branch	JPMorgan Chase Bank (China) Company Limited Shanghai Branch	XXXX	XXXX	/	Gabe
Ye; Lynn Li 

XXXX	XXXX
	Coöperatieve Rabobank U.A., Shanghai Branch	Coöperatieve Rabobank U. A. Shanghai Branch	XXXX	XXXX	/	Shanghai Operations/ Maarten Beelen/ Calvin Jin/Kim Jin	XXXX
	As Facility Agent
	HSBC Bank(China) Company Limited, Shanghai Branch	HSBC Bank(China) Company Limited, Shanghai Branch	XXXX	/	/	Liu Yige/Wu Chenjie	XXXX


 






    
		80	FACILITY AGREEMENT




     


    

 





SCHEDULE 2


 


CONDITIONS PRECEDENT


 


		(a)	Duly certified true copies of the following documents of the Borrower:



 


		(i)	the current business licence;



 


		(ii)	articles of association and all amendments (if any);



 


		(iii)	certified copy of the Borrower's loan card or credit code (if applicable) issued by PBOC;



 


		(iv)	a list of current shareholders and directors (which shall be consistent with the information registered
with the SAMR); and



 


		(v)	each director’s ID copies.



 


		(b)	A copy of the following documents of the Guarantor:



 


		(i)	the Certificate of Incorporation, as amended;



 


		(ii)	the Bylaws, as amended;



 


		(iii)	resolutions of the Board of Directors
authorizing the delivery, performance and execution of the Guarantee;



 


		(iv)	a certificate of good standing issued by the Secretary of State of the State of Delaware; and



 


		(v)	a certificate of a duly authorized officer of the Guarantor in form and substance reasonably satisfactory
to Facility Agent.



 


		(c)	Board resolutions properly
made by the internal authority of the Borrower, formally and substantially satisfactory to the Facility Agent (acting on the instruction
of the Majority Lenders), approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and
resolving to enter into the Finance Documents to which it is a party.



 


		(d)	A specimen signature/seal and a copy of the identity card/passport respectively of each director who has
signed the resolution referred to in paragraph (c) above and each person who will execute the Finance Documents.



 


		(e)	A certificate of one director or authorised signatory of each Obligor,



 


		(i)	confirming that the borrowing or security by that Obligor under the Finance Documents would not cause
any borrowing or security or similar limit to be exceeded.



 


		(ii)	certifying that each of the documents relating to that Obligor set out in this Schedule 2 is correct,
complete and valid as at a date no earlier than the date of this Agreement.



 






    
		81	FACILITY AGREEMENT




     


    

 





		(f)	Legal Opinion:


 


		(i)	A legal opinion of JunHe LLP, Shanghai Office as to PRC law in form and substance reasonably satisfactory
to the Finance Parties.



 


		(ii)	A legal opinion of JunHe LLP, New York Office in relation to the Guarantee in form and substance reasonably
satisfactory to the Finance Parties.



 


		(g)	Other documents and evidence:



 


		(i)	Duly signed Facility Agreement and the other Finance Documents.



 


		(ii)	Original Financial Statements.



 


		(iii)	Filing/approval documents issued by the National Development and Reform Commission or other governmental
department with the same governmental functions obtained by the Borrower in relation to the development and construction of the Project
(or other documents satisfactory to the Facility Agent (acting on the instruction of the Majority Lenders)).



 


		(iv)	The approval documents issued by the competent environmental protection authority for environmental impact
assessment of the Project (or other documents satisfactory to the Facility Agent (acting on the instruction of the Majority Lenders)).



 


		(v)	Documents evidencing that the capital injected into the Project has met the applicable minimum capital
requirements for fixed asset project investments and such capital has been injected by Lamb Weston (Hong Kong) Limited.



 


		(vi)	The land contracts relating to the Project and invoices (or other documents satisfactory to the Facility
Agent) evidencing that the Borrower has paid off the fees and taxes due and payable for obtaining the land use right pursuant to the aforesaid
land contracts.



 


		(vii)	The original of the property certificate of the Project Land.



 


		(viii)	The construction land planning permit, construction project planning permit and interim construction commencement
permit (the formal permit shall be provided within the timeline as recorded in the interim permit) issued by the relevant authorities
in respect of the Project (or other equivalent documents satisfactory to the Facility Agent (acting on the instruction of the Majority
Lenders)).



 


		(ix)	Reports on the construction plan, cost budget and progress of the Project, which shall be certified by
the architect or supervisor for the Project in form and substance satisfactory to the Facility Agent and evidence that project progress
matches the invested amount.



 


		(x)	Documents evidencing that the Loan disbursement Account and the Repayment Reserve Account have been opened.



 


		(xi)	The Borrower and the Guarantor have duly executed the authorisation regarding its credit report enquiries
at the request of each Lender.



 


		(xii)	Evidence that fees, costs and expenses due and payable under Clause 11 (Fees) have been paid or will be
paid by the Borrower on or before the first Utilisation Date.



 






    
		82	FACILITY AGREEMENT




     


    

 


		(xiii)	Documents as are reasonably requested by a Lender ten (10) days prior and required by each Lender
in order to complete any "know your customer" checking procedure or similar process in accordance with applicable laws and regulations.



 


		(xiv)	A confirmation letter provided by the Borrower evidencing that no security under any WBND transaction
has been enforced before and there is no other existing WBND transaction (except for WBND transaction under this Agreement).



 


		(xv)	Any other relevant documents as may be reasonably requested
by the Facility Agent (acting on the instructions of the Majority Lenders).



		 	 







    
		83	FACILITY AGREEMENT




     


    

 





SCHEDULE 3


 


Form of Utilisation Request


 


To:
HSBC Bank (China) Company Limited, Shanghai Branch (as Facility Agent)


 


Dated:


 


Dear Sirs and Madams:


 


Ulanqab Lamb Weston Food Co., Ltd.,——RMB Tem Loan
Facility Agreement dated [     ] 2022 (the "Facility Agreement")


 


		1.	We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in the Facility Agreement
shall have the same meaning in this Utilisation Request.



 


		2.	We wish to borrow a Loan on the following terms:



 


Facility
to be utilised: [Facility]/[Facility](Please delete if
not applicable)



 


Proposed Utilisation Date:


 


Due Date:


 


Amount:


 


Interest Rate for the first Interest
Period:


 


Loan Purpose:


 


Payment
Account: Specific Loan Account (Method of Loan: Entrusted Payment)


 


		3.	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Facility
Agreement is satisfied on the date of this Utilisation Request.



 


		4.	No Default has occurred or continue, and the requirement Loan in this Utilisation Request will not constitute
any Default Event.



 


		5.	This Utilisation Request is irrevocable



 


 







authorised signatory


 


for Ulanqab Lamb Weston Food Co., Ltd.,


 






    
		84	FACILITY AGREEMENT




     


    

 





SCHEDULE 4


 


Form of Transfer Certificate


 


To:
HSBC Bank (China) Company Limited, Shanghai Branch as Facility Agent


 


		From:	[the Existing Lender] (the Existing Lender) and [the New Lender] (the New Lender)



 


Dated:


 


Ulanqab Lamb Weston Food Co., Ltd.,——RMB Tem Loan
Facility Agreement dated [     ] 2022 (the "Facility Agreement")


 


		1.	We refer to the Facility Agreement. This is a Transfer Certificate. Terms used in the Facility Agreement
shall have the same meaning in this Transfer Certificate.



 


		2.	We refer to Clause 22.5 (Procedure for transfer)



 


		(a)	The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by
novation, and in accordance with Clause 22.5 (Procedure for transfer) of the Facility Agreement, all or part of the Existing Lender’s
rights and obligations as described in the Schedule.



 


		(b)	The proposed Transfer Date is [     ].



 


		(c)	The Facility Office and address, fax number and attention particulars for notices of the New Lender for
the purposes of Clause 29.2 (Addresses) of the Facility Agreement are set out in the Schedule.



 


		3.	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out
in paragraphs (a) and (c) of Clause 22.4 (Limitation of responsibility of Existing Lenders) of the Facility Agreement
and comfirms that it has received duplicates of Finance Documents (other than the Fee Letter) and other information it request in relation
to the Transfer.



 


		4.	This Transfer Certificate may be executed in any number of counterparts and this has the same effect as
if the signatures on the counterparts were on a single copy of this Transfer Certificate.



 


		5.	This Transfer Certificate is governed by the laws of the People’s Republic of China (for the purpose
of this clause, excluding Hong Kong, the Macau Special Administrative Region and Taiwan).



 






    
		85	FACILITY AGREEMENT




     


    

 





THE SCHEDULE


 


Commitment/Rights and Obligations to be transferred


 


Transfer Details:


 


Nature:
[insert description of the transfer Loan]


 


Final Due Date:


 


Transferrd Commitment Amount/ Participation Amount


 


	Participation Amount in the total Facility balance	
    [    ]

     

	 	 
	Available Commitment Amount	[    ]
	 	 
	Deposit account of the New Lender	[    ]
	 	 
	Address: 	[    ]
	 	 
	Phone number: 	[    ]
	 	 
	Fax: 	[    ]
	 	 
	Recipient/Reference Number 	[    ]
	 	 
	Email	[        ]


 


	[the Existing
Lender]		    [the
New Lender]
		 	 
	By:		By:



 


This Novation Certificate is executed by the Facility
Agent and the Novation Date is confirmed as [  ].


 


HSBC
Bank (China) Company Limited, Shanghai Branch as Facility Agent


 


By:


 






    
		86	FACILITY AGREEMENT




     


    

 





SCHEDULE 5


 


FORM OF COMPLIANCE CERTIFICATE


 


To:
HSBC Bank (China)Company Limited, Shanghai Branch as Facility Agent


 


From: Ulanqab Lamb Weston Food Co., Ltd.,


 


Dated:


 


Dear Sirs and Madams


 


Ulanqab Lamb Weston Food Co., Ltd.,——RMB Tem Loan
Facility Agreement dated [     ] 2022 (the "Facility Agreement")


 


		1.	We refer to the Facility Agreement. This is a Compliance Certificate. Terms used in the Facility Agreement
shall have the same meaning in this Compliance Certificate.



 


		2.	We confirm that: [Insert details of covenants as set out in Section 19 (Financial Covenant) of the
Facility Agreement to be certified including calculations]



 


		3.	[We confirm that no Default is continuing.]*



 


	Signed:	 	 



Director/Authorized Signatory of Ulanqab Lamb Weston Food Co., Ltd.,


 






    
		87	FACILITY AGREEMENT




     


    

 


SCHEDULE 6


 


FORM OF ACCESSION LETTER


 


To:
HSBC Bank (China) Company Limited, Shanghai Branch as Facility Agent


 


From: [the New Lender] (the "New
Lender")


 


Dated:


 


Ulanqab Lamb Weston Food Co., Ltd.,——RMB Tem Loan
Facility Agreement dated [     ] 2022 (the "Facility Agreement")


 


		1.	This Accession Letter refers to the Facility Agreement. Terms defined in the Facility Agreement have the
same meaning in this Accession Letter.



 


		2.	The New Lender agrees to be bound by the terms of the Facility Agreement as a Lender on the date this
accession letter is accepted and dated by Facility Agent. The commitment amount provided by the new lender is [     ].



 


		3.	The New Lender’s administrative details are [     ].



 


		4.	The New Lender expressly acknowledges the limitations on the obligations of existing lenders as set out
in paragraphs (a) and (c) of Section 22.4 (Limitations of responsibilities of Existing Lenders).



 


		5.	This Accession Letter may be executed in any number of counterparts and this has the same effect as if
the signatures on the counterparts were on a single copy of this Accession Letter.



 


		6.	This Accession Letter is governed and explained by the laws of People’s Republic of China (excluding
Hong Kong, the Macau Special Administrative Region and Taiwan).



 


[the New Lender]


 


Signed:


 


 


Accepted by


[Facility Agent]


 


 


By:


 


 


Accepted by


 






    
		88	FACILITY AGREEMENT




     


    

 


The Borrower


 


Ulanqab Lamb Weston Food Co., Ltd.,


 






    
		89	FACILITY AGREEMENT




     


    

 








EXECUTION PAGE


 


Ulanqab Lamb Weston Food Co., Ltd.,


 


(as Borrower)


 


	By:	/s/ Nicole Zhang	 
	 	Nicole Zhang	 




 


Address: XXXX


 


Attention: Susan Sun, Finance Manager-Project / Susie Cui, Senior Accountant


 


Telephone:
XXXX


 


Email:
XXXX


 






    
			FACILITY AGREEMENT




     


    

 


HSBC Bank (China) Company Limited


 


(as Mandated Lead Arranger)


 


		By:	/s/ Ding Zuocheng	 



 


Address: XXXX


 


Postal Code: XXXX


 


Attention: Ding Zuocheng


 


Tel.: XXXX


 


Fax:/


 


Email: XXXX


 






    
			FACILITY AGREEMENT




     


    

 


Citibank (China) Co., Ltd., Shanghai Branch


 


(as Mandated Lead Arranger)


 


		By:	/s/
                                            Vicky Li	 



 


Address: XXXX


 


Postal Code: XXXX


 


Attention: Vicky Li


 


Tel.: XXXX


 


Fax:/


 


Email: XXXX


 








    
			FACILITY AGREEMENT




     


    

 


Coöperatieve Rabobank U.A., Shanghai Branch


 


(as Mandated Lead Arranger)


 


	By:	/s/
                                            Maarten Beelen	 



 


Address: XXXX


 


Postal Code: XXXX


 


Attention: Maarten Beelen/ Calvin Jin/Kim Jin


 


Tel.: XXXX


 


Fax: XXXX


 


Email: XXXX


 






    
			FACILITY AGREEMENT




     


    

 


HSBC Bank (China) Company Limited


 


(as Coordinator)


 


	By:	/s/
                                            Ding Zuocheng	 



 


Address: XXXX


 


Postal Code: XXXX


 


Attention: Ding Zuocheng


 


Tel.: XXXX


 


Fax:/


 


E-mail: XXXX


 






    
			FACILITY AGREEMENT




     


    

 


HSBC Bank (China) Company Limited, Shanghai
Branch


 


(as Facility Agent)


 


	By:	/s/
                                            Liu Yige	 



 


Address: XXXX


 


Postal Code: XXXX


 


Attention: Liu Yige/Wu Chenjie


 


Telephone: XXXX


 


Fax:/


 


E-mail: XXXX


 






    
			FACILITY AGREEMENT




     


    

 


HSBC Bank (China) Company Limited, Shanghai
Branch


 


(as Original Lender)


 


	By:	/s/
                                            Aimee Zhang	 



 


Address:
XXXX


 


Postal
Code: XXXX


 


Attention: Aimee Zhang/Nina Peng


 


Tel.:
XXXX


 


Fax: /


 


Email:
XXXX


 






    
			FACILITY AGREEMENT




     


    

 


Citibank (China) Co., Ltd., Shanghai Branch


 


(as Original Lender)


 


	By:	/s/
                                            Vicky Li	 



 


Address: XXXX


 


Postal Code: XXXX


 


Attention: Vicky Li


 


Tel.: XXXX


 


Fax:/


 


Email: XXXX


 






    
			FACILITY AGREEMENT




     


    

 


JPMorgan Chase Bank (China) Company Limited,
Shanghai Branch


 


(as Original Lender)


 


	By:	/s/
                                            Maggie Qiu	 



 


Address: XXXX


 


Postal Code: XXXX


 


Attention: Maggie Qiu


 


Tel.: XXXX


 


Fax: XXXX


 


Email: XXXX


 






    
			FACILITY AGREEMENT




     


    

 


Coöperatieve Rabobank U.A., Shanghai Branch


 


(as Original Lender)


 


	By:	/s/
                                            Maarten Beelen	 



 


Address: XXXX


 


Postal Code: XXXX


 


Attention: Maarten Beelen/ Calvin Jin/Kim Jin


 


Tel.: XXXX


 


Fax: XXXX


 


Email: XXXX


 






    
			FACILITY AGREEMENT